Exhibit 10.1 


 





SEPARATION
AND TRANSITION SERVICES AGREEMENT


 


Tim Russi
and the Company (as defined in the next sentence) have reached the following Separation and Transition Services Agreement (the
“Agreement”). In this Agreement, "Employee" refers to Tim Russi, "Company" refers to Ally Financial
Inc. and its affiliates (including Ally Bank) and divisions, and “Released Parties” refers to the Company, its shareholders,
predecessors, successors, joint ventures, employee benefit plans, directors, officers, agents, employees, and assigns.


 


WHEREAS
Company and Employee have agreed that it is in their best interest to terminate their employment relationship according to the
terms set forth below, and THEREFORE the parties agree as follows:


 


		1.	Provided
                                         this signed and notarized document is received by Kathleen Patterson, Ally Chief Human
                                         Resources Officer, 500 Woodward Ave., Detroit, MI 48226, no later than May 7, 2018, and
                                         not revoked in accordance with Paragraph 18 and provided further that Employee signs
                                         and returns the notarized Re-Acknowledgement appended to this Agreement to Kathleen Patterson
                                         (or her designate) on his last day of employment:



 


		a.	Effective
                                         April 18, 2018, Employee will resign from his position as President, Auto Finance and
                                         all Company-related board and management committee positions and commence a transitional
                                         assignment reporting directly to the Company’s Chief Executive Officer in the role
                                         of Vice Chairman of Auto Finance.



 


		b.	Employee’s
                                         primary role during this transitional assignment will be to assist with the transition
                                         of his former responsibilities and provide such other assistance to the Company as the
                                         Company may reasonably require.



 


		c.	From
                                         the date of this Agreement through the end of the transitional assignment, Employee will:



 






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		i.	receive
                                         the same base salary he was receiving as President, Auto Finance (i.e., $600,000.00 annually);



 


		ii.	remain
                                         eligible for equivalent benefits and perquisites, including the same broad-based benefits
                                         to which other active Company employees are eligible (e.g., 401(k), medical coverage,
                                         life insurance); and



 


		iii.	be
                                         subject to all the same terms and conditions of employment to which other active Company
                                         employees are subject.



 


		d.	Employee’s
                                         transitional assignment will end on October 1, 2018, at which point Employee’s
                                         employment will terminate by mutual consent. Provided Employee has satisfied the terms
                                         and conditions contained in this Agreement, Employee will receive:



 


		i.	as
                                         soon as reasonably practicable after October 1, 2018, a lump sum cash payment of $600,000.00,
                                         less applicable tax withholdings and any outstanding debts to the Company, including
                                         but not limited to any corporate credit card balance; and



 


		ii.	for
                                         one year following Employee’s separation, up to $20,000.00 in outplacement assistance
                                         through the vendor of Employee’s choosing.



 


		e.	Additionally, because Employee’s
termination of employment is by mutual consent and not for “Cause” as defined under the Ally Financial Inc. Incentive
Compensation Plan (“ICP”) or any predecessor plan:



 


		i.	Employee’s unvested
time-based restricted stock awards will vest on October 1, 2018 with each such award settling as originally scheduled;



 


		ii.	Employee’s
                                         unvested performance-based awards will vest on October 1, 2018 with each such award settling
                                         as originally scheduled subject to (a) the achievement of the related performance goals
                                         and (b) if the achievement of the related performance goals exceeds the target, a proration
                                         of the number of shares distributable in excess of the target number of shares based
                                         on the number of calendar days during the performance period when Employee was employed
                                         by Company; and



 


		iii.	All
                                         terms and conditions contained in the ICP and Employees’ award letters remain in
                                         full force and effect, including but not limited to the restrictive covenants contained
                                         in Section 13 of the ICP (e.g., non-solicitation of Company clients or customers and
                                         current Ally employees for a period of twenty-four (24) months following the termination
                                         of his employment).



 






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		f.	Moreover,
                                         provided Employee has satisfied the terms and conditions contained in this Agreement,
                                         Employee will receive $2.3 million payable as follows:



 


		i.	$850,000
                                         less applicable tax withholdings will be paid in cash the week of April 1, 2019; and



 


		ii.	the
                                         remaining $1,450,000 will be payable in three equal installments less applicable tax
                                         withholdings at approximately the same time in 2020, 2021, and 2022 when cash-based incentive
                                         awards are paid to the Company’s named executive officers for performance in 2019,
                                         2020, and 2021 respectively such date being no later than May 1 of each year.



 


		2.	Employee
                                         agrees that the elements of consideration referred to in Paragraph 1 are more than the
                                         Company is required to provide under its normal policies and procedures.



 


		3.	Employee
                                         for himself, family, heirs, insurers, assigns, and representatives further agrees to
                                         release the Released Parties from all rights, claims, and demands he may have based on
                                         or related to his employment with the Company, this Agreement, or the termination of
                                         his employment, in each case, of any kind or nature whatsoever, whether accrued or un-accrued
                                         or known or unknown, up to the effective date of this Agreement. This waiver and release
                                         specifically includes, without limitation, a waiver and release of any rights, claims,
                                         or demands Employee may have under:



 


		·	the
                                         Employee Retirement Income Security Act of 1974, as amended, which regulates employee
                                         benefit plans;






		·	Title
                                         VII of the Civil Rights Act of 1964, as amended, the Civil Rights and Women’s Equity
                                         Act of 1991, as amended, and the Equal Pay Act of 1963, as amended, which prohibit discrimination
                                         in employment based on race, color, national origin, religion, or sex;






		·	the
                                         Age Discrimination in Employment Act, which prohibits discrimination based on age;






		·	the
                                         Rehabilitation Act of 1973, as amended, and the Americans with Disabilities Act, as amended,
                                         which prohibit discrimination based on disability;






		·	the
                                         Family and Medical Leave Act, as amended;






		·	the
                                         Worker Adjustment and Retraining Notification Act (WARN), as amended;



 






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		·	the
                                         National Labor Relations Act, as amended;






		·	state
                                         fair employment practices or civil rights laws; and






		·	any other federal, state,
or local laws or any common law actions relating to employment or employment discrimination.



 


This
waiver and release includes, without limitation, any rights, claims, or demands arising under tort, contract, or quasi-contract,
such as breach of employment contract, either expressed or implied, violation of public policy, breach of implied covenant of
good faith and fair dealing, intentional infliction of emotional distress, negligent infliction of emotional distress, fraud,
false imprisonment, invasion of privacy, commercial or trade defamation, defamation, slander, libel, tortious interference with
contract or prospective business advantage, promissory estoppel, and wrongful discharge. This waiver and release does not foreclose
Employee’s ability to file an administrative charge with the Equal Employment Opportunity Commission (“EEOC”),
but Employee expressly waives and releases any right or claim to or demand for monetary relief in relation to any charge he files
should any administrative agency, including but not limited to the EEOC, pursue any claim on his behalf to the maximum extent
permitted by law. This waiver and release does not include any claims: (a) to vested 401(k) benefits; (b) to unemployment compensation;
or (c) under the express terms of this Agreement. If any right, claim, or demand is not subject to waiver or release, to the extent
permitted by law, Employee waives and releases any right or ability to be a class or collective action representative or
to otherwise participate in any putative or certified class, collective, or multi-party action or proceeding based on or
related to such a right, claim, or demand in which any Released Party is a party.  Employee promises not to consent to become
a member of any class or collective in a case in which rights, claims, or


 






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demands are asserted against any Released Party that
are related in any way to his employment with the Company, this Agreement, or the termination of his employment with Company.
If Employee is made a member of a class or collective in any such proceeding, Employee will immediately opt out of the class or
collective.


 


		4.	Employee
                                         understands and agrees that, by signing this Agreement, he expressly waives and releases
                                         any right, claim, or demand to severance benefits under the Ally Financial Inc. Severance
                                         Plan.



 


		5.	Employee
                                         understands and agrees that, through April 1, 2019, he will not, either individually
                                         or together with any other person or entity—whether as a director, officer, manager,
                                         member, stockholder, partner, owner, employee, consultant or agent or in any other capacity,
                                         other than on behalf of the Company—designate, organize, establish, own, operate,
                                         manage, control, engage in, participate in, invest in, act as a consultant or advisor
                                         to, render services for, or otherwise assist any person or entity that engages in, proposes
                                         to engage in, or owns, invests in, operates, manages, controls or participates in any
                                         venture or enterprise that engages or proposes to engage in any commercial activities
                                         in the United States that are competitive with the Company’s auto finance business
                                         as conducted between October 1, 2017, and July 1, 2018 (the “Company’s Auto
                                         Finance Business”).



 


		b.	Notwithstanding
                                         the foregoing, nothing about this restriction prevents Employee from:



 


		i.	owning
                                         for passive investment purposes not intended to circumvent this restriction, less than
                                         five percent (5%) of the publicly traded common equity securities of any company engaged
                                         in business competing with 



 






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the Company’s Auto Finance Business (so long as Employee
                                         has no power or authority to manage, control, engage in, participate in, consult, advise,
                                         render services for, or otherwise assist the competing business); or


 


		ii.	being
                                         employed by or otherwise associated with a person or entity of which a subsidiary, division,
                                         segment, or unit is engaged in a business competing with the Company’s Auto Finance
                                         Business provided that Employee has no direct or indirect responsibilities or
                                         involvement with such competing business.



 


		c.	If,
                                         after a good faith discussion between the Company and Employee, it is determined that
                                         Employee materially violated any provision of this Paragraph 5, Employee will immediately
                                         repay, if paid, and forfeit, if not yet paid, the consideration referenced in Paragraph
                                         1.f. In the event of a legal action to enforce this Paragraph 5, the party who loses
                                         such enforcement action will reimburse the prevailing party for the prevailing party’s
                                         legal fees and costs associated with the enforcement action.



 


		d.	Employee
                                         agrees that, regardless of where Employee is employed or resides, this Paragraph 5 is
                                         governed by Michigan law without regard to its conflict of laws provision and any action
                                         to enforce or seek injunctive relief or damages for breach or contest the enforceability
                                         of this Paragraph 5 may only be brought in a federal or state court of competent jurisdiction
                                         in Michigan, whose jurisdiction Employee agrees he is subject.



 


		6.	The
                                         Company makes this Agreement to avoid the cost of defending against any possible lawsuit
                                         or claims. By making this Agreement, the Company does not admit that it has done anything
                                         wrong.



 


		7.	If
                                         the Company successfully asserts this Agreement as a defense against a future lawsuit,
                                         claim, or demand of Employee, Employee will pay for all costs incurred by the Company,
                                         including reasonable fees of attorneys, in defending against such a lawsuit, claim, or
                                         demand.



 


		8.	Employee
                                         is advised to consult with an attorney before signing this Agreement. Employee understands
                                         that whether or not he does so is his decision and that he will have until May 7, 2018,
                                         to accept or reject this Agreement.



 






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		9.	Employee
                                         understands that, following his October 1, 2018, separation, he has no right to reemployment
                                         with Company and any reemployment decision is solely within the Company’s discretion.



 


		10.	Employee
                                         agrees and acknowledges that during the course of his employment with the Company he
                                         had access and was privy to documents, materials, and other tangible or intangible information
                                         relating to the Company that are of a confidential or proprietary nature or that constitute
                                         or contain trade secrets, privileged information, attorney work product, or matters subject
                                         to an attorney-client privilege, the disclosure of which will cause irreparable harm
                                         to the Company. As part of this Agreement, Employee affirms his legal duties regarding
                                         this information and agrees to return such information which is in his possession or
                                         under his control or which has been given to others, and agrees that he will not discuss,
                                         disclose, or make available to any person or entity any of that information without the
                                         express permission of the Company. Nothing in this Agreement prohibits Employee or his
                                         attorney from (a) initiating communications directly with, responding to any inquiry
                                         from, or providing testimony before the SEC, FINRA, or any other self-regulatory organization
                                         or any other state or federal regulatory authority or (b) disclosing any such information
                                         to the extent required by law or binding judicial or other governmental order or process,
                                         provided that Employee gives prompt notice of such requirement to the Company, if legally
                                         permissible. Employee acknowledges that a breach of this Paragraph 10 will entitle Company
                                         to legal and equitable relief.



 


		11.	Employee
                                         acknowledges that he is able to work and suffers from no disability that would preclude
                                         him from doing his regularly assigned job.



 






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		12.	Employee
                                         understands and agrees that the existence and terms of this Agreement may be publicly
                                         disclosed in accordance with applicable law; provided, however, that the negotiations,
                                         discussions, and proceedings leading up to this Agreement are confidential and that neither
                                         he, nor his attorney, nor any individual acting on his behalf shall disclose any of these
                                         matters to any person or entity, except as expressly required by law.



 


		13.	Employee
                                         agrees to cooperate with the Company and its legal counsel on any matters relating to
                                         the conduct of any administrative or judicial litigation, claim, demand, suit, investigation,
                                         or proceeding involving the Company in connection with any facts or circumstances occurring
                                         during his employment with the Company. The Company agrees to cooperate in scheduling
                                         the obligations hereunder at a mutually agreeable time and place, and reimburse Employee
                                         for all reasonable associated expenses.



 


		14.	Employee
                                         will retain all rights to be indemnified by the Company pursuant to Company policy in
                                         connection with any third-party claims, investigations, or proceedings.



 


		15.	Employee
                                         affirms that he will or, as of his separation date, he has returned all Company property,
                                         including but not limited to computer laptops, cell phones, Company credit and telephone
                                         cards, ID cards, building passes, keys and any other item or items that were either issued
                                         or purchased by the Company.



 


		16.	Employee
                                         will be permitted to remove from Company premises his personal papers and personal electronic
                                         files, personal contact lists, files of nonproprietary third-party research and media
                                         articles, and personal effects from his office, subject to whatever 



 






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oversight the Company
                                         deems necessary to be confident that such files and effects do not contain Company property
                                         or information that is confidential or other classification as described in Paragraph
                                         10.


 


		17.	Employee
                                         understands that he has been given a period of at least twenty-one (21) days to review
                                         and consider this Agreement before signing it. Employee further understands that he may
                                         use as much of this period as he wishes prior to signing. In order for this Agreement
                                         to become effective, Employee must return a signed and notarized original to Kathleen
                                         Patterson as per Paragraph 1 no later than May 7, 2018. If executed or returned after
                                         that date, Company, in its sole discretion, may declare this Agreement null and void.



 


		18.	Employee
                                         may revoke this Agreement within seven (7) days of signing it. Revocation can be made
                                         by delivering a written notice to Kathleen Patterson. For this revocation to be effective,
                                         written notice must be received by Kathleen Patterson no later than the seventh (7th)
                                         day after Employee signs this Agreement. If Employee revokes this Agreement, it will
                                         not be effective or enforceable and he will not receive the benefits described in Paragraph
                                         1.



 


		19.	This
                                         Agreement, will be governed by Michigan law without regard to its conflict of laws provisions.
                                         For purposes of enforcement of this Agreement, Employee agrees to submit to the jurisdiction
                                         of any federal or state court in Michigan. Should any provision of this Agreement be
                                         declared illegal or unenforceable by any court of competent jurisdiction and cannot be
                                         modified to be enforceable, excluding the release language in Paragraph 3, only such
                                         provision will be affected, leaving the remainder of this Agreement in full force and
                                         effect. 



 






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However, if any portion of the release language in Paragraph 3 is declared unenforceable
                                         for any reason as a result of any lawsuit, claim, or demand by Employee, Employee will
                                         return to Company the payments paid in accordance with Paragraph 1 in addition to any
                                         amounts he must pay in accordance with Paragraph 7.


 


		20.	This
                                         is the entire agreement between Employee and Company. The Company has made no promises
                                         to Employee other than those in this Agreement.



 


INTENTIONALLY
BLANK


 




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EMPLOYEE ACKNOWLEDGES THAT
HE HAS READ THIS AGREEMENT, UNDERSTANDS IT AND IS VOLUNTARILY ENTERING INTO IT. PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS
A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. 


 


Accepted:


 





	/s/
    Timothy M. Russi	 	April
    18, 2018
	Tim
    Russi	 	Dated




  


State Of:  Florida_________


 


County Of:  Duval________


 


On this 18th__day of __April____,
before me personally came _Tim Russi_____ to me known to be the person described in and who executed the foregoing Agreement
and that he duly acknowledged to me that he executed the same.


 





	Kathy Levine	 
	Notary
    Public	 




 


Accepted:


 





	/s/
    Kathleen Patterson	 	April
    18, 2018
	Kathleen
    Patterson	 	Dated
	Ally Financial Inc.	 	 




 




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Re-Acknowledgement


 


EMPLOYEE
RE-ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT, UNDERSTANDS IT AND IS VOLUNTARILY RE-ENTERING INTO IT AS OF THE LAST DATE OF
HIS EMPLOYMENT. PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. 


 


Re-accepted
as of October 1, 2018:


 


 





	 	 	 
	Tim Russi	 	Dated




  


 


State Of: _____________________


 


County Of:  ___________________


 


On this ______day of __________________,
before me personally came ________________ to me known to be the person described in and who executed the foregoing Agreement
and that he duly acknowledged to me that he executed the same.


 


 





	 	 
	Notary Public	 




 


Re-accepted
as of October 1, 2018:


 


 





	 	 	 
	Kathleen
    Patterson	 	Dated
	Ally Financial
    Inc.	 	 




  








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