GMAC LLC SENIOR LEADERSHIP SEVERANCE PLAN PLAN DOCUMENT AND SUMMARY PLAN

Exhibit 10.6

GMAC LLC

SENIOR LEADERSHIP SEVERANCE PLAN

PLAN DOCUMENT

AND

SUMMARY PLAN DESCRIPTION

Effective June 1, 2008

GMAC LLC
SENIOR LEADERSHIP SEVERANCE PLAN

TABLE OF CONTENTS

GMAC LLC
SENIOR LEADERSHIP SEVERANCE PLAN

DEFINITIONS

GMAC LLC
SENIOR LEADERSHIP SEVERANCE PLAN

PLAN DOCUMENT AND SUMMARY PLAN DESCRIPTION

     This is the Summary Plan Description (“SPD”) for the GMAC LLC Senior Leadership Severance Plan (the “Plan”). The Board of Managers (the “Board”) of GMAC LLC (the “Company”) adopted the Plan with an effective date of June 1, 2008. The Plan is intended to be an employee welfare-benefit plan under and subject to the Employee Retirement Income Security Act of 1974, as amended, and the applicable regulations promulgated thereunder (“ERISA”). As a SPD, its purpose is to explain the Plan for you and provide you with additional information regarding the Plan. You should read it carefully. This document also serves as the “plan document” for the Plan.

I. PURPOSE OF THE PLAN

     The Plan is intended to provide financial and other benefits to certain members of senior leadership in the event of a termination of employment. Severance payments are not to be viewed as automatic and are not compensation for past services, but instead are intended only as prospective payments that will be offered under certain circumstances to those selected for participation in the Plan at the discretion of the Company.

II. ELIGIBILITY AND PARTICIPATION

     A. Selected executives of the Company (“Senior Leaders”) will participate in the Plan. However, participation in the Plan will be determined on an individual basis by the Board’s Compensation and Leadership Committee (the “Committee”) in its sole discretion and on recommendation by the Company’s Chief Executive Officer (the “CEO”). The CEO will be a participant in the Plan unless the Committee decides otherwise.

     B. A Senior Leader who has been selected by the Committee to be a participant in the Plan will become a participant in the Plan upon signing a Participation Agreement substantially in the form attached to the Plan as Appendix A ( a “Participating Senior Leader”).

     C. The Committee may revoke a Participation Agreement at any time and for any reason or for no reason in its sole discretion upon one year advance written notice. Accordingly, a Participating Senior Leader will no longer participate in the Plan on and after the end of the one-year period immediately following the date the Participating Senior Leader receives a written notice from the Committee revoking his or her Participation Agreement; provided, however, that such revocation will not reduce any severance benefits to which the Participating Senior Leader is entitled due to a Qualified Termination of Employment that occurs on or before the end of such one-year period.

III. QUALIFIED TERMINATIONS OF EMPLOYMENT

     A. Plan benefits are payable only upon a “Qualified Termination of Employment,” which means a termination of a Participating Senior Leader’s employment with the Company as a result of either of the following:

     B. Accordingly, Plan benefits are not payable for an “unqualified” termination of employment as a result of any of the following:

     C. Plan benefits will not be paid unless and until the Participating Senior Leader signs and does not revoke a General Release substantially in the form attached to the Plan as Appendix C.

     D. “Cause” means any one of the following:

     E. “Good Reason” means:

     F. The Committee will determine in good faith whether Cause or Good Reason exists.

IV. PLAN BENEFITS

     A. If a Participating Senior Leader’s employment is terminated due to an Involuntary Termination Without Cause or a Resignation With Good Reason, then he or she will be entitled to receive Severance Pay. Severance Pay is computed as follows:

In addition, if a Participating Senior Leader’s employment is treated as a Resignation With Good Reason for purposes of the Plan, then such Participating Senior Leader’s termination of employment shall be treated as a “termination without Cause” under the Company’s Long-Term Equity Compensation Incentive Plan.

     B. Should a Change in Control occur, and should either an Involuntary Termination Without Cause or a Resignation With Good Reason occur within the Protection Period set forth in the Participating Senior Leader’s Participation Agreement, then all unvested long-term incentive compensation held by the Participating Senior Leader under any Company plan, program or arrangement shall immediately vest after the expiration of any revocation period associated with the General Release, and he or she will be entitled to receive CIC Severance Pay in lieu of the Severance Pay amount under Section IV-A. CIC Severance Pay is computed as follows:

In addition, should a Change in Control occur and if a Participating Senior Leader’s employment is treated as a Resignation With Good Reason for purposes of the Plan, then such Participating Senior Leader’s termination of employment shall be treated as a “termination without Cause” under the Company’s Long-Term Equity Compensation Incentive Plan.

     C. In order to qualify as a “short-term deferral” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), payment of the Severance Pay

or CIC Severance Pay will be made as a lump sum payment within 30 days of the later of the termination date or the expiration of any revocation period associated with the General Release.

     D. “Change in Control” means the first to occur of any of the following events:

     E. “IPO” means an underwritten sale to the public of the Company’s equity securities pursuant to an effective registration statement filed with the Securities and Exchange Commission on Form S-1 and after which the Company’s equity securities are listed on the New York Stock Exchange or the American Stock Exchange or are quoted on the NASDAQ Stock Market; provided that an IPO shall not include any issuance of the Company’s equity securities in any merger or other business combination, and shall not include any registration of the issuance of such equity securities to exiting security holders or employees of the Company on Form S-4 or Form S-8.

     F. A Participating Senior Leader will also be eligible for a prorated payout under the AIP, based on the number of days worked during the AIP performance period. Payment will be made at the same time AIP payments are made to other AIP participants and determined based on the approved funding level applicable to other Senior Leaders.

     G. A Participating Senior Leader may only terminate his or her employment as a Resignation With Good Reason if (i) such termination occurs within two (2) years of the date of the first occurrence of Good Reason, (ii) the Participating Senior Leader notifies the Company within ninety (90) days of the first occurrence of Good Reason, and (iii) the Company is provided at least thirty (30) days to cure (if curable).

     H. All other incentive plan benefits are governed by the applicable plan.

     I. If the Participating Senior Leader qualifies for health continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), he or she may elect to continue medical benefits as required by COBRA for up to eighteen (18)

months or until no longer qualifying for COBRA, whichever is shorter. The Company will reimburse actual COBRA costs incurred for up to 18 months.

V. PARTICIPATING SENIOR LEADER’S OBLIGATIONS

     A.  Non-Competition . At all times prior to and following a Participating Senior Leader’s termination of employment for any reason, including voluntary termination, then during the subsequent twelve months (Non-Competition Period) a Participating Senior Leader shall not at any time, directly or indirectly, engage in a Competitive Activity. “Competitive Activity” means shall mean an activity in which the Participating Senior Leader engages directly or indirectly (whether as a principal, agent, partner, member, employee, investor, owner, consultant, board member or otherwise) that is in material direct competition with the Company or any of its subsidiaries in any of the States within the United States, or countries within the world, in which the Company or any of its subsidiaries conducts business with respect to a business in which the Company or any of its subsidiaries engaged or was materially preparing to engage during employment and on the date of the termination of employment; provided, however, that an ownership interest of 1% or less in any publicly held company shall not constitute a Competitive Activity; and further provided, however, that the Participating Senior Leader may be employed by or otherwise associated with a business or entity of which a subsidiary, division, segment, unit, etc. is in material direct competition with the Company or any subsidiary but as to which such subsidiary, division, segment, unit, etc. the Participating Senior Leader has no direct or indirect responsibilities or involvement so long as the Participating Senior Leader does not breach the covenant of confidentiality contained in Section V-C.

     B.  Non-Solicitation . At all times prior to and following a Participating Senior Leader’s termination of employment for any reason, including voluntary termination, then during the subsequent twenty-four months (Non-Solicitation Period) a Participating Senior Leader shall not at any time, directly or indirectly, whether on behalf of himself or herself or any other person or entity (i) solicit any client and/or customer of the Company or any subsidiary with respect to a Competitive Activity or (ii) solicit or employ any employee of the Company or any subsidiary, or any person who was an employee of the Company or any subsidiary during the 60-day period immediately prior to the Participating Senior Leader’s termination, for the purpose of causing such employee to terminate his or her employment with the Company or such subsidiary.

     C.  Confidentiality . At all times prior to and following the termination date, a Participating Senior Leader shall not disclose to anyone or make use of any trade secret or proprietary or confidential information of the Company, including such trade secret or proprietary or confidential information of any customer or client or other entity to which the Company owes an obligation not to disclose such information, which he or she acquires during his or her employment with the Company, including but not limited to records kept in the ordinary course of business, except:

     D.  Non-Disparagement. At all times prior to and following the termination date, a Participating Senior Leader shall not make any statements or express any views that disparage the business reputation or goodwill of the Company and/or any of its subsidiaries, affiliates, investors, members, officers, or employees.

     E.  Resignation as Officer and Director . On or before the termination date, the Participating Senior Leader will submit to the Company in writing his or her resignation (as applicable) as (i) an officer of the Company and of all subsidiaries or affiliates and (ii) a member of the Board and of the board of managers of all subsidiaries or affiliates.

     F.  Return of Company Property . Immediately following the termination date, a Participating Senior Leader will immediately return all Company property in his or her possession, including but not limited to all computer equipment (hardware and software), telephones, facsimile machines, electronic communication devices, credit cards, office keys, security access cards, badges, identification cards and all copies (including drafts) of any documentation or information (however stored) relating to the business of the Company, its customers and clients or its prospective customers and clients.

     G.  Cooperation . Following the termination date, a Participating Senior Leader will cooperate willingly, as the Company may reasonably request, including his or her attendance and truthful testimony where deemed appropriate by the Company, with respect to any investigation or the Company’s defense or prosecution of any existing or future claims or litigations or other proceeding relating to matters in which he or she was involved or potentially had knowledge by virtue of his or her employment with the Company.

     H.  Enforcement of Section V. If a Participating Senior Leader materially violates any provision of this Section V, he or she shall immediately forfeit any right, title

and interest to any Severance Pay or CIC Severance Pay that has not yet been paid or provided and shall be required to repay to the Company a cash amount equal to the value of the Severance Pay or CIC Severance Pay that he or she has already received and shall reimburse the Company for its legal fees and costs associated with recovery of these amounts.

     I.  Enforcement of Non-Competition, Non-Solicitation and Confidentiality Covenants. If a Participating Senior Leader violates or threatens to violate any provisions of Section V, the Company shall not have an adequate remedy at law. Accordingly, the Company shall be entitled to such equitable and injunctive relief, without posting a bond, as may be available to restrain the Participating Senior Leader and any business, firm, partnership, individual, corporation or entity participating in the breach or threatened breach from the violation of the provisions of Section V. Nothing in the Plan shall be construed as prohibiting the Company from pursuing any other remedies available at law or in equ