General Motors Company March 15, 2010 Restricted Stock Unit Grant As Amended December 31, 2010

EX-10.31 4 dex1031.htm FORM OF GENERAL MOTORS COMPANY RESTRICTED STOCK UNIT GRANT AGREEMENT, AS AMENDED Form of General Motors Company Restricted Stock Unit Grant Agreement, as amended

Exhibit 10.31

Template 3

December 31, 2010

General Motors Company March 15, 2010 Restricted Stock Unit Grant

As Amended December 31, 2010

Private and GM Confidential

[insert name of Participant]

[insert location (e.g., GM do Brasil) of Participant]

Dear [insert name]

This letter amends the terms of your Award of Restricted Stock Units granted March 15, 2010 under the General Motors Company (GM) 2009 Long-Term Incentive Plan, as amended December 22, 2010 (the Plan).

A copy of the Plan can be found on Execunet in MySocrates. Capitalized terms used in this Award Agreement have the meaning given in the Plan unless noted otherwise. In the event of any conflict between this Award Agreement and the Plan, the terms of this Award Agreement shall prevail.

The full terms of your amended Award are set out in this Award Agreement and the Plan.

Details of the Award






General Motors Company, a Delaware corporation

Original Number of RSUs Granted to You    [insert number] Restricted Stock Units (RSUs) under the General Motors Company 2009 Long-Term Incentive Plan as amended March 1, 2010.
Original Grant Date    March 15, 2010
Amendment:    Effective December 31, 2010, the above Award has been amended by the Executive Compensation Committee of the General Motors Board of Directors to a Stock Award comprised of fully vested Restricted Stock
Restricted Stock Shares    [insert number] Restricted Stock Shares granted under the General Motors Company 2009 Long-Term Incentive Plan as amended December 22, 2010.
Payment    No amount is payable by you for the issuance of this Stock Award or in connection with the settlement of any Stock Award.
Nonforfeitability    This grant is not subject to forfeiture.

Performance Condition    Not applicable
Settlement Conditions and Settlement Date(s):   

Shares of GM Common Stock will be transferred to your Solium account effective December 31, 2010 and will be restricted from sale or transfer until the Settlement Date(s) below. This Stock Award is non-forfeitable during the restriction period.


The restriction from sale and transfer will lapse on the following Settlement Date(s):


100% of the Stock Award will become unrestricted March 15, 2013

Form of Payment    Shares of GM Common Stock credited to your account at Solium on the Grant Date will become unrestricted on the Settlement Date(s) above.
Termination of Employment    Undelivered RSUs will be settled on the scheduled settlement date
Important Information about TARP    The Corporation is subject to the requirements of the American Recovery and Reinvestment Act of 2009, and regulations issued by the U.S. Department of the Treasury thereunder. These requirements are known as “TARP” and are interpreted by the Office of the Special Master for TARP Executive Compensation. This Award may become subject to special requirements under TARP. If necessary, we have the right to change this Award, or interpret its provisions, so as to make it comply with TARP and rulings by the Special Master thereunder. In general, TARP applies to Awards granted to or held by the 100 most highly compensated employees of the Corporation and its Subsidiaries, and more stringent requirements apply to Awards granted to or held by the 25 most highly compensated employees. The determinations of these groups are made annually. If your Award is or becomes subject to TARP or to any rulings of the Special Master, you will be informed.
Certain Defined Terms    Certain terms used in this Award Agreement are defined in the Plan document. Some of these definitions are summarized below.

Additional Terms

The following additional terms apply to the Award to you, your participation in the Plan and the grant of RSUs (and any Shares) or Stock Awards to you. By accepting the Grant you irrevocably agree and acknowledge in favor of GM that:


1. to enable GM to issue you RSUs (and any Shares), and administer the Plan and any Award, you consent to the exchange and disclosure of your personal information, including transmission of that information from your country of employment, residence or citizenship, to other countries;


2. the Plan is established voluntarily by GM, it is discretionary in nature and it may be modified, suspended or terminated by GM at any time, as provided in the Plan;



3. the Award and your participation in the Plan is not offered in lieu of, or in substitution for, any payment of remuneration, severance payments, leave entitlements, or any other compensation payable to you;


4. participation in the Plan is voluntary and occasional and does not create any contractual or other right to future participation in the Plan, Awards or benefits in lieu of participation in the Plan, even if Awards are offered repeatedly;


5. Awards under, and your participation in, the Plan do not form part of your remuneration for the purposes of determining payments in lieu of notice of termination of your employment of office, severance payments, leave entitlements, or any other compensation payable to you. No Award, payment, or other right or benefit, under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit-sharing, group insurance, welfare or benefit plan of GM or any of its Subsidiaries;


6. GM, any of its Subsidiaries, their respective affiliates, officers and employees make no representation concerning the financial benefit or taxation consequences of any Award or participation in the Plan. You are strongly advised to seek your own professional legal and taxation advice concerning the impact of the Plan and your Award;


7. the future value of the underlying Shares is unknown and cannot be predicted with certainty and the Shares may increase or decrease in value;


8. you will have no entitlement to compensation or damages as a result of any loss or diminution in value of Shares, RSUs or any other rights acquired pursuant to the Plan, including, without limitation, as a result of the termination of your employment by GM or any of its Subsidiaries for any reason whatsoever and whether or not in breach of contract;


9. you have read this Award Agreement and the Plan carefully and understand their terms.

Acceptance Offer

To accept this offer you will need to follow the link below and indicate your acceptance of all the terms outlined in this Agreement and the Plan not later than January 31, 2011. In the United States, this Award will be taxable income for 2010 regardless of the timing of your acceptance. If you do not accept the grant by that time, this offer will lapse and be incapable of acceptance (unless otherwise agreed to by GM).

Method of Acknowledgement.

If you have any questions concerning this offer or the Plan you should refer to Execunet or Global Compensation (Chris Tipton ###-###-####).


Yours sincerely,