Form of Special Cash-Based RSU Grant Award Document for March 2007 Award

EX-10.5 6 k17334exv10w5.txt FORM OF SPECIAL CASH-BASED RSU GRANT AWARD DOCUMENT FOR MARCH 2007 AWARD EXHIBIT 10.5 [FORM OF] SPECIAL CASH-BASED RSU GRANT FOR MARCH 2007 AWARD In recognition of your contributions to GM's 2006 performance and your continued leadership in GM's turnaround, the Executive Compensation Committee has approved a special one-time Cash-based RSU granted on [____]. This grant will vest ratably over the next [____] years. DENOMINATION OF CASH-BASED RSU GRANT / DIVIDEND EQUIVALENTS The Cash-based RSU grant is denominated in shares of GM $ 1-2/3 par value Common stock and payable in cash at each vesting date. The number of units approved by the ECC for you is [____]. Quarterly dividend equivalents will be paid if declared in cash, beginning with the first payment in [____]. VESTING AND DELIVERY Provided all terms and conditions are met, the grant will vest ratably over the next [____] years and will be paid in cash on the following schedule: [____] of the grant will be valued and paid on (or paid as soon as practicable following) each of the following dates: [____] and will be included in your payroll check following the valuation date. The vesting and payment of the Cash-based RSU grant is subject to the Conditions Precedent as stipulated in the GM 2006 Cash-based Restricted Stock Unit Plan. The treatment of the unvested special Cash-based RSUs upon termination of employment is summarized below:
EVENT TREATMENT OF UNVESTED RSU GRANT ----- ------------------------------- Voluntary employment termination Forfeited in its entirety (quit), involuntary termination (for cause), unpaid personal leave (other than short-term disability or Family Medical Leave Act [FMLA]), violation of Conditions Precedent Permanent Disability or Death Vesting accelerated; remaining unvested units would be valued and paid as soon as practicable to employee/beneficiary Retirement, mutually satisfactory Grant to be delivered on the schedule release or involuntary termination set forth above subject to continued (without cause) compliance with the conditions precedent other than continued service Change in Control Vesting accelerated; remaining unvested units would be valued and paid immediately
Page 1 of 2 Notwithstanding the payment schedule described above, the 2006 Cash-based Restricted Stock Unit Plan permits us to accelerate or delay payment to you if required to avoid penalties under Section 409A of the Code. In most cases, you may not be able to receive payments in the first six months following your termination of employment. SEC REPORTING REQUIREMENTS Since these Cash-based RSUs are time-based they were reported immediately on a Form 4. AWARD SUBJECT TO THE PLAN This Award is issued under and subject to the provisions of the 2006 Cash-based Restricted Stock Unit Plan. Where the provisions of this Award expressly deviate from the terms of the Plan, the provisions of this Award shall be controlling. Please indicate your receipt of this term sheet by signing below and returning this to me. - ------------------------------------- ------------------------ Date Conditions Precedent: Vesting and delivery of any incentive plan awards and/or grants are subject to all of the 2006 Cash-based Restricted Stock Unit Plan terms, including the satisfaction of the following conditions precedent: - - Continued service as an employee with General Motors (unless waived by the Executive Compensation Committee [ECC] of the General Motors Board of Directors) - - Refrain from engaging in any activity which in the opinion of the ECC is competitive with any activity of General Motors Corporation or any subsidiary, and from acting in any way inimical or contrary to the best interests of General Motors Corporation (either prior to or after termination of employment) - - Furnish as shall be reasonably requested information with respect to the satisfaction of conditions precedent (except following a Change in Control). Page 2 of 2