General Motors Company

(c) Upon joining the Board in July 2009, Mr. Bonderman requested that his annual retainer of $200,000 for
service on the Board be reduced to one dollar. Effective August 2010, his annual Board retainer of $200,000
was reinstated.
(d) Mr. Kresa retired from the Board effective August 3, 2010.
(e) Ms. Russo was appointed Lead Director on March 2, 2010.
(f) Dr. Telles joined the Board on April 13, 2010.
All Other Compensation
Totals for amounts reported as “All Other Compensation” in the preceding “2010 Non-Employee Director
Compensation” table are described below:
Director
Aggregate
Earnings on
Deferred
Compensation
Company
Vehicle (a) Other (b) Total
($) ($) ($) ($)
David Bonderman 0 8,025 120 8,145
Erroll B. Davis, Jr. (c) 1,167 8,025 120 9,312
E. Neville Isdell 0 8,025 120 8,145
Robert D. Krebs 0 8,025 120 8,145
Kent Kresa (c) 940 7,356 80 8,376
Philip A. Laskawy 0 8,025 120 8,145
Kathryn V. Marinello 0 8,025 120 8,145
Patricia A. Russo 0 8,025 120 8,145
Carol M. Stephenson 0 8,025 120 8,145
Cynthia A. Telles 0 4,681 80 4,761
(a)
(b)
(c)
Includes incremental costs for company vehicles which are calculated based on the average monthly cost of
providing vehicles to all directors, including lost sales opportunity and incentive costs, if any; insurance
claims, if any; licensing and registration fees; and use taxes.
Reflects cost of premiums for providing personal accident insurance. If a director elected to receive
coverage, the taxes related to the imputed income are the responsibility of the director.
We assumed the General Motors Corporation Compensation Plan for Non-Employee Directors (“Old GM
Director Compensation Plan”), and it remains in place with respect to past deferrals of compensation to Old
GM directors who are members of our Board. The amounts reported under “Aggregate Earnings on
Deferred Compensation” reflect interest on fees for service on the Old GM Board deferred in cash-based
alternatives. Old GM did not credit interest at above-market rates. In general, Old GM did not pay deferred
amounts until January following the director’s retirement or separation from the Old GM Board. Old GM
then paid those amounts, either in lump sum or in annual installments for up to ten years based on the
director’s deferral election.
Compensation Committee Interlocks and Insider Participation
No executive officer of GM served on any board of directors or compensation committee of any other
company for which any of our directors served as an executive officer at any time during the year ended
December 31, 2010.
Director Stock Ownership Requirements and Holding Requirement
Effective January 1, 2011, each non-employee director is required to own Common Stock or related share
units with a market value of at least $300,000. Each director has up to five years from the later of the effective
date or the date he or she is first elected to the Board to meet this ownership requirement. Under this policy,
non-employee directors are prohibited from selling any securities issued by the Company (or derivatives related
to those securities) while they are members of the Board. This policy is set forth in our Board’s Corporate
Governance Guidelines, and the Board intends to review it annually to ensure that it is effective in aligning the
interests of the Board and our stockholders.
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