General Motors Company

• Long-term RSUs — which may not exceed one-third of total annual compensation are granted based
on annual business performance. The RSUs will be forfeited unless the employee remains with the
Company for at least three years following the grant, and will be delivered after the third anniversary
date of the grant in 25% installments for each 25% of our TARP obligations that has been repaid; and
• Benefits and perquisites — All “other” compensation and perquisites may not exceed $25,000 for
NEOs except in exceptional circumstances for good cause shown, e.g., payments related to expatriate
assignments. No severance benefits may be accrued or tax “gross-ups” paid, and no additional amounts
under supplemental executive retirement plans or other “non-qualified deferred compensation” plans
may be credited or accrued
Total annual compensation for our CEO was established in accordance with provisions set by the Special
Master. In addition, total annual compensation for other SEOs and the next 20 most highly compensated
employees was targeted at the 50th percentile of total compensation provided to persons in similar positions or
roles at similar companies. All incentives paid to these executives are subject to recovery or clawback if
payments are later found to be based on materially inaccurate financial statements or other materially inaccurate
performance metrics, or if the executive is terminated due to any misconduct that occurred during the period in
which the incentive was earned.
Objectives and Elements of Our Compensation Program
Historically, our compensation philosophy has been based on the following principles:
• Recognizing both Company and individual performance;
• Aligning long-term interests of our senior employees with those of our stockholders;
• Attracting, rewarding, and retaining critical leadership and technical talent; and
• Fostering a culture of ownership and accountability.
As discussed in the section entitled “Committees of the Board of Directors,” beginning on page 18, the
Compensation Committee now must balance the need to provide competitive compensation and benefits with the
requirements of TARP regulations. Working within the parameters set by the Special Master, the Compensation
Committee reviewed and approved corporate goals and objectives related to compensation and set individual
compensation amounts for the Chairman and CEO and NEOs.
Assessing Compensation Competitiveness
During 2010, we conducted our annual evaluation of compensation competitiveness to assess compensation
opportunities provided by other large companies. We generally set our total compensation targets at the median
of the comparator group for each position. We do not limit this comparator group to our industry alone because
compensation information is not available from most of our major competitors. We also believe it is important to
understand the compensation practices for NEOs at other U.S.-based multinationals as they affect our ability to
attract and retain diverse talent around the globe.
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