General Motors Company

(a)
Note: Actual compensation amounts paid or earned by the NEOs during fiscal year 2010 are reflected in the
totals that are included in the “2010 Summary Compensation Table” on page 36.
Base Salaries, Salary Stock Units, and Restricted Stock Units
We relied on our comparator information for similar positions to support our recommendations for setting
the base salary for each NEO. As noted above in our discussion of TARP requirements and Special Master
proscriptions, cash base salaries for NEOs of TARP Exceptional Assistance Recipients are not allowed to exceed
$500,000 per year, except in appropriate cases approved by the Special Master for good cause shown, e.g., the
retention of critical talent and competitive compensation data for individuals in comparable positions.
In addition to base salary, the Special Master prescribed SSUs and RSUs. Compensation structures utilized
by our comparator companies consist of both annual and long-term incentives based on achievement of
significant business measures over varying time horizons. However, recommendations for the amount of SSUs
and RSUs which are a part of each NEO’s structure were based on a combination of the Special Master’s rules
and individual circumstances rather than competitive benchmarking. SSUs are not a competitive form of
compensation and are not included in the structures of any of our competitor companies.
Pursuant to the Special Master’s directives, the SSUs were granted to NEOs in lieu of a portion of their total
annual compensation with settlement thereof tied to commencing repayment of our TARP obligations. SSUs are
determined as a dollar amount through the date the salary is earned, accrued at the same time as the salary would
otherwise be paid, and vest immediately upon accrual, with the number of SSUs (granted on or after
December 31, 2010) based on the average of the high and low trading price of Common Stock on the date of
each quarterly grant.
Our NEOs are not allowed to participate in typical types of incentive plans, and we may grant only a limited
number of RSUs whose design complies with ARRA requirements. RSUs were awarded to NEOs on March 15,
2010 under the General Motors Long-Term Incentive Plan (the “LTIP”). The awards were granted in recognition
of the achievement of 2009 Operating Cash Flow (“OCF”) performance. As discussed below, the RSUs will vest
on the third anniversary of the grant date provided that the executive remains continuously employed with GM
through that date. RSUs will be settled when they vest except that, until all of our TARP aggregate financial
obligations have been repaid, vested awards will be settled in increments of 25% for each 25% of the TARP
aggregate financial obligations that have been repaid. Each RSU represents one share of Common Stock upon
settlement.
As part of our recovery plan, the 2009 OCF target before Special Items for the last six months of 2009 was
set at a cash flow of ($6.0) billion. The Special Items excluded from cash flow from operations were the impact
of discretionary pension and health care contributions, restructuring payments, and capital spending. This
objective performance criterion was developed and reviewed in consultation with the Special Master. At that
point in our operations, the only financial metrics available were derived from financial statements prepared for
post-bankruptcy operations and prior to the preparation of financial statements on a Generally Accepted
Accounting Principles (“GAAP”) fresh-start basis. Notwithstanding that the financial target was expressed in
non-GAAP pre-fresh-start measures, it was clear to us and agreed to by the Special Master that the OCF target
had been exceeded based on year-end OCF results of ($2.5) billion. Although we significantly exceeded our OCF
goal, the grants to certain NEOs made on March 15, 2010, were based on the target level (100%) of performance,
which was also the maximum amount payable.
Mr. Akerson was hired as CEO, replacing Mr. Whitacre, on September 1, 2010. He received no cash salary
or SSU grant for the period prior to September 1, 2010, as he was not an employee of the Company. His
compensation prior to September 1, 2010 was paid in the form of a director’s retainer as described in the “2010
Summary Compensation Table” on page 36.
Mr. Whitacre received no cash salary or SSU grant after September 1, 2010, as he was not an employee of
the Company during the remainder of 2010. His compensation after September 1, 2010, was paid in the form of a
director’s retainer and Chairman’s fees as described in the “2010 Summary Compensation Table” on page 36.
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