General Motors Company

fraud, negligence, or intentional misconduct and posted it on our website, www.gm.com/investors, consistent
with the requirements for TARP recipients. Our recoupment policy now provides that if our Board or an
appropriate committee thereof has determined that any bonus, retention award, or incentive compensation has
been paid to any SEO or any of the next 20 most highly compensated employees of the Company based on
materially inaccurate misstatement of earnings, revenues, gains, or other criteria, the Board or Compensation
Committee shall take, in its discretion, such action as it deems necessary to recover the compensation paid,
remedy the misconduct, and prevent its recurrence. For this purpose, a financial statement or performance metric
shall be treated as materially inaccurate with respect to any employee who knowingly engaged in providing
inaccurate information or knowingly failed to timely correct information relating to those financial statements or
performance metrics. We will continue to review our policy to assure that it is consistent with evolving best
practices and SEC and NYSE requirements.
Luxury Expense Policy
As required by TARP regulations, we have adopted a luxury expense policy and posted it on our website
www.gm.com/investors, under “Corporate Governance” and then “General Motors Expense Policy”. The
policy’s governing principles establish expectations for every business expense, embodying the integrity and
values that promote the best interests of the enterprise.
Luxury or excessive expenditures are not reimbursable by GM under the policy. Such expenditures may
include, but are not limited to expenditures on entertainment or events, office and facility renovations, aviation,
transportation services, or other activities or events that are not reasonable expenditures for staff development,
performance incentives, or other similar measures conducted in the ordinary course of business operations.
Guidelines relating to transportation expenses are discussed in the section entitled “Personal Benefits” on
page 38.
Tax Considerations
As a recipient of TARP funds, 2010 base salaries for NEOs, up to an individual maximum of $500,000,
were tax deductible. We may not take a tax deduction for performance-based incentive awards or other
compensation for NEOs.
Corporate Governance, Risk Assessment, and Say-On-Pay
Our Compensation Committee is composed entirely of independent directors as determined by the Board
under NYSE guidelines, and as defined for various regulatory purposes. The Compensation Committee is
assisted in its work by an independent compensation consultant who takes direction directly from and is solely
responsible to the Compensation Committee, and is also aided in its deliberations by its own independent outside
legal counsel.
In addition to implementing the governance protections described above, the Compensation Committee has
adopted a compensation risk assessment process which may be found on page 27 of this proxy statement.
Finally, at the annual meeting, the Board will submit a proposal enabling stockholders to provide direction
and feedback on our executive compensation policies and practices. The Say-on-Pay proposal may be found on
page 48 of this proxy statement. Stockholders have the opportunity to cast a non-binding advisory vote which as
a TARP company we must provide annually on the compensation programs for our NEOs. Our Board of
Directors intends to review this feedback and evaluate any significant stockholder concerns as it considers future
compensation planning proposals.
2011 Compensation for Named Executive Officers
We have developed our 2011 compensation structure for our NEOs pursuant to the provisions of the UST
Loans, Special Master Determinations, and TARP statute and regulations. The elements of these plans are based
on the same principles as our 2010 plans.
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