General Motors Company

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2010 SUMMARY COMPENSATION TABLE Non-Equity Incentive Plan Compensation Change in Pension Value and Nonqualified Deferred Compensation Earnings (8) All Other Compensation (9) Stock Option Name and Principal Position Year Salary Bonus Awards (6) Awards (7) TOTAL ($) ($) ($) ($) ($) ($) ($) ($) Daniel F. Akerson (1) Chairman & CEO ........... 2010 566,667 — 1,766,664 — 0 0 194,088 2,527,419 Edward E. Whitacre, Jr. (2) . . . 2010 1,133,333 — 3,533,330 — 0 0 336,417 5,003,080 Former Chairman & CEO .... 2009 0 — 0 — 0 0 181,308 181,308 Stephen J. Girsky (3) Vice Chairman, Corporate Strategy, Business Development, Global Product Planning & Global Purchasing and Supply Chain .................... 2010 416,667 — 3,225,000 — 0 6,782 63,609 3,712,058 Christopher P. Liddell (4) Former Vice Chairman & CFO ..................... 2010 747,596 — 5,450,000 — 0 0 27,545 6,225,141 Thomas G. Stephens ......... 2010 900,000 — 4,390,370 — 0 295,772 37,719 5,623,861 Vice Chairman & Global Chief Technology Officer .... 2009 1,087,500 — 945,833 — 0 0 78,785 2,112,118 2008 970,833 — 1,375,000 637,875 0 644,300 140,621 3,768,629 David N. Reilly (5) GM Vice President & President, Europe ........... 2010 804,398 — 1,985,681 — 0 0 347,747 3,137,826 (1) Mr. Akerson was elected Chairman on January 1, 2011. He was named CEO on September 1, 2010. He has been a member of the Board of Directors since July 24, 2009. The compensation shown in “All Other Compensation” includes fees paid to him for his service as a non-employee director and committee Chair through August 31, 2010. (2) Mr. Whitacre was Chairman and CEO until September 1, 2010, and remained on the Board of Directors as Chairman until he stepped down on January 1, 2011. The compensation shown in “All Other Compensation” includes the amount paid to him for his service as a non-employee director and Chairman fees during 2010. (3) Mr. Girsky was named Vice Chairman on March 1, 2010. He has been a member of the Board of Directors since July 10, 2009. His March 31, 2010 SSU grant made in recognition of his service as Senior Advisor to the Office of the Chairman is included in “Stock Awards” and the compensation shown in “All Other Compensation” includes fees paid to him for his service as a non-employee director through February 28, 2010. (4) Mr. Liddell joined GM on January 1, 2010 and resigned from GM effective April 1, 2011. (5) Mr. Reilly’s compensation, which is paid in British Pounds, has been converted to U.S. dollars, applying a monthly foreign exchange spot rate as provided by Reuters. Amounts shown elsewhere in this proxy statement were converted using a 365-day average foreign currency exchange rate. (6) For 2010 and 2009, the amounts shown in this column reflect the value of SSUs and RSUs at their grant dates to each of the NEOs. Individual grants are discussed in the “Grants of Plan Based Awards” table on page 39. We describe the valuation assumptions used in measuring the expense in Note 31 to the consolidated financial statements, “Stock Incentive Plans” in our Annual Report on Form 10-K. SSUs were awarded to NEOs in lieu of a portion of total annual cash compensation based on the most current value of the Company as determined by an independent third party through the September 30, 2010 grant date. SSUs awarded on December 31, 2010, were based on the average of the high and low trading price of Common Stock on the NYSE as of that date. 36
The 2008 awards include cash-settled Restricted Stock Units (“CRSUs”) granted by Old GM to Mr. Stephens under the 2007 GM Cash-Based Restricted Stock Unit Plan. These awards are included here at their grant date fair value of $925,000, but have no current value as we did not assume them following bankruptcy on July 10, 2009. The 2008 awards also include Stock Performance Plan awards granted by Old GM for the performance periods 2008-2010 under the Old General Motors 2007 Long-Term Incentive Plan. These awards are shown here at their fair value on the grant date of $450,000, but have no current value as we did not assume them from MLC on July 10, 2009. (7) Stock options granted by Old GM to the NEOs under the Old General Motors 2007 Long-Term Incentive Plan. These awards have no current value as we did not assume them following bankruptcy on July 10, 2009. We describe the valuation assumptions used in measuring the expense in Note 31 to the consolidated financial statements, “Stock Incentive Plans” in the Annual Report on Form 10-K. (8) These amounts represent the actuarial increase or decrease in the present value of the executive’s accrued benefit for 2010 attributed to year-over-year variances in applicable discount rates, lump sum interest rate, mortality rates, and employer contributions to tax-qualified and non-qualified plans as described in the section entitled “Pension Benefits and Retirement Programs Applicable to Executive Officers on page 41.” Mr. Reilly participates in the Vauxhall Motors Pension Plan (the “VMP”) and his pension calculations are based on data and assumptions for that plan. His pension value actuarially decreased in the amount of ($220,404) but as required by proxy reporting guidelines, the decrease is not reflected here. (9) Totals for amounts reported as “All Other Compensation” are described below. All Other Compensation Daniel F. Akerson Edward E. Whitacre, Jr. Stephen J. Girsky Christopher P. Liddell Thomas G. Stephens David N. Reilly ($) ($) ($) ($) ($) ($) Perquisites & Other Personal Benefits (i) ....................... 17,264 13,422 14,302 18,792 17,520 8,354 Employer Contributions to Savings Plans (ii) ......................... 9,800 9,800 9,800 7,300 4,000 0 Life Insurance and Death Benefits (iii) . . . 13,075 384 1,453 16,199 0 Relocation, Foreign Service Related Living Allowances, and Cost Reimbursements (iv) ............... 13,571 0 0 0 0 323,603 Other (v) ........................... 153,453 300,120 39,123 0 0 15,790 Total All Other Compensation .......... 194,088 336,417 63,609 27,545 37,719 347,747 (i) (ii) See “Personal Benefits” table on page 38 for additional information. Includes employer contributions to tax-qualified savings benefit plans. Pursuant to regulatory provisions for TARP recipients, no employer contributions have been made to non-qualified savings plans for NEOs after December 11, 2009. For Messrs. Akerson, Whitacre, Girsky, and Liddell, amounts also include tax-qualified retirement plan contributions. Mr. Reilly does not participate in these U.S.-based savings or retirement plans. (iii) Includes both Supplemental Life Benefits Program (“SLBP”) costs and Group Variable Universal Life (“GVUL”) insurance premiums. SLBP provides a cash benefit paid upon the death of an active U.S. executive at three times annual salary for executives appointed prior to January 1, 1989 and two times annual salary for executives appointed on January 1, 1989 or later. No income is imputed to the executive and the benefit is taxable as ordinary income to survivors when paid. The associated incremental cost reflects amounts contained in the U.S. Internal Revenue Service Table 1 for insurance premiums at comparable coverage limits based on the executive’s age. SLBP benefits for active executives were eliminated on May 1, 2010, and replaced with GVUL insurance. Company paid GVUL premiums are computed using annual salary and mortality rates and the amounts included here represent the cost of the portion in excess of the amount provided for all salaried employees (two times annual salary). Employees 37
Page 1: GENERAL MOTORS COMPANY Notice of An
Page 5 and 6: GENERAL MOTORS COMPANY 300 Renaissa
Page 7 and 8: a broker, bank, or other nominee, y
Page 9 and 10: accountants selected by the Audit C
Page 11 and 12: David Bonderman David Bonderman has
Page 13 and 14: Philip A. Laskawy Philip A. Laskawy
Page 15 and 16: CORPORATE GOVERNANCE Corporate Gove
Page 17 and 18: While the Board is ultimately respo
Page 19 and 20: • The resignation of the director
Page 21 and 22: Code of Ethics We have adopted a co
Page 23 and 24: Executive Committee Our Board of Di
Page 25 and 26: Under the General Motors Company De
Page 27 and 28: SECURITY OWNERSHIP OF DIRECTORS, NA
Page 29 and 30: Common Stock on each matter present
Page 31 and 32: EXECUTIVE COMPENSATION Risk Assessm
Page 33 and 34: As discussed more fully in the Comp
Page 35 and 36: During 2010, we used a comparator g
Page 37 and 38: Mr. Liddell was hired on January 1,
Page 39: With these principles as a foundati
Page 43 and 44: 2010 Grants of Plan Based Awards As
Page 45 and 46: Pension Benefits and Retirement Pro
Page 47 and 48: 2010 Nonqualified Deferred Compensa
Page 49 and 50: Mr. Whitacre stepped down from his
Page 51 and 52: considered whether the provision of
Page 53 and 54: When our TARP obligations are satis
Page 56: 2011 ANNUAL MEETING Fisher Building

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