Quarterly Report — Form 10-Q
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report for Period Ended June 30, 2007 HTML 1.21M
2: EX-10.1 Uaw-Delphi-Gm Memorandum of Understanding 46 127K
3: EX-10.2 Asset Purchase Agreement 86 395K
4: EX-10.3 2007 Cash-Based Restricted Stock Unit Plan 6 36K
5: EX-10.4 Form of Special Rsu Grant Award Document for March 2 11K
2007 Award
6: EX-10.5 Form of Special Cash-Based Rsu Grant Award 2 11K
Document for March 2007 Award
7: EX-10.6 364-Day Revolving Credit Agreement 58 237K
8: EX-31.1 Section 302 Certification of the Chief Executive HTML 13K
Officer
9: EX-31.2 Section 302 Certification of the Chief Financial HTML 13K
Officer
10: EX-32.1 Certification of the Chief Executive Officer HTML 9K
Pursuant to Section 906
11: EX-32.2 Certification of the Chief Financial Officer HTML 9K
Pursuant to Section 906
EX-10.4 — Form of Special Rsu Grant Award Document for March 2007 Award
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EXHIBIT 10.4
[FORM OF] SPECIAL RSU GRANT FOR MARCH 2007 AWARD
In recognition of your contributions to GM's 2006 performance and your continued
leadership in GM's turnaround, the Executive Compensation Committee approved a
special one-time RSU award which was granted on [____]. This grant will vest
ratably over the next [____] years.
DENOMINATION OF RSU GRANT / DIVIDEND EQUIVALENTS
The RSU grant is denominated in shares of GM $ 1-2/3 par value Common stock. The
number of shares approved by the ECC for you is [____]. Quarterly dividend
equivalents will be paid in cash, if declared, beginning in [____].
VESTING AND DELIVERY
Provided all terms and conditions are met, the grant will vest ratably over the
next [____] years and will be paid in the form of shares of GM stock on the
following schedule: [____] of the grant will vest and be settled on (or as soon
as practicable following) each of the following dates [____].
Upon receipt of the shares, you will be obligated to satisfy applicable
withholding tax requirements by delivering the required amount to GM in cash, or
directing that shares otherwise to be delivered to you having a value equal to
the required amount be withheld by GM.
As with any other incentive award, vesting and payment of the RSU grant is
subject to the Conditions Precedent as stipulated in the GM 2002 Stock Incentive
Plan.
The treatment of unvested RSU grants upon termination of employment is
summarized below:
[Download Table]
EVENT TREATMENT OF UNVESTED RSU GRANT
----- -------------------------------
Voluntary employment termination (quit), Forfeited in its entirety
involuntary termination (for cause),
unpaid personal leave (other than
short-term disability or Family Medical
Leave Act [FMLA]), violation of
Conditions Precedent
Permanent Disability or Death Vesting accelerated; remaining
unvested shares would be delivered
immediately to employee/beneficiary
in shares of stock
Retirement, mutually satisfactory Grant to be delivered on the schedule
release or involuntary termination set forth above subject to continued
(without cause) compliance with the conditions
precedent other than continued
service
Change in Control Vesting accelerated; remaining
unvested shares would be delivered
immediately
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Notwithstanding the payment schedule described above, the GM 2002 Stock
Incentive Plan permits us to accelerate or delay payment to you if required to
avoid penalties under Section 409A of the Code. In most cases, you may not be
able to receive payments in the first six months following your termination of
employment.
SEC REPORTING REQUIREMENTS
Since these RSUs are time-based, they were reported immediately on a Form 4 [,
and will be included in the 2008 proxy tables].
AWARD SUBJECT TO THE PLAN
This Award is issued under and subject to the provisions of the GM 2002 Stock
Incentive Plan. Where the provisions of this Award expressly deviate from the
terms of the Plan, the provisions of this Award shall be controlling.
Please indicate your receipt of this term sheet by signing below and returning
this to me.
------------------------------------ ---------------------------
Date
CONDITIONS PRECEDENT: Vesting and delivery of any incentive plan awards and/or
grants are subject to all of the GM 2002 Stock Incentive Plan terms, including
the satisfaction of the following conditions precedent:
- Continued service as an employee with General Motors (unless waived by the
Executive Compensation Committee [ECC] of the General Motors Board of
Directors)
- Refrain from engaging in any activity which in the opinion of the ECC is
competitive with any activity of General Motors Corporation or any
subsidiary, and from acting in any way inimical or contrary to the best
interests of General Motors Corporation (either prior to or after
termination of employment)
- Furnish as shall be reasonably requested information with respect to the
satisfaction of conditions precedent (except following a Change in
Control).
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