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EXHIBIT 10.3
GENERAL MOTORS CORPORATION 2007 CASH-BASED RESTRICTED STOCK UNIT
PLAN
SECTION 1. PURPOSE The purpose of the Amended General Motors
Corporation 2007
Cash-Based Restricted Stock Unit Plan ("the Plan") is to provide
incentives to
Employees for the creation of stockholder value through awards
of Cash-Based
Restricted Stock Units. The Corporation believes that these
incentives will
stimulate the efforts of Employees toward the long-term success
of the
Corporation and its Subsidiaries, as well as assist in the
recruitment of new
Employees. Capitalized terms as used in the Plan shall have the
definitions as
set forth in Section 12 of the Plan.
SECTION 2. ADMINISTRATION The Plan shall be administered by the
Committee. The
Committee shall have full discretionary power and authority,
subject to such
orders or resolutions not inconsistent with the provisions of
the Plan as may
from time to time be adopted by the Board, to (a) select the
Employees of the
Corporation and its Subsidiaries to whom Awards may from time to
time be granted
hereunder; (b) determine the number of Shares relating to each
Award granted
hereunder; (c) determine the terms and conditions, not
inconsistent with the
provisions of the Plan, of any Award granted hereunder; (d)
determine whether,
to what extent and under what circumstances Awards may be
canceled or suspended;
(e) determine whether, to what extent, and under what
circumstances payment with
respect to an Award shall be deferred at the election of the
Participant; (f)
interpret and administer the Plan and any instrument or
agreement entered into
under the Plan; (g) establish such rules and regulations and
appoint such agents
as it shall deem appropriate for the proper administration of
the Plan; and (h)
make any other determination and take any other action that the
Committee deems
necessary or desirable for administration of the Plan.
The Committee may, in its sole discretion, and subject to the
provisions of
the Plan and applicable law, from time to time delegate any or
all of its
authority to administer the Plan to the Corporation's Chief
Executive Officer.
The Chief Executive Officer may only grant Awards in accordance
with the terms
established by the Committee.
The decisions of the Committee shall be final, conclusive, and
binding with
respect to the interpretation and administration of the Plan and
any grant made
under it. The Committee shall make, in its sole discretion, all
determinations
arising in the administration, construction, or interpretation
of the Plan and
Awards under the Plan, including the right to construe disputed
or doubtful Plan
or Award terms and provisions, and any such determination shall
be conclusive
and binding on all Persons.
In the event of any merger, reorganization, consolidation,
re-capitalization, stock dividend, or other change in Corporate
structure
affecting the Corporation's Shares the Committee shall make such
adjustments in
the aggregate number of Shares underlying such awards
outstanding under this
Plan, the individual Award maximums, and the number of units
subject to Awards
granted under this Plan (provided the number of units subject to
any Award shall
always be a whole number), as may be determined to be
appropriate by the
Committee in order to prevent unintended enhancement or
diminution of the
benefits to participants of Awards hereunder, and any such
adjustment may, in
the sole discretion of the Committee, take the form of Awards
covering more than
one class of General Motors capital stock.
SECTION 3. ELIGIBILITY Any Employee shall be eligible to be
selected as a
Participant. Substitute Awards may be granted to any holder of
an award granted
by a company acquired by the Corporation or with which the
Corporation combines.
SECTION 4. CONDITIONS PRECEDENT Except for Awards that vest
pursuant to Section
6 of this Plan or Awards that vest pursuant to Section 5(c)(ii),
settlement of
any Award (or portion thereof) shall be subject to the
satisfaction of the
following conditions precedent that such Participant: (i)
continue to render
services as an Employee for a period of 12 months following the
date of the
Award (unless this condition is waived by the Committee), (ii)
refrain from
engaging in any activity which, in the opinion of the Committee,
is competitive
with any activity of the Corporation or any Subsidiary (except
that employment
at the request of the Corporation with an entity in which the
Corporation has,
directly or indirectly, a substantial ownership interest, or
other employment
specifically approved by the Committee, shall not be considered
to be an
activity which is competitive with any activity of the
Corporation or any
Subsidiary) and from otherwise acting, either prior to or after
termination of
employment with the Corporation or any Subsidiary, in any manner
inimical or in
any way contrary to the best interests of the Corporation, and
(iii) furnish to
the Corporation such information with respect to the
satisfaction of the
foregoing conditions precedent as the Committee or Corporation
shall request. If
the Committee shall determine that such Participant has failed
to satisfy any of
the foregoing conditions precedent, all Awards granted to such
Participant shall
be immediately canceled.
As used in this Section 4, the term Participant shall include
the
beneficiary or beneficiaries designated by such Participant as
provided in
Section 10(b) hereof, or if no such designation of any
beneficiary or
beneficiaries has
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been made, the Participant's legal representative or other
person(s) entitled to
any payment or benefit with respect to the Participant pursuant
to this Plan. As
a further condition precedent to the vesting and settlement of
all or any
portion of an Award, the Committee may, among other things,
require a
Participant to enter into such agreements as the Committee
considers appropriate
and in the best interests of the Corporation.
SECTION 5. CASH-BASED RESTRICTED STOCK UNITS
(a) Any Award shall be subject to the following terms and
conditions and to such
other terms and conditions as the Committee shall deem advisable
or appropriate,
consistent with the provisions of the Plan as herein set
forth.
(b) Cash-Based Restricted Stock Units shall be settled or paid
as soon as
practicable following the vesting thereof, in an amount, for
each Share
underlying the portion of the Award so vesting, equal to the
Fair Market Value
of such Share. Payments of Awards will be made solely in cash
not later than two
and one-half months after the end of the calendar year in which
vesting occurs.
(c) Awards granted under this Plan shall, in addition to the
other terms and
conditions of the Plan, be subject to the following
provisions:
(i) Vesting. Except for Awards that vest pursuant to Section 6
of this
Plan, or that vest in the case of death, as set forth in
Section
5(c)(ii)(C) below no portion of any Award shall vest prior to
the first
anniversary date of the Award date (unless otherwise established
by the
Committee or its delegate(s)). Unless the Committee shall
establish a
shorter or longer vesting period or different vesting schedule,
beginning
on the first anniversary date of the Award, one-third of the
Award will
vest and be paid, on the second anniversary date of the Award,
one-third of
the original Award will vest and be paid, and on the third
anniversary date
of the Award, the final one-third of the original Award will
vest and be
paid provided that the Participant remains employed through the
relevant
anniversary date.
(ii) Termination of Employment. If the Participant's employment
terminates
for any reason before an Award vests, the unvested portion of
such Award
then held by such Participant will be terminated, except as
follows:
(A) If a Participant retires from the Corporation at age 55 or
older
with ten or more years of credited service (or equivalent
normal
retirement age in countries outside the United States), subject
to the
other terms and conditions of the Plan, payment of
outstanding
Award(s) shall be prorated based on the number of months
employed
during the vesting period provided that such employee shall
have
remained employed through December 31 of the year of grant and
payment
of such prorated Award will be made in accordance with the
original
payment schedule set forth in such Award, but in no event later
than
two and one-half months after the end of the calendar year in
which
the termination of employment occurs.
(C) If a Participant's employment is terminated by reason of
death,
all Awards shall be prorated based on the number of months
employed
during the vesting period, and cash will be delivered in payment
of
such prorated Award as promptly as is practicable but in no
event
later than two and one-half months after the end of the calendar
year
in which the termination of employment occurs.
(D) If a Participant's employment is terminated through a
mutually
satisfactory release or other voluntary termination with the
consent
of the Corporation or divestiture of a business unit in which
the
Participant is employed, provided that such employee remain
employed
through the first anniversary date of grant, all unvested Awards
shall
be prorated based on the number of months employed during the
vesting
period, and payment of such prorated Award will be made in
accordance
with the original payment schedule set forth in such Award but
in no
event later than two and one-half months after the end of the
calendar
year in which the termination of employment occurs.
(E) If a Participant becomes disabled or begins any other type
of
approved leave of absence (excluding a leave for civilian local,
state
or federal governmental service, in which case Awards will
be
forfeited), unvested Awards will continue to vest while the
Employee
remains on the approved leave.
Notwithstanding the foregoing provisions, the Committee may at
any time
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