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Exhibit 10(p)
FORM OF CONSENT AND WAIVER OF SEO
TO LOAN PARTIES
In consideration for the benefits I
will receive as a result of the participation of General Motors
Corporation (together with its subsidiaries and affiliates, the
“ Company ”) in the United States
Department of the Treasury’s Program for Systemically
Significant Failing Institutions (as set forth in Notice
2008-PSSFI) and any other economic stabilization program
implemented by the Department of the Treasury under the Emergency
Economic Stabilization Act of 2008 (the “ EESA
”) either prior to or subsequent to the date of this letter
from me (any such program, including the Program for Systemically
Significant Failing Institutions, an “ EESA
Program ”), I hereby voluntarily consent to and waive
any claim against any of the Company, the Company’s Board of
Directors, any individual member of the Company’s Board of
Directors and the Company’s officers, employees,
representatives and agents for any changes to my compensation or
benefits that are required to comply with the regulations issued by
the Department of the Treasury in connection with an EESA Program,
including without limitation the guidelines set forth in Notice
2008-PSSFI and the requirements of the Loan and Security Agreement
dated as of December 31, 2008 between the Company and the
United States Department of the Treasury (the “
Limitations ”).
I acknowledge that the
aforementioned regulations and Limitations may require modification
of the compensation, bonus, incentive and other benefit plans,
arrangements, policies and agreements (includi
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