~~actions taken to mitigate these risks as well as reviewing management’s assessment of legal and regulatory risks identified in the Company’s compliance programs;~~

~~Individual Recommendations~~. The following changes were made to the NEOs’ compensation to recognize their contributions in returning the business to profitability and motivating the leadership team to achieve key business initiatives. Additional information regarding these compensation decisions is provided in “2012 Compensation for Named Executive Officers” on page 38. No adjustments were made to base salaries for ~~NEOs.~~

NEOs in 2013. Mr. Akerson’s ~~mix~~SSU awards remained at the 2012 level. The other NEOs, with the exception of ~~pay elements was adjusted~~Dr. Neumann, received increases in SSU awards to ~~allocate a greater portion of his~~maintain their total ~~target remuneration to SSUs (while maintaining his total annual~~ compensation at ~~$9 million),~~competitive levels.

Our pay-for-performance compensation philosophy would ordinarily compel us to reward our executives based on GM’s business performance on a more strategic basis than what is prescribed by UST regulations,

which strictly limit performance-based compensation for senior management and rely only on stock price performance for the incentives that are permitted. As soon as we move to a compensation structure that is consistent with our performance compensation philosophy, we will adopt a more balanced approach to compensation comprised of both short- and long-term incentives based on financial and operational metrics, including an appropriate mix of cash and equity to maintain focus on business results and alignment with our stockholders.

This structure will include an annual bonus that may be earned upon achievement of our annual financial and operating performance goals and individual contribution, as well as longer term components with performance periods over varying time horizons. We believe that the achievement of both short- and long-term goals is an important cornerstone of employee engagement that maintains a critical line of sight between company performance and individual rewards. We also believe that this balanced approach to total compensation will link individual and business performance to our stockholders’ interests and support good governance objectives and compensation best practices, while mitigating risk to our business and enhancing our ability to attract, retain, and reward talent to support the long-term success of the Company.

~~The only incentives allowable – RSUs – are capped at the target level, and may not be increased based on performance.~~


(2)	~~None of the earnings~~Earnings that may be included in column (d) are not reported in the “Change in Pension Value and Nonqualified Deferred Compensation” totals and footnote 53 included in the ~~“2012~~“2013 Summary Compensation Table” on page ~~45,~~41, because we do not pay above-market earnings on U.S. deferred compensation.


(3)	Payments of vested SSUs granted on various dates and at various share prices were made to each of the NEOs as described in the ~~“2012~~"2013 Grants of Plan Based ~~Awards”~~Awards" table on page ~~47.~~44.


(4)	Aggregate balances include both vested and unvested contributions subject to forfeiture as described for each NEO in the section titled, “Potential Payments Upon Termination or Change in Control” ~~below.~~on page 49.

Long-Term Restricted Stock: Planned long-term incentive awards equal to up to one third of 2012 compensation and based on 2012 Company performance. The awards were granted in March 2013 and will vest as follows: two-thirds after two years and one third after three years of service based on the repayment of GM’s TARP obligations; and

~~Perquisites and other compensation~~: Limited the payment of perquisites and other compensation to $25,000 or less for all SEOs and next 20 most highly compensated employees, unless good cause was shown. Severance payments to SEOs were prohibited and the accrual of any non-qualified deferred compensation or supplemental executive retirement plan benefit for SEOs was also prohibited.

~~Working within the established parameters, the following risk considerations were taken into account as we developed incentive plans for all executives:~~

~~Incentive plan metrics must be aligned with business strategy;~~

~~Performance objectives must be balanced with quality/sustainability of such performance;~~

~~The full range of potential payouts under each plan must be understood;~~

~~Payouts must be capped;~~

~~Leverage and ratio of incentive compensation to total compensation must be appropriate;~~

~~Performance, structure, and incentive plan payouts for executives below the Top 100 must be comparable to industry/peers;~~

~~The Compensation Committee reserves the right to exercise discretion where appropriate and within the established parameters;~~

~~The plans must focus on long-term performance that aligns with stockholder interests;~~

~~A recoupment policy must provide for clawback of incentive payouts based on revised financials that would result in lower incentive payouts; and~~

~~The Compensation Committee discusses risk when considering incentive programs.~~

~~In addition, the Compensation Committee also took the following actions:~~

Maintained a clawback policy that renders incentive awards subject to recoupment when reasonable to do so if the award was based on materially inaccurate financial statements or materially inaccurate performance metric criteria;

Maintained a securities trading policy that prohibits executive officers from buying or selling GM securities when in possession of material non-public information and any transactions require the specific approval of our Legal Staff. Trading in GM derivatives (i.e., puts and calls) and short sales of GM Securities are also prohibited;

~~Prohibited the accrual of any bonus or retention award for SEOs; and~~

Prohibited tax gross ups for SEOs and next 20 most highly compensated employees after October 22, 2009, for the remaining 26 – 100 employees after December 11, 2009, and for all other executives after February 1, 2010, except where permitted in conjunction with expatriate or foreign service related allowances and cost reimbursements.

~~(6)~~

The following narrative description identifies other employee compensation plans and explains how any unnecessary risks posed by the other employee compensation plans have been limited, and further explains how the other employee compensation plans do not encourage the manipulation of reported earnings to enhance the compensation of any employee:

~~GMAM Incentive Plans~~

–

Annual Incentive Plan (“AIP”): Performance based on a combination of overall GMAM investment performance, unit/group investment performance, individual fund investment performance, business metrics (e.g., de-risking strategies), and reduction of third party assets. Overall GMAM investment performance is measured over one-year and three-year performance periods (with 75 percent weight given to the three-year performance), providing a longer term focus and discouraging risk for short-term gain.

–

Safeguards include: regular meetings with the Investment Policy Committee; ongoing oversight by senior GM financial management and internal audits by GM Audit Services; Compensation Committee approval of payout funds; and GM Senior Vice President and Chief Financial Officer’s review of individual awards. The GMAM CEO does not participate in this plan.

~~GM Financial Incentive Plans~~

–

Officer Bonus Plan – Performance based on a combination of GM Financial metrics (e.g., Adjusted EBT, credit losses, core originations, GM non-prime U.S. leases, GM Canadian leases, GM Floor Plan, and GM new originations)

–

Safeguards include: review of business plans and bonus metrics by the GM Senior Vice President & Chief Financial Officer, ongoing oversight by GM senior management, internal audits by GM Audit Services and GM Compensation Committee approval of funds and metrics.

~~Other Salaried Employee compensation plans in U.S. and non-U.S. locations are comprised of the following elements:~~

–

~~Base salary;~~

–

~~Benefits and welfare payments required by U.S. or foreign law;~~

–

~~Variable pay plans;~~

–

~~Recognition awards (lump sum payments);~~

–

~~Pension plans;~~

–

~~Savings plans;~~

–

Safeguards which include: approval of all compensation and benefit plans by GM Global Compensation Staff, and the Vice President, Global Human Resources (U.S. plans) or appropriate Regional President (non-U.S. plans).

~~(7)~~

In carrying out its duties, the Compensation Committee has the authority to retain outside compensation, legal, and other advisors to assist in performing its functions. During 2012 the Compensation Committee engaged an independent executive compensation consulting firm, Compensation Advisory Partners LLC (“CAP”). A representative of the consulting firm attends all Committee meetings, either in person or via telephone conference, consults with and advises Committee members on executive compensation matters—including the form and amount of various pay elements—as needed, and develops and interprets benchmarking data for the Committee’s use in its deliberations.

~~During the past three years, CAP provided the following services for the Compensation Committee and provided no additional services to management:~~

–

~~Compensation Committee consultation and advice;~~

–

~~Meeting attendance and participation (both telephonic and in person);~~

–

~~Competitive market analysis of compensation and governance practices; and~~

–

~~Benchmarking data for executive positions~~

~~The Compensation Committee also retained independent outside legal counsel, Davis Polk & Wardwell LLP (“Davis Polk”).~~

The external advisors report directly to the Compensation Committee and all work performed by the external advisors is overseen by the Compensation Committee. The outside advisors participate in Compensation Committee meetings and discussions to help ensure Compensation Committee members have a thorough understanding of the issues under consideration, and they may be asked to provide additional materials or analysis to further clarify issues being discussed. In addition to information prepared by the Compensation Committee’s external advisors, GM’s Global Compensation Staff obtains compensation and benefit-related market data and analysis from several major providers and uses it to plan compensation for the broader executive group and other employee groups.

During 2012 there was no bonus, variable pay, or other employee benefit plan for salaried employees that could provide incentive for employees to manipulate reported earnings or enhance the compensation of any employee.

~~The foregoing certifications are made and delivered in my capacity described above for and on behalf of General Motors Company as of the date first written above.~~


~~GENERAL MOTORS COMPANY~~ ~~Executive Compensation Committee~~
E. Neville Isdell (Chair)	David Bonderman
James J. Mulva	Patricia F. Russo
Theodore M. Solso	Carol M. Stephenson

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The following Audit Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement or any portion hereof into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed thereunder.

Audit Committee Report

The Audit Committee of the General Motors Board of Directors is a standing committee composed of ~~five~~six directors who meet the independence, financial expertise, and other qualification requirements of the NYSE and applicable securities laws. It operates under a written charter adopted by the Committee and approved by the Board of Directors, which is posted on our website atwww.gm.com/investor, under “Corporate Governance.” The members of the Committee are Thomas M. Schoewe (Chair), Erroll B. Davis, Jr., Robert D. Krebs, Kathryn V. Marinello, Admiral Michael G. Mullen and Theodore M. Solso. The Board has determined that Mr. Schoewe, Mr. Davis, Mr. Krebs, Ms. Marinello, and Mr. Solso qualify as “audit committee financial experts” as defined by the SEC’s regulations. The Committee annually selects the Company’s independent registered public accounting firm.

Management is responsible for the Company’s internal control and the financial reporting process and has delivered its opinion on the strength of controls. The independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements and opining on the effectiveness of those controls in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and issuing their reports thereon. As provided in its charter, the Committee’s responsibilities include monitoring and overseeing these processes.

Consistent with its charter responsibilities, the Committee has met and held discussions with management and Deloitte & Touche LLP (“Deloitte”), the Company’s independent registered public accounting firm for ~~2012,~~2013, regarding the Company’s audited financial statements as of December 31, ~~2012~~2013 and for the year then ended. In this context, management represented to the Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States. The Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm and discussed with the independent registered public accounting firm matters required to be discussed by the standards of the PCAOB.

The Company’s independent registered public accounting firm has also provided to the Committee the written disclosures required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communication with the Committee concerning independence. The Committee has also considered whether the provision of non-audit services is compatible with maintaining the independent registered public accounting firm’s independence. The Committee concluded that Deloitte is independent from the Company and its management.

Based upon the Committee’s discussions with management and the independent registered public accounting firm as described in this report and the Committee’s review of the representation of management and the report of the independent registered public accounting firm to the Committee, the Committee recommended to the Board of Directors and the Board of Directors approved the inclusion of the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2012,~~2013, filed with the SEC.

Audit Committee

Thomas M. Schoewe (Chair)

Erroll B. Davis, Jr.

Robert D. Krebs

Kathryn V. Marinello

Michael G. Mullen

Theodore M. Solso

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Fees Paid to Independent Registered Public Accounting Firm

The Audit Committee retained Deloitte to audit the Company’s consolidated financial statements and the effectiveness of internal controls, as of and for the year ended December 31, ~~2012.~~2013. The Company and its subsidiaries also retained Deloitte and certain of its affiliates, as well as other accounting and consulting firms, to provide various other services in ~~2012.~~

2013.

The services performed by Deloitte in ~~2012~~2013 were pre-approved in accordance with the pre-approval policy and procedures established by the Audit Committee. This policy requires that during its first meeting of the year, the Audit Committee will be presented, for consideration, a description of the Audit-Related, Tax, and All Other Services expected to be performed by Deloitte during the fiscal year. Any requests for such services for $1 million or more not contemplated and approved during the first meeting must thereafter be submitted to the Audit Committee (or the Chair of the Audit Committee in an urgent case) for specific pre-approval. Requests for services less than $1 million individually must be pre-approved by the Audit Committee Chair and reported to the full Audit Committee at its next regularly scheduled meeting. The independent registered public accounting firm selected for the following year presents the proposed annual Audit services and their related fees to the Audit Committee for approval on an audit-year basis.

The Audit Committee determined that all services provided by Deloitte in ~~2012~~2013 were compatible with maintaining the independence of Deloitte.

The following table summarizes Deloitte fees billed or expected to be billed in connection with ~~2012~~2013 services. For comparison purposes, actual billings for ~~2011~~2012 services are also displayed.

Type of Fees
2012
(In millions)

2011
(In millions)
Annual Audit Services
   $36    $38
Audit-Related Services
     $6        6
Tax Services
     $5        5
Subtotal
   $47    $49
All Other Services
   —    —
Total
   $47    $49



Type of Fees	2013 (In millions)		2012 (In millions)
Annual Audit Services	$	38	$	36
Audit-Related Services	8		6
Tax Services	8		5
Subtotal	$	54	$	47
All Other Services	—		—
Total	$	54	$	47

Audit Fees:~~$36~~ $38 million for the audit of the Company’s annual consolidated financial statements, including reviews of the interim financial statements contained in the Company’s Quarterly Reports on Form 10-Q and audits of statutory financial statements.

Audit-Related Fees:$6 $8 million for assurance and related services that are traditionally performed by the independent registered public accounting firm. More specifically, these services include employee benefit plan audits, due diligence related to mergers and acquisitions, accounting consultations and audits in connection with proposed acquisitions, internal control consultations, attestation services that are not required by statute or regulation, and consultation concerning financial accounting and reporting standards.

Tax Fees:$58 million for tax compliance, tax planning, and tax advice. Tax compliance involves preparation of original and amended tax returns and claims for refund. Tax planning and tax advice encompass a diverse range of services, including assistance with tax audits and appeals, tax advice related to mergers and acquisitions and employee benefit plans, and requests for rulings or technical advice from taxing authorities.

All Other Fees: The Company did not engage Deloitte for any significant services for the year ended December 31, ~~2012.~~2013.

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Item No. 2

Ratification of the Selection of Deloitte & Touche LLP for ~~2013~~

2014

The Audit Committee has selected Deloitte as GM’s independent registered public accounting firm for ~~2013,~~2014, the Board of Directors has concurred in an advisory capacity with that selection, and the selection is now being submitted to the stockholders at the annual meeting for their ratification or rejection. If the stockholders do not ratify the selection of Deloitte as the independent registered public accounting firm, the Audit Committee will reconsider whether to engage Deloitte but may ultimately determine to engage that firm or another audit firm without re-submitting the matter to stockholders. Among the factors the Audit Committee may consider in making this determination are the difficulty and expense of changing independent registered public accounting firms in the middle of a fiscal year. Even if the stockholders ratify the selection of Deloitte, the Audit Committee may in its sole discretion terminate the engagement of Deloitte and direct the appointment of another independent registered public accounting firm at any time during the year, although it has no current intention to do so.

Deloitte and its predecessor companies have been GM's or General Motors Corporation's auditors since 1918. The Audit Committee considers Deloitte well qualified, with offices or affiliates in or near most locations in the U.S. and other countries where General Motors operates.

Representatives of Deloitte will attend the annual meeting and will have the opportunity to make any statement they wish. They will also be available to respond to appropriate questions.

~~The Board of Directors recommends a voteFOR~~ ~~the proposal to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for GM and its subsidiaries for 2013.~~



The Board of Directors recommends a vote FOR the proposal to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for GM and its subsidiaries for 2014.

Item No. 3

Advisory Vote to Approve Executive Compensation

Executive compensation is an important matter for our stockholders.

The Dodd-Frank Wall Street Reform and Consumer Protection Act requires that we provide you with the opportunity to vote to approve, on a non-binding advisory basis, the compensation of our Named Executive Officers, as disclosed in this proxy statement in accordance with the compensation disclosure rules of the SEC.

In ~~2012,~~2013, more than 9798 percent of the votes cast at the annual meeting were “favorable” to our Say-on-Pay proposal. With this result in mind and recognizing the ~~continued~~ impact of UST requirements in 2013, the Compensation Committee has approved the compensation arrangements described in our CD&A beginning on page 3331 for our Named Executive Officers. We urge you to read the CD&A section of this proxy statement for a more complete understanding of our executive compensation plans, including our compensation philosophy and objectives and the ~~2012~~2013 compensation of Named Executive Officers.

When we no longer comply with UST requirements, in accordance with SEC regulations we will ask stockholders whether they would prefer to participate in the advisory Say-on-Pay vote every year, every two years, or every three years.

We are asking stockholders to vote on the following resolution:

RESOLVED, that the compensation paid to the company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and the related narrative discussion, is hereby APPROVED.

As an advisory vote, this proposal is non-binding. Although the vote is non-binding, the Board of Directors and the Compensation Committee value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for Named Executive Officers.

Vote Required

The affirmative vote of a majority of the shares of our Common Stock present or represented by proxy and entitled to vote at the annual meeting is required for approval of this proposal. If you own shares through a

broker, bank, or other nominee, you must instruct your broker, bank, or other nominee on how to vote your shares to ensure that your shares will be represented and voted on this proposal.



The Board of Directors recommends a vote FOR the advisory proposal to approve executive compensation.



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Item No. 4

Advisory Vote to Approve the Frequency of a Stockholder Advisory Vote on Executive Compensation

The Dodd-Frank Wall Street Reform and Consumer Protection Act provides that stockholders be given the opportunity to vote, on a non-binding advisory basis, for how frequently we should seek advisory votes in the future on the compensation of our Named Executive Officers, as disclosed in accordance with the compensation disclosure rules of the SEC. By voting with respect to this Proposal, stockholders may indicate whether they would prefer that we conduct future advisory votes to approve the compensation of the Named Executive Officers once every one, two, or three years. Stockholders also may abstain from casting a vote on this proposal.

Our Board of Directors believes that an annual advisory vote to approve the compensation of the Named Executive Officers will allow our stockholders to provide timely, direct input on the Company’s executive compensation philosophy, policies and practices disclosed in the proxy statement each year. The Board has determined that an annual vote is therefore consistent with the Company’s interest in obtaining your input on executive compensation matters. The vote is advisory, which means that the vote is not binding on the Company, our Board of Directors, or the Compensation Committee.

Stockholders may cast a vote on the preferred voting frequency by selecting the option of one year, two years, or three years (or abstain) when voting in response to the resolution set forth below.

We will present the following resolution to the meeting:

RESOLVED, that the stockholders determine, on an advisory basis, whether the preferred frequency of an advisory vote on the executive compensation of the Company’s Named Executive Officers as set forth in the Company’s proxy statement should be every one year, every two years, or every three years.

As an advisory vote, this proposal is non-binding. Although the vote is non-binding, the Board of Directors and the Compensation Committee value the opinions of our stockholders and will consider the outcome of the vote when determining how often to submit an advisory vote on compensation for Named Executive Officers to our stockholders.

Vote Required

If the option of "one year," "two years," or "three years" receives votes from the majority of shares present in person or by proxy and entitled to vote, it will be deemed to win this non-binding advisory vote. The Board of Directors intends to adopt the option that receives the most votes . If you own shares through a broker, bank, or other nominee, you must instruct your broker, bank, or other nominee on how to vote your shares to ensure that your shares will be represented and voted on this proposal.



The Board of Directors recommends that you vote for the option of every ONE YEAR as the preferred frequency for a stockholder advisory vote on executive compensation.

Item No. 5
Approval of the General Motors Company 2014 Short-Term Incentive Plan
The Board of Directors recommends for stockholder approval the General Motors Company 2014 Short-Term Incentive Plan (the “2014 STIP”), including the menu of performance measures that may be used for awards thereunder. Upon approval, the 2014 STIP, a ~~voteFOR~~cash-based plan, will replace the ~~advisory proposal~~Company’s existing Short-Term Incentive Plan. The awards approved in January 2014 for performance during 2014 described in the CD&A on page 31 were awarded under the 2009 STIP, and the Company intends to ~~approve~~make awards under the 2014 STIP , if approved, starting in 2015.

Background

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The Company’s prospective executive ~~compensation.~~compensation program is designed so that a meaningful portion of each executive’s total compensation opportunity is placed at-risk through awards made under short-term and long-term incentive plans. The 2014 STIP will provide the Company with the ability to align the global executive team toward the achievement of Company performance objectives by conditioning annual cash incentive awards on performance conditions established by the Compensation Committee, which is comprised of independent directors. The final value of awards will be based upon the achievement of specified financial, operational, and individual goals.

The 2014 STIP has been designed to meet the requirements of Section 162(m) of the IRC for qualified performance-based compensation so that the Compensation Committee has the ability to issue awards to our senior executives and preserve deductibility for the Company with respect to those awards.

The 2014 STIP document is attached as Exhibit A, and the description set forth below is qualified in its entirety by the complete 2014 STIP document.

Summary of General Motors Company 2014 Short-Term Incentive Plan

Under the 2014 STIP, the Compensation Committee may grant awards from March 11, 2014 through May 31, 2019, subject to stockholder approval of the 2014 STIP.



Key Provisions	Description
Eligible Participants	Employees of the Company and its subsidiaries, including employees who are subject to the limitations of Section 162(m) of the IRC, which generally include our CEO and certain other most-highly compensated executive officers, referred to as “Covered Employees.”
Plan Administration	The 2014 STIP is administered by the Compensation Committee, which has the authority to: identify the eligible individuals who will receive awards; determine the target amounts and terms and conditions of awards; interpret and administer the 2014 STIP; establish, amend, suspend or waive any rules and regulations under the 2014 STIP, and make any other determinations or take any other actions to administer the 2014 STIP. Subject to any limits established by the Compensation Committee, the Compensation Committee may delegate to one or more members of the Compensation Committee or officers of the Company (including the CEO) the authority to establish awards and take other actions under the 2014 STIP; provided that officers of the Company may not be delegated authority with respect to awards for Covered Employees whose awards are intended to constitute qualified performance-based compensation for purposes of Section 162(m) of the IRC.
Limitations of Individual Awards	In any given calendar year, no award to a Covered Employee that is intended to constitute qualified performance-based compensation for purposes of Section 162(m) of the IRC may pay out at more than $7.5 million under the 2014 STIP.
Target Awards	The Compensation Committee will establish the terms of awards under the 2014 STIP, including the applicable performance period, the participating employees, the target awards (including any minimum or maximum amounts), the applicable performance conditions and targeted achievement levels, and any other applicable terms and conditions.
Final Awards	After the end of the performance period, the Compensation Committee will determine the final awards by applying the performance conditions and making any adjustments (upward or downward) that the Compensation Committee deems appropriate, subject to the limitations applicable to Covered Employees whose awards are intended to constitute qualified performance-based compensation under Section 162(m) of the IRC.



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Limits on 162(m) Qualified Awards	For any award to a Covered Employee that is intended to be qualified performance-based compensation for purposes of preserving tax deductibility under Section 162(m) of the IRC, during the beginning of the performance period, the Compensation Committee will establish and approve in writing one or more of the performance measures from the list described below, the targeted achievement levels for such performance measures, and an objective formula or methodology to determine the maximum amount payable under the award. After the end of the performance period, the Compensation Committee will certify in writing the extent to which the applicable performance measures have been satisfied and the amount payable with respect to the award. The Compensation Committee may then adjust such maximum amount downward as it deems appropriate, including to reflect any additional performance factors. The performance measures from which the Compensation Committee may choose for awards to Covered Employees intended to be qualified for purposes of Section 162(m) of the IRC, are as follows: Asset turnover, cash flow, contribution margin, cost objectives, cost reduction, earnings before interest and taxes (EBIT), earnings before interest, taxes, depreciation and amortization (EBITDA), earnings per share, economic value added, free cash flow, increase in customer base, inventory turnover, liquidity, market share, net income, net income margin, operating cash flow, operating profit margin, pre-tax income, productivity, profit margin, quality (internal or external measures), return on assets, return on net assets, return on capital, ROIC, return on equity, revenue, revenue growth, stockholder value, stock price, total shareholder return, and/or warranty experience. These measures may be based on an absolute or relative basis (e.g., to the performance of other companies or an index).
Adjustments	Subject to any limitations under Section 162(m) of the IRC, the Compensation Committee may modify performance objectives as it deems appropriate and equitable to account for any of the following: (i) the effects of currency fluctuations, (ii) any or all items that are excluded from the calculation of non-GAAP earnings as reflected in any Company press release or Form 8-K filing relating to an earnings announcement, (iii) asset write-downs, (iv) litigation or claim judgments or settlements, (v) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (vi) reorganization and restructuring programs or capital return strategies, (vii) significant volume changes in any market or region, (viii) significant impacts or limitations to our production capacity, (ix) macro-economic or political assumption changes, (x) extraordinary and non-recurring accounting items, (xi) any other extraordinary or non-operational items.
Payment of Awards	Final awards will be paid in cash after the end of the performance period; however, the Company may permit or require the deferral of awards pursuant to a deferred compensation plan or arrangement.
Clawback/Recoupment	Any awards issued under the 2014 STIP (including any amounts payable with respect to such awards) will be subject to any clawback or recoupment policies the Company has in place from time to time. The Company currently maintains the General Motors Policy on Recoupment of Incentive Compensation available on our website, www.gm.com/investor, under "Corporate Governance."



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Effect of Termination of Employment	Except as the Compensation Committee may determine in any individual case, awards will be treated as set forth below upon a participant's termination of employment prior to payment of the final award. ● Death or Disability: The final award will be determined and paid after the end of the applicable performance period. ● Full career status termination: The final award will be determined and paid on a prorated basis after the end of the applicable performance period. ● Termination Pursuant to Approved Separation Agreement or Program: The participant will have no right to any portion of the final award. ● Other terminations: The final award will be forfeited.
Plan Term	The 2014 STIP will become effective upon approval by stockholders, and no new awards will be issued under the 2014 STIP after May 31, 2019.

New Plan Benefits.

There are approximately 200,000 employees eligible to receive awards under the 2014 STIP, however, we expect that awards will be made to up to approximately 1,600 executives annually, including approximately 14 executive officers of the Company. The benefits or amounts that will be received by or allocated to each executive and employee, and executives and employees in the aggregate, are not presently determinable. The 2014 STIP is being presented for stockholder approval in order to permit the Compensation Committee to make awards under the 2014 STIP that constitute “qualified performance-based compensation” under Section 162(m) of the IRC. If the 2014 STIP is not approved by stockholders, it will not be adopted.



The Board of Directors recommends a vote FOR the proposal to approve the 2014 Short-Term Incentive Plan.

Item No. 46

Approval of the General Motors Company 2014 Long-Term Incentive Plan

The Board of Directors recommends for stockholder approval the General Motors Company 2014 Long-Term Incentive Plan that would authorize up to 60 million shares to be granted under awards authorized by the Compensation Committee, which is comprised of independent directors. Upon approval, the 2014 LTIP will replace the 2009 LTIP and the SSP, cancelling the shares available for future awards under those plans, and going forward, will be our only equity compensation plan.

Background

The Board of Directors and the Compensation Committee believe that long-term equity-based compensation is a critical component of our executive compensation structure and serves to link the interests of our executives and stockholders. The Compensation Committee recommends that stockholders approve the 2014 LTIP to continue and enhance our long-term incentive compensation program and incorporate a performance-based component. The proposed 2014 LTIP provides for a variety of different types of awards from which the Compensation Committee can choose, including restricted stock, RSUs, stock options, stock appreciation rights ("SARs"), and performance-based awards. The additional shares available and the inclusion of performance-based and other types of awards under the 2014 LTIP will enable the Compensation Committee to deliver a significant portion of compensation in the form of equity, incorporate a meaningful performance-based component to provide targeted long-term incentives to our executives, and exercise the flexibility to adapt our compensation program to changes in our business objectives and the competitive environment in which we compete for talent. Our core long-term incentive program will initially include time-vesting RSUs and performance-based stock units, although other awards may be made from time to time as approved by the Compensation Committee. Our CEO may also recommend special awards to aid in retention of critical talent and/or reward for exemplary performance from time to time.



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In determining the number of shares requested, the Company took several factors under consideration, including the 2014 compensation program described in the CD&A on page 31 of this Proxy Statement, the compensation levels we anticipate in the future, the types of awards the 2014 LTIP provides for and the potential range of shares issuable upon achievement of the vesting and performance conditions. In considering these factors, we anticipate an annual burn rate under the 2014 LTIP of less than 1 percent of the current number of shares of outstanding Common Stock on a fully-diluted basis. However, it is difficult for the Company to predict the annual burn rate or how long the shares available under the 2014 LTIP will last because the Company does not have a recent history of equity incentive award grant practice on which it can rely to determine potential future awards expectations. If future long-term incentive awards follow the amount and design of the proposed 2014-2016 LTI Awards described below, the 2014 LTIP share pool is likely to be adequate to fund long-term equity awards for at least three years of grants (possibly more), depending on multiple factors (e.g., stock price movement, employee turnover, etc.).

Key Features

We are proposing to authorize 60 million shares for issuance under the 2014 LTIP (representing 3.74 percent of the outstanding shares of Common Stock as of the record date), which may be granted in the form of stock options, SARs, RSUs, restricted stock, performance awards, or other share-based awards. Key features of the 2014 LTIP and the Compensation Committee’s intended implementation of the 2014 LTIP include:

Annual burn rate is expected to be less than 1 percent per year, consistent with our historical grant rate;

Total potential dilution, including awards outstanding and the entire newly authorized 60 million share pool, will be 4.52 percent of the outstanding Common Stock as of the record date on a fully diluted basis;

Awards that expire, are cancelled, forfeited or otherwise terminate without the delivery of shares will again become available for grant, but shares surrendered or withheld in payment for any exercise price or taxes related to an award will not again become available for grant;

Repricing of stock options or SARs, or any other action that has the effect of reducing the exercise price of options or SARs, as well as the exchange of underwater stock options or SARs for cash or any other security, will be prohibited without stockholder approval (other than adjustments in connection with a corporate transaction or restructuring); and

The plan has been designed to meet the requirements of Section 162(m) of the IRC, for qualified performance-based compensation, and, therefore, the Compensation Committee will have the ability to grant awards that are intended to be deductible under Section 162(m) of the IRC.

The 2014 LTIP document is attached as Exhibit B and the 2014 LTIP description set forth below is qualified in its entirety by reference to the complete text of the 2014 LTIP.



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Summary of General Motors Company 2014 Long-Term Incentive Plan



Key Provisions	Description
Eligible Participants	Employees, consultants, advisors, and non-employee directors.
Shares Subject to Plan	The 2014 LTIP authorizes a pool of 60,000,000 shares of Common Stock from which stock options, SARs, RSUs, restricted stock, performance awards, and other stock-based awards may be granted. No more than 60,000,000 shares may be issued in respect of incentive stock options.
Plan Administration	The 2014 LTIP is administered by the Compensation Committee, which has the authority to: identify the eligible individuals who will receive awards; determine the amounts and terms and conditions of awards (including vesting terms); interpret and administer the 2014 LTIP; prescribe the form of award documentation under the 2014 LTIP; establish, amend, suspend or waive any rules and regulations under the 2014 LTIP, and make any other determinations or take any other actions to administer the 2014 LTIP. Subject to the limits established by the Compensation Committee, the Compensation Committee may delegate to one or more members of the Compensation Committee or officers of the Company (including the CEO) the authority to grant awards and take other actions under the 2014 LTIP; provided that officers of the Company may not be delegated authority with respect to awards for executive officers of the Company.
Limitations of Individual Awards	In any given calendar year, for awards intended to qualify as performance-based compensation for purposes of Section 162(m) of the IRC, the following limitations apply: ● The number of shares underlying stock options and SARs issued to any individual may not exceed 1,000,000. ● The maximum number of shares under awards of restricted shares, RSUs, and performance-based awards issued to any individual may not exceed 1,000,000. ● The maximum payout under any performance awards designated in cash issued to any individual may not exceed $20 million.
Award Types	Stock options, SARs, RSUs, restricted stock, performance awards, and other stock-based awards.
Stock Options and SARs	The Compensation Committee is authorized to grant stock options to purchase shares of Common Stock (including incentive stock options) and SARs (which provide the right to receive a payment or a number of shares equal to the increase in value above the exercise price). The exercise price of stock options and SARs may not be lower than the fair market value of the underlying shares on the date of grant. The term of any stock option or SAR will not be more than ten years and two days (or for incentive stock options, ten years) from the date of grant.
Restricted Stock and RSUs	The Compensation Committee is authorized to grant restricted stock and RSUs (which provide the right to receive the value of the underlying shares, either in cash, shares, or a combination thereof).
Performance Awards	The Compensation Committee is authorized to grant performance awards, which may be denominated in cash, shares or units, or a combination thereof, to be earned upon the achievement of performance conditions specified by the Compensation Committee.



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Performance Measures	If the Compensation Committee intends for a performance award to constitute qualified performance-based compensation for purposes of Section 162(m) of the IRC, the award will be subject to a formula established in advance based on the achievement during the performance period of one or more of the following performance criteria, which may be based on an absolute or relative measure (e.g., relative to the performance of other companies or an index): Asset turnover, cash flow, contribution margin, cost objectives, cost reduction, earning before interest and taxes (EBIT), earning before interest, taxes, depreciation, and amortization (EBITDA), earnings per share, economic value added, free cash flow, increase in customer base, inventory turnover, liquidity, market share, net income, net income margin, operating cash flow, operating profit margin, pre-tax income, productivity, profit margin, quality (internal or external measures), return on assets, return on net assets, return on capital, return on invested capital, return on equity, revenue, revenue growth, stockholder value, stock price, total shareholder return, and/or warranty experience. For performance awards not intended to constitute qualified performance-based compensation for purposes of Section 162(m) of the IRC, the Compensation Committee may select additional performance criteria.
Adjustments	Subject to any limitations under Section 162(m) of the IRC, the Compensation Committee may modify performance objectives as it deems appropriate and equitable to account for any of the following: (i) the effects of currency fluctuations, (ii) items that are excluded from the calculation of non-GAAP earnings as reflected in any Company press release or Form 8-K filing relating to an earnings announcement, (iii) asset write-downs, (iv) litigation or claim judgments or settlements, (v) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (vi) reorganization and restructuring programs or capital return strategies, (vii) significant volume changes in any market or region, (viii) significant impacts or limitations to production capacity, (ix) macro-economic or political assumption changes, (x) extraordinary and non-recurring accounting items, and (xi) any other extraordinary or non-operational items.
Dividend Equivalent Rights	Restricted stock, RSUs, and performance awards will generally provide dividend equivalent rights, which will accumulate and be paid upon vesting or settlement of awards; provided that no dividend payments will be made with respect to shares that are not ultimately earned and settled. Stock options and SARs will not be eligible for dividend equivalent rights.
Minimum Vesting Period	Stock options and SARs: In general, no portion of an award is intended to vest prior to the first anniversary of the vesting commencement date; however, the Compensation Committee may provide for shorter vesting if appropriate under the circumstances. Restricted Stock and RSUs: Awards will generally vest in whole or in part over a period of not less than three years from the vesting commencement date; however, the Compensation Committee may provide for shorter vesting, if appropriate under the circumstances.
Minimum Performance Period	The minimum performance period for performance awards is one year. Performance awards presented for approval in the table below are subject to a three-year performance period.



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Effect of Termination of Service	Except as otherwise provided for in an award agreement, or as the Compensation Committee may determine in any individual case, a participant’s outstanding awards will be treated as set forth below upon his or her termination of service: Death: ● Stock options and SARs immediately vest and remain exercisable until the earlier of three years after death or the original expiration date. ● Restricted stock and RSUs vest and are settled within 90 days after death. ● Performance awards will have any service-based vesting waived, will be earned based upon the achievement of the applicable performance conditions, and will be paid or settled on the scheduled settlement date. Disability: ● Stock options and SARs continue to vest and become exercisable in accordance with the vesting schedule and remain exercisable until the original expiration date. ● Restricted stock and RSUs continue to vest and settle on the scheduled settlement dates. ● Performance awards will have any service-based vesting waived, will be earned based upon the achievement of the applicable performance conditions, and will be paid or settled on the scheduled settlement date. Full career status termination (age 55 with ten years of service or age 62 and older): ● Stock options and SARs continue to vest and become exercisable in accordance with the vesting schedule and remain exercisable until the original expiration date. ● Restricted stock and RSUs continue to vest and settle on the original settlement dates; provided that the amount of the award will be prorated if termination occurs prior to the one-year anniversary of grant (or if earlier, the vesting commencement date as set forth in the award document). ● Performance awards will have any service-based vesting waived, will be earned based upon the achievement of the applicable performance conditions, and will be paid or settled on the original settlement date or dates; provided that the award will be prorated if termination occurs within the first year of the performance period. Termination Pursuant to Approved Separation Agreement or Program: ● The participant will not be entitled to retain any portion of any award Other terminations: ● Upon any other termination of service, the participant will not be entitled to retain any unvested portion of any award. Vested stock options and SARs will remain exercisable until the earlier of 90 days after termination or the original expiration date.
Change in Control	The 2014 LTIP generally provides for “double-trigger” change in control protection such that if awards are continued or converted into similar awards of the successor company, the awards will be subject to accelerated vesting in the event of a participant's termination of service by the Company without cause or by the participant for good reason within 24 months after the change in control. If awards are not continued or converted into similar awards of the successor company, then the awards will have accelerated vesting upon the change in control.
Clawback/Recoupment	Any awards granted under the 2014 LTIP (including any amounts or benefits payable under such awards) will be subject to any clawback or recoupment policies the Company has in place from time to time. The Company currently maintains the General Motors Policy on Recoupment of Incentive Compensation available on our website, www.gm.com/investor, under "Corporate Governance."
Plan Term	The 2014 LTIP is effective as of March 11, 2014, subject to the approval of stockholders, and no new awards will be granted under the 2014 LTIP after March 31, 2024 or such earlier time as the number of shares available for grant is exhausted or the Board terminates the 2014 LTIP.



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Awards Subject to Plan Approval

Under the Company's prospective compensation policies, a significant proportion of the total compensation of the Company's executive team will be linked to the achievements of objective performance criteria approved by the Compensation Committee and individual service to the Company. 2014 LTI Awards proposed to be granted under the 2014 LTIP are composed of both RSUs and performance awards, with an increasing proportion of the LTI being in the form of performance awards for our most senior executives.

The Compensation Committee approved the long-term incentive awards presented below, subject to stockholder approval of the 2014 LTIP. These awards may be earned over the period 2014-2016 (the “2014-2016 LTI Awards”). Each 2014-2016 LTI Award consists of RSUs and share-settled performance awards in the form of PSUs. The RSUs will vest ratably on an annual basis over the period 2014-2016, based on continued service (subject to the termination of service provisions of the 2014 LTIP). The PSUs will be earned at a level between 0 to 200 percent of target, based on the achievement of performance conditions relating to ROIC and market share over a 3-year performance period from January 1, 2014 to December 31, 2016, with the maximum payout being 200 percent of target. PSUs that are earned will then vest based on continued service through the settlement date (subject to the termination of service provisions of the 2014 LTIP). The proportion of each participant’s 2014-2016 LTI Award that is composed of PSUs ranges from 50 percent up to 75 percent for our most senior executives and NEOs. Each unit will have a value equal to one share of Common Stock. The earned PSUs, if any, will be settled in 2017 in shares of Common Stock. Award values presented below will be converted to units of Common Stock on their grant date which, if the 2014 LTIP is approved by stockholders, will be June 11, 2014. The proposed 2014-2016 LTI Awards are as follows:



2014-2016 LTI Awards
	RSUs ($)	Target PSUs ($)
Mary T. Barra, Executive Vice President, Global Product Development, Purchasing & Supply Chain (1)	2,500,000	7,500,000
Daniel Ammann, Executive Vice President & Chief Financial Officer (2)	1,137,500	3,412,500
Karl Thomas-Neumann, Executive Vice President & President Europe	675,000	2,025,000
Executive Officers (as a group, excluding the above-named officers)	4,314,875	12,944,625
Other Employees (as a group, excluding the above-named officers and the above-listed executive group)	78,358,739	118,124,606
Total	$86,986,114	$144,006,731


(1)	Mary T. Barra was elected by the Board of Directors to replace Mr. Akerson as CEO effective January 15, 2014


(2)	Daniel Ammann was named President of the Company January 15, 2014

The 2014 LTIP and 2014-2016 LTI Awards will become effective with stockholder approval. The Compensation Committee determined that the appropriate vesting commencement date for the RSU portion of the 2014-2016 LTI Awards would be February 13, 2014 to reflect the intended timeframe for the RSU portion of the annual LTI grants going forward. In this particular circumstance, therefore, the vesting period for the RSU portion of the awards will be less than three years from the date of grant. There are approximately 200,000 employees and 10 non-employee directors eligible to receive awards under the 2014 LTIP, as well as certain of the Company’s consultants and advisors (who have not yet been identified); however, we expect that awards will be made to up to approximately 1,600 employees. We do not currently intend to make awards to non-employee directors, but have provided the flexibility to do so if deemed appropriate under the Board’s compensation structure.

Federal Income Tax Consequences for Stock Options. Applicable disclosure rules require us to include a brief summary of the federal income tax consequences applicable to stock options that may be granted under the 2014 LTIP:



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Non-Qualified Stock Options: When an optionee exercises an stock option, the amount by which the fair market value of the stock underlying the stock option on the date of exercise exceeds the exercise price of the stock option is taxed as ordinary income to the optionee in the year of exercise and generally will be allowed as a deduction for federal income tax purposes to the Company in the same year. When an optionee disposes of shares acquired by the exercise of the stock option, any amount received in excess of the fair market value of the shares on the date of exercise will be treated as a long- or short-term capital gain to the optionee, depending upon the holding period of the shares. If the amount received is less than the market value of the shares on the date of exercise, the loss will be treated as a long- or short-term capital loss, depending upon the holding period of the shares.

Incentive Stock Options: When an optionee exercises an incentive stock option while employed by the Company or a subsidiary or within the three-month (one year for disability) period after termination of employment, no ordinary income (other than alternative minimum tax) will be recognized by the optionee at that time. If the shares acquired upon exercise are not disposed of until more than two years after the stock option was granted and one year after the date of exercise, the excess of the sale proceeds over the aggregate option price of such shares will be treated as long-term capital gain to the optionee, and the Company will not be entitled to a tax deduction under such circumstances. However, if the shares are disposed of prior to such date (a “disqualifying disposition”), any portion of the proceeds representing the excess of the fair market value of such shares at the time of exercise over the aggregate option price (but generally not more than the amount of gain realized on the disposition) will generally be ordinary income to the optionee at the time of such disqualifying disposition and the Company generally will be entitled to a federal tax deduction equal to the amount of ordinary income so recognized by the optionee. If an incentive stock option is exercised more than three months (one year for disability) after termination of employment, the tax consequences are the same as described above for non-qualified stock options.

The following table represents shares authorized for issuance under the 2009 Long-Term Incentive Plan and the Salary Stock Plan as of December 31, 2013. All of these equity compensation plans were approved by security holders. The features of these plans are discussed further in Note 23 to the Consolidated Financial Statements, "Stock Incentive Plans" in our 2013 Annual Report on Form 10-K.

Equity Compensation Plan Information for 2013



	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights	Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights (2)		Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (3)
Equity compensation plans approved by security holders (1)	19,000,000	$	—	31,000,000


(1)	The shares listed represent outstanding share awards and shares available under the 2009 LTIP and SSP.


(2)	The awards under the 2009 LTIP as amended January 13, 2014 and SSP as amended January 13, 2014 are RSUs. The RSUs do not have an exercise price, and in limited situations certain executives could settle their awards in cash due to tax considerations of certain countries.


(3)	Excludes securities reflected in the first column, “Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights.”



The Board of Directors recommends a vote FOR the proposal to approve the General Motors 2014 Long-Term Incentive Plan



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Item No. 7

Stockholder Proposal Regarding ~~Independent Board Chairman~~

Cumulative Voting

Mr. John Chevedden, 2215 Nelson Ave., No. 205, Redondo Beach, CA 90278, owner of approximately 100 shares of Common Stock, has given notice that he intends to present for action at the annual meeting the following stockholder proposal:

“~~RESOLVED:~~Resolved: Cumulative Voting. Shareholders recommend that our Board take the steps necessary to adopt cumulative voting. Cumulative voting means that each shareholder may cast as many votes as equal to number of shares held, multiplied by the number of directors to be elected. A shareholder may cast all such cumulated votes for a single candidate or focus on a few candidates. Under cumulative voting shareholders can withhold votes from poor-performing directors in order to cast multiple votes for other director candidates. This is an important protection for shareholders.

Cumulative voting also allows a significant group of shareholders to elect a director of its choice – safeguarding minority shareholder interests and bringing independent perspectives to Board decisions.

Cumulative voting could also give us a more meaningful opportunity to withhold votes for a number of GM directors associated with bankruptcies. Erroll Davis and Kathryn Marinello, both ironically on our audit committee, were negatively flagged by GMI Ratings, an independent investment research firm, due to their director duties at General Motors when GM filed for bankruptcy. David Bonderman, who received our highest negative votes – a whopping 24 percent and was on our executive pay committee, was negatively flagged due to his director duties at Magellan Health Services when it filed for bankruptcy.

Cumulative voting won 54%—support at Aetna and 51%—support at Alaska Air. It also received 53%—support at General Motors in two annual elections. The Council of Institutional Investors www.cii.org and CalPERS recommended adoption of this proposal topic.

This proposal should also be more favorably evaluated due to our Company’s clearly improvable environmental, social and corporate governance performance as reported in 2013:

GMI rated our company D for its directors. David Bonderman and Patricia Russo were over-burdened with director duties at 4 companies each. Stephen Girsky was another inside director in addition to our CEO. Dan Akerson, our 2013 Chairman and CEO, hand picked Michael Mullen as a GM director. Akerson and Mullen both graduated from Annapolis. Mullen said, ‘I do not know about business…’ GMI also rated our company D for accounting. GM announced it expected to write off up to $1 billion to withdraw Chevrolet from Europe. GMI also expressed concern regarding related party transactions at GM.

GMI said other limits on shareholder rights included:

Our board’s unilateral ability to amend company bylaws without shareholder approval

Lack of fair price provisions to help insure that all shareholders are treated fairly

Limits on the right of shareholders to convene a special or emergency shareholder meeting

Limits on the right of shareholders to take action by written consent

GMI rated our Company D for environmental issues and said GM should establish links between its incentive pay for executives and the effective management of its social and environmental impacts.

Returning to the core topic of this proposal from the context of our clearly improvable corporate governance, please vote to protect shareholder value:”



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The Board of Directors recommends a vote AGAINST the adoption of this stockholder proposal for the following reasons:

GM’s present system for the election of directors, like that of most other public companies, provides that each share of our Common Stock is entitled to one vote for each available Board seat. This system allows all stockholders to vote on the basis of their share ownership. Our present voting standard provides that every director is elected or re-elected only if the votes cast “for” his or her election exceed the votes cast “against” his or her election. The Board believes this approach is the fairest way to elect the Company’s directors in uncontested elections, as well as the method most likely to produce a Board that will effectively represent the interests of all GM’s stockholders.

In contrast, cumulative voting, which would permit stockholders owning less than a majority of all shares to elect a director, could promote special interest representation on the Board. This proposal, if successful, could give a small stockholder group disproportionate impact on the election of directors, possibly leading to the election of one or more directors who advocate the positions of the groups that elected them, rather than working in the best interest of all stockholders. If cumulative voting leads directors to support the special interests of the constituencies that elected them, the resulting partisanship and divisiveness could impair the Board’s ability to operate effectively as a governing body, to the detriment of all stockholders. In addition, by focusing on the election of individual members instead of a slate of nominees presented by the Board, cumulative voting may also interfere with the Company’s efforts to develop and maintain a Board of Directors possessing the wide range of skills, characteristics and experience necessary to serve all stockholders’ interests.

Under Delaware law, every member of the Board is obligated to represent all stockholders fairly and equally, and our current system of voting encourages each director’s sense of responsibility toward all our stockholders, without special commitments or loyalty to any one stockholder or group of stockholders. Even though the VEBA Trust has a contractual right to designate a candidate for election to the Board, as described on page 28, the Board retains responsibility for determining that the candidate's nomination will be in the best interest of all stockholders. The current Board is committed to continuing its strong oversight of management and progressive corporate governance practices, which include such safeguards as an annually elected Board, a substantial majority of independent directors, a highly effective independent Chairman, key Board committees composed exclusively of independent directors, and confidential voting. In addition, our stockholders have the ability to call a special meeting.

For all the above reasons, the Board believes that the adoption of cumulative voting would not be in the best interests of the Company and its stockholders.



The Board of Directors recommends a vote AGAINST this stockholder proposal, Item No. 7.

Item No. 8

Stockholder Proposal Regarding Independent Board Chairman

Mr. Joseph P. Barzotti, 605 Hidden Lane, Grosse Pointe Woods, MI 48236, owner of approximately 300 shares of Common Stock, has given notice that he intends to present for action at the annual meeting the following stockholder proposal:

“Resolved: Shareholders request that our ~~board~~Board of ~~directors~~Directors adopt a permanent or at least 10-year policy, ~~that, whenever possible,~~and amend other governing documents as necessary to reflect this policy, to require the ~~chairman~~Chair of our ~~board~~Board of ~~directors shall~~Directors be an independent director. An independent director is a director who has not ~~previously~~ served as an executive officer of our ~~Company.~~ Company before, during or after bankruptcy.

This ~~policy should be implemented~~independence requirement shall apply prospectively so as not to violate any contractual ~~obligations in effect when~~obligation at the time this resolution is adopted. Compliance with this policy is waived if no independent director is available and willing to serve as Chair. The policy should also specify how to select a new independent chairman if a current chairman ceases to be independent between annual shareholder meetings. ~~To foster flexibility, this proposal gives the option of being phased in and implemented when our next CEO is chosen.~~

When our CEO is our board chairman or is not an independent director, this arrangement can hinder our board’s ability to monitor our CEO’s performance. Many companies already have an independent Chairman. An independent Chairman is the prevailing practice in the United Kingdom and many



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international markets. This proposal topic won 50%-plus support at ~~three~~5 major U.S. companies in ~~2012~~2013 including ~~55%~~73%-support at ~~Sempra Energy.~~

~~This proposal should~~Netflix.

At present, our Company’s CEO can also serve as the chairman of our board, a conflict of interest that can result in excessive management influence on our board and weaken our board’s independent oversight of management. The consequences can include higher executive pay, lower shareholder returns, more aggressive risk-taking, and ultimately less sustainable corporate performance for the long-term.

According to a June 2012 study of 180 North American companies with market capitalization over $20 billion (“The Costs of a Combined Chair/CEO,” GMI Ratings), companies spend more in executive pay when there is a non-independent chair. The median total pay of a combined chair/CEO was $16.1 million— 73% higher than the $9.3 million paid in total to the positions of a CEO and an independent chairman.

Companies with a separate chair (independent or non-independent) and CEO also appear to perform better and to be ~~evaluated~~more sustainable over the longer term, according to the GMI study. The 5-year total shareholder return was found to be 28% higher, and the GMI risk ratings lower, at these companies.

Board leadership structure in the ~~context of our Company’s overall corporate governance as reported in 2012:~~

~~GMI/The Corporate Library,~~U.S. is trending towards an independent ~~investment research firm, was concerned~~chair. Approximately 73% of directors on boards with an independent chair believe that ~~GM had 4 directors involved with a bankruptcy. David Bonderman was involved with~~their companies benefited from the ~~Magellan Health Services bankruptcy~~split (Survey, 2008 Public US National Association of Corporate Directors) and ~~was on our executive pay committee. Erroll Davis, Kathryn Marinello and Philip Laskawy were involved with~~more than 88% of senior financial executives believe the ~~General Motors bankruptcy and controlled 75% of our audit committee including~~positions should be separated (Grant Thornton, 2009 Survey).

Despite these strides, the ~~chairmanship. With 14 members our board is large and 11 members might be~~U.S. lags the ~~optimum size. A large board is less than optimal when one person controls the offices~~rest of the ~~Chairman~~world in adopting this best practice. Companies with independent board chairs comprised 76% of the United Kingdom FTSE 100 index, 55% of the Toronto Stock Exchange 60, and ~~CEO. Mr. Bonderman was our leader in getting negative votes. He showed that he could get 10-times as many negative votes as some of our other directors.~~

~~Theodore Solso joined our board in 2012 and brings experience from~~50% for the ~~D-rated board (by GMI) of Ball Corporation which is aggressive in attempting~~German DAX 30 index, according to avoid shareholder proposals seeking improvement. James Mulva also joined our board in 2012 and brings experience from the D-rated board of General Electric. Thomas Schoewe joined our board in 2011 and brings experience from the D-rated board of Northrop Grumman.

Deloitte (Board Leadership: A Global Perspective, 2011).

Please vote to protect shareholder value:”



~~The Board of Directors recommends a voteAGAINST~~ ~~the adoption of this stockholder proposal for the following reasons:~~ The Board of Directors recommends a vote AGAINST this stockholder proposal for the following reasons:

Our Board believes that it is in the best interests of the Company and its stockholders for the Board to have flexibility in determining whether to separate or combine the roles of chairman and CEO based on the Company’s circumstances. ~~Choosing who should serve~~Adopting a policy to restrict that discretion would deprive the Board of its ability to select the most qualified and appropriate individual to lead the Board as ~~chairman should not be constrained by a requirement that the chairman may not previously have served as an executive officer.~~Chairman and/or CEO. The members of the Board

possess considerable experience and unique knowledge of the challenges and opportunities the Company faces, and are in the best position to evaluate the needs of the Company and how best to organize the capabilities of the directors and senior managers to meet those needs. In the past, the Company has had both combined and separated chairman and CEO positions, allowing, in each case, the Board to consider all eligible directors and not exclude any eligible candidate from consideration. In making leadership structure determinations, the Board considers many factors to determine what is in the best interests of the Company’s stockholders, including the qualifications of individual directors and the specific needs of the business. As described under “Board Leadership Structure” beginning on page 16, the Company has demonstrated its willingness to separate and to combine chairman and CEO positions at different points in the Company’s history, allowing, in each case, the Board to consider all eligible directors and not exclude any eligible candidate from consideration. In planning for Mr. Akerson to step down as Chairman and CEO in January 2014, our Board reconsidered its leadership structure and separated the chairman and CEO positions to assist with facilitating an orderly transition of leadership to a new CEO. Currently, Mr. Solso serves as our independent, non-executive Chairman, and Ms. Barra is CEO. Given the dynamic and competitive environment in which GM operates, our Board may reconsider its leadership structure from time to time based on changes in our circumstances and in the members of the Board.

GM has been, and continues to be, a strong advocate of Board independence and has put into place measures to see that its directors provide independent oversight. While the Board ~~may again in the future determine that the interests of the Company would be best served by~~has no fixed policy with respect to combining or separating the roles of chairman and CEO, the Board believes that, on balance, a combined role works best at this time. Mr. Akerson, who currently holds both positions, possesses an in-depth knowledge of the Company’s operations and risk management practices enabling him to provide effective leadership to the Board, including keeping the Board informed and consulting them about important issues facing our Company. The Board believes that the current leadership structure promotes a clear, unified, strategic vision for GM that ensures alignment between the Board and management, provides focused leadership for the Company, and helps ensure accountability for the Company’s performance.

~~Furthermore, the Board believes the Company’s corporate governance structure, with its strong emphasis on Board independence, makes an independent chairman requirement unnecessary. Our~~ Bylaws and Corporate Governance Guidelines require that at least two-thirds of the Board’s members must be independent. At present, 12 of our 14 director nominees (over 85 percent) are independent as defined by the NYSE listing standards, and each of the Audit, Compensation and Governance Committees is comprised solely of independent directors. This means that oversight of key matters, such as the integrity of GM’s financial statements, executive compensation, the nomination of directors and evaluation of the Board and its Committees, is entrusted exclusively to independent directors. In addition, the Board and its Committees periodically meet in executive session without the presence of management, and have complete access to management and the authority to retain independent advisors, as they deem appropriate.

~~Moreover, to further enhance the authority and independence of the Board, our~~ Corporate Governance Guidelines provide that if the Chairman is not an independent director, the independent directors will elect a Lead Director from among the independent directors serving on the ~~Board. As~~Board, whose authority is described ~~under “Board Leadership Structure,” beginning~~ on page 1516. A fixed policy separating the roles of chairman and ~~further under our Corporate Governance Guidelines,~~CEO is also unnecessary because of GM’s strong corporate governance practices, including: a declassified Board, a majority vote requirement in uncontested elections of directors, annual election of the Chairman by the Board, ~~entrusts numerous responsibilities to the Lead Director, including:~~

~~Presiding at all meetings~~a substantial majority of ~~the Board at which the Chairman is not present, including~~independent directors, executive sessions without management present, key Board committees composed exclusively of



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independent directors, and ~~advising the Chairman of any actions taken;~~

~~Calling executive sessions of the non-management~~directors’ unrestricted access to management and independent ~~directors;~~

~~Developing agendas for executive sessions of the Board in consultation with the Chairman and other Board members;~~

~~Leading the non-management directors in the annual evaluation of the performance of the CEO and communicating that evaluation to him;~~

~~Approving Board meeting agendas and related materials recommended by the Chairman;~~

~~Approving Board meeting schedules to assure that there is sufficient time for discussion of all agenda items;~~

~~Serving as liaison between non-management directors and the Chairman, as necessary;~~

~~Being available, if requested by major stockholders, for consultation and communication; and~~

~~Assuring at least annually that the Board discusses succession planning for the CEO.~~

~~Indeed,~~advisors. Moreover, GM’s current policy regarding the separation of the offices of chairman and CEO is consistent with that of most large, publicly traded companies in the United States. According to a ~~2012~~2013 survey of the 100 largest U.S. public, non-controlled companies listed on the NYSE or NASDAQ conducted by Shearman & Sterling LLP,

only nine percent have adopted an explicit policy of separating the offices of chairman and CEO, while ~~more than~~nearly 80 percent have retained the flexibility to separate or combine the offices.

In addition, the proponent provides no evidence demonstrating that separating the roles of chairman and CEO would, by itself, deliver additional benefit to stockholders. Given the small number of major corporations in the U.S. that are committed permanently to leadership by an independent chairman, the statistics cited by the proponent are far from conclusive. Indeed, we believe that stockholders benefit when the Board can select the best candidates to run the Company at a given time.

In summary, the Board believes this proposal would deprive the Board of the valuable flexibility to exercise its business judgment in selecting the individual best suited to serve as Chairman of the Board and is unnecessary since the Company’s corporate governance structure already provides effective independent oversight of management. Accordingly, the Board does not believe implementing the proposal would be in the best interests of the Company or its stockholders.

The Board recognizes that some stockholders may not agree with its position, believing that an independent chairman is desirable under any circumstances. Even those stockholders, however, should not support this proposal, because the definition of independence is extremely narrow, limited to former executive officers. Under this proposal, a chairman could be deemed “independent” even if he or she was married to the CEO or was the Company’s largest customer, for example. A stockholder that favors an independence requirement for the chairman should not vote for a proposal that will not provide protection against many conflicts of interest that an independence requirement is intended to ~~eliminate.~~

~~The Board of Directors recommends a voteAGAINST~~ ~~this stockholder proposal, Item No. 4.~~

~~Item No. 5~~

~~Stockholder Proposal Regarding Executive Stock Retention~~

“Resolved: Shareholders urge that our executive pay committee adopt a policy requiring senior executives to retain a significant percentage of shares acquired through equity pay programs until reaching normal retirement age and to report to shareholders regarding the policy before our Company’s next annual meeting. For the purpose of this policy, normal retirement age would be an age of at least 60 and determined by our executive pay committee. Shareholders recommend that the committee adopt a share retention percentage requirement of at least 25% of net after-tax shares.

This single unified policy shall prohibit hedging transactions for shares subject to this policy which are not sales but reduce the risk of loss to the executive. Otherwise our directors would be able to avoid the impact of this proposal. This policy shall supplement any other share ownership requirements that have been established for senior executives, and should be implemented so as not to violate our Company’s existing contractual obligations or the terms of any compensation or benefit plan currently in effect.

Requiring senior executives to hold a significant portion of stock obtained through executive pay plans would focus our executives on our company’s long-term success. A Conference Board Task Force report on executive pay stated that hold-to-retirement requirements give executives ‘an ever-growing incentive to focus on long-term stock price performance.’

~~Please vote to protect shareholder value:”~~

~~The Board of Directors recommends a voteAGAINST~~ ~~the adoption of this stockholder proposal for the following reasons:~~

As discussed in the CD&A, the Compensation Committee periodically reviews the NEO’s stock holdings and does not believe that implementing a stock ownership or stock retention requirement is appropriate at this time, based on the compensation structure in place for the NEOs since 2009 and the limited opportunity it provided to accumulate shares of stock in the Company. Under TARP regulations, the annual compensation

planned and delivered to our NEOs includes a substantial portion denominated in share units (i.e., SSU and RSU grants) and these share units derive their value directly from the performance of our Common Stock. In addition, several NEOs have also purchased shares of our Common Stock during and after the Company’s initial public offering.

~~The SSUs granted to NEOs quarterly are denominated in stock and delivered in cash over a three-year period beginning on the first anniversary date of the grant.~~

Our NEOs are not allowed to participate in other typical types of incentive plans, which usually include significant grants of Company equity, and we may grant only a limited number of RSUs (no more than one-third of total compensation) that are designed to comply with TARP regulations. Thus, the RSUs granted prior to 2012 are subject to a three-year vesting period and can only be delivered (paid) in accordance with applicable TARP guidelines regarding the repayment of TARP obligations.

Two-thirds of the RSUs granted in 2012 to the NEOs will become vested and non-forfeitable on the second anniversary date of the grant and one-third will become vested and non-forfeitable on the third anniversary of the grant date, provided that the executive remains continuously employed with GM through that date. However, these RSUs cannot be settled or paid when they become non-forfeitable until applicable TARP requirements are met.

We agree, however, that it is important to align the interests of senior executives with those of our stockholders, and the Compensation Committee will adopt robust ownership guidelines that will be implemented as we return to a competitive compensation structure, which will provide significant opportunities for executives to accumulate shares of our Common Stock and the requirements will be consistent with competitive market practices.

This incentive plan design will create a substantial alignment of NEO compensation with the interests of the stockholders. Because the Board recognizes the importance of this alignment of interests, our incentive compensation plans include not only long-term objectives with vesting periods over multiple years and share ownership requirements, but also a “clawback” feature designed to allow the Company to recoup incentive compensation if there is a financial restatement due to misconduct, including fraud.

In addition to these important plan design features, our corporate governance policies provide other mechanisms which complement our incentive plan design and, at the same time, discourage excessive risk-taking and the behavior the proposal seeks to control. As described in our CD&A on page 33, we do not allow hedging or pledging of our Common Stock, and no executive officer has engaged in any such activity.

Finally, the proposal as written, with a 25 percent net after-tax share retention requirement until retirement, is unduly onerous, not a competitive practice, and could become a significant hindrance to attracting and retaining leadership talent.

For the foregoing reasons, the Board believes that the new stock ownership guidelines and other compensation and governance policies effectively encourage significant stock ownership by GM executives and that establishing additional retention requirements would not be in the best interests of GM stockholders.

~~The Board of Directors recommends a voteAGAINST~~ ~~this stockholder proposal, Item No. 5.~~

address.



The Board of Directors recommends a vote AGAINST this stockholder proposal, Item No. 8.



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EXHIBIT A

GENERAL MOTORS COMPANY

2014 SHORT-TERM INCENTIVE PLAN

Section 1.Purpose. The purpose of the General Motors Company 2014 Short-Term Incentive Plan (as amended from time to time, the “Plan”) is to provide to certain employees of General Motors Company (the “Company”) and its Subsidiaries incentive compensation based upon the achievement of financial, business and other performance goals. This Plan is intended to permit the payment of bonuses that may qualify as performance-based compensation under Section 162(m) of the Code.

Section 2.Definitions. As used in the Plan, the following terms shall have the meanings set forth below:

(a)“Award” means a cash incentive award opportunity granted to a Participant under the Plan with respect to a Performance Period in accordance with Section 5.

(b)“Beneficiary” means a person designated by a Participant to receive payments that are available under the Plan in the event of the Participant’s death.

(c)“Board” means the Board of Directors of the Company.

(d)“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Code shall include any successor provision thereto.

(e)“Committee” means the Executive Compensation Committee of the Board or such other committee as may be designated by the Board to perform the functions of the Executive Compensation Committee with respect to this Plan. If the Board does not designate the Committee, references herein to the “Committee” shall refer to the Board.

(f) “Covered Employee” means an individual who is a “covered employee” or expected by the Committee to be a “covered employee,” in each case within the meaning of Section 162(m)(3) of the Code, for whom the Committee intends an Award to be “qualified performance-based compensation” under Section 162(m) of the Code.

(g)“Disability” means, with respect to any Participant, such Participant’s inability upon a Termination of Service to engage in any gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

(h)“Effective Date” means March 11, 2014.

(i) “Final Award” means, with respect to a Performance Period, the amount of an Award that will become payable to a Participant, subject to any additional terms and conditions applicable to the Award, as determined by the Committee under Section 7.

(j)Achievement of “Full Career Status” means a Participant’s voluntary Termination of Service (i) at the age of 55 or older with ten or more years of continuous service or (ii) at the age of 62 or older. The chief human resources officer of the Company (or such individual holding comparable roles in the event of a restructuring of positions or re-designation of titles) shall have the binding authority to determine how many years of continuous service a Participant has at any given time.

(k)“Participant” means any employee selected by the Committee to participate in the Plan for a Performance Period.

(l)“Performance Measures” means any one or more of the following performance measures, applied to either the Company as a whole or to a business unit, Subsidiary or business segment and measured either on an absolute basis or relative to a pre-established target, to a previous period’s results or to a designated comparison group, in each case as specified by the Committee: asset turnover, cash flow, contribution margin, cost objectives, cost reduction, earnings before interest and taxes (EBIT), earnings before interest, taxes, depreciation and amortization (EBITDA), earnings per share, economic value added, free cash flow, increase in customer base, inventory turnover, liquidity, market share, net income, net income margin, operating cash flow, operating profit margin, pre-tax income, productivity, profit margin, quality (internal or external measures), return on assets, return on net assets, return on capital, return on invested capital, return on equity, revenue, revenue growth, stockholder value, stock price, total shareholder return, and/or warranty experience.

(m) “Performance Period” means the Company’s fiscal year, or any other period as determined by the Committee.



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(n)“Subsidiary” means an entity of which the Company directly or indirectly holds all or a majority of the value of the outstanding equity interests of such entity or a majority of the voting power with respect to the voting securities of such entity. Whether employment by or service with a Subsidiary is included within the scope of this Plan shall be determined by the Committee.

(o)“Target Award” means the amount that a Participant may earn under an Award if targeted performance levels are achieved (including corporate and individual performance). Target Awards may be denominated as a percentage of base salary or a dollar amount.

(p)“Termination of Service” means, subject to Section 15, the cessation of a Participant’s employment relationship with the Company or a Subsidiary such that the Participant is no longer an employee of the Company or such Subsidiary, as applicable; provided, however, that, unless the Committee determines otherwise, such cessation of the Participant’s employment with the Company or a Subsidiary, but the continuation of the Participant’s employment for the Company at another Subsidiary shall not be deemed a cessation of employment or service that would constitute a Termination of Service; provided, further, that a Termination of Service shall be deemed to occur for a Participant employed by a Subsidiary when the Subsidiary ceases to be a Subsidiary unless such Participant’s employment continues with the Company or another Subsidiary. The chief human resources officer of the Company (or such individual holding comparable roles in the event of a restructuring of positions or re-designation of titles) shall have the binding authority to determine whether a Participant has had a cessation of his or her employment with the Company or a Subsidiary.

Section 3.Eligibility. Any person who is employed by the Company or any Subsidiary may be designated by the Committee as a Participant from time to time.

Section 4.Administration.

(a)The Plan shall be administered by the Committee. All decisions of the Committee shall be final, conclusive and binding upon all parties, including the Company, its stockholders and Participants and any Beneficiaries thereof. The Committee may issue rules and regulations for administration of the Plan. It shall meet at such times and places as it may determine.

(b)To the extent necessary or desirable to comply with applicable regulatory regimes, any action by the Committee shall require the approval of Committee members who are (i) independent, within the meaning of and to the extent required by applicable rulings and interpretations of the applicable stock market or exchange on which any equity securities issued by the Company are quoted or traded and (ii) outside directors pursuant to Section 162(m) of the Code. To the extent permitted by applicable law, the Committee may delegate to one or more members of the Committee or officers of the Company the authority to establish the terms of Awards, determine Final Awards or take any other actions permitted under the Plan, within any limits established by the Committee, except that such delegation to an officer of the Company shall not apply with respect to any Award for any Participant who is a Covered Employee.

(c)Subject to applicable law, the terms of the Plan and such orders or resolutions as may be adopted by the Board from time to time that are not inconsistent with the terms of the Plan, the Committee (or its delegate) shall have full power, discretion and authority to: (i) subject to Section 3, designate eligible individuals who will be Participants; (ii) determine the terms and conditions of any Award; (iii) determine whether, to what extent and under what circumstances amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the Participant or of the Committee; (iv) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (v) establish, amend, suspend or waive such rules and regulations as it shall deem appropriate for the proper administration of the Plan and due compliance with applicable law or accounting or tax rules and regulations; (vi) make any other determination and take any other action that the Committee in its sole discretion deems necessary or desirable for the administration of the Plan and due compliance with applicable law or accounting or tax rules and regulations and (vii) to construe, interpret and apply the provisions of this Plan.

(d)Notwithstanding any other provision in the Plan to the contrary, in any instance where a determination is to be made under the Plan at the discretion of the Company’s Chief Executive Officer or chief human resources officer (or such individuals holding a comparable role in the event of a restructuring of positions or re-designation of titles), the Company’s Chief Executive Officer shall make such determination in respect of the Company’s chief human resources officer, and the Committee shall make such determination in respect of the Company’s Chief Executive Officer (or, in each case, such individuals holding the comparable roles in the event of a restructuring of positions or re-designation of titles).



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Section 5.Establishment of Award Terms. Subject to the limitations described in Section 8, the Committee shall establish the terms of each Award, including the Performance Period; the positions or names of the employees who will be Participants for the Performance Period; the Target Award for each Participant or group of Participants (including any minimum or maximum amount); the applicable Performance Measures and any other additional goals, formulas or performance-based measures relating to the Company, any business unit, Subsidiary or business segment of the Company, or to an individual Participant; targeted achievement levels (including any minimum or maximum achievement levels) relating to such Performance Measures or other goals; the formula or methodology that will be applied to determine the extent to which Awards have been earned and any other terms that will be applicable to the Awards, including the payment date, payment conditions and any vesting schedule applicable to any Final Award.

Section 6.Adjustments to Performance Measures, Goals and Formulas. To the extent permitted under Section 162(m) of the Code, the Committee may adjust, in whole or in part, any Performance Measures or any other applicable goals, formulas or performance-based measures, the targeted achievement levels (including any minimum or maximum achievement levels) relating to such Performance Measures, goals, formulas or performance-based measures, and the formula or methodology to be applied against the Performance Measures goals, formulas or performance-based measures, as the Committee may deem appropriate and equitable to account for any of the following events that occur during a Performance Period: (a) the effects of currency fluctuations, (b) any or all items that are excluded from the calculation of non-GAAP earnings as reflected in any Company press release or Form 8-K filing relating to an earnings announcement, (c) asset write-downs, (d) litigation or claim judgments or settlements, (e) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (f) reorganization and restructuring programs or capital return strategies, (g) significant volume changes in any market or region, (h) significant impacts or limitations to production capacity (i) macro-economic or political assumption changes, (j) extraordinary and non-recurring accounting items and (k) any other extraordinary or non-operational items.

Section 7.Determination of Final Awards.

(a)As soon as practicable after the end of each Performance Period, the Committee shall determine the extent to which the targeted achievement levels of the applicable Performance Measures and any other goals, formulas or performance-based measures applicable to each Award have been satisfied.

(b)The Committee may, in its sole discretion, adjust (upward or downward) the Award of any Participant or group of Participants; provided,that the Committee shall not adjust the Award of any Covered Employee above the maximum payout determined in accordance with Section 8(b).

(c) The Committee shall determine the Final Award for each Participant or group of Participants after applying any adjustments described in Section 7(b) and subject to the limitations described in Section 8.

Section 8.Awards for Covered Employees. Notwithstanding any other provision of the Plan, the following procedures and limitations shall apply with respect to any Award to a Covered Employee.

(a)On or before the earlier of (i) the date that is 90 days after commencement of the Performance Period or (ii) the expiration of 25 percent of the Performance Period, the Committee shall establish and approve in writing one or more Performance Measures applicable to the Covered Employee’s Award, the targeted achievement levels (including any minimum or maximum achievement levels) relating to such Performance Measures, and an objective formula or methodology that will be applied against the Performance Measures to determine the maximum amount payable under the Award.

(b)After the end of each Performance Period, the Committee shall determine and shall certify in writing the extent to which the targeted achievement levels with respect to the applicable Performance Measures have been satisfied and shall apply the pre-established objective formula or methodology to determine the maximum amount payable under the Covered Employee’s Award.

(c)For the avoidance of doubt, subject to the limitations set forth in this Section 8, the Committee may adjust the maximum payout level downward by applying any other applicable Performance Measures or other goals, formulas or performance-based measures pursuant to Section 7(a) and by making any other adjustments pursuant to Section 7(c).



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(d)The Final Award for a Covered Employee shall in no instance exceed $7,500,000 for any fiscal year of the Company.

Section 9.Payment of Awards.

(a)Payment of the Final Awards for a Performance Period shall be made in cash on or as soon as administratively practicable after the Committee’s determination of the Final Awards (or if later, any vesting date or dates applicable to the Final Award), but no later than March 15 of the year following the end of the applicable Performance Period (or the applicable vesting date or dates); provided that at the time of grant, subject to Section 15, the Committee may determine that an Award will be paid at a later date.

(b)Notwithstanding Section 9(a), the Company may, in its sole discretion, permit or require the deferral of payment of any Final Award in accordance with the terms of any deferred compensation plan or arrangement established or maintained by the Company or its Subsidiaries from time to time.

Section 10.Conditions Precedent to Final Awards. As a condition precedent to the payment of all or any portion of the Final Award, each Participant shall: (a) refrain from engaging in any activity which will cause damage to the Company or is in any manner inimical or in any way contrary to the best interests of the Company, as determined in the sole discretion of the Company’s Chief Executive Officer or chief human resources officer (or such individuals holding a comparable role in the event of a restructuring of positions or re-designation of titles), (b) not for a period of 12 months following any voluntary termination of employment, directly or indirectly, knowingly induce any employee of the Company or any Subsidiary to leave his or her employment for participation, directly or indirectly, with any existing or future business venture associated with such Participant, and (c) furnish to the Company such information with respect to the satisfaction of the foregoing conditions precedent as the Committee may reasonably request. In addition, the Committee may require a Participant to enter into such agreements as the Committee considers appropriate. The failure by any Participant to satisfy any of the foregoing conditions precedent shall result in the immediate cancellation of any unpaid portion of his or her Award, and such Participant will not be entitled to receive any consideration with respect to such cancellation.

Section 11.Effect of Termination of Employment. Subject to Section 9(b) and Section 10, and unless otherwise provided by the Committee at the time of the grant of the Award, or as the Committee may determine in any individual case, the following shall apply with respect to a Participant’s outstanding Awards upon such Participant’s Termination of Service.

(a)Except as set forth below, in the event of the Participant’s Termination of Service for any reason, any unpaid portion of any Award shall be forfeited.

(b)In the event of a Participant’s Termination of Service due to death or Disability, in either instance before or after the end of a Performance Period but before payment of his or her Final Award, the Participant’s Final Award will be determined (if not already determined) after the end of the Performance Period in accordance with Section 7, and the Final Award shall be paid to the Participant’s Beneficiary or Participant as soon as administratively practicable after the determination of the Final Award, but no later than March 15 of the year following the end of the applicable Performance Period. Any service-based vesting conditions applicable to such Final Award shall be waived.

(c)In the event of a Participant’s voluntary Termination of Service after achieving Full Career Status before or after the end of a Performance Period but before payment of his or her Final Award, the Participant’s Final Award will be determined (if not already determined) after the end of the Performance Period in accordance with Section 7; provided that the Final Award will be prorated based on the number of months during the applicable Performance Period prior to the Participant’s Termination of Service. The Final Award shall be paid to the Participant as soon as administratively practicable after the determination of the Final Award, but no later than March 15 of the year following the end of the applicable Performance Period. Any service-based vesting conditions applicable to such Final Award shall be waived.

(d)Notwithstanding the above provisions, in the event of a Participant's Termination of Service pursuant to an approved separation agreement or program, such Participant will not be entitled to retain any portion of an Award.

Section 12.General Provisions Applicable to Awards.

(a)Except pursuant to Section 12(b) or the laws of descent, no Award and no right under any Award may be voluntarily or involuntarily assigned, alienated, sold or transferred, including as between



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spouses or pursuant to a domestic relations order in connection with dissolution of marriage, or by operation of law other than the laws of descent.

(b)A Participant may designate a Beneficiary or change a previous Beneficiary designation at such times prescribed by the Committee by using forms and following procedures approved or accepted by the Committee for that purpose.

(c)The entire expense of offering and administering the Plan shall be borne by the Company and its Subsidiaries.

(d)Any Awards granted under the Plan (including any amounts or benefits arising from such Awards) shall be subject to any clawback or recoupment policies the Company has in place from time to time.

(e)Notwithstanding any other provision of the Plan (including Sections Section 9, Section 11 and Section 15), the Committee may determine at any time and in its sole discretion, to accelerate or to delay any amounts payable with respect to any Award, or grant Awards subject to accelerated or delayed payment terms.

(f)Subject to Section 15, if the Company or any Subsidiary has any unpaid claim against a Participant arising out of or in connection with the Participant’s employment with any Subsidiary, prior to payment of a Final Award, such claim may be offset against any Award under this Plan (up to $5,000 per year) and at the time of payment of any Award, such claim may be offset in total. Such claims may include, but are not limited to, unpaid taxes or corporate business credit card charges.

(g)No employee, Participant or other person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of employees, Participants or Beneficiaries under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient. Any Award granted under the Plan shall be a one-time Award that does not constitute a promise of future grants.

(h)The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of, or to continue to provide services to, the Company or any Subsidiary. Further, the Company or the applicable Subsidiary may at any time dismiss a Participant, free from any liability, or any claim under the Plan, unless otherwise expressly provided in the Plan or in any other agreement binding the parties.

(i)Nothing contained in the Plan shall prevent the Committee or the Company from adopting other non-stockholder approved plans, policies and arrangements for granting incentives and other compensation to employees of the Company and its Subsidiaries or adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.

(j)The Company (or any Subsidiary) shall be authorized to withhold from any payment due with respect to any Final Award the amount of applicable withholding taxes due in respect of an Award as may be necessary in the opinion of the Company (or the Subsidiary) to satisfy all obligations for the payment of such taxes.

(k)If any provision of the Plan is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan shall remain in full force and effect.

(l)This Plan is unfunded and unsecured; nothing in this Plan shall be construed to create a trust or to establish or evidence any Participant’s claim of any right to payment of an Award other than as an unsecured general creditor with respect to any payment to which he or she may be entitled.

Section 13.Effective Date of the Plan. The Plan shall be effective as of the Effective Date, subject to stockholder approval.

Section 14.Amendment, Modification, Suspension and Termination of the Plan; Rescissions and Corrections. Except to the extent prohibited by applicable law, the Board may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time; provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder approval if such approval is required by applicable law, including Section 162(m) of the Code except (a) to the extent any such amendment, alteration, suspension, discontinuance or termination is made to cause the



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Plan to comply with applicable law or accounting or tax rules and regulations, (b) to impose any clawback or recoupment provisions with respect to any Awards (including any amounts or benefits arising from such Awards) in accordance with Section 12(d) of the Plan or (c) as the Board determines in good faith to be in the best interests of the Participants affected thereby. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect.

Section 15.Section 409A of the Code. With respect to any Award subject to Section 409A of the Code, the Plan is intended to comply with the requirements of Section 409A of the Code, and the provisions of the Plan shall be interpreted in a manner that satisfies the requirements of Section 409A of the Code, and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition will be interpreted and, to the extent necessary, deemed amended so as to avoid this conflict. If an amount payable under an Award as a result of the Participant’s Termination of Service (other than due to death) occurring while the Participant is a “specified employee” under Section 409A of the Code constitutes a deferral of compensation subject to Section 409A of the Code, then payment of such amount shall not occur until six months and one day after the date of the Participant’s Termination of Service, except as permitted under Section 409A of the Code. To the extent any amount that is “nonqualified deferred compensation” for purposes of Section 409A of the Code becomes payable upon a Termination of Service, such Termination of Service shall not be deemed to have occurred any earlier than a “separation from service” would occur under Section 409A of the Code, and related regulations and guidance thereunder. Notwithstanding any of the foregoing, the Company makes no representations or warranty and shall have no liability to the Participant or any other person if any provisions or payments, compensation or other benefits under the Plan are determined to constitute nonqualified deferred compensation subject to Section 409A of the Code but do not satisfy the provisions thereof.

Section 16.Governing Law. The Plan shall be governed by the laws of the State of Delaware, without application of the conflicts of law principles thereof.



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EXHIBIT B

GENERAL MOTORS COMPANY

2014 LONG-TERM INCENTIVE PLAN

Section 1. Purpose. The purpose of the General Motors Company 2014 Long-Term Incentive Plan (as amended from time to time, the “Plan”) is to incentivize selected employees, consultants, advisors and non-employee directors of General Motors Company (the “Company”) and its Subsidiaries and to align their interests with those of the Company’s stockholders. However, nothing in this Plan or any Award granted pursuant to this Plan shall be interpreted to create or establish an employment relationship between the Company and any Participant.

Section 2.Definitions. As used in the Plan, the following terms shall have the meanings set forth below:

(a)“Award” means any Option, SAR, Restricted Stock, RSU, Performance Award or Other Stock-Based Award granted under the Plan.

(b)“Award Document” means any appropriately authorized agreement, contract or other instrument or document evidencing any Award granted under the Plan, which must be duly executed or acknowledged by a Participant (unless otherwise specifically provided by the Company).

(c)“Beneficiary” means a person designated by a Participant to receive payments or other benefits or exercise rights that are available under the Plan in the event of the Participant’s death.

(d)“Board” means the Board of Directors of the Company.

(e)“Cause” means, with respect to any Participant, any of the following unless explicitly excluded by such Participant’s applicable Award Document, and any additional grounds as may be set forth in such Award Document:

(i)the Participant’s commission of, or plea of guilty or no contest to, a felony;

(ii)the Participant’s gross negligence or willful misconduct that is materially injurious to the Company or any of its Subsidiaries; or

(iii)the Participant’s material violation of state or federal securities laws.

(f)“Change in Control” means the occurrence of any one or more of the following events:

(i)any Person or any two or more persons deemed to be one “Person” (as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than an Excluded Person, directly or indirectly, becomes the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company constituting more than 40 percent of the total combined voting power of the Company’s Voting Securities outstanding; provided that if such Person becomes the beneficial owner of 40 percent of the total combined voting power of the Company’s outstanding Voting Securities as a result of a sale of such securities to such Person by the Company or a repurchase of securities by the Company, such sale or purchase by the Company shall not result in a Change in Control; provided further, that if such Person subsequently acquires beneficial ownership of additional Voting Securities of the Company (other than from the Company), such subsequent acquisition shall result in a Change in Control to the extent that such Person’s beneficial ownership of Company Voting Securities immediately following such acquisition exceeds 40 percent of the total combined voting power of the Company’s outstanding Voting Securities;

(ii)at any time during a period of 24consecutive months, individuals who at the beginning of such period constituted the Board and any new member of the Board whose election or nomination for election was approved by a vote of at leasta majority of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was so approved, cease for any reason to constitute a majority of members of the Board;

(iii)the consummation of a reorganization, merger or consolidation of the Company or any of its Subsidiaries with any other corporation or entity, in each case, unless, immediately following such reorganization, merger or consolidation, more than 60 percent of the combined voting power and total fair market value of the then outstanding Voting Securities of the resulting corporation from such reorganization, merger or consolidation is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the outstanding Voting Securities of the Company immediately prior to such reorganization, merger or consolidation in



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substantially the same proportion as their beneficial ownership of the Voting Securities of the Company immediately prior to such reorganization, merger or consolidation; or

(iv)the consummation ofany sale, lease, exchange or other transfer to any Person (other than a Subsidiary or affiliate of the Company) of assets of the Company and/or any of its Subsidiaries, in one transaction or a series of related transactions within a 12-month period, having an aggregate fair market value of more than 50 percent of the fair market value of the Company and its Subsidiaries immediately prior to such transaction(s).

Notwithstanding the foregoing, in no event shall a “Change in Control” be deemed to have occurred (A) as a result of the formation of a Holding Company, (B) with respect to any Participant, if the Participant is part of a “group” within the meaning of Section 13(d)(3) of the Exchange Act as in effect on the date hereof, which consummates the Change in Control transaction or (C) if the transaction does not constitute a “change in ownership,” “change in effective control,” or “change in the ownership of a substantial portion of the assets” of the Company for purposes of Section 409A of the Code.

(g)“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Code shall include any successor provision thereto.

(h)“Committee” means the Executive Compensation Committee of the Board or such other committee as may be designated by the Board to perform any functions of the Executive Compensation Committee with respect to this Plan; provided, however, that the Board may, at any time, expressly retain for itself any of the Committee's authority hereunder, and to the extent that the Board retains any such authority, references to the Committee shall be deemed references to the Board. If the Board does not designate the Committee, references herein to the “Committee” shall refer to the Board.

(i)“Covered Employee” means an individual who is a “covered employee” or expected by the Committee to be a “covered employee,” in each case within the meaning of Section 162(m)(3) of the Code.

(j)“Disability” means, with respect to any Participant, such Participant’s inability upon a Termination of Service to engage in any gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

(k)“Effective Date” means March 11, 2014.

(l)“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Exchange Act shall include any successor provision thereto.

(m)“Excluded Person” means (i) the Company, (ii) any of the Company’s Subsidiaries, (iii) any Holding Company, (iv) any employee benefit plan of the Company, any of its Subsidiaries or a Holding Company, or (v) any Person organized, appointed or established by the Company, any of its Subsidiaries or a Holding Company for or pursuant to the terms of any plan described in clause (iv).

(n)“Fair Market Value” means with respect to Shares, the closing price of a Share on the date in question (or, if there is no reported sale on such date, on the last preceding date on which any reported sale occurred) on the principal stock market or exchange on which the Shares are quoted or traded, or if Shares are not so quoted or traded, fair market value as determined by the Committee, and with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee.

(o)Achievement of “Full Career Status” means a Participant’s voluntary Termination of Service (i) at the age of 55 or older with ten or more years of continuous service or (ii) at the age of 62 or older. The chief human resources officer of the Company (or such individual holding a comparable role in the event of a restructuring of positions or re-designation of titles) shall have the binding authority to determine how many years of continuous service a Participant has at any given time.

(p)“Good Reason” means, with respect to any Participant, the occurrence of any of the following acts by the Company, or failure by the Company to act, following or in connection with the occurrence of a Change in Control, unless explicitly excluded in such Participant’s applicable Award Document and any additional grounds, as may be set forth in such Award Document:

(i)a material reduction of such Participant’s base salary and target incentive compensation;

(ii)an involuntary relocation of the geographic location of such Participant’s principal place of employment (or for consultants or advisors, service) by more than 100 miles; or



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(iii)only for Participants who are executive officers of the Company covered by Section16 of the Exchange Act, a material diminution of the Participant’s authority, duties, or responsibilities. In each case, if such Participant desires to terminate his or her employment or service with the Company or such Subsidiary for Good Reason, he or she must first give written notice within 90 days of the initial existence of the facts and circumstances providing the basis for Good Reason to the Company or such Subsidiary, and allow the Company or such Subsidiary 60 days from the date of such notice to rectify the situation giving rise to Good Reason, and in the absence of any such rectification, such Participant must terminate his or her employment or service for such Good Reason within 120 days after delivery of such written notice.

(q)“Holding Company” means an entity that becomes a holding company for the Company or its businesses as part of any reorganization, merger, consolidation or other transaction, provided that the outstanding shares of common stock of such entity and the combined voting power of the then outstanding Voting Securities of such entity are, immediately after such reorganization, merger, consolidation or other transaction, beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Voting Securities of the Company outstanding immediately prior to such reorganization, merger, consolidation or other transaction in substantially the same proportions as their ownership, immediately prior to such reorganization, merger, consolidation or other transaction, of such outstanding Voting Securities of the Company.

(r)“Incentive Stock Option” means an option representing the right to purchase Shares from the Company, granted pursuant to Section 6, that meets the requirements of Section 422 of the Code.

(s)“Non-Qualified Stock Option” means an option representing the right to purchase Shares from the Company, granted pursuant to Section 6, that is not an Incentive Stock Option.

(t)“Option” means an Incentive Stock Option or a Non-Qualified Stock Option granted pursuant to Section 6.

(u)“Other Stock-Based Award” means an Award granted pursuant to Section 10.

(v)“Participant” means the recipient of an Award granted under the Plan.

(w)“Performance Award” means an Award granted pursuant to Section 9.

(x)“Performance Period” means any period of not less than one year established by the Committee during which any performance goals specified by the Committee with respect to a Performance Award are measured.

(y)“Restricted Stock” means any Share granted pursuant to Section 8.

(z)"Restricted Stock Unit" or “RSU” means a contractual right granted pursuant to Section 8 that is denominated in Shares. Each RSU represents a right to receive the value of one Share (or a percentage of such value) in cash, Shares or a combination thereof. Awards of RSUs may include the right to receive dividend equivalents.

(aa)“Section 162(m) Compensation” means “qualified performance-based compensation” under Section 162(m) of the Code.

(bb) “Shares” means shares of the Company’s common stock, $0.01 par value.

(cc) “Stock Appreciation Right” or “SAR” means a right granted pursuant to Section 7, denominated in Shares, that entitles the Participant within the exercise period to receive a payment (or a number of Shares with a value) equal to the increase in value between the exercise price and the Fair Market Value of the underlying Shares at the date of exercise.

(dd) “Subsidiary” means an entity of which the Company directly or indirectly holds all or a majority of the value of the outstanding equity interests of such entity or a majority of the voting power with respect to the Voting Securities of such entity. Whether employment by or service with a Subsidiary is included within the scope of this Plan shall be determined by the Committee.

(ee) “Termination of Service” means, subject to Section 19, the cessation of a Participant’s employment or service relationship with the Company or a Subsidiary such that the Participant is no longer an employee, consultant or non-employee director of the Company or such Subsidiary, as applicable; provided, however, that, unless the Committee determines otherwise, such cessation of the Participant’s employment or service relationship with the Company or a Subsidiary, but the continuation of the Participant’s employment or services for the Company at another Subsidiary, or as a member of the Board, shall not be deemed a cessation of employment or service that would constitute a Termination of Service; provided, further, that a Termination of Service shall be deemed to occur for a Participant employed by or providing services to a Subsidiary when the Subsidiary ceases to be a Subsidiary unless such Participant’s employment or service continues with the Company or another Subsidiary. The chief human resources officer of the Company (or such



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individual holding comparable roles in the event of a restructuring of positions or re-designation of titles) shall have the binding authority to determine whether a Participant has had a cessation of his or her employment or service relationship with the Company or a Subsidiary.

(ff) “Voting Securities” means securities of a Person entitling the holder thereof to vote in the election of the members of the board of directors of such person or such governing body of such Person performing a similar principal governing function with respect to such Person.

Section 3. Eligibility. The following individuals may be designated by the Committee as a Participant from time to time: (a) a person who serves or is employed as an officer or other employee of the Company or any Subsidiary; (b) a consultant or advisor who provides services to the Company or a Subsidiary; and (c) a non-employee director of the Company.

Section 4. Administration.

(a) The Plan shall be administered by the Committee. All decisions of the Committee shall be final, conclusive and binding upon all parties, including the Company, its stockholders and Participants and any Beneficiaries thereof. The Committee may issue rules and regulations for administration of the Plan. It shall meet at such times and places as it may determine.

(b) To the extent necessary or desirable to comply with applicable regulatory regimes, any action by the Committee shall require the approval of Committee members who are (i) independent, within the meaning of and to the extent required by applicable rulings and interpretations of the applicable stock market or exchange on which the Shares are quoted or traded; (ii) non-employee directors within the meaning of Rule 16b-3 under the Exchange Act; and (iii) outside directors pursuant to Section 162(m) of the Code. The Board may designate one or more members of the Board as alternate members of the Committee who may replace any absent or disqualified member at any meeting of the Committee. To the extent permitted by applicable law, the Committee may delegate to one or more members of the Committee or officers of the Company the authority to grant Awards or take any other actions permitted under the Plan, except that such delegation to an officer of the Company shall not be applicable with respect to any Award fora person then covered by Section 16 of the Exchange Act.

(c) Subject to applicable law, the terms of the Plan and such orders or resolutions not inconsistent with the terms of the Plan as may from time to time be adopted by the Board, the Committee (or its delegate) shall have full power, discretion and authority to: (i) subject to Section 3, designate eligible individuals who will be Participants; (ii) determine the type or types of Awards to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights or other matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent and under what circumstances Awards may be settled or exercised in cash, Shares, other Awards, other property, net settlement, or any combination thereof, or cancelled, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, cancelled, forfeited or suspended; (vi) determine whether, to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (viii) prescribe the form of each Award Document, which need not be identical for each Participant; (ix) establish, amend, suspend or waive such rules and regulations and appoint such agents, trustees, brokers, depositories and advisors and determine such terms of their engagement as it shall deem appropriate for the proper administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations; (x) make any other determination and take any other action that the Committee in its sole discretion deems necessary or desirable for the administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations; and (xi) to construe, interpret and apply the provisions of this Plan.

(d) In addition to the conditions imposed by Section 11, the Committee may impose restrictions on any Award at the time of grant in the applicable Award Document or by other Committee action with respect to non-competition, confidentiality and other restrictive covenants as it deems necessary or appropriate.

(e) Notwithstanding any other provision in the Plan to the contrary, in any instance where a determination is to be made under the Plan at the discretion of the Company’s Chief Executive Officer or chief human resources officer (or such individuals holding a comparable role in the event of a restructuring of positions or re-designation of titles), the Company’s Chief Executive Officer shall make such determination



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in respect of the Company’s chief human resources officer, and the Committee shall make such determination in respect of the Company’s Chief Executive Officer (or, in each case, such individuals holding the comparable roles in the event of a restructuring of positions or re-designation of titles).

Section 5. Shares Available for Awards.

(a) Subject to adjustment as provided in Section 5(c), (i) the maximum number of Shares available for issuance under the Plan shall not exceed 60,000,000 Shares, with each Share subject to (or deliverable with respect to) an Option, SAR, RSU or any other Award reducing the number of Shares available for issuance under the Plan by one Share and (ii) no Participant may receive under the Plan in any calendar year (A) Options and SARs that relate to more than 1,000,000 Shares or (B) Awards other than Options or SARs which could result in delivery to the Participant of more than 1,000,000 Shares under the operation of the applicable performance goal formula, if and to the extent that any such Awards are intended to constitute Section 162(m) Compensation and denominated in Shares. The maximum number of Shares available for issuance under Incentive Stock Options shall be 60,000,000.

(b) Any Shares subject to an Award that expires, is cancelled, forfeited or otherwise terminates without the delivery of such Shares, including any Shares subject to an Award to the extent that Award is settled without the issuance of Shares, shall again be, or shall become, available for issuance under the Plan; provided, however, that (i) any Shares surrendered or withheld in payment of any grant, purchase, exercise price of an Award or taxes related to an Award and (ii) any Shares covered by a SAR that is exercised and settled in Shares, shall not again be available for issuance under the Plan.

(c) In the event that the Committee determines that, as a result of any dividend or other distribution (whether in the form of cash, Shares or other securities), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, issuance of Shares pursuant to the anti-dilution provisions of securities of the Company, or other similar corporate transaction or event affecting the Shares, or of changes in applicable laws, regulations or accounting principles, an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall adjust equitably any or all of:

(i)the number and type of Shares (or other securities) which thereafter may be made the subject of Awards, including the aggregate and individual limits specified in Section 5(a);

(ii)the number and type of Shares (or other securities) subject to outstanding Awards; and

(iii)the grant, purchase or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; provided, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.

(d) Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and newly issued Shares or Shares acquired by the Company.

Section 6. Options. The Committee is authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine.

(a) The exercise price per Share under an Option shall be determined by the Committee; provided, however, that such exercise price shall not be less than the Fair Market Value of a Share on the date of grant of such Option.

(b) The term of each Option shall be fixed by the Committee but shall not exceed 10 years from the date of grant of such Option in the form of an Incentive Stock Option and 10 years plus two days from the date of grant of such Option in the form of a Non-Qualified Stock Option.

(d) The Committee shall determine the method or methods by which, and the form or forms, including cash, Shares, other Awards, other property, net settlement, broker assisted cashless exercise or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price, in which payment of the exercise price with respect thereto may be made or deemed to have been made.



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(e) Any Option intended to be treated as an Incentive Stock Option shall be designated as such under the terms of the applicable Award Document. The terms of any such Incentive Stock Option shall comply in all respects with the provisions of Section 422 of the Code.

(f) Subject to Section 12 and Section 13, in general, no portion of an Award of Options is intended to vest prior to the first anniversary of the vesting commencement date set forth in the Award Document; however, the Committee may provide for shorter vesting if appropriate under the circumstances as determined by the Committee. Unless otherwise determined by the Committee, no dividends or dividend equivalents will be earned or paid on the Shares underlying any Options granted and outstanding under the Plan.

Section 7. Stock Appreciation Rights. The Committee is authorized to grant SARs to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine.

(a) SARs may be granted under the Plan to Participants either alone (“freestanding”) or in addition to other Awards granted under the Plan (“tandem”) and may, but need not, relate to a specific Option granted under Section 6.

(b) The exercise price per Share under a SAR shall be determined by the Committee; provided, however, that such exercise price shall not be less than the Fair Market Value of a Share on the date of grant of such SAR.

(c) The term of each SAR shall be fixed by the Committee but shall not exceed 10 years from the date of grant of such SAR.

(d) The Committee shall determine the time or times at which a SAR may be exercised or settled in whole or in part.

(e) Subject to Section 12 and Section 13, in general, no portion of an Award of SARs is intended to vest prior to the first anniversary of the vesting commencement date set forth in the Award Document; however, the Committee may provide for shorter vesting if appropriate under the circumstances as determined by the Committee. Unless otherwise determined by the Committee, no dividends or dividend equivalents will be earned or paid on the Shares underlying any SARs granted and outstanding under the Plan.

Section 8. Restricted Stock and RSUs. The Committee is authorized to grant Awards of Restricted Stock and RSUs to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine.

(a) Shares of Restricted Stock and RSUs shall be subject to such restrictions as the Committee may impose (including any limitation on the right to receive any dividend, dividend equivalent or other right), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate; provided that, subject to Section 12 and Section 13, in general, each Award of Restricted Stock and RSUs (other than Performance Awards) is intended to vest in whole or in part (including in installments) over a period of not less than three years from the vesting commencement date set forth in the Award Document; however, the Committee may provide for shorter vesting if appropriate under the circumstances as determined by the Committee.

(b) With respect to Shares of Restricted Stock, a Participant generally shall have the rights and privileges of a stockholder with respect thereto, including the right to vote such Shares of Restricted Stock and the right to receive dividends or dividend equivalents. Without limiting the generality of the foregoing, if the Award relates to Shares on which dividends are declared during the period that the Award is outstanding, such dividends or dividend equivalents shall be paid in cash on the vesting date of the Restricted Stock Award, subject to satisfaction of the vesting and other conditions of the underlying Award of Restricted Stock, unless otherwise determined by the Committee. Any share of Restricted Stock may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration. For the avoidance of doubt, unless otherwise determined by the Committee, no dividends or dividend equivalent rights shall be provided with respect to any Shares of Restricted Stock that do not vest pursuant to their terms.

(c) With respect to an RSU Award, each RSU covered by such Award shall represent a right to receive the value of one Share in cash, Shares or a combination thereof. An RSU shall not convey to the Participant the rights and privileges of a stockholder with respect to the Share subject to the RSU, such as the right to vote or the right to receive dividends, unless and until a Share is issued to the Participant to settle the RSU. Notwithstanding the foregoing, unless otherwise determined by the Committee in its sole discretion, RSU



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Awards shall convey the right to receive dividend equivalents on the Shares underlying the RSU Award with respect to any dividends declared during the period that the RSU Award is outstanding. Such dividend equivalent rights shall accumulate and shall be paid in cash on the settlement date of the underlying RSU Award, subject to the satisfaction of the vesting and other conditions of the underlying RSU Award, unless otherwise determined by the Committee. Shares delivered upon the vesting and settlement of an RSU Award may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration. For the avoidance of doubt, unless otherwise determined by the Committee, no dividend equivalent rights shall be provided with respect to any Shares subject to RSUs that do not vest or settle pursuant to their terms.

(d) If the Committee intends that an Award granted under this Section 8 shall constitute or provide for Section 162(m) Compensation, such Award shall be structured in accordance with the requirements of Section 9, including the performance criteria and the Award limitation set forth therein, and any such Award shall be considered a Performance Award for purposes of the Plan.

Section 9. Performance Awards. The Committee is authorized to grant Performance Awards with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:

(a) Performance Awards may be denominated as a cash amount, number of Shares or units or a combination thereof and are Awards which may be earned upon achievement or satisfaction of performance conditions specified by the Committee. In addition, the Committee may specify that any other Award shall constitute a Performance Award by conditioning the grant or the right to exercise the Award or have it settled, and the timing thereof, upon achievement or satisfaction of such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions. Subject to the terms of the Plan, the performance goals to be achieved during any Performance Period, the length of any Performance Period, the amount of any Performance Award granted and the amount of any payment or transfer to be made pursuant to any Performance Award shall be determined by the Committee.

(b) If the Committee intends that a Performance Award should constitute Section 162(m) Compensation, such Performance Award shall be subject to a pre-established formula, such that payment, retention or vesting of the Award is subject to the achievement during a Performance Period or Performance Periods, as determined by the Committee, of a level or levels of, or increases in, in each case as determined by the Committee, one or more of the following performance measures with respect to the Company: asset turnover, cash flow, contribution margin, cost objectives, cost reduction, earnings before interest and taxes (EBIT), earnings before interest, taxes, depreciation and amortization (EBITDA), earnings per share, economic value added, free cash flow, increase in customer base, inventory turnover, liquidity, market share, net income, net income margin, operating cash flow, operating profit margin, pre-tax income, productivity, profit margin, quality (internal or external measures), return on assets, return on net assets, return on capital, return on invested capital, return on equity, revenue, revenue growth, stockholder value, stock price, total shareholder return, and/or warranty experience. The Committee shall have the power to impose such other restrictions on Awards subject to this Section 9(b) as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements for Section 162(m) Compensation. In order to ensure that any Performance Award that is intended to qualify as Section 162(m) Compensation so qualifies, no Participant may be granted in any calendar year Performance Awards denominated in cash that, taken collectively in the aggregate, could result in a future payout at maximum performance in excess of $20,000,000.

(c) Each performance criterion may be measured on an absolute (e.g., plan or budget) or relative basis. Relative performance may be measured against a group of peer companies, a financial market index or other acceptable objective and quantifiable indices which the Committee selects. The Committee may modify those performance objectives or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable to account for any of the following events that occurs during the applicable Performance Period: (i) the effects of currency fluctuations, (ii) any or all items that are excluded from the calculation of non-GAAP earnings as reflected in any Company press release or Form 8-K filing relating to an earnings announcement, (iii) asset write-downs, (iv) litigation or claim judgments or settlements, (v) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (vi) reorganization and restructuring programs or capital return strategies, (vii) significant volume changes in any market or region, (viii) significant impacts or limitations to production capacity (ix)



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macro-economic or political assumption changes, (x) extraordinary and non-recurring accounting items and (xi) any other extraordinary or non-operational items; provided, however, that in the case of a Performance Award intended to qualify as Section 162(m) Compensation, such modifications shall be made only to the extent that they would not disqualify such Performance Award as Section 162(m) Compensation. Performance measures may vary from Performance Award to Performance Award, respectively, and from Participant to Participant, and may be established on a stand-alone basis, in tandem or in the alternative.

(d) Settlement of Performance Awards shall be in cash, Shares, other Awards, or any combination thereof, in the sole discretion of the Committee. The Committee may increase or reduce the amount of a settlement otherwise to be made in connection with a Performance Award but may not exercise discretion to increase any amount payable to a Covered Employee in respect of a Performance Award intended to qualify as Section 162(m) Compensation in a manner that would prevent the Performance Award from qualifying as Section 162(m) Compensation. Any settlement that changes the form of payment from that originally specified shall be implemented in a manner such that the Performance Award and other related Awards do not, solely for that reason, fail to qualify as Section 162(m) Compensation, if such Performance Award is intended by the Committee to so qualify.

(e) A Performance Award shall not convey to the Participant the rights and privileges of a stockholder with respect to the Shares subject to the Performance Award, such as the right to vote (except as relates to Restricted Stock) or the right to receive dividends, unless and until Shares are earned pursuant to the Performance Award and are issued to the Participant. Notwithstanding the foregoing, unless otherwise determined by the Committee in its sole discretion, each Performance Award shall convey the right to receive dividend equivalents with respect to any dividends declared during the period that the Performance Award is outstanding, but solely with respect to those Shares underlying the Performance Awards that are earned. Such dividend equivalents rights shall accumulate and shall be paid in cash on the settlement date of the underlying Performance Award, subject to the satisfaction of the performance, vesting and other conditions of the underlying Performance Award, unless otherwise determined by the Committee. For the avoidance of doubt, unless otherwise determined by the Committee, no dividend equivalent rights shall be provided with respect to any Shares subject to a Performance Award that are not earned or do not vest pursuant to the terms of the Performance Award.

Section 10. Other Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares or factors that may influence the value of Shares, including convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, purchase rights for Shares, Awards with value and payment contingent upon performance of the Company or business units thereof or any other factors designated by the Committee.

Section 11. Conditions Precedent to Awards. As a condition precedent to the vesting, exercise, payment or settlement of any portion of any Award at any time prior to a Change in Control, each Participant shall: (a) refrain from engaging in any activity which will cause damage to the Company or is in any manner inimical or in any way contrary to the best interests of the Company, as determined in the sole discretion of the Company’s Chief Executive Officer or chief human resources officer (or such individuals holding a comparable role in the event of a restructuring of positions or re-designation of titles), (b) not for a period of 12 months following any voluntary termination of employment or service, directly or indirectly, knowingly induce any employee of the Company or any Subsidiary to leave his or her employment for participation, directly or indirectly, with any existing or future business venture associated with such Participant, and (c) furnish to the Company such information with respect to the satisfaction of the foregoing conditions precedent as the Committee may reasonably request. In addition, the Committee may require a Participant to enter into such agreements as the Committee considers appropriate. The failure by any Participant to satisfy any of the foregoing conditions precedent shall result in the immediate cancellation of the unvested portion of any Award and any portion of any vested Award that has not yet been exercised, paid or settled and such Participant will not be entitled to receive any consideration with respect to such cancellation.

Section 12. Effect of Termination of Service on Awards. Subject to Sections 11 and Section 13, and unless otherwise provided by the Committee in any Award Document, or as the Committee may determine in any individual case, the following shall apply with respect to a Participant’s outstanding Awards upon such Participant’s Termination of Service.

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(i) Each Option and SAR held by the Participant shall immediately vest (to the extent not vested) and become exercisable and shall remain exercisable until the third anniversary of the date of death or, if earlier, the expiration date of such Option or SAR.

(ii) Each Restricted Stock and RSU Award held by the Participant shall immediately vest. Any RSU that vests pursuant to the preceding sentence shall be settled within 90 days following the Participant’s death.

(iii) Each outstanding Performance Award held by the Participant (A) shall have any service-based vesting requirements waived, (B) shall be earned based upon the achievement of the performance conditions applicable to such Award, and (C) shall be paid or settled on the scheduled settlement date or dates as provided under the terms of the applicable Award Document.

(b) Disability. In the event of a Participant’s Termination of Service due to Disability:

(i) Each Option and SAR held by the Participant shall continue to vest and become exercisable in accordance with its existing vesting schedule and shall remain exercisable until the expiration date of such Option or SAR.

(ii) Each Restricted Stock and RSU Award held by the Participant shall continue to vest in accordance with its existing vesting schedule. Each RSU that vests pursuant to the preceding sentence shall be settled on the scheduled settlement date or dates as provided under the terms of the applicable Award Document.

(iii) Each outstanding Performance Award held by the Participant (A) shall have any service-based vesting requirements waived, (B) shall be earned based upon the achievement of the performance conditions applicable to such Award and (C) shall be paid or settled on the scheduled settlement date or dates as provided under the terms of the applicable Award Document.

(c) Full Career Status Termination. In the event of a Participant’s Termination of Service after achieving Full Career Status:

(i) Each outstanding Option and SAR held by the Participant shall immediately vest (to the extent not vested) and become exercisable and shall remain exercisable until the expiration date of such Option or SAR.

(ii) With respect to each outstanding Restricted Stock or RSU Award held by the Participant:

(A)If such Termination of Service occurs on or prior to the one-year anniversary of the grant date of the Award (or if earlier, the one-year anniversary of the vesting commencement date as set forth in the Award Document), such Award shall be prorated (as set forth in the Award Document) and the pro-rata portion of the Award that is retained shall continue to vest in accordance with its existing vesting schedule, with the remaining portion of the Award being forfeited. RSUs that vest pursuant to this Section 12(c)(ii)(A) shall be settled on the scheduled settlement date or dates as provided under the terms of the applicable Award Document.

(B) If such Termination of Service occurs after the one-year anniversary of the grant date of such Award (or if earlier, the one-year anniversary of the vesting commencement date as set forth in the Award Document), such Award shall continue to vest in accordance with its existing vesting schedule. RSUs that vest pursuant to this Section 12(c)(ii)(B) shall be settled on the scheduled settlement date or dates as provided under the terms of the applicable Award Document.

(iii) With respect to each outstanding Performance Award held by the Participant:

(A) If such Termination of Service occurs within the first year of the Performance Period, (x) the Performance Award shall be prorated (as set forth in the Award Document) and the pro-rata portion of the Performance Award that is retained shall have any service-based vesting requirements waived, (y) the pro-rata portion of the Performance Award that is retained shall be earned based upon the achievement of the performance conditions applicable to such Award, and (z) the Performance Award shall be paid or settled on the scheduled settlement date or dates as provided under the terms of the applicable Award Document.

(B) If such Termination of Service occurs after the first year of the Performance Period, the Performance Award (x) shall have any service-based vesting requirements waived, (y) shall be earned based upon the achievement of the performance conditions applicable to such Award, and (z) shall be paid or settled on the scheduled settlement date or dates as provided under the terms of the applicable Award Document.

(d) Other Terminations. In the event of a Participant’s Termination of Service for any reason not specified in this Section 12, the Participant shall not be entitled to retain any portion of an Award; provided that any Option or SAR that is vested on the date of the Termination of Service shall remain outstanding and



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exercisable until the earlier of (i) the applicable expiration date of such Option or SAR or (ii) 90 days after the Termination of Service.

(e) Termination Pursuant to Approved Separation Agreement or Program. Notwithstanding the above provisions, in the event of a Participant's Termination of Service pursuant to an approved separation agreement or program, such Participant will not be entitled to retain any portion of an Award.

(f) Alternative Treatment. Notwithstanding the foregoing, the Committee may provide for any alternative treatment of outstanding Awards, and the circumstances in which, and the extent to which, any such Awards may be exercised, settled, vested, paid or forfeited in the event of a Participant’s Termination of Service prior to the end of a Performance Period or the exercise, vesting or settlement of such Award, either in an Award Document or, subject to Section 15, by Committee action after the grant of an Award. Unless otherwise provided in an Award Document or otherwise determined by the Committee, a qualifying leave of absence shall not constitute a Termination of Service. A Participant’s absence or leave shall be deemed to be a qualifying leave of absence if so provided under the Company’s employee policies or if approved by the Company’s chief human resources officer (or such individual holding a comparable role in the event of a restructuring of positions or redesignation of titles).

Section 13. Effect of a Change in Control on Awards.

(a) In the event of a Change in Control, unless otherwise provided in an Award Document, outstanding Options and SARs shall be treated as described in subsection (i) below, outstanding Restricted Stock and RSUs shall be treated as described in subsection (ii) below and outstanding Performance Awards shall be treated as described in subsection (iii) below.

(i) (A) If in connection with the Change in Control, any outstanding Option or SAR is continued in effect or converted into an option to purchase or right with respect to stock of the successor or surviving corporation (or a parent or subsidiary thereof) which conversion shall comply with Sections 424 (to the extent applicable) and 409A of the Code, then upon the occurrence of a Termination of Service of a Participant by the Company without Cause or a Termination of Service by such Participant for Good Reason within 24 months following the Change in Control, such Option(s) or SAR(s) held by such Participant shall vest and become exercisable and shall remain exercisable until the earlier of the expiration of its full specified term or the first anniversary of such Termination of Service.

(B) If outstanding Options or SARs are not continued or converted as described in subsection (i)(A) above, such Options or SARs shall vest and become fully exercisable effective immediately prior to the Change in Control (in a manner facilitating full exercise, including cashless exercise by Participants subject to the Change in Control) and any Options or SARs not exercised prior to the Change in Control shall be cancelled without consideration effective as of the Change in Control.

(ii) (A) If in connection with the Change in Control, any outstanding Restricted Stock or RSU is continued in effect or converted into a restricted stock or unit representing an interest in stock of the successor or surviving corporation (or a parent or subsidiary thereof) on a basis substantially equivalent to the consideration received by stockholders of the Company in connection with the Change in Control, then upon the occurrence of an involuntary Termination of Service of a Participant by the Company without Cause or a Termination of Service by such Participant for Good Reason within 24 months following the Change in Control, such restricted stock or unit(s) held by such Participant shall vest and, in the case of units, be immediately due and payable.

(B) If outstanding Restricted Stock or RSUs are not continued or converted as described in subsection (ii)(A) above, such Restricted Stock or RSUs shall vest and, in the case of RSUs, be due and payable effective immediately prior to the Change in Control.

(iii) With respect to each outstanding Performance Award, (A) the Performance Period shall end as of the date immediately prior to such Change in Control and the Committee shall determine the extent to which the performance criteria applicable to such Performance Award have been satisfied at such time, (B) the portion of such Performance Award that is deemed to have been earned pursuant to clause (A) above shall be converted into a time-vesting Award of equivalent value to which any service vesting requirements applicable to the predecessor Performance Award shall continue to apply and (C) the converted time-vesting Award shall be paid or settled on the settlement date or dates as provided under the terms of the predecessor Performance Award that would have applied had a Change in Control not occurred; provided that upon the occurrence of a Termination of Service of a Participant by the Company without Cause or a Termination of Service by such Participant



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for Good Reason within 24 months following the Change in Control, any service vesting requirements applicable to any such converted Award shall be deemed to have been met and such converted Award shall be immediately paid or settled upon such Termination of Service.

For purposes of subsections (i) and (ii) above, no Option, SAR, Restricted Stock or RSU (including Performance Awards denominated in any of the foregoing forms) shall be treated as “continued or converted” on a basis consistent with the requirements of subsection (i)(A) or (ii)(A), as applicable, unless the stock underlying such award after such continuation or conversion consists of securities of a class that is widely held and publicly traded on a U.S. national securities exchange.

(b) In addition, in the event of a Change in Control and to the extent not less favorable to a Participant than the provisions of Section 13(a) above or the applicable Award Document, the Committee, and on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such Change in Control, may take any one or more of the following actions whenever the Committee determines that such action is appropriate or desirable in order to prevent the dilution or enlargement of the benefits intended to be made available under the Plan or to facilitate the Change in Control transaction:

(i) to terminate or cancel any outstanding Award in exchange for a cash payment (and, for the avoidance of doubt, if as of the date of the Change in Control, the Committee determines that no amount would have been realized upon the exercise of the Award or other realization of the Participant’s rights, then the Award may be cancelled by the Company without payment of consideration);

(ii) to provide for the assumption, substitution, replacement or continuation of any Award by the successor or surviving corporation (or a parent or subsidiary thereof) with cash, securities, rights or other property to be paid or issued, as the case may be, by the successor or surviving corporation (or a parent or subsidiary thereof), and to provide for appropriate adjustments with respect to the number and type of securities (or other consideration) of the successor or surviving corporation (or a parent or subsidiary thereof), subject to any replacement awards, the terms and conditions of the replacement awards (including, without limitation, any applicable performance targets or criteria with respect thereto) and the grant, exercise or purchase price per share for the replacement awards;

(iii) to make any other adjustments in the number and type of securities (or other consideration) subject to outstanding Awards and in the terms and conditions of outstanding Awards (including the grant or exercise price and performance criteria with respect thereto) and Awards that may be granted in the future; and

(iv)to provide that any Award shall be accelerated and become exercisable, payable and/or fully vested with respect to all Shares covered thereby, notwithstanding anything to the contrary in the Plan or the applicable Award Document.

Section 14. General Provisions Applicable to Awards.

(a) Awards shall be granted for no cash consideration or for such minimal cash consideration as may be required by applicable law.

(b) Awards may, in the discretion of the Committee, be granted either alone or in addition to or in tandem with any other Award or any award granted under any other plan of the Company. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company, may be granted either at the same time as or at a different time from the grant of such other Awards or awards.

(c) Subject to the terms of the Plan, payments or transfers to be made by the Company upon the grant, exercise or settlement of an Award may be made in the form of cash, Shares, other Awards, other property, net settlement, or any combination thereof, as determined by the Committee in its discretion at the time of grant, and may be made in a single payment or transfer, in installments or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of dividend equivalents in respect of installment or deferred payments.

(d) Except pursuant to Section 14(e) or the laws of descent, no Award and no right under any Award may be voluntarily or involuntarily assigned, alienated, sold or transferred, including as between spouses or pursuant to a domestic relations order in connection with dissolution of marriage, or by operation of law other than the laws of descent. An Award, and any rights under an Award, shall be exercisable only by the



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Participant during the Participant’s lifetime unless a court of competent jurisdiction determines that the Participant lacks the capacity to handle his or her own affairs, in which case an Award or any rights under an Award may be exercised by the person to whom such court has expressly granted authority to exercise such Award or the rights under such Award on the Participant’s behalf. After the Participant’s lifetime, an Award and any rights under an Award shall be exercisable only by the designated Beneficiary, by the person who obtains an interest pursuant to laws of descent or by the Participant’s estate. In the event a person who so obtains an interest in an Award is determined by a court of competent jurisdiction to lack the capacity to handle his or her own affairs, an Award or any rights under an Award may be exercised by the person to whom such court has expressly granted authority to exercise such Award or the rights under such Award on the person’s behalf. The Plan shall not recognize any grant of authority to exercise an Award or any rights under an Award except as set forth in this Section 14(d). The provisions of this Section 14(d) shall not apply to any Award that has been fully exercised or settled, as the case may be, and shall not preclude forfeiture of an Award in accordance with the terms thereof or of the Plan.

(e) A Participant may designate a Beneficiary or change a previous Beneficiary designation at such times prescribed by the Committee by using forms and following procedures approved or accepted by the Committee for that purpose.

(f) Any Awards granted under the Plan (including any amounts or benefits arising from such Awards) shall be subject to any clawback or recoupment policies the Company has in place from time to time.

(g) Subject to the requirements of Section 409A of the Code, if the Company or any Subsidiary has any unpaid claim against a Participant arising out of or in connection with the Participant’s employment or service with any Subsidiary, prior to settlement of an Award, such claim may be offset against Awards under this Plan (up to $5,000 per year) and at the time of vesting or settlement of any Award, such claim may be offset in total. Such claims may include, but are not limited to, unpaid taxes or corporate business credit card charges.

Section 15. Amendments and Termination.

(a) Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Document or in the Plan, the Board may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time; provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) stockholder approval if such approval is required by applicable law or the rules of the stock market or exchange, if any, on which the Shares are principally quoted or traded or (ii) the consent of the affected Participant, if such action would materially adversely affect the rights of such Participant under any outstanding Award, except (A) to the extent any such amendment, alteration, suspension, discontinuance or termination is made to cause the Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations, (B) to impose any clawback or recoupment provisions with respect to any Awards (including any amounts or benefits arising from such Awards) adopted by the Company from time to time, or (C) as the Board determines in good faith to be in the best interests of the Participants affected thereby; provided further, that the Committee’s authority under this Section 15(a) is limited in the case of Awards subject to Section 9(b), as provided in Section 9(b). Notwithstanding anything to the contrary in the Plan, the Committee may amend the Plan, or create sub-plans, in such manner as may be necessary to enable the Plan to achieve its stated purposes in any jurisdiction in a tax‑efficient manner and in compliance with local rules and regulations. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect.

(b) The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate any provision of the Plan or any Award theretofore granted, prospectively or retroactively, without the consent of any relevant Participant or holder or Beneficiary of an Award; provided, however, that no such action shall materially adversely affect the rights of any affected Participant or holder or Beneficiary under any Award theretofore granted under the Plan, except (i) to the extent any such action is made to cause the Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations, (ii) to impose any clawback or recoupment provisions with respect to any Awards (including any amounts or benefits arising from such Awards) adopted by the Company from time to time, or (iii) as the Committee determines in good faith to be in the best interests of the Participants affected thereby; and provided further, that the Committee’s authority under this Section 15(b) is limited in the case of Awards subject to Section 9(b), as provided in Section 9(b).



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(c) The Committee may specify in an Award Document that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to the conditions set forth in Section 11 and any otherwise applicable vesting or performance conditions of an Award. Such events may include (without limitation) a Termination of Service with or without Cause (and, in the case of any Cause that is resulting from an indictment or other non-final determination, the Committee may provide for such Award to be held in escrow or abeyance until a final resolution of the matters related to such event occurs, at which time the Award shall either be reduced, cancelled or forfeited (as provided in such Award Document) or remain in effect, depending on the outcome), violation of material policies, breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is determined in the sole discretion of the Committee to be detrimental to the business or reputation of the Company and/or its Subsidiaries.

(d) Notwithstanding the foregoing, except as provided in Section 5(c), without approval of the Company’s stockholders, (i) no action shall directly or indirectly, through cancellation and regrant or any other method, reduce, or have the effect of reducing, the exercise price of any Option or SAR established at the time of grant thereof and (ii) no Option or SAR may be cancelled in exchange for cash or other securities at any time when the exercise price for such Option or SAR is greater than the Fair Market Value of the Shares underlying such Option or SAR.

Section 16. Miscellaneous.

(a) No employee, consultant, advisor, Participant or other person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of employees, consultants, advisors, Participants or holders or Beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient. Any Award granted under the Plan shall be a one-time Award that does not constitute a promise of future grants. The Committee maintains the right to make available future grants under the Plan.

(b) The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of, or to continue to provide services to, the Company or any Subsidiary. Further, the Company or the applicable Subsidiary may at any time dismiss a Participant, free from any liability, or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Document or in any other agreement binding the parties. The receipt of any Award under the Plan is not intended to confer any rights on the receiving Participant except as set forth in the applicable Award Document.

(c) Nothing contained in the Plan shall prevent the Committee or the Company from adopting or continuing in effect other or additional compensation arrangements (including Share-based arrangements), and such arrangements may be either generally applicable or applicable only in specific cases.

(d) The Company (or any Subsidiary) shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other Awards, other property, net settlement, or any combination thereof) of applicable withholding taxes due in respect of an Award, its exercise or settlement or any payment or transfer under such Award or under the Plan and to take such other action (including providing for elective payment of such amounts in cash or Shares by the Participant) as may be necessary in the opinion of the Company (or the Subsidiary) to satisfy all obligations for the payment of such taxes.

(e) If any provision of the Plan or any Award Document is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award Document, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such Award Document shall remain in full force and effect.

(f) Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company.

(g) No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash or other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be cancelled, terminated or otherwise eliminated.



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(h) Awards may be granted to Participants who are non-United States nationals or employed or providing services outside the United States, or both, on such terms and conditions different from those applicable to Awards to Participants who are employed or providing services in the United States as may, in the judgment of the Committee, be necessary or desirable to recognize differences in local law, tax policy or custom. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize the Company’s obligation with respect to tax equalization for Participants on assignments outside their home country.

Section 17. Effective Date of the Plan. The Plan shall be effective as of the Effective Date, subject to stockholder approval.

Section 18. Term of the Plan. No Award shall be granted under the Plan after the earliest to occur of (a) the tenth year anniversary of the Effective Date, (b) the maximum number of Shares available for issuance under the Plan have been issued or (c) the Board terminates the Plan in accordance with Section 15(a). However, unless otherwise expressly provided in the Plan or in an applicable Award Document, any Award theretofore granted may extend beyond such date, and the authority of the Committee to amend, alter, adjust, suspend, discontinue or terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of the Board to amend the Plan, shall extend beyond such date.

Section 19. Section 409A of the Code. With respect to Awards subject to Section 409A of the Code, the Plan is intended to comply with the requirements of Section 409A of the Code, and the provisions of the Plan and any Award Document shall be interpreted in a manner that satisfies the requirements of Section 409A of the Code, and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition will be interpreted and, to the extent necessary, deemed amended so as to avoid this conflict. If an amount payable under an Award as a result of the Participant’s Termination of Service (other than due to death) occurring while the Participant is a “specified employee” under Section 409A of the Code constitutes a deferral of compensation subject to Section 409A of the Code, then payment of such amount shall not occur until six months and one day after the date of the Participant’s Termination of Service, except as permitted under Section 409A of the Code. To the extent any amount that is “nonqualified deferred compensation” for purposes of Section 409A of the Code becomes payable upon a Termination of Service, such Termination of Service shall not be deemed to have occurred any earlier than a “separation from service” would occur under Section 409A of the Code, and related regulations and guidance thereunder. Notwithstanding any of the foregoing, the Company makes no representations or warranty and shall have no liability to the Participant or any other person if any provisions or payments, compensation or other benefits under the Plan are determined to constitute nonqualified deferred compensation subject to Section 409A of the Code but do not satisfy the provisions thereof.

Section 20. Data Protection. By participating in the Plan, the Participant consents to the holding and processing of personal information provided by the Participant to the Company or any Subsidiary, trustee or third party service provider, for all purposes relating to the operation of the Plan. These include, but are not limited to:

(a) administering and maintaining Participant records;

(b) providing information to the Company, Subsidiaries, trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan;

(c) providing information to future purchasers or merger partners of the Company or any Subsidiary, or the business in which the Participant works; and

(d) transferring information about the Participant to any country or territory that may not provide the same protection for the information as the Participant’s home country.

Section 21. Governing Law. The Plan and each Award Document shall be governed by the laws of the State of Delaware, without application of the conflicts of law principles thereof.



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		~~2013~~2014 ANNUAL MEETING
		General Motors Company
		General Motors Global Headquarters
		300 Renaissance Center
		Detroit, Michigan 48243

General Directions



From East		From North

Take I-94 West to I-75 South. Keep left to I-375 South via Exit 51C toward Civic Center. I-375 South becomes Jefferson Avenue West. Proceed west for approximately one block. The GM Renaissance Center is on the left.		Take I-75 South and keep left to I-375 South via Exit 51C toward Civic Center. I-375 South becomes Jefferson Avenue West. Proceed west for approximately one block. The GM Renaissance Center is on the left.

From West		From South

Take I-94 East to I-75 South to I-375 South via Exit 51C toward Civic Center. I-375 South becomes Jefferson Avenue West. Proceed west for approximately one block. The GM Renaissance Center is on the left. OR Take I-96 East to I-696 East toward Port Huron, then to M-10 South via Exit #8, toward the US-24 Telegraph exit. Merge onto M-10 South. In approximately 20 miles M-10 becomes Jefferson Avenue West. Proceed east for approximately one quarter mile. The GM Renaissance Center is on the right.		From Canada: Via Detroit-Windsor Tunnel, turn right at Jefferson Avenue. The GM Renaissance Center is approximately one block east on the right. Via Ambassador Bridge, take I-75 North to I-375 South via Exit 51C toward Civic Center. I-375 South becomes Jefferson Avenue West. Proceed west for approximately one block. The GM Renaissance Center is on the left.

Stockholders and their guests are responsible for their parking. Parking is available on a first-come, first-served basis at Port Atwater, Beaubien Place, and Miller parking decks.

An admission ticket will be required to enter the meeting. Please follow the instructions on page 57 of this proxy statement for important information on attending the annual meeting.

Your Vote is Important

Please vote via the Internet, by telephone, or by signing, dating, and returning the enclosed proxy card or voting instruction form.

Results of the Annual Meeting

Final certified results of voting at the annual meeting will be available at www.gm.com/~~proxymaterials.~~

proxymaterials.

~~GENERAL MOTORS COMPANY~~

~~GENERAL MOTORS GLOBAL HEADQUARTERS~~

~~MAIL CODE 482-C25-A36~~

~~300 RENAISSANCE CENTER~~

~~P.O. BOX 300~~

~~DETROIT, MI 48265-3000~~

~~VOTE BY INTERNET - www.proxyvote.com or scan the QR code above~~

Use the Internet to transmit your voting instructions up until 11:59 p.m. Eastern Time on Wednesday, June 5, 2013. Have this proxy card available when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.

~~VOTE BY PHONE - 1-800-690-6903~~

Use any touch-tone phone to transmit your voting instructions up until 11:59 p.m. Eastern Time on Wednesday, June 5, 2013. Have this proxy card available when you call and then follow the instructions.

~~If you vote by Internet or phone, do not mail this proxy card.~~

~~VOTE BY MAIL~~

~~Mark, sign, and date this proxy card and promptly return it in the enclosed postage-paid envelope or return it to: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.~~

~~ELECTRONIC DELIVERY OF FUTURE STOCKHOLDER COMMUNICATIONS~~

To reduce our future postage and printing expenses, you can consent to receiving all future proxy statements, proxy cards, and annual reports electronically via e-mail or the Internet. To enroll for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in the future.


~~TO VOTE BY MAIL, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:~~		~~M58654-P38276~~		~~KEEP THIS PORTION FOR YOUR RECORDS~~


— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —


				~~DETACH AND RETURN THIS PORTION ONLY~~

~~THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.~~

~~GENERAL MOTORS COMPANY~~

~~GM Proposals – The Board of Directors recommends a~~

~~voteFOR~~ ~~Items 1-3:~~

~~1. Election of Directors~~

~~Nominees:~~

~~For~~

~~Against~~

~~Abstain~~

~~1a. Daniel F. Akerson~~

~~1b. David Bonderman~~

~~For~~

~~Against~~

~~Abstain~~

~~1c. Erroll B. Davis, Jr.~~

~~1l. Theodore M. Solso~~

~~1d. Stephen J. Girsky~~

~~1m. Carol M. Stephenson~~

~~1e. E. Neville Isdell~~

~~1n. Cynthia A. Telles~~

~~1f. Robert D. Krebs~~

~~2. Ratification of the Selection of Deloitte & Touche LLP as GM’s Independent Registered Public Accounting Firm for 2013~~

~~1g. Kathryn V. Marinello~~

~~3. Advisory Vote to Approve Executive Compensation~~

~~1h. Michael G. Mullen~~

~~Stockholder Proposals – The Board of Directors recommends a voteAGAINST~~ ~~Items 4-5.~~

~~1i. James J. Mulva~~

~~4. Independent Board Chairman~~

~~1j. Patricia F. Russo~~

~~5. Executive Stock Retention~~

~~1k. Thomas M. Schoewe~~

~~NOTE:~~Please sign exactly as your name(s) appear(s) hereon. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, guardian, trustee, custodian, or in any other representative capacity, give full title as such. Corporations should provide the full name of corporation and name and title of the authorized officer signing the proxy card.

~~Signature [PLEASE SIGN WITHIN BOX]~~

~~Date~~

~~Signature (Joint Owners)~~

~~Date~~

~~General Motors Company~~

~~2013 Annual Meeting~~

Table of ~~Stockholders~~

~~Thursday, June 6, 2013, 9:30 a.m. Eastern Time~~

~~General Motors Global Headquarters~~

~~300 Renaissance Center~~

~~Detroit, Michigan 48243~~

~~To attend the annual meeting, you must request an admission ticket in advance by following the instructions in the Proxy Statement.~~

~~Important Notice Regarding the Availability~~Contents

Table of ~~Proxy Materials for the Annual Meeting:~~

~~The Proxy Statement and Annual Report to Stockholders are available at www.gm.com/proxymaterials.~~

~~— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —~~

~~M58655-P38276~~

~~THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS~~

~~The undersigned authorizes Daniel F. Akerson, Stephen J. Girsky, and Daniel Ammann, and each of them as the Proxy Committee, to vote the~~~~Common Stock~~ of the undersigned upon the nominees for directors; upon the other Items shown on the reverse side, which are described on the pages identified in the Table of Contents of the Proxy Statement; and upon all other matters which may come before the 2013 Annual Meeting of Stockholders of General Motors Company, or any adjournment thereof.

You are encouraged to specify your choices by marking the appropriate boxes on the reverse side, but you need not mark any boxes if you wish to vote in accordance with the Board of Directors’ recommendations; just sign, date, and return this proxy in the enclosed envelope.

~~Please see the reverse side for Internet and telephone voting instructions.~~

~~(Continued and to be marked, signed, and dated on the reverse side)~~

Contents

Table of Contents



¨o	PreliminaryProxy Statement
¨o	Confidential, for Use of the Commission Only(as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
¨o	Definitive Additional Materials
¨o	Soliciting Material Pursuant to §240.14a-12



~~Notice of Annual Meeting of Stockholders of General Motors Company~~		1
~~Questions and Answers~~ Mary T. Barra		2Theodore M. Solso
~~Item No. 1 – Nomination and Election of Directors~~ Chief Executive Officer		8
~~Information about Nominees for Director~~		8
~~Corporate Governance~~		15
~~Corporate Governance Guidelines~~		15
~~Board Leadership Structure~~		15
~~Board’s Role in Risk Oversight~~		16
~~Selection of Nominees for Election to the Board~~		17
~~Board Meetings and Attendance~~		18
~~Size of the Board~~		18
~~Voting Standards for the Election of Directors~~		19
~~Director Independence~~		19
~~Executive Sessions~~		21
~~Stockholder Communication with the Board~~		21
~~Code of Ethics~~		21
~~Confidentiality~~		21
~~Director Orientation and Continuing Education~~		21
~~Access to Outside Advisors~~		22
~~Committees~~Chairman of the Board of Directors

		22
~~Non-Employee Director Compensation~~	24
~~Compensation Committee Interlocks and Insider Participation~~	27
~~Director Stock Ownership and Holding Requirement~~s	27
~~Security Ownership of Directors, Named Executive Officers, and Certain Others~~	28
~~Stockholders Agreement~~	30
~~Certain Relationships and Related Party Transactions~~	30
~~Section 16(a) Beneficial Ownership Reporting Compliance~~	32
~~Executive Compensation~~	33
~~Compensation Discussion and Analysis Executive Summary~~	33
~~Compensation Discussion and Analysis~~	36
~~Compensation Risk Assessment and Management Process~~	43
~~2012 Summary Compensation Table~~	45
~~Compensation Committee Report~~	53
~~Audit Committee Report~~	58
~~Fees Paid to Independent Registered Public Accounting Firm~~	59
~~Item No. 2~~~~— Ratification of the Selection of Deloitte & Touche LLP for 2013~~	60
~~Item No. 3~~ ~~— Advisory Vote to Approve Executive Compensation~~	60
~~Item No. 4~~ ~~— Stockholder Proposal Regarding Independent Board Chairman~~	61
~~Item No. 5~~~~— Stockholder Proposal Regarding Executive Stock Retention~~	63


~~Time and Date:~~		~~9:30 a.m. Eastern Time, Thursday, June 6, 2013~~

~~Place:~~	~~General Motors Company~~
	~~General Motors Global Headquarters~~
	~~300 Renaissance Center~~
	~~Detroit, Michigan 48243~~

~~Agenda Items:~~	~~1. Election of directors;~~

	~~2. Ratification of the selection of the independent registered public accounting firm for 2013;~~

	~~3. Advisory vote to approve executive compensation;~~

	~~4. Stockholder proposal regarding independent board chairman;~~

	~~5. Stockholder proposal regarding executive stock retention; and~~

	~~6. Transacting any other business that is properly brought before the meeting, or any adjournment.~~

~~Board of Directors~~ ~~Recommendations:~~	~~The Board of Directors recommends a vote~~~~“FOR”~~ ~~Items 1, 2, and 3 and~~~~“AGAINST”~~ ~~Items 4 and 5.~~

~~Record Date:~~	~~You are entitled to vote at the meeting if you were a holder of record of GM Common Stock, $0.01 par value (“Common Stock”), at the close of business on April 8, 2013.~~

~~Proxy Voting:~~	Your vote is very important. Whether or not you plan to attend the annual meeting, please submit your vote as soon as possible so that your shares will be represented and voted at the meeting.You may submit your vote by Internet or telephone or by completing and mailing the enclosed proxy card or voting instruction form. Please note that voting in advance by any of these methods will not affect your right to attend the meeting and vote in person. For specific instructions on how to vote your shares, please see “How do I vote without attending the annual meeting?” on page 5.



Time and Date:	9:30 a.m. Eastern Time, Tuesday, June 10, 2014

Place:	General Motors Company
	General Motors Global Headquarters
	300 Renaissance Center
	Detroit, Michigan 48243

Agenda Items:	1. Election of directors;

	2. Ratification of the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2014;

	3. Advisory vote to approve executive compensation;

	4. Advisory vote to approve the frequency of a stockholder advisory vote on executive compensation;

	5. Approval of the General Motors Company 2014 Short-Term Incentive Plan;

	6. Approval of the General Motors Company 2014 Long-Term Incentive Plan;

	7. Stockholder proposal regarding cumulative voting;

	8. Stockholder proposal regarding independent board chairman; and

	9. Transacting any other business that is properly brought before the meeting, or any adjournment.

Board of Directors Recommendations:	The Board of Directors recommends a vote “FOR” Items 1, 2, and 3, for “ONE YEAR” on Item 4, "FOR" Items 5 and 6, and “AGAINST” Items 7 and 8.

Record Date:	You are entitled to vote at the meeting if you were a holder of record of GM Common Stock, $0.01 par value (“Common Stock”), at the close of business on April 11, 2014.

Proxy Voting:	Your vote is very important. Whether or not you plan to attend the annual meeting, please submit your vote as soon as possible so that your shares will be represented and voted at the meeting. You may submit your vote by Internet or telephone or by completing and mailing the enclosed proxy card or voting instruction form. Please note that voting in advance by any of these methods will not affect your right to attend the meeting and vote in person. For specific instructions on how to vote your shares, please see “How do I vote without attending the annual meeting?”on page 3.5.

Admission:		If you plan to attend the annual meeting, you must request an admission ticket in advance by following the instructions on page 57 of this proxy statement, and we must receive your request no later than ~~Wednesday, May 29, 2013.~~June 3, 2014. Each stockholder may bring one guest to the meeting, and you must also request an admission ticket for your guest. Stockholders and their accompanying guest must each present an admission ticket and government-issued photo identification ~~and an admission ticket~~ to enter the meeting.



GENERAL MOTORS COMPANY
(Name of Registrant as Specified in Its Charter)



(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

¨

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.



(1)	Title of each class of securities to which transaction applies:

¨

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.



				GENERAL MOTORS COMPANY
300 Renaissance Center, P.O. Box 300, Detroit, MI 48265-3000



Proxy Statement Summary		1
Proxy Statement		4
Questions and Answers		4
Item No. 1 – Election of Directors		10
Information about Nominees for Director		10
Corporate Governance		15
Corporate Governance Guidelines		15
Board Leadership Structure		16
Board’s Role in Risk Oversight		17
Selection of Nominees for Election to the Board		17
Board Meetings and Attendance		19
Size of the Board		19
Voting Standards for the Election of Directors		19
Director Independence		20
Executive Sessions		21
Stockholder Communication with the Board		21
Code of Ethics		21
Confidentiality		21
Director Orientation and Continuing Education		22
Access to Outside Advisors		22
Committees of the Board of Directors		22
Non-Employee Director Compensation		24
Compensation Committee Interlocks and Insider Participation		26
Director Stock Ownership and Holding Requirements		26
Security Ownership of Directors, Named Executive Officers, and Certain Others		27
Stockholders Agreement		28
Certain Relationships and Related Party Transactions		28
Section 16(a) Beneficial Ownership Reporting Compliance		30
Executive Compensation		31
Compensation Discussion and Analysis		31
Executive Summary		31
Total Compensation Framework and Overview		33
Assessing Compensation Competitiveness		34
Objectives of Our Compensation Program		35
2013 Compensation Decisions and RSU Performance Metric		35
Stock Ownership Requirements		38
Policy on Recoupment of Incentive Compensation		38
Compensation Committee and Consultant Independence		38
Compensation Risk Assessment Process		39
2014 Compensation for Named Executive Officers		40
2013 Summary Compensation Table and Related Compensation Tables		41
Compensation Committee Report		51
Audit Committee Report		52
Fees Paid to Independent Registered Public Accounting Firm		53
Item No. 2 — Ratification of the Selection of Deloitte & Touche LLP for 2014		54
Item No. 3 — Advisory Vote to Approve Executive Compensation		54
Item No. 4 — Advisory Vote to Approve the Frequency of a Stockholder Advisory Vote on Executive Compensation		55
Item No. 5 — Approval of the General Motors Company 2014 Short-Term Incentive Plan		55
Item No. 6 — Approval of the General Motors Company 2014 Long-Term Incentive Plan		58
Item No. 7 — Stockholder Proposal Regarding Cumulative Voting		65
Item No. 8 — Stockholder Proposal Regarding Independent Board Chairman		66
Exhibit A — Text of the General Motors Company 2014 Short-Term Incentive Plan		A-1
Exhibit B — Text of the General Motors Company 2014 Long-Term Incentive Plan		B-1



Tuesday, June 10, 2014		General Motors Company Global Headquarters
9:30 a.m. Eastern Time		300 Renaissance Center
		Detroit, Michigan 48243


Voting:	You are entitled to vote at the meeting if you were a holder of record of Common Stock at the close of business on April 11, 2014.



Proposal	Board Voting Recommendation	Page Reference for More Detail
Management Proposals:
1. Election of directors	FOR	10
2. Ratification of the selection of Deloitte & Touche LLP as the Company's independent public accounting firm for 2014	FOR	54
3. Advisory vote to approve executive compensation	FOR	54
4. Advisory vote to approve the frequency of a stockholder advisory vote on executive compensation	ONE YEAR	55
5. Approval of the General Motors Company 2014 Short-Term Incentive Plan	FOR	55
6. Approval of the General Motors Company 2014 Long-Term Incentive Plan	FOR	58
Stockholder Proposals:
7. Stockholder proposal regarding cumulative voting	AGAINST	65
8. Stockholder proposal regarding independent board chairman	AGAINST	66



x	No fee required.



(1)	Amount previously paid:



Name	Age	Director Since	Principal Occupation	Independent	Committee Membership(1)
Joseph J. Ashton	65	—	Vice President, United Auto Workers
Mary T. Barra	52	2014	Chief Executive Officer, General Motors Company
Erroll B. Davis, Jr.	69	2009	Superintendent, Atlanta Public Schools	X	AC, PPC (Chair)
Stephen J. Girsky	51	2009	Senior Advisor, General Motors Company		FC, PPC
E. Neville Isdell	70	2009	Retired Chairman and Chief Executive Officer, The Coca-Cola Company	X	DCGC, ECC (Chair)
Kathryn V. Marinello	57	2009	Senior Advisor, Ares Management, LLC	X	AC, PPC
Admiral Michael G. Mullen USN (ret.)	67	2013	Retired Chairman, Joint Chiefs of Staff	X	AC, PPC
James J. Mulva	67	2012	Retired Chairman and Chief Executive Officer, ConocoPhillips	X	ECC, FC, PPC
Patricia F. Russo	61	2009	Retired Chief Executive Officer, Alcatel-Lucent	X	DCGC (Chair), ECC, FC
Thomas M. Schoewe	61	2011	Retired Executive Vice President and Chief Financial Officer, Wal-Mart Stores, Inc.	X	AC (Chair), FC
Theodore M. Solso	67	2012	Retired Chairman and Chief Executive Officer, Cummins, Inc. and Chairman, General Motors Company	X	AC, DCGC, ECC
Carol M. Stephenson	63	2009	Retired Dean, Ivey Business School, The University of Western Ontario	X	DCGC, ECC


(1)	Board Committee Names: AC - Audit Committee, DCGC - Directors and Corporate Governance Committee, ECC - Executive Compensation Committee, FC - Finance Committee, PPC - Public Policy Committee



General Motors Company 2014 Short-Term Incentive Goals
Performance Measures		● Earnings Before Interest and Taxes ("EBIT") - Adjusted ● Adjusted Automotive Free Cash Flow ("Adjusted AFCF") ● Global Market Share ● Quality
Payout Range		0%–200% of target



General Motors Company 2014 Long-Term Incentive ("LTI") Goals
Performance Share Units (75% of 2014 LTI)		Performance Measures: ● Return on Invested Capital ("ROIC") ● Global Market Share
		Payout Range: 0%–200% of target
		Performance Period: 2014–2016
RSUs (25% of 2014 LTI)		Ratable vesting over a 3-year period



2013 Fiscal Year Named Executive Officers (1)
Daniel F. Akerson	Chairman & Chief Executive Officer
Daniel Ammann	Executive Vice President & Chief Financial Officer
Stephen J. Girsky	Vice Chairman, Corporate Strategy, Business Development, and Global Product Planning
Mary T. Barra	Executive Vice President, Global Product Development, Purchasing & Supply Chain
Karl-Thomas Neumann	Executive Vice President & President, Europe



Item	Description	~~Description~~		Board Voting Recommendation
1		Election of directors		FOR
2		Ratification of the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for ~~2013~~2014		FOR
3		Advisory vote to approve executive compensation		FOR
4	Advisory vote to approve the frequency of a stockholder advisory vote on executive compensation	ONE YEAR
5	Approval of the General Motors Company 2014 Short-Term Incentive Plan	FOR
6	Approval of the General Motors Company 2014 Long-Term Incentive Plan	FOR
7	Stockholder proposal regarding cumulative voting	AGAINST
8	Stockholder proposal regarding independent board chairman		AGAINST
5		~~Stockholder proposal regarding executive stock retention~~		~~AGAINST~~



~~Names and (Ages)~~	10	~~Positions and Offices~~2014 PROXY STATEMENT
~~Daniel F. Akerson (64)~~		~~Chairman and Chief Executive Officer, General Motors Company~~
~~David Bonderman (70)~~		~~Co-Founding Partner and Managing General Partner, TPG~~
~~Erroll B. Davis, Jr. (68)~~		~~Superintendent, Atlanta Public Schools~~
~~Stephen J. Girsky (50)~~		~~Vice Chairman, Corporate Strategy, Business Development, Global Product Planning and Global Purchasing and Supply Chain, General Motors Company~~
~~E. Neville Isdell (69)~~		~~Retired Chairman and Chief Executive Officer, The Coca-Cola Company~~
~~Robert D. Krebs (70)~~		~~Retired Chairman and Chief Executive Officer, Burlington Northern Santa Fe Corporation~~
~~Kathryn V. Marinello (56)~~		~~Chairman and Chief Executive Officer, Stream Global Services, Inc.~~
~~Admiral Michael G. Mullen,~~ ~~USN (ret.) (66)~~		~~Former Chairman, Joint Chiefs of Staff~~
~~James J. Mulva (66)~~		~~Retired Chairman and Chief Executive Officer, ConocoPhillips~~
~~Patricia F. Russo (60)~~		~~Former Chief Executive Officer, Alcatel-Lucent~~
~~Thomas M. Schoewe (60)~~		~~Former Executive Vice President and Chief Financial Officer, Wal-Mart~~ ~~Stores, Inc.~~
~~Theodore M. Solso (66)~~		~~Former Chairman and Chief Executive Officer, Cummins, Inc.~~
~~Carol M. Stephenson (62)~~		~~Dean, Richard Ivey School of Business, The University of Western Ontario~~
~~Cynthia A. Telles (60)~~		~~Director, UCLA Neuropsychiatric Institute Spanish-Speaking Psychosocial Clinic~~


Director	Audit	Directors and Corporate Governance	Executive Compensation	Finance (1)	Public Policy

David Bonderman			X	X
Erroll B. Davis, Jr.	X				Chair
Stephen J. Girsky				X	X
E. Neville Isdell		X	Chair		X
Robert D. Krebs	X	X		Chair
Philip A. Laskawy (2)				X
Kathryn V. Marinello	X				X
James J. Mulva			X	X	X
Patricia F. Russo		Chair	X	X
Thomas M. Schoewe (3)	Chair			X
Theodore M. Solso	X	X	X
Carol M. Stephenson		X	X
Cynthia A. Telles		X			X
Number of Meetings in 2012	9	6	9	7	5


(1)	~~In August 2012,~~Not standing for re-election to the ~~Finance and Risk Committee was renamed~~Board at the ~~Finance Committee. Please see “Finance Committee” below for further details.~~2014 annual meeting.


(2)	Retiring from the Board effective as of the ~~2013 Annual Meeting,~~2014 annual meeting, pursuant to the Board’s retirement age policy.


(3)	Appointed ~~Chair~~non-executive Chairman of the ~~Audit Committee~~Board on ~~February 13, 2013.~~January 15, 2014.


Director	Fees Earned or Paid in Cash (1) ($)		All Other Compensation (2) ($)		Total ($)

David Bonderman		200,000		11,957		211,957
Erroll B. Davis, Jr.		230,000		13,074		243,074
E. Neville Isdell		210,000		11,957		221,957
Robert D. Krebs		230,000		11,957		241,957
Philip A. Laskawy		230,000		12,912		242,912
Kathryn V. Marinello		220,000		11,957		231,957
James J. Mulva		116,667		60		116,727
Patricia F. Russo		240,000		11,957		251,957
Thomas M. Schoewe		211,667		11,957		223,624
Theodore M. Solso		128,333		6,965		135,298
Carol M. Stephenson		200,000		11,957		211,957
Cynthia A. Telles		200,000		11,957		211,957



Director	Retainer Fees Deferred in Share Units of Common Stock under the Director Compensation Plan ($)
David Bonderman	100,000
Erroll B. Davis, Jr.	100,000
E. Neville Isdell	100,000
Robert D. Krebs	100,000
Philip A. Laskawy	50,000
Kathryn V. Marinello	200,000
Michael G. Mullen	91,667
James J. Mulva	200,000
Patricia F. Russo	100,000
Thomas M. Schoewe	100,000
Theodore M. Solso	200,000
Carol M. Stephenson	200,000
Cynthia A. Telles	100,000


~~Director~~		~~Retainer Fees Deferred in Share~~ ~~Units of Common Stock under the~~ ~~Director Compensation Plan~~ ~~($)~~

~~David Bonderman~~		~~200,000~~
~~Erroll B. Davis, Jr.~~		~~100,000~~
~~E. Neville Isdell~~		~~100,000~~
~~Robert D. Krebs~~		~~100,000~~
~~Philip A. Laskawy~~		~~100,000~~
~~Kathryn V. Marinello~~		~~200,000~~
~~James J. Mulva~~		~~116,667~~
~~Patricia F. Russo~~		~~100,000~~
~~Thomas M. Schoewe~~		~~100,000~~
~~Theodore M. Solso~~		~~116,667~~
~~Carol M. Stephenson~~		~~200,000~~
~~Cynthia A. Telles~~		~~100,000~~


(3)	Mr. Laskawy retired from the Board effective June 6, 2013.


Director	Aggregate Earnings on Deferred Compensation ($)		Perquisites/ Company Vehicles (1) ($)		Other (2) ($)		Total ($)
David Bonderman		—		11,837		120		11,957
Erroll B. Davis, Jr. (3)		1,117		11,837		120		13,074
E. Neville Isdell		—		11,837		120		11,957
Robert D. Krebs		—		11,837		120		11,957
Philip A. Laskawy		—		12,792		120		12,912
Kathryn V. Marinello		—		11,837		120		11,957
James J. Mulva		—		—		60		60
Patricia F. Russo		—		11,837		120		11,957
Thomas M. Schoewe		—		11,837		120		11,957
Theodore M. Solso		—		6,905		60		6,965
Carol M. Stephenson		—		11,837		120		11,957
Cynthia A. Telles		—		11,837		120		11,957


(2)	Reflects cost of premiums for providing personal accident insurance. Taxes related to imputed income are the responsibility of the director.



Director	Shares of Common Stock Beneficially Owned		Deferred Share Units (1)

David Bonderman		800		15,595
Erroll B. Davis, Jr.		800		9,568
E. Neville Isdell		16,300		7,798
Robert D. Krebs		5,000		7,798
Philip A. Laskawy		3,000		7,798
Kathryn V. Marinello		800		15,595
James J. Mulva		—		5,082
Michael G. Mullen		—		—
Patricia F. Russo		800		7,798
Thomas M. Schoewe		7,645		5,058
Theodore M. Solso		5,000		5,082
Carol M. Stephenson		800		15,595
Cynthia A. Telles		800		7,798


(1)	Deferred Share Units —- Represents the unit equivalents of our Common Stock under the Director Compensation Plan described on page 24.



Name	Shares Beneficially Owned (1)		Deferred Salary Stock Units (2)

Daniel F. Akerson		123,395		505,038
Daniel Ammann		23,214		193,686
Stephen J. Girsky		30,442		271,984
Mary T. Barra		25,824		182,137
Timothy E. Lee		500		224,769
All Directors and Executive Officers as a Group (28 persons, including the foregoing)		339,612		2,159,272