exv10wxjy



 





Name: F.A. Henderson

Exhibit 10(j)




COMPENSATION STATEMENT




	 	 	 
	Commencing: January 1, 2006

	 	Salary: $129,166.66 per month






I agree the salary cited will be my total salary during each monthly period in which GM continues
it in effect for all hours worked, including overtime.



I acknowledge I am aware of trade secrets or other confidential and/or proprietary information
concerning GM; the disclosure of which will cause irreparable harm to the Corporation. I agree
that I will not disclose to any person or entity any such trade secret, confidential and/or
proprietary information and, upon termination of my employment with GM, I shall return all
documents or other materials containing such information to GM.



For a period of two years immediately following my voluntary termination of employment with GM or
any of its subsidiaries, I will not, without the prior written consent of the GM Chief Executive
Officer, engage in or perform any services of a similar nature to those I performed at GM for any
other corporation or business engaged in the design, manufacture, development, promotion, sale, or
financing of automobiles or trucks within North America, Latin America, Asia, Australia, or Europe
in competition with GM, any of its subsidiaries or affiliates, or any joint ventures to which GM or
any of its subsidiaries or affiliates is a party. If the terms of this paragraph are found by a
court to be unenforceable due to the duration, products or territory covered, such court shall be
authorized to interpret these terms in a manner that makes the paragraph enforceable within that
particular jurisdiction.



This Statement reaffirms that my employment is from month-to-month on a calendar month basis and I
acknowledge GM retains the right in its discretion to increase or decrease my monthly compensation.
The parties agree Michigan law applies to this Compensation Statement even if I am employed outside
the state.



I agree that my job responsibilities with GM and a significant portion of my compensation are
consideration for the confidentiality and non-compete agreements noted above. I acknowledge that
my breach of the confidentiality or non-competition provisions of this agreement will cause
irreparable harm to GM because of the weakened ability of GM to fairly compete and the inherent
difficulty in quantifying the damage caused to GM from such breach. Such irreparable harm can and
should be remedied by an injunction against me without any bond being required because any other
potential remedy will not be as prompt, certain and full as is necessary to prevent such harm. I
acknowledge that my breach of this non-compete agreement will cause GM a greater degree of harm
than could be caused to me by living up to the terms because I am being compensated by GM at such a
level so as to be able to sustain myself for the non-competition period and am also able to work in
fields of business which are not competitive with GM, its affiliates or joint ventures. I further
acknowledge that the non-competition provisions are reasonable in duration, geographical area and
line of business.



By signing this compensation statement, I also acknowledge my responsibility to adhere to and
believe I am in compliance with General Motors Corporation guidelines with respect to employee
conduct as contained in the “Winning With Integrity — Our Values and Guidelines for Employee
Conduct” materials.



I acknowledge that, with the exception of the Agreement between General Motors Corporation and
Frederick A. Henderson (RSU grant of June 6, 2000 and RSU grant of June 6, 2005), there are no
other oral or written understandings or agreements in effect regarding my salary, nature or
duration of employment, or the other matters set forth in this Compensation Statement.



No modification or amendment of this Compensation Statement will be effective unless it is in
writing and signed by both parties.



	 	 	 	 	 
	/s/ Frederick A. Henderson
 

Employee

	 	/s/ G. Richard Wagoner, Jr.
 

General Motors Corporation
	 	  
	 
	 	 	 	 
	December 19, 2005
 

Date

	 	December 19, 2005
 

Date