exv10wxjy



 







Exhibit 10(j)





Robert A. Lutz



COMPENSATION STATEMENT




	 	 	 
	Commencing: January 1, 2003
	 	Salary: $129,166.66 Per Month






I agree I am classified as an exempt employee for purposes of the Fair Labor Standards Act, and the
salary provided to me pursuant to the letter agreement of even date herewith will be my total
salary during each monthly period in which GM continues it in effect for all hours worked,
including overtime.



I acknowledge that I will become 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. I also acknowledge that I will not
disclose to GM or its employees any trade secrets or other confidential and/or proprietary
information of any prior employer without the specific written authorization of the prior employer.
I represent that I am not subject to any agreements that would preclude my employment with GM.



For a period of one year immediately following my termination of employment with GM or any of its
subsidiaries for any reason, 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 that except as provided in the letter agreements of even date herewith, GM retains the
right in its discretion to increase or decrease my 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 as more
fully described in the letter agreements of even date herewith are consideration for the
confidentiality and non-compete agreements noted above.



I acknowledge that, with the exception of the Agreements between General Motors Corporation and
Robert A. Lutz (dated September 1, 2001, and December 20, 2002), 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.



	 	 	 
	 
	 	 
	 
	 	 
	 

	 	 
	Employee

	 	General Motors Corporation
	 
	 	 
	 
	 	 
	 

	 	 
	Date

	 	Date