**Exhibit 10.a** **[Form of]    RSU Grant**     The Executive Compensation Committee approved on [  ]    a stock-settled RSU award which was granted on [  ]. **Denomination    of RSU Grant/Dividend Equivalents**     The RSU grant is denominated in shares of GM $    12/3    par value Common stock. The number of shares approved by the ECC    for you is [  ]. Quarterly dividend equivalents will    be paid in cash, if declared, beginning in [  ]. **Vesting    and Payment**     Provided all terms and conditions are met, the grant will vest,    i.e. become nonforfeitable, ratably beginning on the    [  ] anniversary of the date of the grant and will be    delivered in the form of shares of GM stock on the following    schedule: [  ] of the grant will vest and be delivered    on (or within 90 days following) each of the following    dates: [  ].     Upon receipt of the shares, you will be obligated to satisfy    applicable withholding tax requirements by delivering the    required amount to GM in cash, or directing that shares    otherwise to be delivered to you having a value equal to the    required amount be withheld by GM.     As with any other incentive award, vesting and payment of the    RSU grant is subject to the Conditions Precedent as stipulated    in the GM 2007 Long-Term Incentive Plan.     The treatment of unvested RSU grants upon termination of    employment is summarized below:    **Event** **Treatment of Unvested RSU Grant**        Voluntary employment termination (quit), involuntary termination    (for cause), unpaid personal leave (other than short-term    disability or Family Medical Leave Act [FMLA]), violation of    Conditions Precedent     Award is forfeited in its entirety       Permanent Disability or Death     Remaining unvested shares would be prorated and delivered to    employee/beneficiary in shares of stock within 90 days       Retirement, mutually satisfactory release or involuntary    termination (without cause)     If executive leaves before [  ], the grant is    forfeited in its entirety. Beginning [  ] ,    undelivered RSUs will be prorated for time worked and delivered    in shares of stock within 90 days of the next scheduled vesting    date     If the Committee determines you are a “specified    employee” who meets the definition set forth in    Section 409A of the Internal Revenue Code, you will not be    entitled to be delivered any vested RSUs payable on account of a    separation from service until the expiration of six months from    the date of separation (or, if earlier, death).     Notwithstanding the payment schedule described above, the GM    2007 Long-Term Incentive Plan permits us to accelerate or delay    payment to you if required to avoid penalties under    Section 409A of the Code. **SEC    Reporting Requirements**     Since these RSUs are time-based, they were reported immediately    on a Form 4 and will be included in the 2009 proxy tables. **Award    Subject to the Plan**     This Award is issued under and subject to the provisions of the    GM 2007 Stock Incentive Plan, as amended. Where the provisions    of this Award expressly deviate from the terms of the Plan, the    provisions of this Award shall be controlling.

 
    Please indicate your receipt of this term sheet by signing below    and returning this to me.              Name     Date **Conditions Precedent:** Vesting and delivery of any    incentive plan awards    and/or    grants are subject to all of the GM 2007 Stock Incentive Plan    terms, including the satisfaction of the following conditions    precedent:      •      Continued service as an employee with General Motors (unless    waived by the Executive Compensation Committee [ECC] of the    General Motors Board of Directors)      •      Refrain from engaging in any activity which in the opinion of    the ECC is competitive with any activity of General Motors    Corporation or any subsidiary, and from acting in any way    inimical or contrary to the best interests of General Motors    Corporation (either prior to or after termination of employment)      •      Furnish as shall be reasonably requested information with    respect to the satisfaction of conditions precedent (except    following a Change in Control).