**Exhibit 10.b** **[Form of]    Performance Contingent Stock Option Award**     The Executive Compensation Committee approved on [  ]    a performance contingent stock option award which was granted on    [  ]. The award approved by the ECC for you is    [  ] performance contingent stock options. **Terms    and Vesting**     This award has a [  ] term and a minimum    [  ] service vesting followed by a [  ]    performance period. The single performance trigger to vest all    options must be a stock price equal to or greater than    [  ], to be based on the average of the high and low    stock price for the day, for any 10 days within a    30 day trading period [  ]      •      During the [  ] year which ends on [  ],    there is no opportunity to vest the grant regardless of    GM’s stock price      •      Between years [  ], once the performance requirement    is met, options are exercisable through [  ]     – After exercise, net shares must be held for    [  ] years while an active employee; any shares may be    sold in retirement     – If the performance trigger is not met by    [  ] anniversary, the award will expire     As with any other incentive award, vesting and exercise of the    performance contingent stock option is subject to the Conditions    Precedent as stipulated in the GM 2007 Long-Term Incentive Plan.     The treatment of unexercised performance contingent stock    options upon termination of employment is summarized below:    **Event** **Treatment of Unexercised Performance Contingent Stock    Options**        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     Any then unexercised options are forfeited in their entirety    without regard to whether stock price performance trigger has    been satisfied.       Retirement, Permanent Disability and Death     Must be an active employee on [  ]. Beginning    [  ], grant will continue to remain outstanding and    will become or remain exercisable if the performance requirement    is or has been satisfied and will remain exercisable for the    remaining term, as described above.       Mutually satisfactory release or involuntary termination    (without cause)     Options that have not theretofore become exercisable will be    forfeited. If exercisable at the time of separation, options    will remain exercisable for the lesser of [  ] years    or the remaining option term. **SEC    Reporting Requirements**     As with other stock options this award was 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 Long-Term 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.

 
**Clawback    Provision**     If you terminate employment within [  ] after the date    of exercise of the performance contingent stock options, and    become employed by a competitor of the Corporation, you will pay    to the Corporation an amount equal to any pre-tax gain from the    exercise. This amount is due within 30 days following the    start of employment with the competitor.     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 Long-Term 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).