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Exhibit 10.1
 GENERAL MOTORS 2002 STOCK INCENTIVE PLAN
As Amended March 20, 2007
 2
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The
Wall Street Journal The Wall Street Journal
  Vesting and Exercise
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Term of the Option
 Conditions Precedent
 Termination of Employment
 (i)
    
    If an employee is terminated for cause or quits employment without the prior
written consent of the Corporation, all options (both vested and unvested) shall be
forfeited and terminate on the date of termination of employment or, if earlier, the
date cause exists.(ii)
    
    (A) This sub-paragraph (ii)(A) shall apply to options granted prior to
February 5, 2007. If an employee retires from the Corporation at age 62 or older with
ten or more years of credited service, subject to the other terms and conditions of
the Plan, all vested options granted prior to February 5, 2007 will remain exercisable
for the full remaining term.(B) This sub-paragraph (ii)(B) shall apply to options granted on or after February
5, 2007. If an employee retires from the Corporation at age 55 or older with ten
or more years of credited service, subject to the other terms and conditions of the
Plan, all options granted on or after February 5, 2007 will vest immediately and
will remain exercisable until the expiration date of such option, including options
granted within the prior 12 months, provided that such employee shall have remained
employed until December 31 of the year of grant.(iii)
    
    If employment is terminated by reason of death, all options shall
immediately vest and remain exercisable until the third anniversary of the date of
death or, if earlier, the expiration date of such option.
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(iv)
    
    If an employee becomes disabled, unvested options will continue to vest while
the employee remains on the disability leave and, subject to the other terms and
conditions of the Plan, vested options will remain exercisable for the full remaining
term.(v)
    
    If employment terminates for any reason other than as set forth above
(including, for the avoidance of doubt, retirement not meeting the conditions set
forth in paragraph 5(d)(ii) or the voluntary termination of the employee with the
specific written agreement of the Corporation that options do not terminate on or
prior to the termination of employment), subject to the other terms and conditions of
the Plan, all vested options will remain exercisable until the third anniversary of
the date of termination of employment or, if earlier, the expiration date of such
option.(vi)
    
    If employment terminates for any reason (other than death) prior to the first
anniversary of the date an option is granted, except as provided in paragraph
5(d)(ii)(B) the option shall be forfeited and terminate on the date of termination of
employment.
 Forfeiture of Gains on Exercise The Wall Street Journal The Wall Street Journal
 Leave of Absence
 Payment of Exercise Price; Withholding Taxes The Wall Street Journal The Wall Street Journal
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Dividends
 Transferability
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