Form of General Motors Company Restricted Stock Unit Grant Agreement, as amended



 Exhibit 10.31 
 Template 3 
 December 31, 2010 

General Motors Company March 15, 2010 Restricted Stock Unit Grant 

As Amended December 31, 2010 
 Private and GM Confidential 
 [insert name of Participant] 

[insert location (e.g., GM do Brasil) of Participant] 
 Dear [insert name] 
 This letter amends the terms of your Award of Restricted Stock Units
granted March 15, 2010 under the General Motors Company (GM) 2009 Long-Term Incentive Plan, as amended December 22, 2010 (the Plan). 
 A copy of the Plan can be found on Execunet in MySocrates. Capitalized terms used in this Award Agreement have the meaning given in the Plan unless noted otherwise. In the event of any conflict between
this Award Agreement and the Plan, the terms of this Award Agreement shall prevail. 
 The full terms of your amended Award are set out in this
Award Agreement and the Plan. 
 Details of the Award 
  

			
	 Feature
	  	 Description

		
	Issuer	  	 General Motors Company, a Delaware corporation

		
	Original Number of RSUs Granted to You	  	[insert number] Restricted Stock Units (RSUs) under the General Motors Company 2009 Long-Term Incentive Plan as amended March 1, 2010.
		
	Original Grant Date	  	March 15, 2010
		
	Amendment:	  	Effective December 31, 2010, the above Award has been amended by the Executive Compensation Committee of the General Motors Board of Directors to a Stock Award comprised of fully
vested Restricted Stock
		
	Restricted Stock Shares	  	[insert number] Restricted Stock Shares granted under the General Motors Company 2009 Long-Term Incentive Plan as amended December 22, 2010.
		
	Payment	  	No amount is payable by you for the issuance of this Stock Award or in connection with the settlement of any Stock Award.
		
	Nonforfeitability	  	This grant is not subject to forfeiture.









			
	Performance Condition	  	Not applicable
		
	Settlement Conditions and Settlement Date(s):	  	 Shares of GM Common Stock will be transferred to your Solium account effective December 31, 2010 and will be restricted from sale or
transfer until the Settlement Date(s) below. This Stock Award is non-forfeitable during the restriction period.
  
 The restriction from sale and transfer will lapse on the following Settlement Date(s):
  

100% of the Stock Award will become unrestricted March 15, 2013

		
	Form of Payment	  	Shares of GM Common Stock credited to your account at Solium on the Grant Date will become unrestricted on the Settlement Date(s) above.
		
	Termination of Employment	  	Undelivered RSUs will be settled on the scheduled settlement date
		
	Important Information about TARP	  	The Corporation is subject to the requirements of the American Recovery and Reinvestment Act of 2009, and regulations issued by the U.S. Department of the Treasury thereunder. These
requirements are known as “TARP” and are interpreted by the Office of the Special Master for TARP Executive Compensation. This Award may become subject to special requirements under TARP. If necessary, we have the right to change this
Award, or interpret its provisions, so as to make it comply with TARP and rulings by the Special Master thereunder. In general, TARP applies to Awards granted to or held by the 100 most highly compensated employees of the Corporation and its
Subsidiaries, and more stringent requirements apply to Awards granted to or held by the 25 most highly compensated employees. The determinations of these groups are made annually. If your Award is or becomes subject to TARP or to any rulings of the
Special Master, you will be informed.
		
	Certain Defined Terms	  	Certain terms used in this Award Agreement are defined in the Plan document. Some of these definitions are summarized below.


Additional Terms 
 The following
additional terms apply to the Award to you, your participation in the Plan and the grant of RSUs (and any Shares) or Stock Awards to you. By accepting the Grant you irrevocably agree and acknowledge in favor of GM that: 

 

	1.	to enable GM to issue you RSUs (and any Shares), and administer the Plan and any Award, you consent to the exchange and disclosure of your personal information,
including transmission of that information from your country of employment, residence or citizenship, to other countries; 

  

	2.	the Plan is established voluntarily by GM, it is discretionary in nature and it may be modified, suspended or terminated by GM at any time, as provided in the Plan;



  
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	3.	the Award and your participation in the Plan is not offered in lieu of, or in substitution for, any payment of remuneration, severance payments, leave entitlements, or
any other compensation payable to you; 

  

	4.	participation in the Plan is voluntary and occasional and does not create any contractual or other right to future participation in the Plan, Awards or benefits in lieu
of participation in the Plan, even if Awards are offered repeatedly; 

  

	5.	Awards under, and your participation in, the Plan do not form part of your remuneration for the purposes of determining payments in lieu of notice of termination of
your employment of office, severance payments, leave entitlements, or any other compensation payable to you. No Award, payment, or other right or benefit, under the Plan will be taken into account in determining any benefits under any pension,
retirement, savings, profit-sharing, group insurance, welfare or benefit plan of GM or any of its Subsidiaries; 

  

	6.	GM, any of its Subsidiaries, their respective affiliates, officers and employees make no representation concerning the financial benefit or taxation consequences of any
Award or participation in the Plan. You are strongly advised to seek your own professional legal and taxation advice concerning the impact of the Plan and your Award; 


 

	7.	the future value of the underlying Shares is unknown and cannot be predicted with certainty and the Shares may increase or decrease in value; 


 

	8.	you will have no entitlement to compensation or damages as a result of any loss or diminution in value of Shares, RSUs or any other rights acquired pursuant to the
Plan, including, without limitation, as a result of the termination of your employment by GM or any of its Subsidiaries for any reason whatsoever and whether or not in breach of contract; 


 

	9.	you have read this Award Agreement and the Plan carefully and understand their terms. 

 Acceptance Offer 
 To accept this offer you will need to follow the link below and indicate
your acceptance of all the terms outlined in this Agreement and the Plan not later than January 31, 2011. In the United States, this Award will be taxable income for 2010 regardless of the timing of your acceptance. If you do not accept the
grant by that time, this offer will lapse and be incapable of acceptance (unless otherwise agreed to by GM). 
 Method of
Acknowledgement. 
 If you have any questions concerning this offer or the Plan you should refer to Execunet or Global Compensation (Chris
Tipton +1-313-665-3012). 
  

	
	Yours sincerely,


  
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