X0203 3 2010-06-07 0 0001467858 General Motors Co NO SYMBOL 0001291923 Cyprus Nick 300 RENAISSANCE CENTER M/C: 482-C25-A36 DETROIT MI 48265-3000 1 Vice President None 0 D Salary Stock Units Common Stock 2583 D Salary Stock Units Common Stock 3873 D Salary Stock Units Common Stock 3864 D Salary Stock Units Common Stock 3864 D Salary Stock Units Common Stock 4818 D Under the General Motors Company Salary Stock Plan (the "GMSSP") each Salary Stock Unit ("SSU") is fully vested upon grant and represents a right to receive one share of the Company's common stock on the applicable settlement date; provided, however, that if a settlement date occurs prior to the date that is six months following a consummation of an initial public offering of the Company's common stock, the SSU will be settled by the delivery of cash in an amount equal to the Fair Market Value (as defined in the GMSSP) of the Company's common stock as of the applicable anniversary of the SSU's grant. The GMSSP provides that grants are settled in three equal annual installments beginning on the one year anniversary of the date of the grant. All of the SSUs granted in 2009 are deemed to have been granted, nunc pro tunc, on March 31, 2009, June 30, 2009, September 30, 2009 and December 31, 2009 in four grants of equal amounts, each of which will be settled in three equal annual installments, beginning on the first year anniversary of the deemed issuance date (for example, on March 31, 2010 for the first deemed grant). The SSUs do not have an expiration or exercise date. Units are deemed to have been granted March 31, 2009 and will be settled in three equal annual installments beginning March 31, 2010. The SSUs do not have a conversion or exercise price. Each SSU is the economic equivalent of one share of the Company's common stock. Since there currently is no observable publicly traded price for the Company's common stock, the fair value of the Company's common stock is estimated pursuant to the GMSSP. Units are deemed to have been granted June 30, 2009 and will be settled in three equal annual installments beginning June 30, 2010. Units are deemed to have been granted September 30, 2009 and will be settled in three equal annual installments beginning September 30, 2010. Units are deemed to have been granted December 31, 2009 and will be settled in three equal annual installments beginning December 31, 2010. Units were granted March 31, 2010 and will be settled in three equal annual installments beginning March 31, 2011. /s/ Anne T. Larin, attorney-in-fact for Mr. Cyprus 2010-06-07