UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 6, 2006
GENERAL MOTORS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
STATE OF DELAWARE 1-143 38-0572515
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(State or other jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
300 Renaissance Center, Detroit, Michigan 48265-3000
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (313) 556-5000
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
{ } Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
{ } Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17-CFR
240.14a-12)
{ } Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
{ } Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
Item 9.01 Financial Statements and Exhibits
Signature
Exhibit Index
Exhibit 99.1 Amended General Motors Corporation 2006 Cash-Based Restricted
Stock Unit Plan
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 6, 2006 the Executive Compensation Committee of the Board of Directors
of General Motors Corporation ("GM") approved an amendment to the Cash-Based
Restricted Stock Unit Plan ("the Plan"). As amended, the Plan includes the
following material terms and provisions:
o Restricted Stock Unit awards may be granted to all of the Corporation's
approximately 2,600 executives, including named executive officers.
o Restricted Stock Unit (RSU) awards under the Plan are long-term incentive
awards denominated in units, each representing the value of a share of the
common stock of GM, $1-2/3 par value ("the Common Stock"). RSU awards
under the Plan will be paid exclusively in cash.
o Except for awards vesting pursuant to an involuntary separation following
a change-in-control, or vesting in the case of death of the participant,
RSUs will vest and be paid in equal installments on each of the first
three anniversary dates following the grant date, unless otherwise
determined by the Executive Compensation Committee, and will be delivered
in cash. Upon vesting, the cash value will be calculated equal to the
number of units vested multiplied by the stock price at the time of
payment.
o When dividends are paid on the Common Stock, dividend equivalents will be
paid on all unvested RSUs equal to the number of unvested units multiplied
by the dividend amount per share.
The foregoing description is a summary only of the material terms of the plan
and should be read in conjunction with terms of the plan which is attached
hereto as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Description Method of Filing
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99.1 Amended General Motors Corporation 2006
Cash-Based Restricted Stock Unit Plan Filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GENERAL MOTORS CORPORATION
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(Registrant)
Date: June 9, 2006 By: /s/PAUL W. SCHMIDT
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(Paul W. Schmidt, Controller)