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) December 4, 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))
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensation Arrangements of Certain
Officers
(e) On December 4, 2006, the Executive Compensation Committee (the "Executive
Compensation Committee") of the Board of Directors of General Motors Corporation
("GM" or the "Corporation") amended the General Motors Deferred Compensation
Plan for Executive Employees ("the Plan") in connection with the closing of the
sale of a majority interest in GMAC LLC, the successor to General Motors
Acceptance Corporation ("GMAC"), on November 30, 2006. The purpose of the Plan
is to allow eligible U.S. executives the opportunity to defer all or a portion
of their incentive awards or base salary above $1 million. The total number of
Plan participants is 258 active and retired executives of GM and GMAC. Pursuant
to the terms of the Plan, all earnings and interest paid on deferred amounts are
at market rates.
In order to comply with the requirements of Section 409A of the Internal
Revenue Code, the Executive Compensation Committee amended Article 5.02 of the
Plan to read as follows:
"In the event that GM sells a controlling interest in GMAC, all active
GMAC Participant Accounts will be distributed as a lump sum within 60 days
after the closing date of such sale, but in no event before January 1,
2007. The lump sum shall equal the balance in the GMAC Participant's
Accounts determined as of such closing date."
Based on account balances as of November 27, 2006, an aggregate of $2.5
million will be paid out to seven executives of GMAC. The executives will
receive the funds in their respective accounts on January 31, 2007, except for
one executive (who was also an executive officer of GM) who is deemed a
"Specified Employee" as defined by Section 409A of the Plan. As such, his
payment will be delayed six months from the closing date.
On December 4, 2006, the Executive Compensation Committee also approved
the recognition of nine additional years of service credits for purposes of
calculating benefits under the Supplemental Executive Retirement Program for
Robert A. Lutz, Vice Chairman, Global Product Development.
This action, taken in recognition of Mr. Lutz's ongoing contribution to
the Corporation, permits the accumulation of all service rendered to the
Corporation by Mr. Lutz by including a prior period of General Motors employment
by Mr. Lutz from 1963-1972 for the purpose of determining his Supplemental
Executive Retirement benefits. The change in Mr. Lutz's estimated accrued total
retirement benefit, reflected as a present value at December 31, 2006, is
approximately $3.4 million.
ITEM 9.01 Financial Statements and Exhibits
Exhibit Description
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10.1 General Motors Deferred Compensation Plan (as amended)
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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: December 8, 2006 By: /s/ NICK CYPRUS
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(Nick Cyprus, Controller
and Chief Accounting Officer)