General Motors 2011 Annual Report Download - page 178

GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Old GM
Period January 1, 2009 through July 9, 2009
Diluted earnings per share included the potential effect of the assumed exercise of certain stock options. Old GM excluded
208 million stock options and warrants in the computation of diluted earnings per share because the exercise price was greater than
the average market price of the common shares. No shares potentially issuable to satisfy the in-the-money amount of Old GM’s
convertible debentures were included in the computation of diluted earnings per share as the conversion options in various series of
convertible debentures were not in the money.
Note 27. Stock Incentive Plans
Consolidated
GM
Our stock incentive plans consist of the 2009 Long-Term Incentive Plan as amended December 22, 2010 (2009 GMLTIP) and the
Salary Stock Plan as amended October 5, 2010 (GMSSP). Both plans are administered by the Executive Compensation Committee of
our Board of Directors. The aggregate number of shares with respect to which awards may be granted under these amended plans
shall not exceed 75 million.
Long-Term Incentive Plan
We granted 5 million and 15 million RSUs valued at the grant date fair value of our common stock in the years ended
December 31, 2011 and 2010 and no RSUs in the period July 10, 2009 through December 31, 2009. These awards granted either cliff
vest or ratably vest generally over a three-year service period, as defined in the terms of each award. We have elected to record
compensation cost for these awards on a straight-line basis over the entire vesting period. Our policy is to issue new shares upon
settlement of RSUs.
The 2011 awards granted to the Top 25 highest compensated employees will settle three years from the grant date in 25%
increments in conjunction with each 25% of our Troubled Asset Relief Program (TARP) obligations that are repaid. The awards for
the Next 75 highest compensated employees will settle either: (1) three years from the date of grant; or (2) on the first and third
anniversary dates of grant. The awards to the non-Top 100 highest compensated employees will settle on the first, second and third
anniversary dates of grant. Vesting and subsequent settlement will generally occur based upon employment at the end of each
specified service period.
The 2010 awards granted to the Top 25 highest compensated employees will settle three years from the grant date in 25%
increments in conjunction with each 25% of our TARP obligations that are repaid. The awards for the non-top 25 highest
compensated employees will settle after three years in 25% increments in conjunction with each 25% of the U.S. and Canadian
government loans that are repaid. The U.S. and Canadian government loans were fully repaid in April 2010, thus these awards will be
settled upon completion of the remaining three year service period.
Retirement eligible participants that are non-Top 25 highest compensated employees who retire during the service period will retain
and vest in a pro-rata portion of RSUs earned. The vested award will be payable on the settlement date. Compensation cost for these
employees is recognized on a straight-line basis over the requisite service period.
Salary Stock
In November 2009 we initiated a salary stock program whereby a portion of each participant’s total annual compensation was
accrued and converted to RSUs at each salary payment date. In the years ended December 31, 2011 and 2010 a portion of each
176 General Motors Company 2011 Annual Report