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Form of Special Cash-based Rsu Grant For March 2007 Award

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Sectors: Automotive and Transport Equipment
Effective Date: January 01, 2007
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Exhibit 10(X) [Form of] Special Cash-based RSU Grant for March 2007 Award In recognition of your contributions to GM' s 2006 performance and your continued leadership in GM' s turnaround, the Executive Compensation Committee has approved a special one-time Cash-based RSU granted on [ ]. This grant will vest ratably over the next [ ] years. Denomination of Cash-based RSU Grant / Dividend Equivalents The Cash-based RSU grant is denominated in shares of GM $1-2/3 par value Common stock and payable in cash at each vesting date. The number of units approved by the ECC for you is [ ]. Quarterly dividend equivalents will be paid if declared in cash, beginning with the first payment in [ ]. Vesting and Payment Provided all terms and conditions are met, the grant will vest ratably over the next [ ] years and will be paid in cash on the following schedule: [ ] of the grant will be valued and paid on (or within 90 days following) each of the following dates: [ ] and will be included in your payroll check.The vesting and payment of the Cash-based RSU grant is subject to the Conditions Precedent as stipulated in the GM 2006 Cash-based Restricted Stock Unit Plan.The treatment of the unvested special Cash-based RSUs upon termination of employment is summarized below: Eve
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