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Employment Agreement - General Motors Corp. and John M. Devine

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                                December 5, 2000



Mr. John M. Devine
2020 W. Valley
Bloomfield Hills, MI  48304

Dear John:

This is to document the make-whole  package you will receive from General Motors
Corporation  (GM) if you accept our offer of employment for the position of Vice
Chairman and Chief Financial Officer of GM.

On or before  December 31, 2000, you will receive a sign-on payment based on the
December 13, 2000 value of your former  employer's  stock, to compensate for the
loss of your unvested stock option grant, 1998-2000 LTIP grant, restricted stock
units, and applicable  dividend  equivalent  payments  provided by your previous
employer.  We will  also make you whole on the loss of  certain  other  benefits
provided by your previous employer which we have previously identified.

To compensate you for the loss of your deferred  compensation  account from your
previous  employer,  you will  receive a fully  vested  credit to GM's  deferred
compensation  program,  equal to the balance of such  account  shown on the most
recent account statement received from your previous employer.

To compensate you for the loss of your  non-qualified  pension benefit from your
prior employer,  during your employment with GM and thereafter,  you (and in the
event of your death,  your  surviving  spouse)  will be entitled to receive such
non-qualified  pension  benefits,  less  any  pension  benefits  paid  from  any
non-qualified  plan of your previous employer.  Unless deferred,  these payments
will be made monthly.

You will be granted options under GM's Stock Incentive Plan to purchase  300,000
shares of the GM's $1-2/3 par value common stock.  The exercise  price for these
options  will be the  average  of the high and low  trading  price of $1-2/3 par
value common stock on December  13, 2000.  These  options will vest 20% per year
beginning on the first anniversary of the grant date.

As  we  discussed,   our  obligation  to  pay  the  deferred   compensation  and
non-qualified  pension benefits described above and your rights under the option
grant described above, will terminate in their entirety in the event you violate
any  confidentiality or non-competition  commitments to, or act at any time in a
manner inimical to the best interests of, General Motors.

Lastly,  any of the items  specified  herein  shall be reduced to the extent you
receive a similar payment from your previous employer.

Again,  I am very pleased  about the prospect of you joining the General  Motors
executive team. If you have any questions on this make-whole package,  please do
not hesitate to call me or Greg Lau on 313/665-3021.

                              Sincerely,


                              /s/  Rick Wagoner


                              G. R. Wagoner, Jr.

Attachment

                                      IV-6





                                December 5, 2000



Mr. John M. Devine
2020 W. Valley
Bloomfield Hills, MI  48304

Dear John:

I am extremely  pleased to confirm our offer of  employment  to you,  which will
remain open until 5:00 p.m. eastern time on December 13, 2000. If you accept our
offer, your employment with General Motors Corporation will commence on December
13, 2000 and you will assume the positions of Vice Chairman and Chief  Financial
Officer of the  Company  effective  January 1, 2001.  You will be located at our
headquarters office in Detroit, Michigan and report to me as the Chief Executive
Officer of the Company.  Please  indicate  your  acceptance by signing below and
returning the original to me.

Your starting base salary will be the same as that of the Company's current Vice
Chairman  as of the date of this  letter.  Your  base  salary  will be  reviewed
periodically by the Executive  Compensation  Committee of the Board of Directors
(the  "Executive  Compensation  Committee")  and,  based on that review,  may be
adjusted.  Your annual cash bonus will be dependent upon  corporate  performance
relative to the  performance  matrices  approved by the  Executive  Compensation
Committee,  but in no case will your bonus be less than  $1,500,000 for 2001 and
$1,000,000 for 2002. You will be eligible to defer salary and/or bonus payments,
to the extent permitted under the Company's deferred compensation program.

You will be eligible to participate in the Company's Stock Incentive Plan, Stock
Performance  Program and Net Margin Grant Program.  Your stock option target for
2001 will be commensurate with the Vice Chairman position, with one-third of the
grant  vesting on each of the three  annual  anniversaries  following  the grant
date. Your target  share-value under the Stock  Performance  Program (the "SPP")
for the  1999-2001  cycle and for the  2000-2002  and  2001-2003  cycles will be
commensurate with those of the Vice Chairman position.  Awards under the SPP are
delivered  in shares at the end of a  three-year  period.  Under the Net  Margin
Program,  you will receive a one-time stock grant of 19,228 shares of $1-2/3 par
value  common  stock if the  Company  meets its net margin goal (based on a four
quarter rolling  average)  within the  performance  period of October 1, 2000 to
December 31, 2003.

You will also receive a special grant of approximately  200,000 restricted stock
units,  based on the  average  of the high and low  trading  price of $1-2/3 par
value common stock on December 13, 2000.  Provided you meet certain  performance
goals, as established by the Executive Compensation Committee after consultation
with you, these  restricted  stock units will vest 10% on each of the first five
anniversaries  of your  date of hire,  with the  balance  vesting  and  becoming
payable to you 18 months  after your  retirement  date,  if you retire after the
fifth  anniversary  of your  date of hire.  Each  quarter,  you will  receive  a
dividend  equivalent  payment  in cash  based  on the  number  of your  unvested
restricted stock units.

You will be granted a special stock option grant with respect to 200,000  shares
under the Company's Stock Incentive Plan on December 13, 2000. This option grant
will vest 20% per year beginning on the first anniversary of the grant date, and
the  exercise  price will be the  average of the high and low  trading  price of
$1-2/3 par value common stock on December 13, 2000.





                                      IV-7
Mr. John M. Devine
Page Two
December 5, 2000



You will participate in the Supplemental  Executive Retirement Program ("SERP"),
and, after you have  completed  five years of service,  you will be eligible for
benefits beginning at the later of age 61, or when you retire.  Pension benefits
are related to the number of years you work for General Motors and the higher of
the regular SERP formula  (based on final  average base salary) or the alternate
SERP formula (based on final average base salary plus bonus).

Prior to December 13, 2005,  in the event your  employment  is terminated by the
Company for reasons other than your willful misconduct,  fraud, or conviction of
a felony,  you will be provided an amount of  severance  pay equal to two years'
(or,  if less than two  years,  the time  period  from the  termination  of your
employment to December 13, 2005, rounded to the nearest whole month) base salary
and target bonus. In addition, for a period of two years (or, until December 13,
2005,  if less than two years),  you will  continue to vest in the stock  option
grant  described in the  make-whole  letter from me to you of even date herewith
and any annual option awards granted to you, pursuant to the vesting schedule of
those awards;  and for the period  through  December 13, 2004,  will continue to
vest in the special  restricted stock unit grant described above. This continued
vesting does not apply to the special stock option grant or to any period beyond
December  13,  2004,  with  respect to the special  restricted  stock unit grant
described above. Any options vested at the time of your termination, or in which
you  become  vested  during  the two years  (or  until  December  13,  2005,  if
applicable)  following  your  termination,  shall  remain  exercisable  for  the
remainder  of their  original  ten-year  term.  In  addition,  in the event your
employment terminates as described in this paragraph,  the Company will continue
to pay the premium on the endorsement  split-dollar  life insurance  provided by
the Company,  to the extent  necessary so that the coverage  provided under that
policy plus coverage from any policy  maintained by your previous  employer,  is
equal to the coverage  under the policy  provided by your prior  employer.  Your
benefits under any other awards, plans or programs shall be determined as of the
date of termination of employment.

All severance benefits will be provided  contingent upon you agreeing to execute
a release of claims  acceptable to the Company,  your continued  compliance with
your confidentiality and non-competition covenants with the Company and your not
acting at any time in a manner inimical to the best interests of the Company. In
the event you  execute a release  of  claims  pursuant  to this  paragraph,  the
Company  will  provide you with a release of claims as to all facts known by the
Company  at the time the  release is given,  except to the  extent  the  Company
reserves its rights as to specific  facts  identified at the time the release is
given.  Your  entitlement to the severance  benefits will not be affected solely
because the Company reserves its rights with respect to any such facts.

You  will  be  entitled  to the  Company's  standard  package  of  benefits  and
perquisites  available to executives at your level. Your  participation in these
plans, as well as any other  compensation or benefits plans  referenced above or
in the  make-whole  letter  from  me to you  of  even  date  herewith,  will  be
controlled by the terms of those plans.  You will be offered a change in control
agreement  in the  event  the  Company  extends  change in  control  or  similar
agreements to its senior executive officers.







                                      IV-8
Mr. John M. Devine
Page Three
December 5, 2000



As a  condition  of your  acceptance  of our  offer of  employment,  you will be
required to execute the attached Compensation Statement.  Also, please note that
executives at your level are expected under the Company's ownership  guidelines,
to achieve  (within five years of hire) a level of ownership equal to five times
base salary.

John, I am excited  about the prospect of your joining our team,  and  confident
that together we will  succeed.  Please feel free to call with any questions you
may have.

                              Sincerely,


                              /s/  Rick Wagoner


                              G. R. Wagoner, Jr.


AGREED AND ACCEPTED BY:



/s/  John M. Devine
------------------------------------
John M. Devine



12/12/00
------------------------------------
Date


















                                      IV-9

                             COMPENSATION STATEMENT


Commencing:  December 13, 2000


I agree I am  classified  as an exempt  employee  for purposes of the Fair Labor
Standards Act, and the salary provided to me pursuant to the letter agreement of
even date herewith  will be my total salary during each monthly  period in which
GM continues it in effect for all hours worked, including overtime.

I acknowledge  that I will become aware of trade  secrets or other  confidential
and/or proprietary information concerning GM, the disclosure of which will cause
irreparable  harm to the  Corporation.  I agree that I will not  disclose to any
person  or  entity  any  such  trade  secret,  confidential  and/or  proprietary
information  and, upon  termination of my employment with GM, I shall return all
documents  or  other  materials  containing  such  information  to  GM.  I  also
acknowledge that I will not disclose to GM or its employees any trade secrets or
other confidential and/or proprietary  information of any prior employer without
the specific written  authorization of the prior employer. I represent that I am
not subject to any agreements that would preclude my employment with GM.

For a period of one year immediately following my termination of employment with
GM or any of its  subsidiaries  for any  reason,  I will not,  without the prior
written  consent of the GM Chief  Executive  Officer,  engage in or perform  any
services  of a  similar  nature  to  those  I  performed  at GM  for  any  other
corporation  or  business  engaged  in  the  design,  manufacture,  development,
promotion,  sale, or financing of  automobiles  or trucks within North  America,
Latin America,  Asia,  Australia,  or Europe in competition  with GM, any of its
subsidiaries  or  affiliates,  or any joint  ventures  to which GM or any of its
subsidiaries  or affiliates is a party. If the terms of this paragraph are found
by a court  to be  unenforceable  due to the  duration,  products  or  territory
covered,  such court shall be  authorized  to interpret  these terms in a manner
that makes the paragraph enforceable within that particular jurisdiction.

This Statement reaffirms that my employment is from month-to-month on a calendar
month basis and I acknowledge  that except as provided in the letter  agreements
of even date  herewith,  GM retains the right in its  discretion  to increase or
decrease  my  compensation.  The  parties  agree  Michigan  law  applies to this
Compensation Statement even if I am employed outside the state.

I agree that my job  responsibilities  with GM and a  significant  portion of my
compensation  as more  fully  described  in the letter  agreements  of even date
herewith are consideration for the  confidentiality  and non-compete  agreements
noted above.

No  modification or amendment of this  Compensation  Statement will be effective
unless it is in writing and signed by both parties.


/s/ John M. Devine                        /s/ G. Richard Wagoner, Jr
------------------------------------      -------------------------------------
Employee                                  General Motors Corporation


12/12/00                                  12/5/00
------------------------------            --------------------------------
Date                                      Date






                                      IV-10