GM Stock Incentive Awards We grant to certain employees RSUs, Restricted Stock Awards (RSAs), PSUs and stock options (collectively, stock incentive awards) under our 2016 Equity Incentive Plan and 2020 LTIP and prior to the 2020 LTIP, under our 2017 and 2014 LTIP. The 2020 LTIP was approved by stockholders in June 2020. Any new awards granted after the approval of the 2020 LTIP in June 2020 will be issued under the 2020 LTIP. To the extent any shares remain available for issuance under the 2017 LTIP, the 2016 Equity Incentive Plan, and/or the 2014 LTIP, such shares will only be used to settle outstanding awards that were previously granted under such plans prior to June 2020. Shares awarded under the plans are subject to forfeiture if the participant leaves the company for reasons other than those permitted under the plans such as retirement, death or disability.

RSU awards granted either cliff vest or ratably vest generally over a three-year service period, as defined in the terms of each award. PSU awards vest at the end of a three-year performance period, based on performance criteria determined by the Executive Compensation Committee of the Board of Directors at the time of award. The number of shares earned may equal, exceed or be less than the targeted number of shares depending on whether the performance criteria are met, surpassed or not met. Stock options expire 10 years from the grant date. Our performance-based stock options vest ratably over 55 months based on the performance of our common stock relative to that of a specified peer group. Our service-based stock options vest ratably over three years.

Our weighted-average assumptions used to value our stock options are a dividend yield of 1.60%, 1.67% and 4.25%, expected volatility of 41.0%, 47.8% and 26.2%, a risk-free interest rate of 1.88%, 0.76% and 1.44%, and an expected option life of 6.00, 6.00 and 5.97 years for options issued during the years ended December 31, 2022, 2021 and 2020. The expected volatility is based on the average of the implied volatility of publicly traded options for our common stock.

At December 31, 2022, the total unrecognized compensation expense for nonvested equity awards granted was $288 million. This expense is expected to be recorded over a weighted-average period of 1.4 years. The total fair value of stock incentive awards vested was $307 million, $258 million and $275 million in the years ended December 31, 2022, 2021 and 2020.

Cruise Stock Incentive Awards Cruise granted RSUs that will settle in common shares of Cruise Holdings in the years ended December 31, 2022, 2021 and 2020. Stock options were granted in common shares of Cruise Holdings in the years ended December 31, 2022 and 2021. In March 2022, Cruise modified its RSUs that settle in Cruise Class B Common Shares to remove the liquidity vesting condition such that all granted RSU awards vest solely upon satisfaction of a service condition. The service condition for the majority of these awards is satisfied over four years. Upon modification, 31 million RSUs whose service condition was previously met became immediately vested, thereby resulting in the immediate recognition of compensation expense. In addition, at Cruise's election, GM intends to conduct quarterly tender offers whereby holders of Cruise Class B Common Shares issued to settle vested awards can tender their shares generally at the fair value of Cruise’s common stock. The planned tenders result in certain awards to be classified as liabilities and other awards to be presented in temporary equity, which triggers the immediate recognition of incremental compensation expense associated with the stock options. These awards were granted under Cruise's 2018 Employee Incentive Plan approved by Cruise Holdings' Board of Directors in August 2018. Shares awarded under the plan are subject to forfeiture if the participant leaves the company for reasons other than those permitted under the plan. Stock options vest ratably over four to 10 years, as defined in the terms of each award. Stock options expire 10 years from the grant date.



	Cruise Restricted Stock Units				Cruise Stock Options
	Shares (in millions)	Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Contractual Term in Years	Shares (in millions)	Weighted-Average Fair Value		Weighted-Average Remaining Contractual Term in Years

Units outstanding at January 1, 2022	66.2	$	18.82	8.1	23.8	$	7.07	2.0
Granted	47.4	$	28.09		2.9	$	15.77
Settled or exercised	(45.2)	$	29.00		(2.3)	$	20.64
Forfeited or expired	(7.2)	$	26.86		—	$	—
Units outstanding at December 31, 2022(a)	61.2	$	28.62	1.5	24.4	$	8.22	1.7

Our weighted-average assumptions used to value Cruise stock options are a dividend yield of 0.00% and 0.00%, expected volatility of 57.18% and 57.03%, a risk-free interest rate of 2.37% and 1.31%, and an expected option life of 6.61 and 5.49 years for options issued during the years ended December 31, 2022 and 2021. There were no options issued during the year ended December 31, 2020. The expected volatility is based on the historical volatility of comparable public company data as Cruise Holdings is not publicly traded and therefore, does not have any trading history of its common stock.

Total compensation expense related to Cruise Holdings' share-based awards was $1.6 billion for the year ended December 31, 2022, which, when excluding the compensation expense for the period April 1, 2022 through December 31, 2022, primarily represents the impact of the modification to outstanding awards, and an insignificant amount for the years ended December 31, 2021 and 2020. GM conducted quarterly tender offers and paid approximately $0.6 billion in cash to settle tendered Cruise Class B Common Shares during the year ended December 31, 2022. No cash was paid to settle share-based awards for the three months ended March 31, 2022. Total unrecognized compensation expense for Cruise Holdings’ nonvested equity awards granted was $1.7 billion at December 31, 2022. Total units outstanding were 86 million at December 31, 2022. The expense related to RSUs and stock options is expected to be recorded over a weighted-average period of 1.7 years.