Restricted Stock Unit Grant Agreement Annual Grant
Exhibit
10.3
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Annual
Grant
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1. Grant
of Restricted Stock Units.
The Management Development and Compensation Committee ("Committee")
of the
Board of Directors of General Electric Company ("Company") has granted
Restricted Stock Units with Dividend Equivalents ("RSUs") to the
individual named in this Grant Agreement ("Grantee"). Each RSU entitles
the Grantee to receive from the Company (i) one share of General
Electric
Company common stock, par value $0.06 per share ("Common Stock")
for which
the restrictions set forth in paragraph 3 lapse in accordance with
their
terms, and (ii) cash payments based on dividends paid to shareholders
of
such stock, each in accordance with the terms of this Grant, the
GE 2007
Long Term Incentive Plan ("Plan"), and any rules and procedures adopted
by
the Committee.
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2. Dividend
Equivalents.
Until such time as the following restrictions lapse, or the RSUs
are
cancelled, whichever occurs first, the Company will pay the Grantee
a cash
amount equal to the number of RSUs subject to restriction times the
per
share quarterly dividend payments made to shareholders of the Company's
Common Stock, with such payments to be made reasonably promptly after
the
payment date of each quarterly dividend.
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3. Restrictions.
Restrictions on the number of RSUs specified in this Grant Agreement
will
lapse on the designated Restriction Lapse Dates only if the Grantee
has
been continuously employed by the Company or one of its affiliates
to such
dates. RSUs shall be immediately cancelled upon termination of employment,
except as follows:
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a. Employment
Termination Due to Death.
If the Grantee's service with the Company or any of its affiliates
terminates as a result of the Grantee's death, then restrictions
on all
RSUs shall immediately lapse.
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b. Employment
Termination Due to Transfer of Business to Successor
Employer.
If the Grantee's service with the Company or any of its affiliates
terminates as a result of employment by a successor employer to which
the
Company has transferred a business operation, then restrictions on
all
RSUs shall immediately lapse.
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c. Employment
Termination More Than One Year After Grant Date.
If, on or after the first anniversary of the Grant Date, the Grantee's
service with the Company or any of its affiliates terminates as a
result
of any of the reasons set forth below, each as defined below or determined
in accordance with rules adopted by the Committee, then restrictions
on
RSUs shall automatically lapse or the RSUs shall be cancelled as
provided
below:
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(i) Termination
for Retirement or Total Disability.
Restrictions on all RSUs shall immediately lapse if (a) the Grantee
is a
participant in the U.S. GE Pension Plan and Grantee's service with
the
Company or any of its affiliates terminates as a result of retirement
under the U.S. GE Pension Plan, or (b) the Grantee is not a participant
in
the U.S. GE Pension Plan and Grantee's service with the Company or
any of
its affiliates terminates as a result of retirement under another
retirement plan or program of the Company or any of its affiliates
on or
after Grantee has attained age 60 and accumulated 5 or more years
of
combined service with the Company and any of its affiliates, or (c)
the
Grantee's service with the Company or any of its affiliates terminates
as
a result of a total disability, i.e., the inability to perform any
job for
which the Grantee is reasonably suited by means of education, training
or
experience.
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(ii) Termination
for Layoff or Plant Closing.
If the Grantee's service with the Company or any of its affiliates
terminates as a result of a layoff or plant closing, each as defined
in
the Company's U.S. Layoff Benefit Plan, then restrictions on RSUs
scheduled to lapse on the first Restriction Lapse Date shall immediately
lapse, and the remaining RSUs covered by this Grant shall be immediately
cancelled.
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d. Affiliate.
For purposes of this Grant, "affiliate" shall mean (i) any entity
that,
directly or indirectly, is owned 50% or more by the Company and thereby
deemed under its control and (ii) any entity in which the Company
has a
significant equity interest as determined by the Committee. Transfer
of
employment among the Company and any of its affiliates is not a
termination of service for purposes of this Grant.
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4. Alteration/Termination
The Company shall have the right at any time in its sole discretion
to
amend, alter, suspend, discontinue or terminate any RSUs without
the
consent of the Grantee. Also, the RSUs shall be null and void to
the
extent the grant of RSUs or the lapse of restrictions thereon is
prohibited under the laws of the country of residence of the Grantee.
Any
RSUs for which the restrictions do not lapse in accordance with the
terms
in paragraph 3 above shall be cancelled.
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5. Plan
Terms.
All terms used in this Grant have the same meaning as given such
terms in
the Plan, a copy of which will be furnished upon
request.
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6. Entire
Agreement.
This Grant, the Plan, and the rules and procedures adopted by the
Committee contain all of the provisions applicable to the RSUs and
no
other statements, documents or practices may modify, waive or alter
such
provisions unless expressly set forth in writing, signed by an authorized
Officer of the Company and delivered to the Grantee.
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This
document constitutes part of a prospectus covering securities that
have
been registered
under
the Securities Act of 1933, as amended.
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