GE Stock Option Grant Agreement Dated March 4, 2010 for Jeffrey R. Immelt
\nTerms & Conditions as Amended April 18, 2011
\n 1. Grant of Options. The Management Development and Compensation Committee of
\nthe Board of Directors (“Committee”) of the General Electric Company (“Company”)
\nhas granted 2 million (2,000,000) Options to Jeffrey R. Immelt (“Grantee”) on
\nMarch 4, 2010 (“Grant Date”). Each Option entitles the Grantee to purchase from
\nthe Company one share of General Electric Company common stock, par value $0.06
\nper share, at $16.11 (“Option Exercise Price”) in accordance with the terms of
\nthis Grant as subsequently modified on April 18, 2011, the GE 2007 Long Term
\nIncentive Plan (“Plan”), and any rules and procedures adopted by the Committee.
\n2. Exercisability and Expiration Date. Options shall become exercisable only at
\nand after March 4, 2015 (“Exercisable Date”), and shall expire on March 4, 2020
\n(“Expiration Date”), except as follows, and in each case, subject to achievement
\nof the performance goals set forth in paragraph 2f. below: a. Employment
\nTermination Due to Death. If the Grantee’s employment with the Company or any of
\nits affiliates terminates as a result of the Grantee’s death, then any
\nunexercisable Options shall become immediately exercisable, and any unexercised
\nOptions shall expire on the Expiration Date. b. Employment Termination Due
\nto Transfer of Business to Successor Employer. If the Grantee’s employment with
\nthe Company or any of its affiliates terminates as a result of employment by a
\nsuccessor employer to which the Company has transferred a business operation,
\nthen any unexercisable Options shall become immediately exercisable, and any
\nunexercised Options shall expire 5 years after termination of employment or on
\nthe Expiration Date, whichever date occurs first. c. Employment
\nTermination Less Than One Year After Grant Date. If the Grantee’s employment
\nwith the Company or any of its affiliates terminates for any reason other than
\ndeath or due to transfer to a successor employer before the first anniversary of
\nthe Grant Date, then all unexercised Options, whether or not exercisable on the
\ndate of termination, shall immediately expire upon such termination. d.
\nEmployment Termination More Than One Year After Grant Date. If, on or after the
\nfirst anniversary of the Grant Date, the Grantee’s employment with the Company
\nor any of its affiliates terminates as a result of any of the reasons set forth
\nbelow, or the Grantee becomes eligible to retire, each as defined, then the
\nExercisable Dates and Expiration Date shall be automatically adjusted as
\nprovided below (subject to any rules adopted by the Committee): (i)
\nTermination for Retirement or Total Disability. If (a) the Grantee becomes
\neligible for Optional Retirement at or after age 60 under the U.S. GE Pension
\nPlan, or (b) the Grantee is not a participant in the U.S. GE Pension Plan and
\nbecomes eligible to retire under another retirement plan or program of the
\nCompany or any of its affiliates on or after Grantee has attained age 60 and
\naccumulated 5 or more years of combined service with the Company and any of its
\naffiliates, or (c) the Grantee’s employment with the Company or any of its
\naffiliates terminates as a result of a total disability, i.e., the inability to
\nperform any job for which the Grantee is reasonably suited by means of
\neducation, training or experience, then any unexercisable Options shall become
\nimmediately exercisable, and any unexercised Options shall expire on the
\nExpiration Date.<\/p>\n
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(ii) Voluntary Termination or Termination for Cause. If the Grantee’s
\nemployment with the Company or any of its affiliates terminates as a result of
\nvoluntary termination or termination for cause, then all unexercised Options,
\nwhether or not exercisable on the date of termination, shall immediately expire.
\n (iii) Termination for Layoff or Plant Closing. If the Grantee’s
\nemployment with the Company or any of its affiliates terminates as a result of a
\nlayoff or plant closing (without regard to any period of protected service),
\neach as defined in the Company’s U.S. Layoff Benefit Plan, then Options
\nscheduled to become exercisable at or before the end of the second calendar year
\nfollowing the year in which employment terminates become immediately exercisable
\nand any unexercised Options shall expire at the end of second calendar year
\nfollowing the year in which employment terminates or on the Expiration Date,
\nwhichever occurs first. (iv) Termination Due to Other Reasons. If
\nthe Grantee’s employment with the Company or any of its affiliates terminates
\nfor any other reason, and the Grantee and the Company have not entered into a
\nwritten separation agreement explicitly providing otherwise in accordance with
\nrules and procedures adopted by the Committee, then no unexercisable Options
\nshall become exercisable and any unexercised Options which are exercisable on
\nthe date of termination shall expire 3 months after such termination or on the
\nExpiration Date, whichever date occurs first. e. Affiliate. For purposes
\nof this Grant, “affiliate” shall mean (i) any entity that, directly or
\nindirectly, is owned 50% or more by the Company and thereby deemed under its
\ncontrol and (ii) any entity in which the Company has a significant equity
\ninterest as determined by the Committee. Transfer of employment among the
\nCompany and any of its affiliates is not a termination of employment for
\npurposes of this Grant. f. Performance Goals. One million Options shall
\nonly become exercisable on or after the Exercisable Date in accordance with the
\nterms of this Grant if the Company153s Average Annual Total Shareowner % Return
\n(“TSR”) is equal to or exceeds the Average Annual Total Shareowner % Return for
\nthe S&P 500 companies (“S&P 500 TSR”) for the 4-year period January 1,
\n2011 to December 31, 2014. The remaining one million Options shall only become
\nexercisable on or after the Exercisable Date in accordance with the terms of
\nthis Grant if the Company153s cumulative Industrial Cash Flow from Operating
\nActivities (“Industrial CFOA”), adjusted to exclude the effects of unusual
\nevents, is equal to or exceeds $55 billion for the 4-year period of January 1,
\n2011 to December 31, 2014. Measurement of TSR and Industrial CFOA shall be
\ndetermined in accordance with the customary accounting and financial reporting
\npractices utilized by the Company according to Generally Accepted Accounting
\nPrinciples (GAAP). Any Options that do not become exercisable in accordance
\nwith this paragraph 2f. shall be immediately cancelled notwithstanding any other
\nterms of this Grant, including paragraph 2. herein, to the contrary. 3. Method
\nof Exercise a. Notice and Manner of Exercise. The Grantee may exercise
\nsome or all of the Options then exercisable by giving the Company notice of the
\nnumber of Options to be exercised either in writing or by such other means as
\nshall be acceptable to the Company. At or before issuance by the Company of the
\nshares to the Grantee pursuant to the Option exercise, the Grantee shall make
\npayment of the Option Exercise Price in U.S. funds, or the equivalent thereof
\nacceptable to the Company, at the office of the Comptroller of the Company, or
\nsuch other place as may be mutually acceptable to the Company and the Grantee.\n<\/p>\n
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b. Withholding Tax. Upon the exercise of any Option, the Grantee shall pay to
\nor reimburse the Company for any federal, state, local or foreign taxes required
\nto be withheld and paid over by it, at such time and upon such terms and
\nconditions as the Company may prescribe. c. Delivery. Upon the receipt of
\nall required payments from the Grantee, the Company thereupon shall, without
\nadditional expense to the Grantee (other than any transfer or issue taxes if the
\nCompany so elects), deliver to the Grantee by mail or otherwise at such place as
\nthe Grantee may request a certificate or certificates for such shares, provided
\nhowever, that the date of issuance or delivery may be postponed by the Company
\nfor such period as may be required for it with reasonable diligence to comply
\nwith any applicable listing requirements of any national securities exchange and
\nrequirements under any law or regulation applicable to the issuance or transfer
\nof such shares. 4. Alteration\/Termination. The Company shall have the right at
\nany time in its sole discretion to amend, alter, suspend, discontinue or
\nterminate any Options without the consent of the Grantee. Also, the Options
\nshall be null and void to the extent the grant of Options or exercise thereof is
\nprohibited under the laws of the country of residence of the Grantee. 5. Plan
\nTerms. All terms used in this Grant have the same meaning as given such terms in
\nthe Plan, a copy of which will be furnished upon request. 6. Entire Agreement.
\nThis Grant, the Plan, and the rules and procedures adopted by the Committee,
\ncontain all of the provisions applicable to the Options and no other statements,
\ndocuments or practices may modify, waive or alter such provisions unless
\nexpressly set forth in writing, signed by an authorized Officer of the Company
\nand delivered to the Grantee.
\n This document constitutes part of a prospectus covering securities that have
\nbeen registered under the Securities Act of 1933, as amended.<\/p>\n