Exhibit
10.7


 





 


RESTRICTED STOCK


UNIT AWARD AGREEMENT


 


This
Restricted Stock Unit Award (“Award”) is made this March 06, 2006 (“Date
of Grant”), by Motorola, Inc. (the “Company” or “Motorola”)
to Gregory Brown (the “Grantee”).


 


WHEREAS, Grantee is receiving the Award under the Motorola Omnibus
Incentive Plan of 2002, as amended (the “2002 Omnibus Plan”);


 


WHEREAS, the Award is a special grant of Motorola restricted stock
units;


 


WHEREAS, it is a condition to Grantee receiving the Award that Grantee
electronically accept the terms, conditions and restrictions applicable to the
restricted stock units as set forth in this agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants contained herein and for
other good and valuable consideration, the Company hereby awards restricted
stock units to Grantee on the following terms and conditions:


 


1.     Award of Restricted Stock Units.  The Company hereby awards to Grantee a total
of three  hundred and fifty thousand
(350,000) Motorola restricted stock units (the “Units”) subject to the
terms and conditions set forth below.


 


2.     Restrictions.  The
Units are being awarded to Grantee subject to the transfer and forfeiture
conditions set forth below (the “Restrictions”) which shall lapse, if at
all, as described in Section 3 below. 
For purposes of this Award, the term Units includes any additional Units
granted to the Grantee with respect to Units, still subject to the
Restrictions.


 


a.     Grantee may not directly or indirectly, by operation of law or
otherwise, voluntarily or involuntarily, sell, assign, pledge, encumber, charge
or otherwise transfer any of the Units still subject to Restrictions. The Units
shall be forfeited if Grantee violates or attempts to violate these transfer
restrictions.


 


b.     Any Units still subject to the Restrictions shall be
automatically forfeited upon the Grantee’s termination of employment with
Motorola or a Motorola Subsidiary for any reason, other than death or Total and
Permanent Disability, as defined in Section 3(a) below.   For purposes of this Agreement, a “Motorola
Subsidiary” is any corporation or other entity in which a 50 percent or
greater interest is held directly or indirectly by Motorola and which is
consolidated for financial reporting purposes.


 


c.     If Grantee engages, directly or indirectly, in any activity
which is in competition with any activity of Motorola or any Motorola
Subsidiary, or in any action or conduct which is in any manner adverse or in
any way contrary to the interests of Motorola or any Motorola Subsidiary, all
Units shall be forfeited.  This
determination shall be made by the Committee and Leadership Committee of the
Company’s Board of Directors (the “Committee”).


 


The
Company will not be obligated to pay Grantee any consideration whatsoever for
forfeited Units.


 


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3.     Lapse of Restrictions.


 


a.     The Restrictions applicable to the Units shall lapse, as long as
the Units have not been forfeited as described in Section 2 above, as
follows:


 


(i)        50% on September 06, 2008


 


(ii)       50% on March 06, 2011


 


(iii)      Upon a Change in Control of the Company (as defined by the 2002
Omnibus Plan);


 


(iv)                  If the Grantee becomes
Totally and Permanently Disabled. A “Total and Permanent Disability”
means for (x) U.S. employees, entitlement to long term disability benefits
under the Motorola Disability Income Plan, as amended and any successor plan or
a determination of a permanent and total disability under a state workers
compensation statute and (y) non-U.S. employees, as established by
applicable Motorola policy or as required by local regulations; or


 


(v)       If the Grantee dies.


 


b.     If during the Restricted Period the Grantee takes a Leave of
Absence from Motorola or a Motorola Subsidiary and the Grantee’s employment
from Motorola or a Motorola Subsidiary is not terminated for any reason (other
than death or Total and Permanent Disability), the Units will continue to be
subject to this Agreement. If the Restricted Period expires while the Grantee
is on a Leave of Absence the Grantee will be entitled to the Units even if the
Grantee has not returned to active employment. “Leave of Absence” means
a leave of absence from Motorola or a Motorola Subsidiary that is not a
termination of employment, as determined by Motorola.


 


c.     To the extent the Restrictions lapse under this Section 3
with respect to the Units, they will be free of the terms and conditions of
this Award.


 


4.     Adjustments.  If
the number of outstanding shares of Common Stock of the Company is changed as a
result of stock dividend, stock split or the like without additional
consideration to the Company, the number of Units subject to this Award shall
be adjusted to correspond to the change in the outstanding shares of Motorola
Common Stock (“Common Stock”).


 


5.     Dividend Equivalents.  Upon the Company’s payment of a cash dividend
with respect to its Common Stock, the number of Units shall be increased by
dividing the amount of dividend the Grantee would have received had the Grantee
owned a number of shares of Common Stock equal to the number of Units then
credited to his or her account by the closing price of the Company’s Common
Stock on the last trading day before the date of the dividend payment, as
reported for the New York Stock Exchange — Composite Transaction in the Wall
Street Journal, Midwest edition.  If a
dividend is paid in shares of stock of another company or in other property,
the Grantee will be credited with the number of shares of that company or the
amount of property which would have been received had the Grantee owned a
number of shares of Common Stock equal to the number of Units credited to his
or her account.  The shares or property
so credited will be subject to the same Restrictions and other terms and
conditions applicable to Units and will be paid out in kind at the time the
Restrictions lapse.


 


6.     Delivery of Certificates or Equivalent.  Upon the lapse of Restrictions applicable to
the Units, the Company shall, at its election, either deliver to the Grantee (i) a
certificate representing a number of shares of Common Stock equal to the number
of Units upon which such Restrictions have lapsed, plus, a cash payment equal
to the value of any fractional unit then credited to the Grantee or (ii) establish
a 


 


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brokerage account for the Grantee and credit to that
account the number of shares of Common Stock of the Company equal to the number
of Units upon which such Restrictions have lapsed plus, in either case, a cash
payment equal to the value of any fractional Unit then credited to the Grantee’s
account.


 


7.  Withholding Taxes.  The Company is entitled to withhold an amount
equal to Motorola’s required minimum statutory withholdings taxes for the
respective tax jurisdiction attributable to any share of Common Stock or
property deliverable in connection with the Units.  Grantee may satisfy any withholding
obligation in whole or in part by electing to have Motorola retain shares of
Common Stock deliverable in connection with the Units having a Fair Market
Value on the date the Restrictions applicable to the Units lapse equal to the
minimum amount required to be withheld. “Fair Market Value” for this purpose
shall be the closing price for a share of Motorola common stock on the last
trading day before the date the Restrictions applicable to the Units lapse as
reported for the New York Stock Exchange Composite Transaction in the Wall
Street Journal, Midwest edition.


 


8.     Voting and Other Rights.


 


a.     Grantee shall have no rights as a stockholder of the Company in
respect of the Units, including the right to vote and to receive dividends and
other distributions, until delivery of certificates representing shares of
Common Stock in satisfaction of the Units.


 


b.     The grant of Units does not confer upon Grantee any right to
continue in the employ of the Company or a Motorola Subsidiary or to interfere
with the right of the Company or a Motorola Subsidiary, to terminate Grantee’s
employment at any time.


 


9.     Funding.  No assets
or shares of Common Stock shall be segregated or earmarked by the Company in
respect of any Units awarded hereunder. 
The grant of Units hereunder shall not constitute a trust and shall be
solely for the purpose of recording an unsecured contractual obligation of the
Company.


 


10.   Governing Law.  All
questions concerning the construction, validity and interpretation of this
Award shall be governed by and construed according to the internal law and not
the law of conflicts of the State of Illinois.


 


11.   Waiver.  The failure
of the Company to enforce at any time any provision of this Award shall in no
way be construed to be a waiver of such provision or any other provision
hereof.


 


12.   Actions by the Committee. 
The Committee may delegate its authority to administer this
Agreement.  The actions and
determinations of the Committee or delegate shall be binding upon the parties.


 


13.   Acceptance of Terms and Conditions.  By electronically accepting this Award within
30 days after the date of the electronic mail notification by the Company to
you of the grant of this Award (“Email Notification Date”), you agree to be
bound by the foregoing terms and conditions, the 2002 Omnibus Plan and any and
all rules and regulations established by Motorola in connection with
awards issued under the 2002 Omnibus Plan. 
If you do not electronically accept this Award within 30 days of the
Email Notification Date you will not be entitled to the Units.


 


14.   Plan Documents.  The
2002 Omnibus Plan and the Prospectus for the 2002 Omnibus Plan are available at
http://myhr.mot.com/finances/stock_options/plan_documents.jsp or from Motorola
Global Rewards, 1303 East Algonquin Road, Schaumburg, IL 60196  (847) 576-7885.


 


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AMENDMENT TO RESTRICTED STOCK UNIT AWARD AGREEMENT


 


This
Amendment (the “Amendment”) to the Restricted Stock Unit Award
Agreement, dated as of March 6, 2006 (the “Award”), between Motorola,
Inc. and Gregory Brown is effective September 22, 2010.  Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to such terms in the Award.


 


1.             Section 5 of the Award is
amended by adding the following two sentences at the end of Section 5:


 


Notwithstanding
anything to the contrary in the Award, the second and third sentence of this
Section 5 shall not apply with respect to the Distribution (as defined in the
Amended and Restated Master Separation and Distribution Agreement, dated as of
July 31, 2010, by and among the Company, Motorola SpinCo Holdings Corporation, and Motorola Mobility, Inc.).  In the case of the Distribution, the Units
shall be adjusted in accordance with the proviso contained in Section 4.3(b) of
the Employee Matters Agreement, dated
as of July 31, 2010, by and among the Company, Motorola SpinCo Holdings
Corporation, and Motorola Mobility, Inc., as amended from time to time.


 


2.             Except as expressly amended
by this Amendment, all terms and conditions of the Award remain in full force
and effect and are unmodified hereby.


 


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IN WITNESS WHEREOF, the parties have executed
or caused this Amendment to be executed as of the day and year first above
written.


 


 


	
   

  	
  /s/
  Gregory Brown

  
	
   

  	
  Gregory
  Brown

  
	
   

  	
   

  
	
  Acknowledged and Agreed:

  	
   

  
	
   

  	
   

  
	
  Motorola, Inc.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Michele A. Carlin

  	
   

  	
   

  
	
  Name: 

  	
  Michele A. Carlin

  	
   

  	
   

  
	
  Title:

  	
  Senior Vice President, Human Resources

  	
   

  	
   

  



 


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