EX-10.14






Exhibit 10.14




STOCK OPTION CONSIDERATION AGREEMENT

GRANT DATE: May ___, 2009




The following Agreement is established to protect the trade secrets, intellectual property,
confidential information, customer relationships and goodwill of Motorola, Inc. and each of its
subsidiaries (the “Company”) both as defined in the Motorola Omnibus Incentive Plan of 2006 (the
“2006 Plan”).



As consideration for the stock option(s) granted to me on the date shown above under the terms of
the 2006 Plan (“the Covered Options”), and Motorola having provided me with Confidential
Information, I agree to the following:




	1.	 	I acknowledge that my agreement to the following restrictive covenants are a condition of the
grant of the Covered Options:






	 	(a)	 	I agree that during the course of my employment and thereafter, I will not use or
disclose, except on behalf of the Company and pursuant to its directions, any Company
Confidential Information. Confidential Information means information concerning the
Company and its business that is not generally known outside the Company. Confidential
Information includes: (i) trade secrets; (ii) intellectual property; (iii) the Company’s
methods of operation and Company processes; (iv) information regarding the Company’s
present and/or future products, developments, processes and systems, including invention
disclosures and patent applications; (v) information on customers or potential customers,
including customer’s names, sales records, prices, and other terms of sales and Company
cost information; (vi) Company personnel data; (vii) Company business plans, marketing
plans, financial data and projections; and (viii) information received in confidence by
the Company from third parties. Information regarding products or technological
innovations in development, in test marketing or being marketed or promoted in a discrete
geographic region, which information the Company or one of its affiliates is considering
for broader use, shall not be deemed generally known until such broader use is actually
commercially implemented.
	 
	 	(b)	 	I agree that during my employment and for a period of two years following my
termination of employment for any reason, I will not hire, recruit, solicit or induce, or
cause, allow, permit or aid others to hire, recruit, solicit or induce, or to communicate
in support of those activities, any employee of the Company who possesses Confidential
Information of the Company to terminate his/her employment with the Company and/or to
seek employment with my new or prospective employer, or any other company.
	 
	 	(c)	 	I agree that during my employment and for a period of two years following the
termination of my employment for any reason, I will not engage in activities which are
entirely or in part the same as or similar to activities in which I engaged at any time
during the two years preceding termination of my employment, for any person, company or
entity in connection with products, services or technological developments (existing or
planned) that are entirely or in part the same as, similar to, or competitive with, any
products, services or technological developments (existing or planned) on which I worked
at any time during the two years preceding the termination of my employment. This
paragraph applies in the countries in which I have physically been present performing
work for the Company at any time during the two years preceding termination of my
employment.
	 
	 	(d)	 	I agree that during my employment and for a period of two years following the
termination of my employment for any reason, I will not, directly or indirectly, on
behalf of myself or any




-1-









 






	 	 	 	other person, company or entity, solicit or participate in soliciting, products or
services competitive with or similar to products or services offered by, manufactured by,
designed by or distributed by the Company to any person, company or entity which was a
customer or potential customer for such products or services and with which I had direct
or indirect contact regarding those products or services or about which I learned
Confidential Information at any time during the two years prior to my termination of
employment with the Company.






	 	(e)	 	I agree that during my employment and for a period of two years following the
termination of my employment for any reason, I will not directly or indirectly, in any
capacity, provide products or services competitive with or similar to products or
services offered by the Company to any person, company or entity which was a customer for
such products or services and with which customer I had direct or indirect contact
regarding those products or services or about which customer I learned Confidential
Information at any time during the two years prior to termination of my employment with
the Company.






	2.	 	I acknowledge that the Covered Options are subject to the terms and conditions of the
Company’s Policy Regarding Recoupment of Incentive Payments upon Financial Restatement (such
policy, as it may be amended from time to time, being the “Recoupment Policy”). The
Recoupment Policy provides for determinations by the Company’s independent directors that, as
a result of intentional misconduct by me, the Company’s financial results were restated (a
“Policy Restatement”). In the event of a Policy Restatement, the Company’s independent
directors may require, among other things (a) cancellation of any of the Covered Options that
remain outstanding; and/or (b) reimbursement of any gains realized in respect of the Covered
Options, if and to the extent the conditions set forth in the Recoupment Policy apply. Any
determinations made by the independent directors in accordance with the Recoupment Policy
shall be binding upon me. The Recoupment Policy is in addition to any other remedies which
may be otherwise available at law, in equity or under contract, to the Company.
	 
	3.	 	I agree that by accepting the Covered Options, if I violate the terms of paragraphs 1(a)
through and including (e) of this Agreement, then, in addition to any other remedies available
in law and/or equity in any country, all of my vested and unvested Covered Options will
terminate and no longer be exercisable, and for all Covered Options exercised within two years
prior to the termination of my employment for any reason or anytime after termination of my
employment for any reason, I will immediately pay to the Company the difference between the
exercise price on the date of grant as reflected in the Award Document for the Covered Options
and the market price of the Covered Options on the date of exercise (the “spread”).
	 
	4.	 	The requirements of paragraphs 1(a) through and including (e) of this Agreement can be waived
or modified only upon the prior written consent of Motorola, Inc.
	 
	5.	 	I acknowledge that the promises in this Agreement, not any employment of or services
performed by me in the course and scope of that employment, are the sole consideration for the
Covered Options. I agree the Company shall have the right to assign this Agreement which
shall not affect the validity or enforceability of this Agreement. This Agreement shall inure
to the benefit of the Company assigns and successors.
	 
	6.	 	I agree that during my employment and for a period of two years following the termination of
my employment for any reason, I will immediately inform the Company of (i) the identity of my
new employer (or the nature of any start-up business, consulting arrangements or
self-employment), (ii) my new title, and (iii) my job duties and responsibilities. I hereby
authorize the Company to provide a copy of this Agreement to my new employer. I further agree
to provide information to




-2-









 






	 	 	the Company as may from time to time be requested in order to determine my compliance with the
terms of this Agreement.






	7.	 	I acknowledge that the harm caused to the Company by the breach or anticipated breach of
paragraphs 1(a), (b), (c), (d) and/or (e) of this Agreement will be irreparable and I agree
the Company may obtain injunctive relief against me in addition to and cumulative with any
other legal or equitable rights and remedies the Company may have pursuant to this Agreement,
any other agreements between me and the Company for the protection of the Company’s
Confidential Information, or law, including the recovery of liquidated damages. I agree that
any interim or final equitable relief entered by a court of competent jurisdiction, as
specified in paragraph 10 below, will, at the request of the Company, be entered on consent
and enforced by any such court having jurisdiction over me. This relief would occur without
prejudice to any rights either party may have to appeal from the proceedings that resulted in
any grant of such relief.
	 
	8.	 	With respect to the Covered Options, this Agreement is my entire agreement with the Company.
No waiver of any breach of any provision of this Agreement by the Company shall be construed
to be a waiver of any succeeding breach or as a modification of such provision. The
provisions of this Agreement shall be severable and in the event that any provision of this
Agreement shall be found by any court as specified in paragraph 10 below to be unenforceable,
in whole or in part, the remainder of this Agreement shall nevertheless be enforceable and
binding on the parties. I also agree that the court may modify any invalid, overbroad or
unenforceable term of this Agreement so that such term, as modified, is valid and enforceable
under applicable law. Further, I affirmatively state that I have not, will not and cannot
rely on any representations not expressly made herein.
	 
	9.	 	I accept the terms of this Agreement and the above option(s) to purchase shares of the Common
Stock of the Company, subject to the terms of this Agreement, the 2006 Plan, and any Award
Document issued pursuant thereto. I am familiar with the 2006 Plan and agree to be bound by
it to the extent applicable, as well as by the actions of the Company’s Board of Directors or
any committee thereof.
	 
	10.	 	I agree that this Agreement and the 2006 Plan, and any Award Document issued pursuant
thereto, together constitute an agreement between the Company and me. I further agree that
this Agreement is governed by the laws of Illinois, without giving effect to any state’s
principles of Conflicts of Laws, and any legal action related to this Agreement shall be
brought only in a federal or state court located in Illinois, USA. I accept the jurisdiction
of these courts and consent to service of process from said courts solely for legal actions
related to this Agreement and the Covered Options.





	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 
	 	Signature:
	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CID:

	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 






IN ORDER FOR THE ABOVE-REFERENCED OPTION(S) TO BE AWARDED, THIS AGREEMENT, SIGNED AND DATED, MUST
BE RETURNED TO MOTOROLA c/o EXECUTIVE REWARDS NO LATER THAN                     , 2009.




-3-