EX-10.6






Exhibit 10.6




MOTOROLA OMNIBUS INCENTIVE PLAN OF 2003




(as amended through May 4, 2009)




     1. Purpose. The purposes of the Motorola Omnibus Incentive Plan of 2003 (the “Plan”)
are (i) to encourage outstanding individuals to accept or continue employment with Motorola, Inc.
(“Motorola” or the “Company”) and its subsidiaries or to serve as directors of Motorola, and (ii)
to furnish maximum incentive to those persons to improve operations and increase profits and to
strengthen the mutuality of interest between those persons and Motorola’s stockholders by providing
them stock options and other stock and cash incentives.



     2. Administration. The Plan will be administered by a Committee (the “Committee”) of
the Motorola Board of Directors consisting of two or more directors as the Board may designate from
time to time, each of whom shall satisfy such requirements as:



          (a) the Securities and Exchange Commission may establish for administrators acting under plans
intended to qualify for exemption under Rule 16b-3 or its successor under the Securities Exchange
Act of 1934 (the “Exchange Act”);




          (b) the New York Stock Exchange may establish pursuant to its rule-making authority; and




          (c) the Internal Revenue Service may establish for outside directors acting under plans
intended to qualify for exemption under Section 162(m) of the Internal Revenue Code of 1986, as
amended (the “Code”).




          The Committee shall have the authority to construe and interpret the Plan and any benefits
granted thereunder, to establish and amend rules for Plan administration, to change the terms and
conditions of options and other benefits at or after grant, and to make all other determinations
which it deems necessary or advisable for the administration of the Plan. The determinations of
the Committee shall be made in accordance with their judgment as to the best interests of Motorola
and its stockholders and in accordance with the purposes of the Plan. A majority of the members of
the Committee shall constitute a quorum, and all determinations of the Committee shall be made by a
majority of its members. Any determination of the Committee under the Plan may be made without
notice or meeting of the Committee, in writing signed by all the Committee members. The Committee
may authorize one or more officers of the Company to select employees to participate in the Plan
and to determine the number of option shares and other rights to be granted to such participants,
except with respect to awards to officers subject to Section 16 of the Exchange Act or officers who
are or may become “covered employees” within the meaning of Section 162(m) of the Code (“Covered
Employees”) and any reference in the Plan to the Committee shall include such officer or officers.




     3. Participants. Participants may consist of all employees of Motorola and its
subsidiaries and all non-employee directors of Motorola. Any corporation or other entity in which
a 50% or greater interest is at the time directly or indirectly owned by Motorola shall be a
subsidiary for purposes of the Plan. Designation of a participant in any year shall not require
the Committee to designate that person to receive a benefit in any other year or to receive the
same type or amount of benefit as granted to the participant in any other year or as granted to any
other participant in any year. The Committee shall consider all factors that it deems relevant in
selecting participants and in determining the type and amount of their respective benefits.



 









 





     4. Shares Available under the Plan. There is hereby reserved for issuance under the
Plan an aggregate of 95 million shares of Motorola common stock. If there is (i) a lapse,
expiration, termination or cancellation of any Stock Option or other benefit prior to the issuance
of shares thereunder or (ii) a forfeiture of any shares of restricted stock or shares subject to
stock awards prior to vesting, the shares subject to these options or other benefits shall be added
to the shares available for benefits under the Plan. Shares covered by a benefit granted under the
Plan shall not be counted as used unless and until they are actually issued and delivered to a
participant. Any shares covered by a Stock Appreciation Right shall be counted as used only to the
extent shares are actually issued to the participant upon exercise of the right. In addition, any
shares retained by Motorola pursuant to a participant’s tax withholding election (other than shares
used to satisfy any tax obligation upon the vesting of restricted stock or other stock awards), and
any shares covered by a benefit which is settled in cash, shall be added to the shares available
for benefits under the Plan. All shares issued under the Plan may be either authorized and
unissued shares or issued shares reacquired by Motorola. Under the Plan, no participant may
receive in any calendar year (i) Stock Options relating to more than 3,000,000 shares, (ii)
Restricted Stock or Restricted Stock Units that are subject to the attainment of Performance Goals
of Section 13 hereof relating to more than 1,500,000 shares, (iii) Stock Appreciation Rights
relating to more than 3,000,000 shares, or (iv) Performance Shares relating to more than 1,500,000
shares. No non-employee director may receive in any calendar year Stock Options relating to more
than 30,000 shares or Restricted Stock Units relating to more than 30,000 shares. The shares
reserved for issuance and the limitations set forth above shall be subject to adjustment in
accordance with Section 15 hereof. All of the available shares may, but need not, be issued
pursuant to the exercise of Incentive Stock Options. Notwithstanding anything else contained in
this Section 4 the number of shares that may be issued under the Plan for benefits other than Stock
Options or Stock Appreciation Rights shall not exceed a total of 40 million shares (subject to
adjustment in accordance with Section 15 hereof).



     5. Types of Benefits. Benefits under the Plan shall consist of Stock Options, Stock
Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Stock, Performance
Units, Annual Management Incentive Awards and Other Stock or Cash Awards, all as described below.



     6. Stock Options. Stock Options may be granted to participants, at any time as
determined by the Committee. The Committee shall determine the number of shares subject to each
option and whether the option is an Incentive Stock Option. The option price for each option shall
be determined by the Committee but shall not be less than 100% of the fair market value of
Motorola’s common stock on the date the option is granted. Each option shall expire at such time
as the Committee shall determine at the time of grant. Options shall be exercisable at such time
and subject to such terms and conditions as the Committee shall determine; provided, however, that
no option shall be exercisable later than the tenth anniversary of its grant. The option price,
upon exercise of any option, shall be payable to Motorola in full by (a) cash payment or its
equivalent, (b) tendering previously acquired shares (held for at least six months if the Company
is accounting for Stock Options using APB Opinion 25 or purchased on the open market) having a fair
market value at the time of exercise equal to the option price or certification of ownership of
such previously-acquired shares, (c) delivery of a properly executed exercise notice, together
with irrevocable instructions to a broker to promptly deliver to Motorola the amount of sale
proceeds from the option shares or loan proceeds to pay the exercise



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price and any withholding taxes due to Motorola, and (d) such other methods of payment as the
Committee, at its discretion, deems appropriate. Notwithstanding any other provision of the Plan
to the contrary, upon approval of the Company’s stockholders, the Committee may provide for, and
the Company may implement, a one time only option exchange offer, pursuant to which certain
outstanding Stock Options could, at the election of the person holding such Stock Option, be
tendered to the Company for cancellation in exchange for the issuance of a lesser amount of Stock
Options with a lower exercise price or other equity benefit as approved by the Committee, provided
that such one time only option exchange offer is implemented within twelve months of the date of
such stockholder approval.



     7. Stock Appreciation Rights. Stock Appreciation Rights (“SARs”) may be granted to
participants at any time as determined by the Committee. An SAR may be granted in tandem with a
Stock Option granted under this Plan or on a free-standing basis. The Committee also may, in its
discretion, substitute SARs which can be settled only in stock for outstanding Stock Options, at
any time when the Company is subject to fair value accounting. The grant price of a tandem or
substitute SAR shall be equal to the option price of the related option. The grant price of a
free-standing SAR shall be equal to the fair market value of Motorola’s common stock on the date of
its grant. An SAR may be exercised upon such terms and conditions and for the term as the
Committee in its sole discretion determines; provided, however, that the term shall not exceed the
option term in the case of a tandem or substitute SAR or ten years in the case of a free-standing
SAR and the terms and conditions applicable to a substitute SAR shall be substantially the same as
those applicable to the Stock Option which it replaces. Upon exercise of an SAR, the participant
shall be entitled to receive payment from Motorola in an amount determined by multiplying the
excess of the fair market value of a share of common stock on the date of exercise over the grant
price of the SAR by the number of shares with respect to which the SAR is exercised. The payment
may be made in cash or stock, at the discretion of the Committee, except in the case of a
substitute SAR which may be made only in stock.



     8. Restricted Stock and Restricted Stock Units. Restricted Stock and Restricted Stock
Units may be awarded or sold to participants under such terms and conditions as shall be
established by the Committee. Restricted Stock and Restricted Stock Units shall be subject to such
restrictions as the Committee determines, including, without limitation, any of the following:




(a) a prohibition against sale, assignment, transfer, pledge, hypothecation or other
encumbrance for a specified period; or




(b) a requirement that the holder forfeit (or in the case of shares or units sold to
the participant resell to Motorola at cost) such shares or units in the event of
termination of employment during the period of restriction.


All restrictions shall expire at such times as the Committee shall specify.




     9. Performance Stock. The Committee shall designate the participants to whom
long-term performance stock (“Performance Stock”) is to be awarded and determine the number of
shares, the length of the performance period and the other terms and conditions of each such award;
provided the stated performance period will not be less than 12 months. Each award of Performance
Stock shall entitle the participant to a payment in the form of shares of common



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stock upon the attainment of performance goals and other terms and conditions specified by the
Committee.



          Notwithstanding satisfaction of any performance goals, the number of shares issued under a
Performance Stock award may be adjusted by the Committee on the basis of such further consideration
as the Committee in its sole discretion shall determine. However, the Committee may not, in any
event, increase the number of shares earned upon satisfaction of any performance goal by any
participant who is a Covered Employee. The Committee may, in its discretion, make a cash payment
equal to the fair market value of shares of common stock otherwise required to be issued to a
participant pursuant to a Performance Stock award.




     10. Performance Units. The Committee shall designate the participants to whom
long-term performance units (“Performance Units”) are to be awarded and determine the number of
units and the terms and conditions of each such award; provided the stated performance period will
not be less than 12 months. Each Performance Unit award shall entitle the participant to a payment
in cash upon the attainment of performance goals and other terms and conditions specified by the
Committee.



     Notwithstanding the satisfaction of any performance goals, the amount to be paid under a
Performance Unit award may be adjusted by the Committee on the basis of such further consideration
as the Committee in its sole discretion shall determine. However, the Committee may not, in any
event, increase the amount earned under Performance Unit awards upon satisfaction of any
performance goal by any participant who is a Covered Employee and the maximum amount earned by a
Covered Employee in any calendar year may not exceed $8,500,000. The Committee may, in its
discretion, substitute actual shares of common stock for the cash payment otherwise required to be
made to a participant pursuant to a Performance Unit award.



     11. Annual Management Incentive Awards. The Committee may designate Motorola
executive officers who are eligible to receive a monetary payment in any calendar year based on a
percentage of an incentive pool equal to 5% of Motorola’s consolidated operating earnings for the
calendar year. The Committee shall allocate an incentive pool percentage to each designated
participant for each calendar year. In no event may the incentive pool percentage for any one
participant exceed 30% of the total pool. Consolidated operating earnings shall mean the
consolidated earnings before income taxes of the Company, computed in accordance with generally
accepted accounting principles, but shall exclude the effects of Special Items. Special Items
shall include (i) extraordinary, unusual and/or non-recurring items of gain or loss, (ii) gains or
losses on the disposition of a business, (iii) changes in tax or accounting regulations or laws, or
(iv) the effect of a merger or acquisition, as identified in the Company’s quarterly and annual
earnings releases.



          As soon as possible after the determination of the incentive pool for a Plan year, the
Committee shall calculate the participant’s allocated portion of the incentive pool based upon the
percentage established at the beginning of the calendar year. The participant’s incentive award
then shall be determined by the Committee based on the participant’s allocated portion of the
incentive pool subject to adjustment in the sole discretion of the Committee. In no event may the
portion of the incentive pool allocated to a participant who is a Covered Employee be increased in
any way, including as a result of the reduction of any other participant’s allocated portion.




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     12. Other Stock or Cash Awards. In addition to the incentives described in sections 6
through 11 above, the Committee may grant other incentives payable in cash or in common stock under
the Plan as it determines to be in the best interests of Motorola and subject to such other terms
and conditions as it deems appropriate; provided an outright grant of stock will not be made unless
it is offered in exchange for cash compensation that has otherwise already been earned by the
recipient.



     13. Performance Goals. Awards of Restricted Stock, Restricted Stock Units,
Performance Stock, Performance Units and other incentives under the Plan may be made subject to the
attainment of performance goals relating to one or more business criteria within the meaning of
Section 162(m) of the Code, including, but not limited to, cash flow; cost; ratio of debt to debt
plus equity; profit before tax; economic profit; earnings before interest and taxes; earnings
before interest, taxes, depreciation and amortization; earnings per share; operating earnings;
economic value added; ratio of operating earnings to capital spending; free cash flow; net profit;
net sales; sales growth; price of Motorola common stock; return on net assets, equity or
stockholders’ equity; market share; or total return to stockholders (“Performance Criteria”). Any
Performance Criteria may be used to measure the performance of the Company as a whole or any
business unit of the Company and may be measured relative to a peer group or index. Any
Performance Criteria may include or exclude Special Items (as defined in section 11 above). In all
other respects, Performance Criteria shall be calculated in accordance with the Company’s financial
statements, generally accepted accounting principles, or under a methodology established by the
Committee prior to the issuance of an award which is consistently applied and identified in the
audited financial statements, including footnotes, or the Management Discussion and Analysis
section of the Company’s annual report. However, the Committee may not in any event increase the
amount of compensation payable to a Covered Employee upon the attainment of a performance goal.



     14. Change in Control. Except as otherwise determined by the Committee at the time of
grant of an award, upon a Change in Control of Motorola, all outstanding Stock Options and SARs
shall become vested and exercisable; all restrictions on Restricted Stock and Restricted Stock
Units shall lapse; all performance goals shall be deemed achieved at target levels and all other
terms and conditions met; all Performance Stock shall be delivered; all Performance Units and
Restricted Stock Units shall be paid out as promptly as practicable; all Annual Management
Incentive Awards shall be paid out based on the consolidated operating earnings of the immediately
preceding year or such other method of payment as may be determined by the Committee at the time of
award or thereafter but prior to the Change in Control; and all Other Stock or Cash Awards shall be
delivered or paid. A “Change in Control” shall mean:




     A Change in Control of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Exchange Act, or any successor provision thereto, whether or not Motorola is then
subject to such reporting requirement; provided that, without limitation, such a
Change in Control shall be deemed to have occurred if (a) any “person” or “group”
(as such terms are used in Section 13(d) and 14(d) of the Exchange Act) is or
becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of Motorola representing 20% or more of the
combined voting power of Motorola’s then outstanding securities (other than Motorola
or any employee benefit plan of Motorola; and, for purposes



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of the Plan, no Change in Control shall be deemed to have occurred as a result of
the “beneficial ownership,” or changes therein, of Motorola’s securities by either
of the foregoing), (b) there shall be consummated (i) any consolidation or merger of
Motorola in which Motorola is not the surviving or continuing corporation or
pursuant to which shares of common stock would be converted into or exchanged for
cash, securities or other property, other than a merger of Motorola in which the
holders of common stock immediately prior to the merger have, directly or
indirectly, at least a 65% ownership interest in the outstanding common stock of the
surviving corporation immediately after the merger, or (ii) any sale, lease,
exchange or other transfer (in one transaction or a series of related transactions)
of all, or substantially all, of the assets of Motorola other than any such
transaction with entities in which the holders of Motorola common stock, directly or
indirectly, have at least a 65% ownership interest, (c) the stockholders of Motorola
approve any plan or proposal for the liquidation or dissolution of Motorola, or (d)
as the result of, or in connection with, any cash tender offer, exchange offer,
merger or other business combination, sale of assets, proxy or consent solicitation
(other than by the Board), contested election or substantial stock accumulation (a
“Control Transaction”), the members of the Board immediately prior to the first
public announcement relating to such Control Transaction shall thereafter cease to
constitute a majority of the Board.



     15. Adjustment Provisions.



          (a) If Motorola shall at any time change the number of issued shares of common stock by stock
dividend, stock split, spin-off, split-off, spin-out, recapitalization, merger, consolidation,
reorganization, combination, or exchange of shares, the total number of shares reserved for
issuance under the Plan, the maximum number of shares which may be made subject to an award in any
calendar year, and the number of shares covered by each outstanding award and the price therefor,
if any, shall be equitably adjusted by the Committee, in its sole discretion.




          (b) In the event of any merger, consolidation or reorganization of Motorola with or into
another corporation which results in the outstanding common stock of Motorola being converted into
or exchanged for different securities, cash or other property, or any combination thereof, there
shall be substituted, on an equitable basis as determined by the Committee in its discretion, for
each share of common stock then subject to a benefit granted under the Plan, the number and kind of
shares of stock, other securities, cash or other property to which holders of common stock of
Motorola will be entitled pursuant to the transaction.




     16. Substitution and Assumption of Benefits. The Board of Directors or the Committee
may authorize the issuance of benefits under this Plan in connection with the assumption of, or
substitution for, outstanding benefits previously granted to individuals who become employees of
Motorola or any subsidiary as a result of any merger, consolidation, acquisition of property or
stock, or reorganization other than a Change in Control, upon such terms and conditions as the
Committee may deem appropriate.



     17. Nontransferability. Each benefit granted under the Plan shall not be transferable
otherwise than by will or the laws of descent and distribution and each Stock Option and SAR shall
be exercisable during the participant’s lifetime only by the participant or, in the event of



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disability, by the participant’s personal representative. In the event of the death of a
participant, exercise of any benefit or payment with respect to any benefit shall be made only by
or to the executor or administrator of the estate of the deceased participant or the person or
persons to whom the deceased participant’s rights under the benefit shall pass by will or the laws
of descent and distribution. Notwithstanding the foregoing, at its discretion, the Committee may
permit the transfer of a Stock Option by the participant, subject to such terms and conditions as
may be established by the Committee.



     18. Taxes. Motorola shall be entitled to withhold the amount of any tax attributable
to any amounts payable or shares deliverable under the Plan, after giving the person entitled to
receive such payment or delivery notice and Motorola may defer making payment or delivery as to any
award, if any such tax is payable until indemnified to its satisfaction. A participant may pay all
or a portion of any required withholding taxes arising in connection with the exercise of a Stock
Option or SAR or the receipt or vesting of shares hereunder by electing to have Motorola withhold
shares of common stock, having a fair market value equal to the amount required to be withheld.



     19. Duration, Amendment and Termination. No Incentive Stock Option shall be granted
more than ten years after the date of adoption of this Plan by the Board of Directors; provided,
however, that the terms and conditions applicable to any option granted on or before such date may
thereafter be amended or modified by mutual agreement between Motorola and the participant, or such
other person as may then have an interest therein. The Board of Directors or the Committee may
amend the Plan from time to time or terminate the Plan at any time. However, no such action shall
reduce the amount of any existing award or change the terms and conditions thereof without the
participant’s consent. No material amendment of the Plan shall be made without stockholder
approval.



     20. Fair Market Value. The fair market value of Motorola’s common stock at any time
shall be determined in such manner as the Committee may deem equitable, or as required by
applicable law or regulation.



     21. Other Provisions.



          (a) The award of any benefit under the Plan may also be subject to other provisions (whether
or not applicable to the benefit awarded to any other participant) as the Committee determines
appropriate, including provisions intended to comply with federal or state securities laws and
stock exchange requirements, understandings or conditions as to the participant’s employment,
requirements or inducements for continued ownership of common stock after exercise or vesting of
benefits, forfeiture of awards in the event of termination of employment shortly after exercise or
vesting, or breach of noncompetition or confidentiality agreements following termination of
employment, or provisions permitting the deferral of the receipt of a benefit for such period and
upon such terms as the Committee shall determine.




          (b) In the event any benefit under this Plan is granted to an employee who is employed or
providing services outside the United States and who is not compensated from a payroll maintained
in the United States, the Committee may, in its sole discretion, modify the provisions of the Plan
as they pertain to such individuals to comply with applicable law, regulation or accounting rules.




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          (c) The Committee, in its sole discretion, may permit or require a participant to have amounts
or shares of common stock that otherwise would be paid or delivered to the participant as a result
of the exercise or settlement of an award under the Plan credited to a deferred compensation or
stock unit account established for the participant by the Committee on the Company’s books of
account.




     22. Governing Law. The Plan and any actions taken in connection herewith shall be
governed by and construed in accordance with the laws of the state of Delaware (without regard to
applicable Delaware principles of conflict of laws).



     23. Stockholder Approval. The Plan was adopted by the Board of Directors on March 20,
2003, subject to stockholder approval. The Plan and any benefits granted thereunder shall be null
and void if stockholder approval is not obtained at the next annual meeting of stockholders.




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