EX-10.9






Exhibit 10.9




MOTOROLA AMENDED AND RESTATED INCENTIVE PLAN OF 1998

(as amended through May 4, 2009)





	1.	 	NAME AND PURPOSE






1.1 Name. The name of this plan is the Amended and Restated Motorola Incentive
Plan of 1998 (the “Plan”). The Effective Date was May 4, 1998, the date the Plan was
approved by the stockholders of Motorola.




1.2 Purpose. Motorola has established the Plan to promote the interests of
Motorola and its stockholders by providing full and part-time employees of Motorola or its
subsidiaries with additional incentive to increase their efforts on Motorola’s behalf and
to remain in the employ or service of Motorola or its Subsidiaries and with the
opportunity, through stock ownership, to increase their proprietary interest in Motorola
and their personal interest in its continued success and progress.




	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 qualify as a “Non-Employee Director” within the meaning set forth in
Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) or any successor legislation. 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 delegate the administration of the Plan, in whole or in part,
on such terms and conditions as it may impose, to such other person or persons as it may
determine in its discretion.




	3.	 	SHARES AVAILABLE UNDER THE PLAN






The number of shares which may be issued or sold or for which Stock Options and Stock
Appreciation Right may be granted or received under the Plan, shall be (i) 37,500,000
shares (as adjusted for the 3-for-1 stock split effective June 1, 2000), plus (ii) the
total number of shares with respect to which no options have been granted under Motorola’s
Share Option Plan of 1996 on the Effective Date, plus (iii) the number of shares as to
which options granted under Motorola’s



 









 






Share Option Plan of 1996 terminate or expire without being fully exercised. 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. 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.
Shares issued under the Plan may be either authorized and unissued shares or issued shares
reacquired by Motorola. No Participant may receive (i) Stock Options relating to more than
900,000 Shares (reflecting adjustment for the 3-for-1 stock split effective June 1, 2000)
in any Plan Year and (ii) Stock Appreciation Rights relating to more than 150,000 shares
(reflecting adjustment for the 3-for-1 stock split effective June 1, 2000) in any calendar
year. The shares reserved for issuance and the limitations set forth above shall be
subject to adjustment in accordance with Section 8 hereof. All of the available shares
may, but need not, be issued pursuant to the exercise of Incentive Stock Options.




	4.	 	TYPES OF BENEFITS






Benefits under the Plan shall consist of Stock Options and Stock Appreciation Rights as
described below.




	5.	 	STOCK OPTIONS






Subject to the terms of the Plan, 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) having a fair market value at the
time of exercise equal to the option price, (c) certification of ownership of such
previously-acquired shares, (d) 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 price and any
withholding taxes due to Motorola, and (e) 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 implement, a one time only option exchange offer,
pursuant to which certain outstanding Stock Options could, at the election person holding
such Stock Option, be tendered to the Company for the cancellation in exchange for 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.



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	6.	 	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 granted after May 5,
2003, 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.




	7.	 	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 benefits, including Stock Options and SARs
shall become vested and exercisable. 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 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 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



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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.




	8	 	ADJUSTMENT PROVISIONS






(a) If Motorola shall at any time change the number of issued shares of common
stock by stock dividend or stock split, 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 therefore, if any, shall be equitably adjusted by the
Committee, in its sole discretion.




(b) Subject to the provisions of Section 7, the Board of Directors or the Committee
may authorize the issuance or assumption of benefits under this Plan in connection
with any merger, consolidation, acquisition of property or stock, or reorganization
upon such terms and conditions as it may deem appropriate.




(c) In the event of any merger, consolidation or reorganization of Motorola with or
into another corporation, other than a merger, consolidation or reorganization in
which Motorola is the continuing corporation and which does not result in the
outstanding common stock 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.




	9.	 	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



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be exercisable during the participant’s lifetime only by the participant or, in the event
of 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.




	10.	 	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. The Committee
may, in its discretion, subject to such rules as it may adopt, permit a participant to pay
all or a portion of any required withholding taxes arising in connection with the exercise
of a Stock Option or SAR by electing to have Motorola withhold shares of common stock,
having a fair market value equal to the amount to be withheld.




	11.	 	DURATION, AMENDMENT AND TERMINATION






No Incentive Stock Option or other benefit shall be granted more than ten years after the
date of original adoption of this Plan by the Board of Directors; provided, however, that
the terms and conditions applicable to any benefit 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 amendment of the Plan shall be
made without stockholder approval if stockholder approval is required by law, regulation,
or stock exchange rule.




	12.	 	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.




	13.	 	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



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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.




	14.	 	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).




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