Ex-10.10






Exhibit 10.10




MOTOROLA
COMPENSATION/ACQUISITION PLAN OF 2000




(as amended through May 4, 2009)




     1. Purpose. The purposes of the Motorola Compensation/Acquisition Plan of 2000 (the
“Plan”) are (i) to make awards to employees of Motorola, Inc. (“Motorola”) and its subsidiaries
(excluding directors of Motorola and Officers, as defined below) in connection with Motorola’s
recruiting and retention efforts 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 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 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 determine the number
of shares of Motorola common stock to be reserved for issuance under the Plan; 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 pursuant to section 157(c) of the Delaware General Corporation
Law.



     3. Participants. Participants may consist of all employees of Motorola and its
subsidiaries other than directors of Motorola and officers within the meaning of Rule 16a-1 of the
Exchange Act (“Officers”). 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. The Committee has the authority to determine from
time to time the maximum numbers of shares of Motorola common stock reserved for issuance under the
Plan. 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



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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. All shares issued under the Plan may be either
authorized and unissued shares or issued shares reacquired by Motorola. The shares reserved for
issuance and the limitations set forth above shall be subject to adjustment in accordance with
Section 14 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, shall not
exceed 10% of the shares authorized for issuance and reserved by the Committee as described in the
Section 4 (subject to adjustment in accordance with Section 14 hereof).



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



     6. 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 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
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



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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. Subject to the terms of the Plan,
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. Subject to the terms of the Plan, 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. Each award of Performance Stock shall entitle the participant to a
payment in the form of shares of common 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. 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. Subject to the terms of the Plan, 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. 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.



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          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. 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. Other Stock Awards. In addition to the incentives described in Sections 6 through
10 above, and subject to the terms of the Plan, the Committee may grant other incentives payable 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.



     12. Performance Goals. Awards of Restricted Stock, Performance Stock, Performance
Units and other incentives under the Plan may be made subject to the attainment of performance
goals, including, but not limited to, cash flow; cost; ratio of debt to debt plus equity; profit
before tax; 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; price of Company Stock; return
on net assets, equity or stockholders’ equity; market share; or total return to shareholders
(“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. Any Performance Criteria may include or
exclude Extraordinary Items. 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.



     13. 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 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 shall be paid out as promptly as
practicable; and all other Stock 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 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



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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



     14. 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, 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) Subject to the provisions of Section 13, 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.




     15. 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
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



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whom the deceased participant’s rights under the benefit shall pass by will or the laws of
descent and distribution.



     16. 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 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 to be withheld.



     17. 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 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.



     18. 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.



     19. 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.




     20. 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).



     21. Broad-Based Plan. The Plan is intended to be a broadly based plan under the rules
of the New York Stock Exchange.




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