exv10w44



 







EXHIBIT 10.44









RESTRICTED STOCK

UNIT AWARD AGREEMENT




          This Restricted Stock Unit Award (“Award”) is made this day of (“Date of
Grant”), by Motorola, Inc. (the “Company” or “Motorola”) to Edward J. Zander
(the “Grantee”).




          WHEREAS, the Grantee is receiving the Award under the Motorola Omnibus Incentive Plan of 2006,
(the “2006 Omnibus Plan”);




          WHEREAS, the Award is a special grant of Motorola restricted stock units authorized
by the Board of Directors and the Board’s Compensation and Leadership Committee (the
“Compensation Committee”); and




          WHEREAS, it is a condition to the 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 the Grantee on the
following terms and conditions:





	1.	 	Award of Restricted Stock Units. The Company hereby grants to the Grantee a total of
[ ] Motorola restricted stock units (the “Units”) subject to the terms
and conditions set forth below. All Awards shall be paid in whole shares of Motorola Common
Stock (“Common Stock”); no fractional shares shall be credited or delivered to Grantee.






	2.	 	Restrictions. The Units are being awarded to the 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.	 	The 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 the Grantee violates or attempts to violate these
transfer Restrictions. Motorola 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 assigns and successors of Motorola.
	 
	 	b.	 	Any Units still subject to the Restrictions shall be (x) automatically
forfeited upon the Grantee’s termination of employment with Motorola or a
Subsidiary for any reason, other than death, Total and Permanent Disability, as
defined in Section 3(a) below, or as otherwise set forth in




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	 	 	 	Section 3(a)(v) below. For purposes of this Agreement, a
“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 the Grantee violates the covenants in Section 7 of the Employment
Agreement between the Grantee and the Company, originally dated as of December
15, 2003 and as amended May 2, 2006 (the “Employment Agreement), in addition to
all remedies in law and/or equity available to the Company, Grantee shall
forfeit all restricted stock units under the Award whose Restrictions have not
lapsed, and, for all restricted stock units under the Award whose Restrictions
have lapsed, Grantee shall immediately pay to the Company the Fair Market
Value (as defined in paragraph 7 below) of Motorola Common Stock on the date(s)
such Restrictions lapsed, without regard to any taxes that may have been
deducted from such amount.
	 
	 	 	 	The Company will not be obligated to pay the Grantee any consideration
whatsoever for forfeited Units.






	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)	 	          (the “Restricted Period”);
	 
	 	(ii)	 	Upon a Change in Control of the Company (as
defined by the 2006 Omnibus Plan); provided, however,
that if a Change in Control of the Company occurs and the
successor corporation (or parent thereof) does not assume this
Award or replace it with a comparable award; provided, further,
that with respect to any Award that is assumed or replaced, such
assumed or replaced awards shall provide that the Restrictions
shall lapse for any Participant that is involuntarily terminated
(for a reason other than “Cause”) or quits for “Good Reason”
within 24 months of the Change in Control. For purposes of this
paragraph, the terms “Change in Control”, “Cause” and “Good
Reason” are defined in the Employment Agreement.
	 
	 	(iii)	 	If the Grantee becomes Totally and Permanently
Disabled. A “Total and Permanent Disability” means
“Disability” as defined in the Employment Agreement;
	 
	 	(iv)	 	If the Grantee dies; or
	 
	 	(v)	 	If the Grantee’s employment is terminated by
Motorola without “Cause” or by the Grantee for “Good Reason” (as




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	 	 	 	such terms are defined in the Employment Agreement), pursuant
and subject to the provisions of Section 5(a)(iii) of the
Employment Agreement.






	 	b.	 	If during the Restricted Period the Grantee takes a Leave of Absence
from Motorola or a Subsidiary and the Grantee’s employment from Motorola or a
Subsidiary is not terminated for any reason (other than death, Total and
Permanent Disability or as set forth in Section 3(a)(v)), 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 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 Motorola Common Stock
(“Common Stock”) 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 Common Stock.






	5.	 	Dividends No dividends (or dividend equivalents) shall be paid with respect to Units
credited to the Grantee’s account.






	6.	 	Delivery of Certificates or Equivalent. Upon the lapse of Restrictions applicable to
the Units, the Company shall, at its election, either (i) deliver to the Grantee a certificate
representing a number of shares of Common Stock equal to the number of Units upon which such
Restrictions have lapsed, or (ii) establish a 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 applicable taxes for the
respective tax jurisdiction attributable to this Award or any payment made in connection with
the Units. The 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 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 Transactions in the Wall Street Journal, Midwest edition.




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	8.	 	Voting and Other Rights.






	 	a.	 	The 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 the Grantee any right to
continue in the employ of the Company or a Subsidiary or to interfere with the
right of the Company or a Subsidiary, to terminate the Grantee’s employment at
any time.






	9.	 	Consent to Transfer Personal Data By accepting this award, you voluntarily
acknowledge and consent to the collection, use, processing and transfer of personal data as
described in this paragraph. You are not obliged to consent to such collection, use,
processing and transfer of personal data. However, failure to provide the consent may affect
your ability to participate in the Plan. Motorola, its Subsidiaries and your employer hold
certain personal information about you, that may include your name, home address and telephone
number, date of birth, social security number or other employee identification number, salary
grade, hire data, salary, nationality, job title, any shares of stock held in Motorola, or
details of all restricted stock units or any other entitlement to shares of stock awarded,
canceled, purchased, vested, or unvested, for the purpose of managing and administering the
Plan (“Data”). Motorola and/or its Subsidiaries will transfer Data amongst themselves as
necessary for the purpose of implementation, administration and management of your
participation in the Plan, and Motorola and/or any of its Subsidiaries may each further
transfer Data to any third parties assisting Motorola in the implementation, administration
and management of the Plan. These recipients may be located throughout the world, including
the United States. You authorize them to receive, possess, use, retain and transfer the Data,
in electronic or other form, for the purposes of implementing, administering and managing your
participation in the Plan, including any requisite transfer of such Data as may be required
for the administration of the Plan and/or the subsequent holding of shares of stock on your
behalf to a broker or other third party with whom you may elect to deposit any shares of stock
acquired pursuant to the Plan. You may, at any time, review Data, require any necessary
amendments to it or withdraw the consents herein in writing by contacting Motorola; however,
withdrawing your consent may affect your ability to participate in the Plan.






	10.	 	Nature of Award. By accepting this Award Agreement, the Grantee acknowledges his or
her understanding that the grant of Units under this Award Agreement is completely at the
discretion of Motorola, and that Motorola’s decision to make this Award in no way implies that
similar awards may be granted in the future. In addition, the Grantee hereby acknowledges
that he or she has entered into employment with Motorola or a Subsidiary upon terms that did
not include this Award or similar awards, that his or her decision to continue employment is
not dependent on an expectation of this Award or similar awards, and that any amount received
under this Award is considered an amount in addition to that which the Grantee expects to be
paid for the performance of his or her services. Grantee’s acceptance of this Award is
voluntary. The Award is not part of




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	 	 	normal or expected compensation for purposes of calculating any severance, resignation,
redundancy, end of service payments, bonuses, long service awards, pension, or retirement
benefits or similar payments, notwithstanding any provision of any compensation, insurance
agreement, or benefit plan to the contrary.






	11.	 	Remedies for Breach. Grantee hereby acknowledges that the harm caused to the
Company by the breach or anticipated breach of Section 7 of the Employment Agreement will
be irreparable and further agrees the Company may obtain injunctive relief against the
Grantee 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 the
Grantee and the Company for the protection of the Company’s Confidential Information, or
law, including the recovery of liquidated damages. Grantee agrees that any interim or
final equitable relief entered by a court of competent jurisdiction, as specified in
paragraph 14 below, will, at the request of the Company, be entered on consent and
enforced by any such court having jurisdiction over the Grantee. 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.






	12.	 	Acknowledgements. With respect to the subject matter of Section 7 of the
Employment Agreement, 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 14
below to be unenforceable, in whole or in part, the remainder of this Agreement shall
nevertheless be enforceable and binding on the parties. Grantee hereby agrees 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, by
accepting any Award under this Agreement, Grantee affirmatively states that (s)he has not,
will not and cannot rely on any representations not expressly made herein.






	13.	 	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.






	14.	 	Governing Law. All questions concerning the construction, validity and
interpretation of this Award shall be governed by and construed according to the law
of the State of Illinois without regard to any state’s conflicts of law principles. Any
disputes regarding this Award or Agreement shall be brought only in the state or federal
courts of Illinois.






	15.	 	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.






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





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	17.	 	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 2006 Omnibus Plan and any and all rules and regulations established by
Motorola in connection with awards issued under the 2006 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.






	18.	 	Plan Documents. The 2006 Omnibus Plan and the Prospectus for the 2006 Omnibus Plan
are available at http://myhr.mot.com/finances/stock_options/index.jsp or from Motorola Global
Rewards, 1303 East Algonquin Road, Schaumburg, IL 60196 (847) 576-7885.






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