exv10w28



 





Exhibit
10.28




Motorola Long Range Incentive Plan (LRIP) of 2006

(As Amended through November 14, 2006)




Overview




The Plan is being implemented pursuant to the terms and conditions of the Omnibus Plan.




Eligibility



As recommended by the Chief Executive Officer and approved by the Committee, Officers of the
Company shall be eligible to participate in the Plan. The Chief Executive Officer and the Chief
Operating Officer (if any) are also eligible to participate as approved by the Committee. No
employee who is not an Officer shall be eligible to participate in the Plan.



Participation



Generally, Officers who become eligible to participate during the first three months of a
multi-year performance cycle will participate in the full performance cycle. Officers who become
eligible to participate after the first three months of a performance cycle will participate in the
performance cycle on a pro rata basis, except that Officers who become eligible to participate
during the last three months of a performance cycle will not be eligible to participate in the
performance cycle.



Participants who lose their eligibility to participate as a result of the lapse of status as an
Officer after the first three months of a performance cycle will participate in the performance
cycle on a pro rata basis if they continue to be employed with the Company through the last day of
the performance cycle. Participants who lose their eligibility to participate in the first three
months of a performance cycle will not be eligible to participate in the performance cycle.



Pro rata awards will be determined on the basis of the number of completed months of employment as
an Officer during which the participant is actually working within the performance cycle.



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Performance Cycle



The Plan is based upon multi-year performance cycles selected by the Committee with an initial
three-year performance cycle beginning on January 1, 2006.



Performance Measures



Performance measures for each cycle will be determined by the Committee based on improvement in
Economic Profit and Sales Growth during each multi-year performance cycle.



Performance measures may apply to performance in each year in the performance cycle, to cumulative
performance during the entire performance cycle, or a combination of both. If performance measures
are applied to performance in each year in the performance cycle, performance to target for each
year shall be divided by the number of years in the performance cycle and added together to
determine the award for the entire performance cycle.



Awards will be subject to Committee discretion, up to and including complete forfeiture, if the
Company’s Total Shareholder Return for the entire performance cycle is not positive.



Awards may be subject to partial or complete forfeiture if the Company’s Total Shareholder Return
for the performance cycle does not meet or exceed the 55th percentile Total Shareholder
Return for the performance cycle for a defined comparator group identified by the Committee.



Participants’ Target & Maximum Award



A participant’s target award is established at the commencement of a performance cycle based on a
percentage of the participant’s base pay rate in effect at that time. If performance measures are
applied to performance in each year in the performance cycle, the target award for a Covered
Employee for any succeeding year will be adjusted at the commencement of the next year in the
performance cycle.



A participant’s maximum earned award will be two times his/her target award.



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The Payout Process




	 	•	 	All earned awards will be paid in cash or Company stock, as determined by the Committee
in its discretion. To the extent awards are paid in Company stock, the number of shares
of stock earned by a participant shall be determined by dividing the amount of the award
earned during the performance cycle by the Certification Date Value. The shares will be
issued under, and subject to the limitations of, the Omnibus Plan or such other
shareholder-approved Company equity-based incentive plan as designated by the Committee.
	 
	 	•	 	The Chief Executive Officer may adjust the amount of the payment to be made pursuant to
this Plan to any other participant at any time prior to payment as a result of the
participant’s performance during the performance cycle; provided, however, that any such
adjustment may not result in a payment to the participant in excess of the participant’s
maximum award under the Plan and any such adjustment to a payment to a member of the
Senior Leadership Team will be subject to the approval of the Committee.
	 
	 	•	 	The Committee may reduce the amount of the payment to be made pursuant to this Plan to
any participant who is or may be a Covered Employee at any time prior to payment as a
result of the participant’s performance during the performance cycle.
	 
	 	•	 	If the Committee determines, in its sole discretion, that a participant has willfully
engaged in any activity at any time, prior to the payment of an award, that the Committee
determines was, is, or will be harmful to the Company, the participant will forfeit any
unpaid award.
	 
	 	•	 	The Company shall have the right to satisfy all federal, state and local withholding
tax requirements with respect to the award earned by reducing either (1) the cash paid (in
the vent of a cash payment) by the amount of withholding or (2) the number of earned
shares (in the event of a stock payment) by the number of shares determined by dividing
the amount of withholding required by the Certification Date Value.




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	 	•	 	Payments will be made as soon as administratively practicable following the close of a
performance cycle. A participant has no right to any award until that award is paid.





Situations Affecting The Plan





	»	 	Change in Employment






	 	•	 	Generally, a participant will be eligible for payment of an earned award only if
employment continues through the last day of the performance cycle.
	 
	 	•	 	Because employee retention is an important objective of this Plan and awards do not
bear a precise relationship to time worked within the calendar year or length of service
with the Company, Participants who separate from employment prior to the end of the
performance cycle (for reasons other than death, Total and Permanent Disability or
Retirement) shall not receive any award attributable to that performance cycle.
	 
	 	•	 	Pro rata awards may be possible, however, depending upon the type of employment
termination. In the event a participant (i) remains on payroll as an active employee at
the end of a performance cycle, but is not actually working, whether or not on a leave of
absence, (ii) Retires, dies or incurs a Total and Permanent Disability prior to the end of
the performance cycle while actively employed or on a leave of absence, the participant
will be entitled to a pro rata award based on the number of completed months of employment
within the performance cycle in which the participant was actually working as an Officer,
provided that the participant is otherwise eligible for an award. The table below
summarizes how earned awards will generally be prorated in accordance with the type of
employment termination:




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	If employment terminates due to	 	The earned award will be
	 
	Death

	 	Pro rated based on the number
of completed months of
employment within the
performance cycle.
	 
	 	 
	Total and Permanent Disability

	 	Pro rated based on the number
of completed months of
employment within the
performance cycle.
	 
	 	 
	Retirement (in all countries other than
member states or acceding countries of
the European Union)

	 	Pro rated based on the number
of completed months of
employment within the
performance cycle.
	 
	 	 
	Termination of Employment Because of
Serious Misconduct

	 	Forfeited.
	 
	 	 
	Change in Employment in Connection with a Divestiture

	 	Forfeited.
	 
	 	 
	Termination of Employment for any Other
Reason than Described Above

	 	Forfeited.





For purposes of determining a prorated payout, completed months of employment
will include only those months in which the participant is actually working
and is an Officer.





	 	 	 	A prorated payout will be based on final performance results and paid as soon as
administratively practicable after the end of a performance cycle.
	 
	 	•	 	In the event a participant is reclassified from a higher Officer level to a lower
Officer level (i.e., from Executive Vice President to either Senior Vice President or
Corporate Vice President or from Senior Vice President to Corporate Vice President), the
participant’s target award will be recalculated to reflect (a) the higher target award for
the actual number of months completed within the performance cycle while employed in the
higher Officer level and (b) the lower target award level for the actual number of months
completed within the performance cycle while employed in the lower Officer level.
	 
	 	•	 	In the event a participant (other than a Covered Employee) is reclassified from a lower
Officer level to a higher Officer level (i.e., from Corporate Vice President to Senior
Vice President or Executive Vice President or from Senior Vice President to Executive Vice
President), the participant’s target award will be recalculated to reflect (a) the lower
target award level for the actual number of months completed within the performance cycle while employed in the lower Officer level and (b) the




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	 	 	 	 higher
target award for the actual number of months completed within the performance cycle while
employed in the higher Officer level.






	»	 	 Change in Control
	 
	 	 	If the Company undergoes a Change in Control as defined in the Omnibus Plan, the treatment of
outstanding awards under this Plan shall be determined by the terms of the Omnibus Plan in
effect at the time of the commencement of the performance cycle.





Reservation And Retention Of Company Rights





	 	•	 	The selection of any employee for participation in the Plan will not give that
participant any right to be retained in the employ of the Company.
	 
	 	•	 	The Committee’s decision to make an award in no way implies that similar awards may be
granted in the future.
	 
	 	•	 	Anyone claiming a benefit under the Plan will not have any right to or interest in any
awards unless and until all terms, conditions, and provisions of Plan that affect that
person have been fulfilled as specified herein.
	 
	 	•	 	No employee will at any time have a right to be selected for participation in a future
performance period for any fiscal year, despite having been selected for participation in
a previous performance period.





Administration




It is expressly understood that the Committee has the discretionary authority to administer,
construe, and make all determinations necessary or appropriate to the administration of the Plan,
all of which will be binding upon the participant.



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General Provisions





	 	•	 	Award opportunities may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, other than by will or by the laws of descent and distribution.
	 
	 	•	 	To the extent permitted by law, amounts paid under the Plan will not be considered to
be compensation for purposes of any benefit plan or program maintained by the Company.
	 
	 	•	 	All obligations of the Company under the Plan with respect to payout of awards, and the
corresponding rights granted thereunder, will be binding on any successor to the Company,
whether the existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or other acquisition of all or substantially all of the business
and/or assets of the Company.
	 
	 	•	 	In the event that any provision of the Plan will be held illegal or invalid for any
reason, the illegality or invalidity will not affect the remaining parts of the Plan, and
the Plan will be construed and enforced as if the illegal or invalid provision had not
been included.
	 
	 	•	 	No participant or beneficiary will have any interest whatsoever in any specific asset
of the Company. To the extent that any person acquires a right to receive payments under
the Plan, such right will be no greater than the right of any unsecured general creditor
of the Company.
	 
	 	•	 	This Plan constitutes a legal document which governs all matters involved with its
interpretation and administration and supersedes any writing or representation
inconsistent with its terms.




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Definitions




Certification Date Value: the closing price of one share of Motorola common stock on the New York
Stock Exchange on the day before the date on which the Committee certifies the amount of the award
earned.



Company: Motorola, Inc. and its Subsidiaries.



Committee: the Compensation and Leadership Committee of the Board of Directors.



Covered Employee: a covered employee within the meaning of Section 162(m)(3) of the Internal
Revenue Code.



Divestiture: the sale, lease, outsourcing arrangement, spin-off or similar transaction wherein a
Subsidiary is sold or whose shares are distributed to the Motorola stockholders, or any other type
of asset transfer or transfer of any portion of a facility or any portion of a discrete
organizational unit of Company or a Subsidiary.



Economic Profit: the Company’s Net Operating Profit After Tax less a charge for cost of capital
(determined by the Committee, in its discretion).



Net Operating Profit After Tax: for each year during a performance cycle, the Company’s Net
Operating Profit After Tax shall be determined in accordance with Generally Accepted Accounting
Principles but shall exclude the effect of all acquisitions with a purchase price of $250 million
or more, all gains or losses on the sale of a business, any asset impairment equal to $100 million
or more, and any other special items designated by the Committee.



Omnibus Plan: the Motorola Omnibus Incentive Plan of 2003, or any successor plan.



Officers: Corporate, Senior and Executive Vice Presidents of the Company.



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Plan: the Motorola Long Range Incentive Plan (LRIP) of 2006.



Retire or Retirement: shall only apply in countries other than member states or acceding countries
of the European Union and shall mean retirement from Motorola or a Subsidiary as follows:




	 	(i)	 	Retiring at or after age 55 with 20 years of service;
	 
	 	(ii)	 	Retiring at or after age 60 with 10 years of service;
	 
	 	(iii)	 	Retiring at or after age 65, without regard to years of service; or
	 
	 	(iv)	 	Retiring with any other combination of age and service, at the discretion of
the Committee.





Years of service will be based on the participant’s Service Club Date.



Sales Growth: calculated as the year-over-year percentage increase in net sales. Net sales shall
be determined in accordance with Generally Accepted Accounting Principles but shall exclude the
effect of all acquisitions with a purchase price of $250 million or more, all gains or losses on
the sale of a business, any asset impairment equal to $100 million or more, and any other special
items designated by the Committee.



Subsidiary: an entity of which Motorola owns directly or indirectly at least 50% and that Motorola
consolidates for financial reporting purposes.



Serious Misconduct: any misconduct that is a ground for termination under the Motorola Code of
Business Conduct, or human resources policies, or other written policies or procedures.



Total and Permanent Disability: for (a) U.S. employees, entitlement to long-term disability
benefits under the Motorola Disability Income Plan, as amended and any successor plan and (b)
non-U.S. employees, as established by applicable Motorola policy or as required by local
regulations.



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Total Shareholder Return or TSR: for the Company stock or for a comparator company shall be
calculated as follows:



	 	 	 	 	 
	 

	 	Ending share price	 	 
	 

	 	200-day average through last day of cycle	 	 
	 

	 	 	 	 
	+

	 	Value of reinvested dividends	 	 
	 

	 	 	 	 
	=

	 	Total ending value	 	 
	 

	 	 	 	 
	–

	 	Beginning share price	 	 
	 

	 	200-day average through first day of cycle	 	 
	 

	 	 	 	 
	=

	 	Total value created	 	 
	 

	 	 	 	 
	÷

	 	Beginning share price	 	 
	 

	 	200-day average through first day of cycle	 	 
	 

	 	 	 	 
	=

	 	Total shareholder return
	 	 






If a term is used but not defined, it has the meaning given such term in the Omnibus Plan.



Amendment, Modification, And Termination




Except as expressly provided by law, this Plan is provided at the Company’s sole discretion and the
Committee may modify or terminate it at any time, prospectively or retroactively, without notice or
obligation for any reason; provided, however, that no such action may adversely affect a
participant’s rights under the Plan subsequent to such time as negotiations or discussions which
ultimately lead to a Change in Control have commenced. In addition, there is no obligation to
extend the Plan or establish a replacement plan in subsequent years.



Applicable Law



To the extent not preempted by federal law, or otherwise provided by local law, the Plan will be
construed in accordance with, and governed by, the laws of the state of Illinois without regard to
any state’s conflicts of laws principles. Any legal action related to this Plan shall be brought
only in a federal or state court located in Illinois.




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