exv10w8



 





Exhibit
10.8




Deferred Stock Units Agreement




     This Agreement made by and between Motorola, Inc. (“Motorola”) and the undersigned
Non-Employee Director (“Director”) of the Motorola Board of Directors (“Board”) is effective as of
                    , 200___.



     Whereas, Director is acquiring the right to receive shares of Motorola common stock in the
future in the form of deferred stock units (the “Deferred Stock Units”); and



     Whereas, this right to receive Deferred Stock Units is conditioned upon the Director executing
and delivering to Motorola an agreement evidencing the terms, conditions and restrictions
applicable to the Deferred Stock Units.



     Now Therefore, Motorola and Director mutually agree as follows:



     1. The Deferred Stock Units that are subject to this Agreement are being issued to Director
pursuant to the Motorola Omnibus Incentive Plan of 2006 or such other Motorola equity incentive
plan as designated by the Compensation and Leadership Committee of the Board, and are subject to
the terms and conditions of the applicable plan. If a term is used but not defined, it has the
meaning given such term in the applicable plan.



     2. The Deferred Stock Units that are subject to this Agreement will be all of the Deferred
Stock Units issued to the Director in lieu of cash Compensation earned on or after January 1,
200___, pursuant to the applicable plan and the Election Form executed by Director that is on file
with Motorola.



     3. The Deferred Stock Units may not be sold, assigned, transferred, pledged or encumbered by
Director at any time.



     4. Upon the termination of the Director’s service on the Board, the Company shall deliver to
the Director a certificate representing a number of shares of Motorola common stock equal to the
number of Deferred Stock Units then credited to the Director’s account, plus a cash payment equal
to the value of any fractional Unit so credited.



     5. Upon Motorola’s payment of a dividend with respect to its common stock, the number of
Deferred Stock Units credited to the Director shall be increased by the number obtained by dividing
(a) the amount of dividend the Director would have received had the Director owned a number of
shares of Motorola common stock equal to the number of Deferred Stock Units then credited to his or
her account by (b) the closing price of the Motorola common
stock on the day before the day of the dividend
payment, as reported for the New York Stock Exchange-Composite Transaction in The Wall Street
Journal, Midwest Edition.



     In the event a dividend is paid in shares of stock of another company or in other property,
the Director will be credited with the number of shares of that company or the amount of property
which would have been received had the Director owned a number of shares of Motorola common stock
equal to the number of Deferred Stock Units credited to his or her account and any such shares and
property shall be delivered to the Director upon termination of the Director’s service on the
Board.



 









 





     6. If the number of outstanding shares of Motorola common stock is changed as a result of
stock dividend, stock split or the like without additional consideration to the Company, the number
of Deferred Stock Units subject to this award shall be adjusted to correspond to the change in the
outstanding shares of common stock.



     7. Except with respect to dividends (as described above), the Director shall have no rights as
a stockholder of Motorola with respect to the Deferred Stock Units including the right to vote
until delivery of certificates representing shares of Motorola common stock in satisfaction of the
Deferred Stock Units.



     8. No assets or shares of Motorola common stock shall be segregated or earmarked by Motorola
in respect of any Deferred Stock Units granted hereunder. The grant of Deferred Stock Units
hereunder shall not constitute a trust and shall be solely for the purpose of recording an
unsecured contractual obligation of the Company.



     9. All questions concerning the construction, validity and interpretation of this Agreement
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 Agreement shall be brought
only in the state or federal courts of Illinois.



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



     In Witness Whereof, the parties have executed this Agreement as of the date first
above-written.



Motorola, Inc.



	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	Signature of Director
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 
	Name of Director (Please Print)
	 	 	 	 	 	 







2