exv10w5



 





Exhibit 10.5




MOTOROLA, INC.

AWARD DOCUMENT

For the

[Name of Plan]




Terms and Conditions Related to Employee Nonqualified Stock Options









	 	 	 	 	 	 	 	 	 	 	 
	Recipient:

	 	Edward J. Zander
	 	 	 	Date of Expiration:	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Commerce ID#:

	 	 	 	 	 	Number of Options:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date of Grant:

	 	 	 	 	 	Exercise Price:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 







Motorola, Inc. (“Motorola”) is pleased to grant you options to purchase shares of Motorola’s common
stock under the [Name of Plan] (the “Plan”). The number of options (“Options”) awarded to you and
the Exercise Price per Option, which is the Fair Market Value on the Date of Grant, are stated
above. Each Option entitles you to purchase one share of Motorola’s common stock on the terms
described below and in the Plan.








Vesting and Exercisability




You cannot exercise the Options until they have vested.



Regular Vesting – The Options will vest in accordance with the following schedule (subject to the
other terms hereof):



	 	 	 
	Percent	 	Date
	 

	 	 





Special Vesting – You may be subject to the Special Vesting Dates described below if your
employment or service with Motorola or a Subsidiary (as defined below) terminates.



Exercisability – You may exercise Options at any time after they vest and before they expire as
described below.






Expiration




All Options expire on the earlier of (1) the Date of Expiration as stated above or (2) any of the
Special Expiration Dates described below. Once an Option expires, you no longer have the right to
exercise it.








Special Vesting Dates and Special Expiration Dates




There are events that cause your Options to vest sooner than the schedule discussed above or to
expire sooner than the Date of Expiration as stated above. Those events are as follows:



Retirement – If your employment or service with Motorola or a Subsidiary is ended because of your
Retirement, all your vested Options will then expire on the earlier of eighteen months following
the ending of your employment or service because of your Retirement or the Date of Expiration
stated above. Retirement means (only for purposes of this Option) your retirement from Motorola or
a Subsidiary as follows:




	 	•	 	Retiring at or after age 65, without regard to years of service.





Disability – If your employment or service with Motorola or a Subsidiary is terminated because of
your Total and Permanent Disability (as defined below), Options that are not vested will
automatically become fully vested upon your termination of employment or service. All your Options
will then expire on the earlier of the first anniversary of your termination of employment or
service because of your Total and Permanent Disability or the Date of











 










 










Expiration stated above. Until that time, the Options will be exercisable by you or your guardian
or legal representative.



Death – If your employment or service with Motorola or a Subsidiary is terminated because of your
death, Options that are not vested will automatically become fully vested upon your death. All
your Options will then expire on the earlier of the first anniversary of your death or the Date of
Expiration stated above. Until that time, with written proof of death and inheritance, the Options
will be exercisable by your legal representative, legatees or distributees.



Change In Control – If a “Change in Control” of the Company occurs, and the successor
corporation does not assume these Options or replace them with options that are at least comparable
to these Options, then: (1) all of your unvested Options will be fully vested and (2) all of your
Options will be exercisable until the Date of Expiration set forth above.



Further, with respect to any Options that are assumed or replaced as described in the preceding
paragraph, such assumed or replaced options shall provide that they will be fully vested and
exercisable until the Date of Expiration set forth above if you are involuntarily terminated (for a
reason other than “Cause”) or if you quit for “Good Reason” within 24 months of the Change in
Control. For purposes of this paragraph, the term “Change in Control” is defined in the Plan.
For purposes of this paragraph, the terms “Cause” and “Good Reason” are defined in your Employment
Agreement.



Change in Employment in Connection with a Divestiture — If you accept employment with another
company in direct connection with the sale, lease, outsourcing arrangement or any other type of
asset transfer or transfer of any portion of a facility or any portion of a discrete organizational
unit of Motorola or a Subsidiary, or if you remain employed by a Subsidiary that is sold or whose
shares are distributed to the Motorola stockholders in a spin-off or similar transaction (a
“Divestiture”), all of your unvested Options will automatically expire upon termination of your
employment with Motorola in direct connection with the Divestiture and your vested Options will
expire 90 days after such Divestiture or such shorter period remaining until expiration as set
forth above.









Termination of Employment or Service Entitling you to Severance Benefits Under Section 5(a) of your
Employment Agreement – If your employment or service with Motorola or a Subsidiary is terminated in
a manner entitling you to severance benefits under Section 5(a)(i) of your Employment Agreement
with Motorola, dated as of December 15, 2003 (the “Employment Agreement”), your Options will be
treated in the manner set forth in Section 5(a)(iii) of the Employment Agreement.



Termination of Employment or Service Because of Serious Misconduct – If Motorola or a Subsidiary
terminates your employment or service because of Serious Misconduct (as defined below), all of your
Options (vested and unvested) expire upon your termination.



Termination of Employment or Service by Motorola as a Result of a Notice of Non-Renewal – If
Motorola terminates your employment or service as a result of a Notice of Non-Renewal (as defined
in your Employment Agreement), all of your unvested Options will automatically expire upon
termination and your vested Options will expire twelve months after your termination of employment
or such shorter period remaining until expiration as set forth above.



Termination of Employment or Service by you other than for Good Reason  —  If you voluntarily
terminate employment without Good Reason including by a Notice of Non-Renewal (as such terms are
defined in your Employment Agreement), all of your unvested Options will automatically expire upon
termination of your employment and all of your vested but not yet exercised Options will expire on
the earlier of (i) the date ninety (90) days after the date of termination of your employment or
services or (ii) the Date of Expiration stated above.



Leave of Absence – If you take a Leave of Absence from Motorola or a Subsidiary that your employer
has approved in writing in accordance with your employer’s Leave of Absence Policy and which does
not constitute a termination of employment as determined by Motorola or a Subsidiary the following
will apply:











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Vesting of Options – Options will continue to vest in accordance with the vesting schedule set
forth above.



Exercising Options – You may exercise Options that are vested or that vest during the leave of
absence.



Effect of Termination of Employment or Service – If your employment or service is terminated during
the Leave of Absence, the treatment of your Options will be determined as described under “Special
Vesting Dates and Special Expiration Dates” above.



Other Terms




Method of Exercising – You must follow the procedures for exercising options established by
Motorola from time to time. At the time of exercise, you must pay the Exercise Price for all of
the Options being exercised and any taxes that are required to be withheld by Motorola or a
Subsidiary in connection with the exercise. Options may not be exercised for less than 50 shares
unless the number of shares represented by the Option is less than 50 shares, in which case the
Option must be exercised for the remaining amount.



Transferability – Unless the Committee provides, Options are not transferable other than by will or
the laws of descent and distribution.



Tax Withholding – Motorola or a Subsidiary is entitled to withhold an amount equal to the required
minimum statutory withholding taxes for the respective tax jurisdictions attributable to any share
of common stock deliverable in connection with the exercise of the Options. You may satisfy any
minimum withholding obligation and any additional withholding, if desired, by electing to have the
plan administrator retain Option shares having a Fair Market Value on the date of exercise equal to
the amount to be withheld.



Definition of Terms




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



“Fair Market Value” is the closing price for a share of Motorola common stock on the date of grant
or date of exercise, whichever is applicable. The official source for the closing price is the New
York Stock Exchange Composite Transaction as reported in the Wall Street Journal, Midwest edition.









“Serious Misconduct” means any misconduct identified as a ground for termination in the Motorola
Code of Business Conduct, or the human resources policies, or other written policies or procedures,
including the conduct described as “Cause” under your Employment Agreement.



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



“Total and Permanent Disability” means “Disability” as defined in your Employment Agreement.



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, salary grade, hire date, nationality, job title, any shares of stock held in Motorola, or
details of all options 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












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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.



Acknowledgement of Discretionary Nature of the Plan; No Vested Rights




You acknowledge and agree that the Plan is discretionary in nature and limited in duration, and may
be amended, cancelled, or terminated by Motorola or a Subsidiary, in its sole discretion, at any
time. The grant of awards under the Plan is a one-time benefit and does not create any contractual
or other right to receive an award in the future or to future employment. Nor shall this or any
such grant interfere with your right or the Company’s right to terminate such employment
relationship at any time, with or without cause, to the extent permitted by applicable laws and any
enforceable agreement between you and the Company. Future grants, if any, will be at the sole
discretion of Motorola, including, but not limited to, the timing of any grant, the amount of the
award, vesting provisions, and the exercise price.



No Relation to Other Benefits/Termination Indemnities




Your acceptance of this award and participation under the Plan is voluntary. The value of
your stock option awarded herein is an extraordinary item of compensation outside the scope of your
employment contract, if any. As such, the stock option is not part of 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.










Substitute Stock Appreciation Right




Motorola reserves the right to substitute a Stock Appreciation Right for your Option in the event
certain changes are made in the accounting treatment of stock options. Any substitute Stock
Appreciation Right shall be applicable to the same number of shares as your Option and shall have
the same Date of Expiration, Exercise Price, and other terms and conditions. Any substitute Stock
Appreciation Right may be settled only in Common Stock.





Acceptance of Terms and Conditions




By accepting the Options, you agree to be bound by these terms and conditions, the Plan and any and
all rules and regulations established by Motorola in connection with awards issued under the Plan
and any additional covenants or promises Motorola may require as a condition of the grant



Other Information about Your Options and the Plan




You can find other information about options and the Plan on the Motorola website
http://myhr.mot.com/pay_finances/awards_

incentives/stock_options/plan_documents.jsp If you do not
have access to the website, please contact Motorola Global Rewards, 1303 E. Algonquin Road,
Schaumburg, IL 60196 USA; GBLRW01@Motorola.com; 847-576-7885; for an order form to request Plan
documents.











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