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Exhibit 10.12
  Standard Agreement
  Cliff Vesting
  4/24/03    
    


 
 

RESTRICTED
  STOCK AWARD AGREEMENT    
    


        This Restricted Stock Award ("Award") is made this            day
of            2003 ("Date of Grant"), by Motorola, Inc. (the "Company" or "Motorola")
to            (the "Grantee"). 


        WHEREAS,
Grantee is receiving the Award under the Motorola Omnibus Incentive Plan of 2003 (the "2003 Omnibus Plan"); 


        WHEREAS,
the Award is a special grant of Motorola Restricted Stock; and 


        WHEREAS,
it is a condition to Grantee receiving the Award that Grantee execute and deliver to Motorola an agreement evidencing the terms, conditions and restrictions applicable to the
restricted stock. 


        NOW,
THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the Company hereby awards restricted stock to Grantee on the
following terms and conditions: 


        1.     Award of Restricted Stock. The Company hereby grants to Grantee a total of            
(            ) shares of
Motorola Restricted Stock (the "Restricted Stock") subject to the terms and conditions set forth below. 



        2.     Restrictions. The Restricted Stock is being awarded to 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 Restricted Stock includes any additional shares of Restricted Stock or
stock granted to the Grantee with respect to the Restricted Stock, still subject to the Restrictions. 



        a.     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 Restricted Stock still subject to Restrictions. The Restricted Stock shall be forfeited if Grantee violates or attempts to violate these transfer restrictions. 


        b.     Any
Restricted Stock still subject to the Restrictions shall be automatically forfeited upon the Grantee's termination of employment with Motorola or a Subsidiary for any
reason, other than death, Total and Permanent Disability or Retirement. 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. Total and Permanent Disability is defined in Section 3(a) below and Retirement is defined in Section
3(c). 


        c.     If
Grantee engages, directly or indirectly, in any activity which is in competition with any activity of Motorola or any Subsidiary, or in any action or conduct which is
in any manner adverse or in any way contrary to the interests of Motorola or any Subsidiary, all Restricted Stock shall be forfeited. This determination shall be made by the Compensation and
Leadership Committee of the Company's Board of Directors (the "Compensation Committee"). 




        The
Company will not be obligated to pay Grantee any consideration whatsoever for forfeited Restricted Stock. 


        3.     Lapse of Restrictions.





 



        a.     Other
than in the case of Retirement, the Restrictions applicable to the Restricted Stock shall lapse, as long as the Restricted Stock has not been forfeited as described
in Section 2 above, as follows: 




	(i)
	years
 from the Date of Grant (the "Restricted Period");



	(ii)
	Upon
a Change in Control of the Company (as defined by the 2003 Omnibus Plan);



	(iii)
	Upon
termination of Grantee's employment by Motorola or a Subsidiary by Total and Permanent Disability. "Total and Permanent Disability" means for (x) U.S. employees,
entitlement to long term disability benefits under the Motorola Disability Income Plan, as amended and (y) non-U.S. employees, as established by applicable Motorola policy or as required by local
regulations; or



	(iv)
	If
the Grantee dies. 






        b.     In
the case of Retirement before the expiration of the Restricted Period, the Restrictions shall lapse upon Retirement, as long as the Restricted Stock has not been
forfeited as described in Section 2 above, as follows: 




	(i)
	If
the Grantee Retires after the first year of the Restricted Period has expired, the Restrictions will lapse as to [20%] of the Restricted
Stock;



	(ii)
	If
the Grantee Retires after the second year of the Restricted Period has expired, the Restrictions will lapse as to [40%] of the Restricted
Stock;



	(iii)
	If
the Grantee Retires after the third year of the Restricted Period has expired, the Restrictions will lapse as to [60%] of the Restricted
Stock; and



	(iv)
	If
the Grantee Retires after the fourth year of the Restricted Period has expired, the Restrictions will lapse as to [80%] of the Restricted
Stock. 








        c.     "Retirement"
for purposes of this Agreement means: 




	(i)
	Retiring
at or after age 55 with 20 years of service,



	(ii)
	Retiring
at or after age 60 with 10 years of service; and



	(iii)
	Retiring
at or after age 65, without regard to service. 





        d.     If
during the Restricted Period the Grantee takes a Leave of Absence from Motorola or a Subsidiary, the Restricted Stock 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 Restricted Stock 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. 


        e.     To
the extent the Restrictions lapse under this Section 3 with respect to the Restricted Stock, it 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 shares of Restricted Stock subject to this Award shall be adjusted to correspond to the change in the
outstanding shares of Common Stock. 


        5.     Voting and Dividends. Subject to the restrictions contained in Section 3 hereof, Grantee shall have all rights of a
stockholder of Motorola with respect to the Restricted Stock, including the right to vote the shares of Restricted Stock and the right to receive any cash or stock dividends payable with respect to
Common Stock. Stock dividends issued with respect to the Restricted Stock shall be treated 


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as
additional shares of Restricted Stock that are subject to the same restrictions and other terms and conditions that apply to the shares with respect to which such dividends are issued. If a
dividend is paid in shares of stock of another company or in other property, the Grantee will be credited with the number of shares of stock of that company or the amount of property which the Grantee
otherwise would have received as the owner of a number of shares of Restricted Stock. The shares and property so credited will be subject to the same Restrictions and other terms and conditions
applicable to the Restricted Stock and will be paid out in kind at the time the Restrictions lapse. 


        6.     Delivery of Certificates or Equivalent. Upon the lapse of Restrictions applicable to the Restricted Stock, 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 shares of Restricted Stock 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 equal to the number of shares of Restricted Stock upon which such
Restrictions have lapsed. 


        7.     Withholding Taxes. The Company is entitled to withhold an amount equal to Motorola's required minimum statutory
withholdings taxes for the respective tax jurisdiction attributable to any share of Common Stock or property deliverable in connection with the Restricted Stock. Grantee may satisfy any withholding
obligation in whole or in part by electing to have Motorola retain shares of the Restricted Stock having a Fair Market Value on the date the Restrictions lapse equal to the minimum amount 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 lapse as reported for the New York Stock
Exchange—Composite Transactions in the Wall Street Journal, Midwest edition. 


        8.     Other Rights. The grant of Restricted Stock does not confer upon 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 Grantee's employment at any time. 


        9.     Notices. Any written notice under this Award shall be deemed given on the date that is two business days after it is sent
by registered or certified mail, postage prepaid, addressed either to the Grantee at his address set forth below or to the Attention: Executive Rewards, Motorola, Inc., 1303 East Algonquin Rd,
Schaumburg, IL 60196 (847) 576-5000. Any notice may be sent using any other means (including personal delivery, expedited courier, messenger service, telecopy, ordinary mail or electronic mail) but no
such notice shall be deemed to have been duly given unless and until it is actually received by the intended recipient. The Grantee and the Company may change the address to which notices are to be
delivered by giving the other party notice in the manner set forth herein. 


        10.   Governing Law. All questions concerning the construction, validity and interpretation of this Award shall be governed by
and construed according to the internal law and not the law of conflicts of the State of Illinois. 


        11.   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. 


        12.   Actions of the Compensation Committee. The Compensation Committee may delegate its authority to administer this Award.
The actions and determinations of the Compensation Committee or its delegate shall be binding upon all parties. 


        13.   Plan Documents. The 2003 Omnibus Plan and the Prospectus for the 2003 Omnibus Plan are available at
http://myhr.mot.com/finances/stock_options/index.jsp or from Global Rewards, 1303 East Algonquin Road Schaumburg, IL 60196 USA (847) 576-7885. 


        IN
WITNESS WHEREOF, the Company has executed this Agreement in duplicate as of day and year first above written. 


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 MOTOROLA, INC.
	

 	
 	

By:	
 	

 Glenn Gienko
	 	 	Its:	 	Executive Vice President and Motorola

Director of Human Resources





        The undersigned Grantee hereby accepts, and agrees to, all terms and provisions of the foregoing Award. If you do not sign and return this Award you will not be
entitled to the Restricted Stock. 



	

 	
 	

 
	
 Signature	 	 
	

 Print Name	
 	

 
	

 Social Security Number or

Commerce ID Number	
 	

 
	

 Address	
 	

 
	

	
 	

 
	

	
 	

 




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Exhibit 10.12 Standard Agreement Cliff Vesting 4/24/03


RESTRICTED STOCK AWARD AGREEMENT