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Exhibit 10.30    
    


 
 

Motorola Mid Range Incentive Plan (MRIP) of 2003    
    


ELIGIBILITY  


        Senior and Executive Vice Presidents and other key employees of Motorola or a subsidiary, as recommended by the CEO and approved by the Compensation and
Leadership Committee of the Board of Directors ("Committee"), are eligible to participate in the Motorola Mid Range Incentive Plan (MRIP) of 2003. The Chief Operating Officer and the Chief Executive
Officer are also eligible to participate as approved by the Committee. 


PARTICIPATION  


        Generally, officers who become eligible to participate during the first quarter of the performance cycle will participate in the full two-year
performance cycle. The participation of Officers who are promoted or newly hired after the first quarter of the performance cycle shall be at the discretion of the Chief Executive Officer. 



OVERVIEW  


        Here is an overview of the 2003 MRIP: 


	•
	Performance Cycle



The
2003 MRIP is based upon a single two-year performance cycle commencing January 1, 2003. 



	•
	Performance Measures



Performance
will be measured and based on cumulative improvement in the economic profit and cumulative sales growth during the two-year performance cycle of Motorola, Inc. Economic
profit is defined as net operating profit after tax minus a capital charge. 


Net
operating profit after tax and sales for each year during the performance cycle 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. 



	•
	Maximum Earned Award



A
participant's maximum earned award will be two times his/her target award. A participant's target award is established at the commencement of the performance cycle based on a percentage of the
participant's base pay at January 1, 2003. 



	•
	The Payout Process
	•
	All
earned awards will be paid in cash. Payments will be made as soon as administratively practicable following the close of the performance cycle.



	•
	A
participant has no right to any award until that award is paid.



	•
	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. 






SITUATIONS AFFECTING 2003 MRIP  


	•
	Change in Employment
	•
	Generally,
a participant will be eligible for payment of an earned award only if employment continues until the award payout date. 








 



	•
	Pro
rata awards may be possible, however, depending upon the type of the employment termination. The table below summarizes how earned awards will generally be prorated in
accordance with the type of employment termination: 







	If employment terminates due to...
 
	 	The earned award will be...
 

	

Death	
 	

Pro rata award based on the number of completed months of employment within the performance cycle.
	

Total and Permanent Disability	
 	

Pro rata award based on the number of completed months of employment within the performance cycle.
	

Retirement	
 	

Pro rata award based on the number of completed months of employment within the performance cycle.
	

Termination of Employment or Service Because of Serious Misconduct	
 	

Forfeited.
	

Change in Employment in Connection with a Divestiture	
 	

Forfeited.
	

Termination of Employment or Service for any Other Reason than Described Above	
 	

Forfeited.





        The
prorated payout will be based on final performance results and paid as soon as administratively practicable after the end of the performance cycle. 


        For
purposes of the 2003 MRIP, "Total and Permanent Disability" and "Retirement" will be defined as set forth below: 



	•
	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 any successor plan and (y) non-U.S. employees, as established by applicable Motorola policy or as required by local
regulations.



	•
	Retirement means 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;



	(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. 


	•
	Change of Control



If
Motorola undergoes a Change of Control as defined in the Omnibus Incentive Plan of 2002 ("Omnibus Plan"): 


	•
	The
cumulative sales growth and cumulative EP improvement will be determined as of the effective date of the Change of Control.



	•
	Pro
rata award payments will be made based on the number of completed months of the cycle as of the effective date of the Change of Control.



	•
	Awards
will be paid in cash as soon as administratively practicable following the effective date of the Change of Control. 



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DEFINITION OF TERMS  


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


        "Serious
Misconduct" means any misconduct identified as a ground for termination in the Motorola Code of Business Conduct, or human resources policies, or other written policies or
procedures. 


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


RESERVATION AND RETENTION OF COMPANY RIGHTS  



	•
	The
selection of any employee for participation in the 2003 MRIP will not give that participant any right to be retained in the employ of the Company.



	•
	Participation
in the 2003 MRIP is completely at the discretion of Motorola, and Motorola'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 2003 MRIP will not have any right to or interest in any awards unless and until all terms, conditions, and provisions of 2003 MRIP 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 plan for any fiscal year, despite having been selected for participation in a previous
fiscal year. 




GOVERNANCE  


        It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of
the 2003 MRIP, all of which will be binding upon the participant. 


AMENDMENT, MODIFICATION, and TERMINATION  


        The Committee may amend, modify, or terminate the 2003 MRIP provided, however, that no such amendment, modification, or termination in any way adversely affects a
participant's rights to an outstanding award without the participant's written consent. 


MISCELLANEOUS 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.



	•
	The
Company will have the right to require participants to remit to the Company an amount sufficient to satisfy federal, state, and local withholding tax requirements, or to
deduct from any or all payments under the 2003 MRIP amounts sufficient to satisfy all withholding tax requirements.



	•
	To
the extent permitted by law, amounts paid under the 2003 MRIP 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 2003 MRIP 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. 



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	•
	In
the event that any provision of the 2003 MRIP will be held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the
plan, and the 2003 MRIP 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 2003 MRIP, such right will be no greater than the right of any unsecured general creditor of the Company.



	•
	To
the extent not preempted by federal law, the 2003 MRIP, and all agreements hereunder, will be construed in accordance with and governed by the laws of the state of
Illinois without giving effect to the principles of conflicts of laws. 



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Exhibit 10.30


Motorola Mid Range Incentive Plan (MRIP) of 2003