Exhibit 10.1


 


First Amendment to the Motorola Long Range Incentive Plan (LRIP) of
2009


 


WHEREAS,
the Compensation and Leadership Committee (the”Committee”) of the Board
of Directors of Motorola, Inc. (the “Company”) adopted the Long Range
Incentive Plan of 2009 (the “2009 LRIP”) on March 18, 2009;


 


WHEREAS, the
Compensation and Leadership Committee (the “Committee”) has the authority under
the AMENDMENT, MODIFICATION, AND TERMINATION section
to modify or terminate the 2009 LRIP at any time;


 


WHEREAS, the Committee
wishes to amend the 2009 LRIP, effective as of February 11, 2010 due to
the reorganization of the Broadband Mobility Solutions business and the Mobile
Devices business into the Enterprise Mobility Solutions and Networks business
and the Mobile Devices and Home business, in the following particulars:


 


1) By adding “Effective prior
to February 11, 2010” at the beginning of the first sentence of the first
paragraph under the ELIGIBILITY section
of the Plan as a part thereof, which will now read as follows:


 


Effective prior to February 11,
2010, Officers of the Company who are working directly in the Broadband
Mobility Solutions business as recommended by the co-Chief Executive Officer
and Chief Executive Officer, Broadband Mobility Solutions and Officers working
directly in the Mobile Devices business as recommended by the co-Chief
Executive Officer and Chief Executive Officer, Mobile Devices and approved by
the Committee shall be eligible to participate in the Plan.  The co-Chief Executive Officers 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.


 


2)  By adding the following paragraph immediately
at the end of the ELIGIBILITY section of the Plan as a part thereof:


 


Effective as of February 11,
2010, Officers of the Company who are working directly in the Enterprise Mobility
Solutions and Networks business as recommended by the co-Chief Executive
Officer and Chief Executive Officer, Enterprise Mobility Solutions and Networks
business and Officers working directly in the Mobile Devices and Home business
as recommended by the co-Chief Executive Officer and Chief Executive Officer,
Mobile Devices and Home business approved by the Committee shall be eligible to
participate in the Plan.  The co-Chief
Executive Officers 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.


 

















 


3) By adding “Effective prior
to February 11, 2010” at the beginning of the first sentence of the second
paragraph under THE PAYOUT PROCESS section of the
Plan as a part thereof, which will now read as follows:


 


Effective prior to February 11,
2010, 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.  The co-Chief
Executive Officer and Chief Executive Officer, Broadband Mobility
Solutions  may adjust the amount of the
payment to be made pursuant to this Plan to any participant who works directly
for the Broadband Mobility Solutions business and the co-Chief Executive
Officer, Chief Executive Officer Mobile Devices 
may adjust the amount of the payment to be made pursuant to this Plan to
any participant who works directly for the Mobile Devices business 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 or a Covered Person will be subject to the approval of the
Committee.


 


4) By adding the following
paragraph immediately after the second paragraph in THE PAYOUT
PROCESS section of the Plan as a part thereof:


 


Effective as of February 11,
2010, 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.  The co-Chief
Executive Officer and Chief Executive Officer, 
Enterprise Mobility Solutions and Networks business may adjust the
amount of the payment to be made pursuant to this Plan to any participant who
works directly for the Enterprise Mobility Solutions and Networks business and
the co-Chief Executive Officer, Chief Executive Officer, Mobile Devices and
Home business may adjust the amount of the payment to be made pursuant to this
Plan to any participant who works directly for the Mobile Devices and Home business
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 or a Covered Person will be subject to the
approval of the Committee.