Exhibit 10.2


 


RSU
Agreement


Appointed
AVP and Elected Officer


Revised
for electronic format


5-5-10


 


RESTRICTED STOCK UNIT AWARD AGREEMENT


 


This Restricted Stock Unit
Award (“Award”) is awarded on «Grant_date» (“Date of
Grant”), by Motorola, Inc. (the “Company”
or “Motorola”) to «First_Name» «Last_Name» (the
“Grantee”).


 


WHEREAS,
Grantee is receiving the Award under the Motorola Omnibus Incentive Plan of
2006, as amended (the “2006 Omnibus Plan”);
and


 


WHEREAS, the Award is being made by the Compensation and Leadership
Committee (the “Compensation Committee”) of the
Board of Directors;


 


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


 


1.                                      Award
of Restricted Stock Units.  The
Company hereby grants to Grantee a total of «Txt_Nbr_of_Shares»
(«Whole_Nbr_of_Shares») Motorola
restricted stock units (the “Units”) subject
to the terms and conditions set forth below and subject to adjustment as
provided in the 2006 Omnibus Plan. The Units are granted pursuant to the 2006
Omnibus Plan and are subject to all of the terms and conditions of the 2006
Omnibus Plan.


 


2.                                      Restrictions.  The Units are being awarded to Grantee
subject to the transfer and forfeiture conditions set forth below (the “Restrictions”):


 


a.                                       No
Assignment.  Prior to the vesting of the
Units as described in Section 3 below, 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 Units
still subject to Restrictions.  The Units
shall be forfeited if Grantee violates or attempts to violate these transfer
Restrictions.


 


b.                                      Restricted
Conduct.  If Grantee engages in any of
the conduct described in subparagraphs (i) through (v) below for any
reason, in addition to all remedies in law and/or equity available to the
Company or any Subsidiary (as defined in Section 20 below), including the
recovery of liquidated damages, Grantee shall forfeit all Units (whether or not
vested) and shall immediately pay to the Company, with respect to previously
vested Units, an amount equal to (x) the per share Fair Market Value (as
defined in Section 20 below) of Motorola Common Stock (“Common Stock”) on
the date on which the Restrictions lapsed with respect to the applicable
previously vested Units times (y) the number of shares underlying such
previously vested Units, without regard to any taxes that may have been
deducted from such amount.  For purposes
of subparagraphs (i) through (v) below, “Company” or “Motorola” shall
mean Motorola Inc. and/or any of its Subsidiaries.


 


i.                                          Confidential
Information. During the course of Grantee’s employment with the Company or any
Subsidiary and thereafter, Grantee uses or discloses, except on behalf of the
Company and pursuant to the Company’s directions, any Company Confidential
Information (as defined in Section 20 below); and/or


 


ii.                                       Solicitation of
Employees.  During Grantee’s employment
and for a period of  one year following the termination of Grantee’s
employment for any reason, Grantee hires, recruits, solicits or induces, or
causes, allows, permits or aids


 

















 


others to hire, recruit,
solicit or induce, or to communicate in support of those activities, any
employee of the Company who possesses Confidential Information (as defined in Section 20
below) of the Company to terminate his/her employment with the Company and/or
to seek employment with Grantee’s new or prospective employer, or any other
company; and/or


 


iii.                                    Solicitation of Customers.  During Grantee’s employment and for a period
of one year following the termination of Grantee’s employment for any reason,  Grantee, directly or indirectly, on behalf of
Grantee or any other person, company or entity, solicits or participates in
soliciting, products or services competitive with or similar to products or
services offered by, manufactured by, designed by or distributed by the Company
to any person, company or entity which was a customer or potential customer for
such products or services and with which Grantee had direct or indirect contact
regarding those products or services or about which Grantee learned
Confidential Information (as defined in Section 20 below) at any time
during the two years prior to Grantee’s termination of employment with the
Company; and/or


 


iv.                                   Non-Competition regarding
Products or Services.  During Grantee’s
employment and for a period of one year following the termination of Grantee’s
employment for any reason, Grantee, directly or indirectly, in any capacity,
provides products or services competitive with or similar to products or
services offered by the Company to any person, company or entity which was a
customer for such products or services and with which customer Grantee had
direct or indirect contact regarding those products or services or about which
customer Grantee learned Confidential Information at any time during the one
year prior to Grantee’s termination of employment with the Company;  and/or


 


v.                                      Non-Competition regarding
Activities.  During Grantee’s employment
and for a period of one year  following
the termination of Grantee’s employment for any reason, Grantee engages in
activities which are entirely or in part the same as or similar to activities
in which Grantee engaged at any time during the one year preceding termination
of Grantee’s employment with the Company, for any person, company or entity in
connection with products, services or technological developments (existing or
planned) that are entirely or in part the same as, similar to, or competitive
with, any products, services or technological developments (existing or
planned) on which Grantee worked at any time during the one year preceding
termination of Grantee’s employment.  
This paragraph applies in countries in which Grantee has physically been
present performing work for the Company at any time during the one year
preceding termination of Grantee’s employment.


 


c.                                       Recoupment Policy.  If the Grantee is an officer subject to Section 16
of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) the
Units are subject to the terms and conditions of the Company’s Policy Regarding
Recoupment of Incentive Payments upon Financial Restatement (such policy, as it
may be amended from time to time, the “Recoupment Policy”).  The Recoupment Policy provides for
determinations by the Company’s independent directors that, as a result of
intentional misconduct by Grantee, the Company’s financial results were
restated (a “Policy Restatement”).  In
the event of a Policy Restatement, the Company’s independent directors may
require, among other things (a) cancellation of any of the Units that
remain outstanding; and/or (b) reimbursement of any gains in respect of
the Units, if and to the extent the conditions set forth in the Recoupment
Policy apply.  Any determinations made by
the independent directors in


 


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accordance with the Recoupment Policy shall
be binding upon Grantee.  The Recoupment
Policy is in addition to any other remedies which may be otherwise available at
law, in equity or under contract, to the Company.


 


3.                              Vesting.  Subject to the remaining
terms and conditions of this Award, and provided the Units have not been
forfeited as described in Section 2 above, the Units will vest as follows:


 


a.                                       Vesting
Period.  The Units will vest as follows
in accordance with the following schedule (the applicable date, the “RSU
Vesting Date”):


 


i.                  <<vesting schedule>>


 


ii.               The period from the Date of Grant through the
last vesting date set forth above is referred to as the “Restriction
Period”.  Any unvested Units
shall be automatically forfeited upon the Grantee’s termination of employment
with Motorola or a Subsidiary prior to the applicable RSU Vesting Date for any
reason other than those set forth in Sections 3(b) through (e) below.
The Company will not be obligated to pay Grantee any consideration whatsoever
for forfeited Units.


 


iii.            If, during the Restriction Period, the Grantee takes
a Leave of Absence (as defined in Section 20 below) from Motorola or a
Subsidiary, the Units will continue to be subject to this Award Agreement.  If the Restriction Period expires while the
Grantee is on a Leave of Absence, the Grantee will be entitled to the Units
even if the Grantee has not returned to active employment.


 


b.                                      Change in
Control.  If a Change in Control of the
Company occurs and the successor corporation (or parent thereof) does not
assume this Award or replace it with a comparable award, then the Units shall
be fully vested; provided, further, that with respect to any Award that is
assumed or replaced, such assumed or replaced awards shall provide that the
Award shall be fully vested for any Participant that is involuntarily
terminated (for a reason other than “Cause”) or quits for “Good Reason” within
24 months of the Change in Control. For purposes of this paragraph, the terms “Change
of Control”, “Cause” and “Good Reason” are defined in the 2006 Omnibus Plan.


 


c.                                       Total and
Permanent Disability. All unvested Units shall fully vest upon Grantee’s
termination of employment with Motorola and its Subsidiaries due to Total and
Permanent Disability (as defined in Section 20 below).


 


d.                                      Death. All unvested Units
shall fully vest upon Grantee’s termination of employment with Motorola and its
Subsidiaries due to death.


 


e.                                       Certain Terminations of
Employment. In the case of Termination due to a Divestiture (as defined in Section 20
below) or if  Motorola or a Subsidiary terminates
Grantee’s employment for reasons other than for Serious Misconduct (as defined
in Section 20 below) before the expiration of the Restriction Period, and if
the Units have not been forfeited as described in Section 2 above, then
the Units shall vest on a pro rata  basis in an
amount equal to (a)(i) the total number of Units subject to this Award,
multiplied by (ii) a fraction, the numerator of which is the number of
completed full months of service by the Grantee from the Date of Grant to the
employee’s date of termination and the denominator of which is the Restriction
Period, minus (b) any Units that vested prior to such Termination.


 


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4.                                      Delivery
of Certificates or Equivalent.


 


a.                                       Upon the
vesting of the applicable Units described in Section 3 above, the Company
shall, at its election, either:  (i) establish
a brokerage account for the Grantee and credit to that account the number of
shares of Common Stock of the Company equal to the number of Units that have
vested; or  (ii) deliver to the
Grantee a certificate representing a number of shares of Common Stock equal to
the number of Units that have vested.


 


b.                                      Subject to Section 22
the actions contemplated by clauses (i) and (ii) above shall occur within
60 days following the date that the applicable Units vested.


 


5.                                      Whole
Shares.  All Awards shall be paid in
whole shares of Common Stock; no fractional shares shall be credited or
delivered to Grantee.


 


6.                                      Adjustments.  The Units shall be subject to adjustment as
provided in Section 16 of the 2006 Omnibus Plan.


 


7.                                      Dividends.  No dividends (or dividend equivalents) shall
be paid with respect to Units credited to the Grantee’s account.


 


8.                                      Withholding
Taxes.  The Company is entitled to
withhold applicable taxes for the respective tax jurisdiction attributable to this Award or any payment made in connection with
the Units.  With respect to a Grantee who
is not subject to Section 16 of the Exchange Act the Company, in its sole
discretion, may satisfy its tax withholding responsibilities, in whole or in
part, by either (i) electing to withhold a sufficient number of shares of Common
Stock otherwise deliverable in connection with the applicable vesting Units,
the Fair Market Value of which shall be determined on the applicable RSU
Vesting Date in accordance with Section 20 below, to satisfy the Grantee’s
minimum statutory tax withholding obligation or (ii) requiring the Grantee
to pay, by cash or certified check, the amount necessary to satisfy the Grantee’s
minimum statutory tax withholding obligation. 
With respect to a Grantee who is subject to Section 16 of
the Exchange Act, such Grantee may satisfy any minimum statutory withholding
obligation, in whole or in part, by either (i) electing to have the
Company withhold a sufficient number of shares of Common Stock otherwise deliverable in connection with the applicable vesting
Units, the Fair Market Value of which shall be determined on the applicable RSU Vesting Date in
accordance with Section 20 below, to satisfy such Grantee’s minimum
statutory tax withholding obligation or (ii) paying, by cash or certified
check, the amount necessary to satisfy such Grantee’s minimum statutory tax
withholding obligation.


 


9.                                      Voting and Other Rights.


 


a.                                       Grantee shall have no rights as a stockholder of the Company in respect of
the Units, including the right to vote and to receive cash dividends and other
distributions until delivery of certificate or equivalent representing shares
of Common Stock in satisfaction of the Units.


 


b.                                      The grant of Units does not confer upon Grantee any right to continue in
the employ of the Company or a Subsidiary (as defined in Section 20
below) or to interfere with the right of the
Company or a Subsidiary, to terminate Grantee’s employment at any time.


 


10.                               Funding.  No assets or shares of Common Stock shall be
segregated or earmarked by the Company in respect of any Units awarded
hereunder.  The grant of Units hereunder
shall not constitute a trust and shall be solely for the purpose of recording an
unsecured contractual obligation of the Company.


 


11.                               Nature of Award.  By accepting this Award Agreement, the
Grantee acknowledges his or her 


 


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understanding
that:


 


a.                                       the grant
of Units under this Award Agreement is completely at the discretion of
Motorola, and that Motorola’s decision to make this Award in no way implies
that similar awards may be granted in the future or that Grantee has any
guarantee of future employment;


 


b.                                      neither
this nor any such grant shall interfere with Grantee’s 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 Grantee and the Company;


 


c.                                       Grantee
has entered into employment with Motorola or a Subsidiary (as defined in Section 20
below) upon terms that did not include this
Award or similar awards, that his or her decision to continue employment is not
dependent on an expectation of this Award or similar awards, and that any
amount received under this Award is considered an amount in addition to that
which the Grantee expects to be paid for the performance of his or her services;


 


d.                                      Grantee’s
acceptance of this Award is voluntary; and


 


e.                                       the Award
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.


 


12.                               Acknowledgements.  With respect to the subject matter of
subparagraphs 2b (i) through (v) and Sections 18 and 19 hereof, this
Agreement (as defined in Section 20) is the entire agreement with the
Company.  No waiver of any breach of any
provision of this Agreement by the Company shall be construed to be a waiver of
any succeeding breach or as a modification of such provision.  The provisions of this Agreement shall be
severable and in the event that any provision of this Agreement shall be found
by any court as specified in Section 19 below to be unenforceable, in
whole or in part, the remainder of this Agreement shall nevertheless be
enforceable and binding on the parties.  Grantee
hereby agrees that the court may modify any invalid, overbroad or unenforceable
term of this Agreement so that such term, as modified, is valid and enforceable
under applicable law.  Further, by
accepting any Award under this Agreement, Grantee affirmatively states that she
or he has not, will not and cannot rely on any representations not expressly
made herein.


 


13.                               Motorola
Assignment Rights.  Motorola
shall have the right to assign this Award Agreement, which shall not affect the
validity or enforceability of this Award Agreement.  This Award Agreement shall inure to the
benefit of assigns and successors of Motorola.


 


14.                               Waiver.  The failure of the Company to enforce at any
time any provision of this Award Agreement shall in no way be construed to be a waiver of such provision or any other provision
hereof.


 


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


 


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16.                               Agreement
Following Termination of Employment.


 


a.                                       Grantee agrees
that upon termination of employment with Motorola or a Subsidiary (as defined in
Section 20 below), Grantee will immediately inform Motorola of:  (i) the identity of any new employer (or
the nature of any start-up business or self-employment);   (ii) Grantee’s new title; and   (iii) Grantee’s job duties and
responsibilities.


 


b.                                      Grantee hereby
authorizes Motorola or a Subsidiary to provide a copy of this Award Agreement to
Grantee’s new employer.  Grantee further
agrees to provide information to Motorola or a Subsidiary as may from time to
time be requested in order to determine his or her compliance with the terms
hereof.


 


17.                               Consent to Transfer Personal Data.  By accepting this award, Grantee voluntarily
acknowledges and consents to the collection, use, processing and transfer of
personal data as described in this Section. 
Grantee is not obliged to consent to such collection, use, processing
and transfer of personal data.  However,
failure to provide the consent may affect Grantee’s ability to participate in
the 2006 Omnibus Plan.  Motorola, its
Subsidiaries and Grantee’s employer hold certain personal information about the
Grantee, that may include his/her name, home address and telephone number, date
of birth, social security number or other employee identification number,
salary grade, hire data, salary, nationality, job title, any shares of stock
held in Motorola, or details of all restricted stock units or any other
entitlement to shares of stock awarded, canceled, purchased, vested, or
unvested, for the purpose of managing and administering the 2006 Omnibus Plan (“Data”).  Motorola and/or its Subsidiaries will
transfer Data among themselves as necessary for the purpose of implementation,
administration and management of Grantee’s participation in the 2006 Omnibus 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 2006 Omnibus Plan. 
These recipients may be located throughout the world, including the
United States.  Grantee authorizes them
to receive, possess, use, retain and transfer the Data, in electronic or other
form, for the purposes of implementing, administering and managing Grantee’s
participation in the 2006 Omnibus Plan, including any requisite transfer of
such Data as may be required for the administration of the 2006 Omnibus Plan
and/or the subsequent holding of shares of stock on the Grantee’s behalf to a
broker or other third party with whom the Grantee may elect to deposit any
shares of stock acquired pursuant to the 2006 Omnibus Plan.  Grantee may, at any time, review Data,
require any necessary amendments to it or withdraw the consents herein in
writing by contacting Motorola; however, withdrawing consent may affect the
Grantee’s ability to participate in the 2006 Omnibus Plan.


 


18.                               Remedies for Breach.  Grantee hereby acknowledges that the harm
caused to the Company by the breach or anticipated breach of subparagraphs 2b(i),
(ii), (iii), (iv) and/or (v) of this Award Agreement will be
irreparable and further agrees the Company may obtain injunctive relief against
the Grantee in addition to and cumulative with any other legal or equitable
rights and remedies the Company may have pursuant to this Agreement, any other
agreements between the Grantee and the Company for the protection of the Company’s
Confidential Information (as defined in Section 20 below) or law,
including the recovery of liquidated damages. 
Grantee agrees that any interim or final equitable relief entered by a
court of competent jurisdiction, as specified in Section 19 below, will,
at the request of the Company, be entered on consent and enforced by any such
court having jurisdiction over the Grantee. 
This relief would occur without prejudice to any rights either party may
have to appeal from the proceedings that resulted in any grant of such relief.


 


19.                               Governing
Law.  All questions concerning the
construction, validity and interpretation of this Award 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 Award or Award 


 


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Agreement shall be brought only in the state or federal courts of
Illinois.


 


20.                               Definitions. 
Any capitalized terms used herein that are not otherwise defined below
or elsewhere in this Award Agreement shall have the same meaning provided under
the 2006 Omnibus Plan.


 


a.                                       “Confidential Information” means information concerning the
Company and its business that is not generally known outside the Company, and
includes (a) trade secrets; (b) intellectual property; (c) the
Company’s methods of operation and Company processes; (d) information
regarding the Company’s present and/or future products, developments, processes
and systems, including invention disclosures and patent applications; (e) information
on customers or potential customers, including customers’ names, sales records,
prices, and other terms of sales and Company cost information; (f) Company
personnel data; (g) Company business plans, marketing plans, financial
data and projections; and (h) information received in confidence by the
Company from third parties.  Information
regarding products, services or technological innovations in development, in
test marketing or being marketed or promoted in a discrete geographic region,
which information the Company or one of its affiliates is considering for
broader use, shall be deemed not generally known until such broader use is
actually commercially implemented.


 


b.                                      “Fair Market Value” for this purpose shall be the closing
price for a share of Common Stock on the RSU Vesting Date, as reported for the
New York Stock Exchange Composite Transactions in the Wall Street Journal at
www.online.wsj.com. In the event the New York Stock Exchange is not open for
trading on the RSU Vesting Date, or if the Common Stock does not trade on such
day, Fair Market Value for this purpose shall be the closing price of the Common
Stock on the last trading day prior to the RSU Vesting Date.


 


c.                                       “Leave of Absence” means an approved leave of absence from
Motorola or a Subsidiary from which the employee has a right to return to work,
as determined by Motorola.


 


d.                                      “Serious Misconduct” for purposes of this Award Agreement
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.


 


e.                                       “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.


 


f.                                         “Termination due to a Divestiture” for purposes of this Award
Agreement means if Grantee accepts 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 Grantee remains
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”).


 


g.                                      “Total and Permanent Disability” means for:  (i) U.S. employees: entitlement to long
term disability benefits under the Motorola Disability Income Plan, as amended
and any successor plan or a determination of a permanent and total disability
under a state workers compensation statute; or for  (ii) Non-U.S. employees: as established
by applicable Motorola policy or as required by local regulations.


 


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21.                               Additional
Terms for Non-U.S. Employees.            Repatriation of
payments. As a condition to this Award, Grantee agrees to repatriate all
payments attributable to the Units acquired under the 2006 Omnibus Plan in
accordance with Grantee’s local foreign exchange rules and regulations. In
addition, Grantee also agrees to take any and all actions, and consents to any
and all actions taken by the Company and its local Subsidiaries, as may be
required to allow the Company and its local Subsidiaries to comply with local
foreign exchange rules and regulations.


 


22.                               409A Compliance Applicable Only to Grantees Subject to U.S. Tax.  Notwithstanding any provision in
this Award to the contrary, if the Grantee is a “specified employee” (certain
officers of Motorola within the meaning of Treasury Regulation Section 1.409A-1(i) and
using the identification methodology selected by Motorola from time to time) on
the date of the Grantee’s termination of employment, any payment which would be
considered “nonqualified deferred compensation” within the meaning of Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”), that the Grantee
is entitled to receive upon termination of employment and which otherwise would
be paid or delivered during the six month period immediately following the date
of the Grantee’s termination of employment will instead be paid or delivered on
the earlier of (i) the first day of the seventh month following the date
of the Grantee’s termination of employment and (ii) death. Notwithstanding
any provision in this Award that requires the Company to pay or deliver
payments with respect to Units upon vesting (or within 60 days following the
date that the applicable Units vest) if the event that causes the applicable Units
to vest is not a permissible payment event as defined in Section 409A(a)(2) of
the Code, then the payment with respect to such Units will instead be paid or
delivered on the earlier of (i) the specified date of payment or delivery
originally provided for such Units and (ii) the date of the Grantee’s
termination of employment (subject to any delay required by the first sentence
of this paragraph). Payment shall be made within 60 days following the
applicable payment date. For purposes of determining the time of payment or
delivery of any payment the Grantee is entitled to receive upon termination of
employment, the determination of whether the Grantee has experienced a
termination of employment will be determined by Motorola in a manner consistent
with the definition of “separation from service” under the default rules of
Section 409A of the Code.


 


23.          Acceptance of Terms and Conditions.  By electronically accepting this Award within
30 days after the date of the electronic mail notification by the Company to
Grantee of the grant of this Award (“Email Notification Date”),
Grantee agrees to be bound by the foregoing terms and conditions, the 2006
Omnibus Plan, and any and all rules and regulations established by Motorola in
connection with awards issued under the 2006 Omnibus Plan.  If Grantee does not electronically accept
this Award within 30 days of the Email Notification Date, Grantee will not be
entitled to the Units.


 


24.                               Plan Documents.  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.


 


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