exv10w45



 










Exhibit 10.45



RESTRICTED STOCK

UNIT AWARD AGREEMENT





          This Restricted Stock Unit Award (“Award”) is made this       day of       (“Date of
Grant”), by Motorola, Inc. (the “Company” or “Motorola”) to Edward J. Zander
(the “Grantee”).




          WHEREAS, the Grantee is receiving the Award under the Motorola Omnibus Incentive Plan of 2003,
as amended (the “2003 Omnibus Plan”);




          WHEREAS, the Award is a special grant of Motorola restricted stock units; and




          WHEREAS, it is a condition to the Grantee receiving the Award that Grantee electronically
accept the terms, conditions and restrictions applicable to the restricted stock units as set forth
in this agreement.




          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 the Grantee on the
following terms and conditions:




        1. Award of Restricted Stock Units. The Company hereby grants to the Grantee a
total of            Motorola restricted stock units (the “Units”) subject to the
terms and conditions set forth below.




        2. Restrictions. The Units are being awarded to the 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 Units includes any
additional Units granted to the Grantee with respect to Units, still subject to the Restrictions.



               a. The 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 the Grantee violates or attempts to
violate these transfer restrictions.



               b. Any Units 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, as defined in Section 3(a) below, or as otherwise set forth in
Section 3(a)(v) below. 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.



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               c. If the Grantee violates the covenants in Section 7 of the Employment Agreement between the
Grantee and the Company, dated as of December 15, 2003 (the “Employment Agreement), or engages,
directly or indirectly, 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 Units shall be forfeited. This
determination shall be made by the Compensation and Leadership Committee of the Company’s Board of
Directors (the “Committee”).




The Company will not be obligated to pay the Grantee any consideration whatsoever for forfeited
Units.




        3. Lapse of Restrictions.



               a. The Restrictions applicable to the Units shall lapse, as long as the Units have not been
forfeited as described in Section 2 above, as follows:




      (i)
on                   (the “Restricted Period”);




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




      (iii) If the Grantee becomes Totally and Permanently Disabled. A “Total
and Permanent Disability” means “Disability” as defined in the Employment
Agreement;




      (iv) If the Grantee dies; or




      (v) If the Grantee’s employment is terminated by Motorola without “Cause” or
by the Grantee for “Good Reason” (as such terms are defined in the Employment
Agreement), pursuant and subject to the provisions of Section 5(a)(iii) of the
Employment Agreement.



               b. If during the Restricted Period the Grantee takes a Leave of Absence from Motorola or a
Subsidiary and the Grantee’s employment from Motorola or a Subsidiary is not terminated for any
reason (other than death, Total and Permanent Disability or as set forth in Section 3(a)(v)), the
Units 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 Units 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.



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



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        5. Dividend Equivalents. Upon the Company’s payment of a cash dividend with respect
to its Common Stock, the number of Units shall be increased by the number obtained by dividing
the amount of dividend the Grantee would have received had the Grantee owned a number of shares
of Common Stock equal to the number of Units then credited to his or her account by the closing
price of the Company’s Common Stock on the last trading day before the date of the dividend
payment, as reported for the New York Stock Exchange — Composite Transactions in the Wall Street
Journal, Midwest edition. 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 that company or the
amount of property which would have been received had the Grantee owned a number of shares of
Common Stock equal to the number of Units credited to his or her account. The shares or other
property so credited will be subject to the same Restrictions and other terms and conditions
applicable to the Units 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 Units, 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 Units 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 of the Company equal to the number of
Units upon which such Restrictions have lapsed plus, in either case, a cash payment equal to the
value of any fractional Unit then credited to the Grantee’s account.




        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 Units.
The Grantee may satisfy any withholding obligation in whole or in part by electing to have
Motorola retain shares of Common Stock deliverable in connection with the Units having a Fair
Market Value on the date the Restrictions applicable to the Units lapse equal to the minimum
amount required 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 applicable
to the Units lapse as reported for the New York Stock Exchange Composite Transactions in the Wall
Street Journal, Midwest edition.



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        8. Voting and Other Rights.



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



               b. The grant of Units does not confer upon the 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 the Grantee’s employment at any time.




        9. 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 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 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 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.




        10. Nature of Award. By accepting this Award Agreement, the Grantee acknowledges his
or her understanding that 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. In addition, the Grantee hereby acknowledges that he
or she has entered into employment with Motorola or a Subsidiary 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.



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        11.  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.




        12. 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.




        13. 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.




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




        15. 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 you of the
grant of this Award (“Email Notification Date”), you agree to be bound by the foregoing terms and
conditions, the 2003 Omnibus Plan and any and all rules and regulations established by Motorola
in connection with awards issued under the 2003 Omnibus Plan. If you do not electronically accept
this Award within 30 days of the Email Notification Date you will not be entitled to the Units.




        16. 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 Motorola
Global Rewards, 1303 East Algonquin Road, Schaumburg, IL 60196 (847) 576-7885.




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