EX-10.1






Exhibit
10.1




2009 Motorola Incentive Plan




Overview




The 2009 Motorola Incentive Plan has been established to retain Employees through competitive
rewards, attract premier talent, align individual efforts with business goals, and reward Employees
for strong business performance. The Plan is based on successive calendar-year performance periods
commencing 1 January 2009. The Plan is being implemented pursuant to the terms and conditions of
the Omnibus Plan. Capitalized terms are defined in the “Definitions” section below.



Eligibility




To be eligible to participate in this Plan, an individual must be:




	 	•	 	A full-time or part-time Employee of Motorola assigned to a Participating
Organization;
	 
	 	•	 	Not a participant in any other annual group incentive or bonus plan (e.g., sales
commission plans, etc.); and
	 
	 	•	 	The Employee must meet one of the following conditions:






	 	§ 	 	The Employee is active on a Company payroll as of the end of the Plan
Year;
	 
	 	§ 	 	The Employee is on a Leave of Absence as of the end of the Plan Year;
	 
	 	§ 	 	The Employee Retired from the Company during the Plan Year while
actively employed or from a Leave of Absence;
	 
	 	§ 	 	The Employee died during the Plan Year while actively employed by the Company or
while on a Leave of Absence;
	 
	 	§ 	 	The Employee separated from the Company during the Plan Year under
certain circumstances in connection with a reduction in force or
restructuring, which circumstances are described in the “Administration”
section below; or
	 
	 	§ 	 	The Employee separated from the Company during the Plan Year under certain
circumstances in connection with a Divestiture, which circumstances are described in
the “Administration” section below.




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The MIP Committee may modify the foregoing eligibility provisions to exclude groups of employees on
a country-wide or business unit/organizational basis as the MIP Committee deems necessary or
appropriate.



Award Calculation




Awards will be calculated and paid after the close of each Plan Year on which the awards are based.
The award amount will be based on Eligible Earnings, the Target Award Percentage, and the Business
and Individual Performance Factors, as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Award

	 	=
	 	Eligible

Earnings
	 	*
	 	Target Award

Percentage
	 	*
	 	Business

Performance Factor
	 	*
	 	Individual

Performance Factor






Target Award Percentages for each Plan Year for Participants who are (i) subject to Section 162(m),
(ii) subject to Section 16, or (iii) designated as a member of the Motorola Senior Leadership Team
shall be determined by the Compensation Committee. Target Award Percentages for each Plan Year for
all other Participants shall be determined by salary grade by country by the MIP Committee.



Business Performance Factors shall be based on financial and non-financial factors as may be
determined by the Compensation Committee in its complete discretion.



Individual Performance Factors are based on the performance of the Participants in contributing to
the Company’s business performance. Managers will select an Individual Performance Factor for each
Participant; provided, however, that Individual Performance Factors are limited to the range of 0x
to 1.3x. The MIP Committee may determine additional limitations and guidelines regarding the
selection of Individual Performance Factors.



Establishing Performance Measures and Goals




Annually, the Compensation Committee will establish the following for the Plan Year no later than
the 90th day of the Plan Year:




	 	•	 	Performance measures — the specific financial and/or non-financial measures that will
be used to determine the Business Performance Factors for that year, and the relative
weighting of each measure.
	 
	 	•	 	Payout scales — for Motorola and its business units, the specific performance minimums,
targets, and maximums and the corresponding percentage payout.




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The Compensation Committee will review progress against the performance measures periodically
throughout the year. At the end of the Plan Year, the Committee will review full year performance
and the corresponding management recommendations regarding each Business Performance Factor. The
Compensation Committee, in its discretion, will determine the final Business Performance Factor.



Payout Process





	 	•	 	All earned awards will be paid in cash. Payment will be made as soon as
administratively practical during the calendar year immediately following the close of a
Plan Year (unless a Participant makes an irrevocable election under any deferred
compensation arrangement subject to Section 409A of the Internal Revenue Code of 1986, as
amended, to defer payment of a portion of the Participant’s Award, in which case such
payment, if any, shall be made in accordance with such election).
	 
	 	•	 	A Participant shall have no right to any award until that award is paid.





General Provisions





	 	•	 	Awards are subject to all applicable withholding taxes and other required
deductions.
	 
	 	•	 	The Plan will not be available to Employees who are subject to the laws of any
jurisdiction which prohibits any provisions of this Plan or in which tax or other
business considerations make participation impracticable in the judgment of the MIP
Committee.
	 
	 	•	 	This Plan does not constitute a guarantee of employment nor does it restrict the
Company’s rights to terminate employment at any time or for any reason.
	 
	 	•	 	The Plan and any individual award is offered as a gratuitous award at the sole
discretion of the Company. The Plan does not create vested rights of any nature nor
does it constitute a contract of employment or a contract of any other kind. The
Plan does not create any customary concession or privilege to which there is any
entitlement from year-to-year, except to the extent required under applicable law.
Nothing in the Plan entitles an Employee to any remuneration or benefits not set
forth in the Plan nor does it restrict the Company’s rights to increase or decrease
the compensation of any Employee, except as otherwise required under applicable law.
	 
	 	•	 	Except as explicitly provided by law, the awards shall not become a part of any
employment condition, regular salary, remuneration package, contract or agreement,
but shall remain gratuitous in all respects. Awards are not to be taken into
account for




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	 	 	 	determining overtime pay, severance pay, termination pay, pay in lieu of notice, or
any other form of pay or compensation.






	 	•	 	Except as explicitly provided by law, this Plan is provided at the Company’s sole
discretion and the Compensation Committee may modify or terminate it at any time,
prospectively or retroactively, without notice or obligation for any reason. In
addition, there is no obligation to extend the Plan or establish a replacement plan
in subsequent years.
	 
	 	•	 	All awards to Covered Persons are subject to the terms and conditions of the
Recoupment Policy. The Recoupment Policy provides for determinations by the
Company’s independent directors of a Policy Restatement. In the event of a Policy
Restatement, the Company’s independent directors may require, among other things,
reimbursement of the gross amount of any bonus or incentive compensation paid to the
Covered Person hereunder on or after January 1, 2008 if and to the extent the
conditions set forth in the Recoupment Policy apply. Any determinations made by the
independent directors in accordance with the Recoupment Policy shall be binding upon
the Covered Person. 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.
	 
	 	•	 	The Plan shall not be funded in any way. The Company shall not be required to
establish any special or separate fund or to make any other segregation of assets to
assure the payment of awards. To the extent any person acquires a right to receive
payment under the Plan, such right will be no greater than the right of an unsecured
general creditor of the Company.
	 
	 	•	 	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.





Administration





	 	•	 	The Compensation Committee has the overall responsibility for administering and
amending this Plan, subject to the following:






	 	•	 	The Compensation Committee, in its discretion, can for good reason
modify the Business Performance Factors and can include or exclude
individual items from the calculation of the Business Performance
Factors.




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	 	•	 	The Compensation Committee has delegated to the MIP Committee the
authority to manage the day-to-day administration of the Plan
including without limitation the discretionary authority to (i)
administer and interpret the terms of the Plan, and (ii) amend the
Plan only as necessary to reflect any ministerial, administrative or
managerial functions; provided that any such amendment does not alter
the Business Performance Factor once established by the Compensation
Committee for any Plan Year and provided that any such amendment does
not increase the total payout under the Plan unless such increase is
minor and due to increased Target Award Percentages, additional
Participants, or other administrative changes.
	 
	 	•	 	The Compensation Committee delegates to the Co-Chief Executive
Officers of the Company the authority to jointly make reasonable and
limited adjustments to the final aggregate Business Performance
Factors, if, and only to the extent that, a Business Performance
Factor exceeds 1.2 times the applicable target level. Such
adjustments may include reduction of the final Business Performance
Factor amounts in excess of 1.2x and/or the reallocation of such
excess to the other Business Performance Factors; provided, however,
that such adjustments may not increase the cost of the Plan awards
beyond the aggregate amount generated by application of the
performance measures and payout scales approved by the Compensation
Committee.
	 
	 	•	 	The Compensation Committee will approve the final Business
Performance Factors, following a review of the underlying
calculations, including any adjustments to the performance measures
during the course of or with respect to the performance year.
	 
	 	•	 	The Compensation Committee will approve at the close of the Plan
Year the aggregate dollar payout amount.
	 
	 	•	 	Notwithstanding the foregoing, the Compensation Committee
specifically reserves to itself the authority to set the initial
Target Award Percentage and to determine any final award payment for
any Participant who is (i) subject to Section 162(m), (ii) subject to
Section 16, or (iii) designated as a member of the Motorola Senior
Leadership Team.




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	 	•	 	Any claims for payments under the Plan or any other matter relating to the Plan
must be presented in writing to the MIP Committee within 60 days after the event that
is the subject of the claim. The MIP Committee will then provide a response within
60 days, which shall be final and binding.
	 
	 	•	 	Because employee retention is an important objective of this Plan and awards do
not bear a precise relationship to time worked within the calendar year or length of
service with the Company, the following will apply to Participants who separate from
employment (payroll) prior to the end of the Plan Year:






	 	•	 	If the reason for separation is death or Retirement, whether or not the
Participant is then on a Leave of Absence, the Participant shall be eligible
for a pro rata award using Eligible Earnings for the time actually worked
during the Plan Year. Any such award payable on behalf of a deceased
Participant shall be paid to the decedent’s estate.
	 
	 	•	 	If (i) the reason for separation is a reduction in force or restructuring,
and (ii) the Participant separates from employment on or after November 1,
2008, and (iii) the Participant receives separation pay and/or benefits as
part of a group-wide voluntary or involuntary separation plan, and (iv) in
locations where the receipt of some or all of such separation pay or benefits
is conditioned on the Participant signing a release or waiver of claims
against the Company, the Participant has signed such release or waiver, and
(v) the Participant is not an appointed vice president or elected officer of
Motorola, Inc., the Participant shall be eligible for a pro rata award using
Eligible Earnings for the time actually worked during the Plan Year.
	 
	 	•	 	If the reason for separation is due to a Divestiture that requires Board of
Directors approval, then the Compensation Committee, in its discretion, shall
determine if the Participant is eligible for an award, if any. If the reason
for separation is due to a Divestiture that does not require Board of
Directors approval, then the MIP Committee shall determine, in its discretion,
if the Participant is eligible for a an award, if any.
	 
	 	•	 	For any other Participant who separates from employment prior to the end of
the Plan Year, such Employee shall not receive any award under this Plan.




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	 	•	 	A Participant on any type of Leave of Absence shall not be considered to be
actually working during the Leave of Absence for purposes of this Plan.
	 
	 	•	 	Awards for transferred, promoted or demoted Participants will be calculated using
(i) the Individual Performance Factor assigned at the end of the Plan Year and (ii)
the Target Award Percentages and Business Performance Factors prorated for the
portions of the Plan Year the Participant was assigned different target awards or was
in different Participating Organizations during the Plan Year; provided, however,
that the Target Award Percentage may not be increased without Compensation Committee
approval for any Participant who is (i) subject to Section 162(m), (ii) subject to
Section 16, or (iii) designated as a member of the Motorola Senior Leadership Team.
	 
	 	 	 	The MIP Committee may modify the foregoing administrative provisions as it
deems necessary or appropriate to apply to groups of employees on a
country-wide or business unit/organizational basis as it deems necessary or
appropriate.





Definitions




Company: Motorola, Inc. and its subsidiaries.



Compensation Committee: the Compensation and Leadership Committee of the Board of Directors.



Covered Persons: officers (as such term is defined in Rule 16a-1(f) under the Securities Exchange
Act of 1934) of the Company.



Divestiture: the sale, lease, outsourcing arrangement, spin off or similar transaction wherein a
subsidiary is sold or whose shares are distributed to the Motorola stockholders, or any other type
of asset transfer or transfer of any portion of a facility or any portion of a discrete
organizational unit of the Company or a subsidiary.



Eligible Earnings: the MIP Committee will determine Eligible Earnings for each country, consistent
with their respective legal and practical requirements. The MIP Committee may determine inclusions
and exclusions from Eligible Earnings to apply to groups of employees on a country-wide or business
unit/organizational basis as the MIP Committee deems necessary or appropriate.



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Employee: a person in an employee-employer relationship with the Company whose base wage or base
salary is processed for payment by the payroll department(s) of the Company or a subsidiary and
not by any other department of the Company. The term Employee shall exclude the following:




	 	•	 	Any independent contractor, consultant, or individual performing services for
the Company who has entered into an independent contractor or consultant
agreement;
	 
	 	•	 	Any individual performing services under an independent contractor or
consultant agreement, a purchase order, a supplier agreement or any other
agreement that the Company enters into for services;
	 
	 	•	 	Any person classified by the Company as a temporary or contract labor (such as
black badges, brown badges, contractors, contract employees, job shoppers)
regardless of the length of service; and
	 
	 	•	 	Any “leased employee” as defined in Section 414(n) of the U.S. Internal Revenue
Code of 1986, as amended.





Such individuals shall be precluded from retroactive participation in the Plan even if a court or
governmental or regulatory entity subsequently reclassifies such individuals as common law
employees of the Company on a retroactive basis.



Leave of Absence: an approved leave of absence.



MIP Committee: a committee to which the Compensation Committee may delegate certain powers and
duties as described above. Unless otherwise determined, the MIP Committee will consist of the
Senior Human Resources Officer, a senior Compensation Officer, and a senior Finance Officer. The
MIP Committee may establish self-governance procedures such as by-laws, and shall keep minutes
regarding all actions taken by the MIP Committee.



Omnibus
Plan: the Motorola Omnibus Incentive Plan of 2006, as amended, or any successor plan.



Participant: an Employee who meets the eligibility requirements set forth above.



Plan: the 2009 Motorola Incentive Plan, as amended from time to time.



Plan Year: calendar-year performance periods commencing each 1 January.



Policy Restatement: a restatement of the Company’s financial results caused by the intentional
misconduct of a Covered Person.



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Recoupment Policy: the Company’s Policy Regarding Recoupment of Incentive Payments upon Financial
Restatement, as it may be amended from time to time.



Retired or Retirement: this Plan utilizes the definition of “retiree” and retirement that appears
in the primary retirement plan covering the Participant.



Section 16: Section 16 of the Securities Exchange Act of 1934, as amended.



Section 162(m): Section 162(m) of the Internal Revenue Code, as amended.



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



Applicable Law




To the extent not preempted by federal law, or otherwise provided by local law, the Plan will be
construed in accordance with, and governed by, the laws of the state of Illinois without regard to
any state’s conflicts of laws principles. Any legal action related to this Plan shall be brought
only in a federal or state court located in Illinois.




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