Freescale Conversion Plan of 2004



  
 Exhibit 4.4 

 
 FREESCALE CONVERSION PLAN OF 2004 
  
 1. Purposes and Introductory Statements. 
  

	 	(a)	The purposes of the Freescale Conversion Plan of 2004 (the “Plan”) are (i) to encourage outstanding individuals to accept or continue employment or service with
Freescale Semiconductor, Inc. (“Freescale” or, when referring to actions occurring following the date of the Distribution (as defined below), the “Company”) and its subsidiaries, and (ii) to furnish maximum incentive to those
persons to improve operations and increase profits and to strengthen the mutuality of interest between those persons and the Company’s stockholders by providing them stock options and other stock and cash incentives. 


 

	 	(b)	In connection with the distribution by Motorola, Inc. (“Motorola” or, when referring to actions that took place prior to the Distribution (as defined below), the
“Company”) of the common stock of Freescale owned by it (the “Distribution”), all unvested Motorola stock options held by employees of Freescale were converted into options to purchase Class A common stock of Freescale (the
“Converted Options”). 

  

	 	(c)	Shares to be issued upon exercise of the Converted Options will be delivered under this Plan. This Plan represents a consolidation and restatement of the Motorola
Compensation/Acquisition Plan of 2000, The Motorola Omnibus Incentive Plan of 2000, the Motorola Omnibus Incentive Plan of 2002, and the Motorola Omnibus Incentive Plan of 2003 (the “Former Plans”) under which the Converted Options were
originally granted. No new awards will be granted under this Plan and the terms of this Plan apply only to the Converted Options. Certain provisions of the Former Plans have been retained in this Plan for reference purposes only, even though they
have no future application given that future awards will not be made under this Plan. 

  

	 	(d)	For purposes of this Plan, and unless otherwise provided in the Plan, “common stock” or “shares” shall refer to the common stock of Motorola in connection
with any time period prior to the Distribution and shall refer to the Class A Common Stock of Freescale in connection with any time period after the Distribution. 

  
 2. Administration. The Plan will be administered by a Committee (the “Committee”) of the
Company’s Board of Directors consisting of two or more directors as the Board may designate from time to time, each of whom shall satisfy such requirements as: 
  

	 	(a)	the Securities and Exchange Commission may establish for administrators acting under plans intended to qualify for exemption under Rule 16b-3 or its successor under the
Securities Exchange Act of 1934 (the “Exchange Act”); 

  

	 	(b)	the New York Stock Exchange may establish pursuant to its rule-making authority; and 

  










	 	(c)	the Internal Revenue Service may establish for outside directors acting under plans intended to qualify for exemption under Section 162(m) of the Internal Revenue Code of
1986, as amended (the “Code”). 

  
 The
Committee shall have the authority to construe and interpret the Plan and any benefits granted thereunder, to establish and amend rules for Plan administration, to change the terms and conditions of options and other benefits at or after grant, and
to make all other determinations which it deems necessary or advisable for the administration of the Plan. The determinations of the Committee shall be made in accordance with its collective judgment as to the best interests of the Company and its
stockholders and in accordance with the purposes of the Plan. A majority of the members of the Committee shall constitute a quorum, and all determinations of the Committee shall be made by a majority of its members. Any determination of the
Committee under the Plan may be made without notice or meeting of the Committee, in writing signed by all the Committee members. The Committee may authorize one or more officers of the Company to select employees to participate in the Plan and to
determine the number of option shares and other rights to be granted to such participants, except with respect to awards to officers subject to Section 16 of the Exchange Act or officers who are or may become “covered employees” within the
meaning of Section 162(m) of the Code (“Covered Employees”) and any reference in the Plan to the Committee shall include such officer or officers. 
  
 3. Participants. Participants shall consist of current employees of Freescale and its subsidiaries who received stock options to purchase
shares of Motorola common stock that were converted in connection with the Distribution. Any corporation or other entity in which a 50% or greater interest is at the time directly or indirectly owned by Freescale shall be a subsidiary for purposes
of the Plan. Designation of a participant in any year shall not require the Committee to designate that person to receive a benefit in any other year or to receive the same type or amount of benefit as granted to the participant in any other year or
as granted to any other participant in any year. The Committee shall consider all factors that it deems relevant in selecting participants and in determining the type and amount of their respective benefits. 
  
 4. Shares Available under the Plan. There is hereby reserved
for issuance under the Plan an aggregate of 26,500,000 shares of Freescale Class A common stock. 
  
 If there is (i) a lapse, expiration, termination or cancellation of any outstanding Stock Option or other benefit prior to the issuance of shares
thereunder or (ii) a forfeiture of any shares of restricted stock or shares subject to stock awards prior to vesting, the shares subject to these options or other benefits shall be added to the shares available for benefits under the Plan. Shares
covered by a benefit granted under the Plan shall not be counted as used unless and until they are actually issued and delivered to a participant. Any shares covered by a Stock Appreciation Right shall be counted as used only to the extent shares
are actually issued to the participant upon exercise of the right. In addition, any shares retained by the Company pursuant to a participant’s tax withholding election (other than shares used to satisfy any tax obligation upon the vesting of
restricted stock or other stock awards), and any shares covered by a benefit which is settled in cash shall be added to the shares available for benefits under the Plan. All shares issued under the Plan may be either authorized and unissued shares
or issued shares reacquired by the Company. Under the Plan, no participant may receive in any calendar year 

  









 
(i) Stock Options relating to more than 3,000,000 shares, (ii) Restricted Stock or Restricted Stock Units that are subject to the attainment of Performance
Goals of Section 13 hereof relating to more than 1,500,000 shares, (iii) Stock Appreciation Rights relating to more than 3,000,000 shares, or (iv) Performance Shares relating to more than 1,500,000 shares. No non-employee director may receive in any
calendar year Stock Options relating to more than 30,000 shares or Restricted Stock Units relating to more than 30,000 shares. The shares reserved for issuance and the limitations set forth above shall be subject to adjustment in accordance with
Section 15 hereof. All of the available shares may, but need not, be issued pursuant to the exercise of Incentive Stock Options. Notwithstanding anything else contained in this Section 4, the number of shares that may be issued under the Plan for
benefits other than Stock Options or Stock Appreciation Rights shall not exceed a total of 40 million shares (subject to adjustment in accordance with Section 15 hereof). 
  
 5. Types of Benefits. Benefits under the Plan shall consist of Stock Options, Stock Appreciation Rights,
Restricted Stock, Restricted Stock Units, Performance Stock, Performance Units, Annual Management Incentive Awards and Other Stock or Cash Awards, all as described below. 
  
 6. Stock Options. Stock Options may be granted to participants, at any time as determined by the Committee.
The Committee shall determine the number of shares subject to each option and whether the option is an Incentive Stock Option. The option price for each option shall be determined by the Committee but shall not be less than 100% of the fair market
value of the Company’s common stock on the date the option is granted. Each option shall expire at such time as the Committee shall determine at the time of grant. Options shall be exercisable at such time and subject to such terms and
conditions as the Committee shall determine; provided, however, that no option shall be exercisable later than the tenth anniversary of its grant. The option price, upon exercise of any option, shall be payable to the Company in full by (a) cash
payment or its equivalent, (b) tendering previously acquired shares (held for at least six months if the Company is accounting for Stock Options using APB Opinion 25 or purchased on the open market) having a fair market value at the time of exercise
equal to the option price or certification of ownership of such previously-acquired shares, (c) delivery of a properly executed exercise notice, together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale
proceeds from the option shares or loan proceeds to pay the exercise price and any withholding taxes due to the Company, and (d) such other methods of payment as the Committee, at its discretion, deems appropriate. In no event shall the Committee
cancel any outstanding Stock Option for the purpose of reissuing the option to the participant at a lower exercise price or reduce the option price of an outstanding option. 
  









 7. Stock Appreciation Rights. Stock Appreciation Rights (“SARs”) may be granted
to participants at any time as determined by the Committee. An SAR may be granted in tandem with a Stock Option granted under this Plan or on a free-standing basis. The Committee also may, in its discretion, substitute SARs which can be settled only
in stock for outstanding Stock Options, at any time when the Company is subject to fair value accounting. The grant price of a tandem or substitute SAR shall be equal to the option price of the related option. The grant price of a free-standing SAR
shall be equal to the fair market value of the Company’s common stock on the date of its grant. An SAR may be exercised upon such terms and conditions and for the term as the Committee in its sole discretion determines; provided, however, that
the term shall not exceed the option term in the case of a tandem or substitute SAR or ten years in the case of a free-standing SAR and the terms and conditions applicable to a substitute SAR shall be substantially the same as those applicable to
the Stock Option which it replaces. Upon exercise of an SAR, the participant shall be entitled to receive payment from the Company in an amount determined by multiplying the excess of the fair market value of a share of common stock on the date of
exercise over the grant price of the SAR by the number of shares with respect to which the SAR is exercised. The payment may be made in cash or stock, at the discretion of the Committee, except in the case of a substitute SAR which may be made only
in stock. 
  
 8. Restricted Stock and Restricted Stock
Units. Restricted Stock and Restricted Stock Units may be awarded or sold to participants under such terms and conditions as shall be established by the Committee. Restricted Stock and Restricted Stock Units shall be subject to such restrictions
as the Committee determines, including, without limitation, any of the following: 
  

	 	(a)	a prohibition against sale, assignment, transfer, pledge, hypothecation or other encumbrance for a specified period; or 

  

	 	(b)	a requirement that the holder forfeit (or in the case of shares or units sold to the participant resell to the Company at cost) such shares or units in the event of
termination of employment during the period of restriction. 

  
 All restrictions shall expire at such times as the Committee shall specify. 
  
 9. Performance Stock. The Committee shall designate the participants to whom long-term performance stock (“Performance Stock”) is
to be awarded and determine the number of shares, the length of the performance period and the other terms and conditions of each such award; provided the stated performance period will not be less than 12 months. Each award of Performance Stock
shall entitle the participant to a payment in the form of shares of common stock upon the attainment of performance goals and other terms and conditions specified by the Committee. 
  
 Notwithstanding satisfaction of any performance goals, the number of shares issued under a Performance Stock award may be
adjusted by the Committee on the basis of such further consideration as the Committee in its sole discretion shall determine. However, the Committee may not, in any event, increase the number of shares earned upon satisfaction of any performance
goal by any participant who is a Covered Employee. The Committee may, in its discretion, make a cash payment equal to the fair market value of shares of common stock otherwise required to be issued to a participant pursuant to a Performance Stock
award. 
  
 10. Performance Units. The Committee
shall designate the participants to whom long-term performance units (“Performance Units”) are to be awarded and determine the number of units and the terms and conditions of each such award; provided the stated performance period will not
be less than 12 

  









 
months. Each Performance Unit award shall entitle the participant to a payment in cash upon the attainment of performance goals and other terms and
conditions specified by the Committee. 
  
 Notwithstanding the
satisfaction of any performance goals, the amount to be paid under a Performance Unit award may be adjusted by the Committee on the basis of such further consideration as the Committee in its sole discretion shall determine. However, the Committee
may not, in any event, increase the amount earned under Performance Unit awards upon satisfaction of any performance goal by any participant who is a Covered Employee and the maximum amount earned by a Covered Employee in any calendar year may not
exceed $8,500,000. The Committee may, in its discretion, substitute actual shares of common stock for the cash payment otherwise required to be made to a participant pursuant to a Performance Unit award. 
  
 11. Annual Management Incentive Awards. The Committee may
designate executive officers of the Company who are eligible to receive a monetary payment in any calendar year based on a percentage of an incentive pool equal to 5% of the Company’s consolidated operating earnings for the calendar year. The
Committee shall allocate an incentive pool percentage to each designated participant for each calendar year. In no event may the incentive pool percentage for any one participant exceed 30% of the total pool. Consolidated operating earnings shall
mean the consolidated earnings before income taxes of the Company, computed in accordance with generally accepted accounting principles, but shall exclude the effects of Special Items. Special Items shall include (i) extraordinary, unusual and/or
non-recurring items of gain or loss, (ii) gains or losses on the disposition of a business, (iii) changes in tax or accounting regulations or laws, or (iv) the effect of a merger or acquisition, as identified in the Company’s quarterly and
annual earnings releases. 
  
 As soon as possible after the
determination of the incentive pool for a Plan year, the Committee shall calculate the participant’s allocated portion of the incentive pool based upon the percentage established at the beginning of the calendar year. The participant’s
incentive award then shall be determined by the Committee based on the participant’s allocated portion of the incentive pool subject to adjustment in the sole discretion of the Committee. In no event may the portion of the incentive pool
allocated to a participant who is a Covered Employee be increased in any way, including as a result of the reduction of any other participant’s allocated portion. 
  
 12. Other Stock or Cash Awards. In addition to the incentives described in sections 6 through 11 above, the
Committee may grant other incentives payable in cash or in common stock under the Plan as it determines to be in the best interests of the Company and subject to such other terms and conditions as it deems appropriate; provided an outright grant of
stock will not be made unless it is offered in exchange for cash compensation that has otherwise already been earned by the recipient. 
  
 13. Performance Goals. Awards of Restricted Stock, Restricted Stock Units, Performance Stock, Performance Units and other incentives under
the Plan may be made subject to the attainment of performance goals relating to one or more business criteria within the meaning of Section 162(m) of the Code, including, but not limited to, cash flow; cost; ratio of debt to debt plus equity; profit
before tax; economic profit; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; earnings per share; operating earnings; economic value added; ratio of operating earnings to capital spending; free cash
flow; net profit; net sales; sales growth; price of the Company’s common stock; return on net assets, equity or stockholders’ equity; market share; or total return to stockholders (“Performance Criteria”). Any Performance
Criteria may be used to measure the performance of the Company as a whole or any business unit of the Company and may be measured relative to a peer group or index. Any Performance Criteria may include or exclude Special Items (as defined in Section
11 

  









 
above). In all other respects, Performance Criteria shall be calculated in accordance with the Company’s financial statements, generally accepted
accounting principles, or under a methodology established by the Committee prior to the issuance of an award which is consistently applied and identified in the audited financial statements, including footnotes, or the Management Discussion and
Analysis section of the Company’s annual report. However, the Committee may not in any event increase the amount of compensation payable to a Covered Employee upon the attainment of a performance goal. 
  
 14. Change in Control. Except as otherwise determined by the
Committee at the time of grant of an award, upon a Change in Control of the Company, all outstanding Stock Options and SARs shall become vested and exercisable; all restrictions on Restricted Stock and Restricted Stock Units shall lapse; all
performance goals shall be deemed achieved at target levels and all other terms and conditions met; all Performance Stock shall be delivered; all Performance Units and Restricted Stock Units shall be paid out as promptly as practicable; all Annual
Management Incentive Awards shall be paid out based on the consolidated operating earnings of the immediately preceding year or such other method of payment as may be determined by the Committee at the time of award or thereafter but prior to the
Change in Control; and all Other Stock or Cash Awards shall be delivered or paid. A “Change in Control” shall mean: 
  
 A Change in Control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Exchange Act, or any successor provision thereto, whether or not the Company is then subject to such reporting requirement; provided that, without limitation, such a Change in Control shall be deemed to have occurred if (a) any “person” or
“group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the Company’s then outstanding securities (other than the Company or any employee benefit plan of the Company; and, for purposes of the Plan, no Change in Control shall be deemed to have
occurred as a result of the “beneficial ownership,” or changes therein, of the Company’s securities by either of the foregoing), (b) there shall be consummated (i) any consolidation or merger of the Company in which the Company is not
the surviving or continuing corporation or pursuant to which shares of common stock would be converted into or exchanged for cash, securities or other property, other than a merger of the Company in which the holders of common stock immediately
prior to the merger have, directly or indirectly, at least a 65% ownership interest in the outstanding common stock of the surviving corporation immediately after the merger, or (ii) any sale, lease, exchange or other transfer (in one transaction or
a series of related transactions) of all, or substantially all, of the assets of the Company other than any such transaction with entities in which the holders of the Company’s common stock, directly or indirectly, have at least a 65% ownership
interest, (c) the stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company, or (d) as the result of, or in connection with, any cash tender offer, exchange offer, merger or other business
combination, sale of assets, proxy or consent solicitation (other than by the Board), contested election or substantial stock accumulation (a “Control Transaction”), the members of the Board immediately prior to the first public
announcement relating to such Control Transaction shall thereafter cease to constitute a majority of the Board. 
  
 15. Adjustment Provisions. 
  

	 	(a)	 If the Company shall at any time change the number of issued shares of common stock by stock dividend, stock split, spin-off, split-off, spin-out,
recapitalization, merger, consolidation, reorganization, combination, or exchange of shares, the total number of shares reserved for issuance under the Plan, the maximum number of shares which may 



  










	 	 
be made subject to an award in any calendar year, and the number of shares covered by each outstanding award and the price therefor, if any, shall be
equitably adjusted by the Committee, in its sole discretion. 


  

	 	(b)	In the event of any merger, consolidation or reorganization of the Company with or into another corporation which results in the outstanding common stock of the Company being
converted into or exchanged for different securities, cash or other property, or any combination thereof, there shall be substituted, on an equitable basis as determined by the Committee in its discretion, for each share of common stock then subject
to a benefit granted under the Plan, the number and kind of shares of stock, other securities, cash or other property to which holders of common stock of the Company will be entitled pursuant to the transaction. 

  
 16. Substitution and Assumption of Benefits. The Board of
Directors or the Committee may authorize the issuance of benefits under this Plan in connection with the assumption of, or substitution for, outstanding benefits previously granted to individuals who become employees of the Company or any subsidiary
as a result of any merger, consolidation, acquisition of property or stock, or reorganization other than a Change in Control, upon such terms and conditions as the Committee may deem appropriate. 
  
 17. Nontransferability. Each benefit granted under the Plan
shall not be transferable otherwise than by will or the laws of descent and distribution and each Stock Option and SAR shall be exercisable during the participant’s lifetime only by the participant or, in the event of disability, by the
participant’s personal representative. In the event of the death of a participant, exercise of any benefit or payment with respect to any benefit shall be made only by or to the executor or administrator of the estate of the deceased
participant or the person or persons to whom the deceased participant’s rights under the benefit shall pass by will or the laws of descent and distribution. Notwithstanding the foregoing, at its discretion, the Committee may permit the transfer
of a Stock Option by the participant, subject to such terms and conditions as may be established by the Committee. 
  
 18. Taxes. The Company shall be entitled to withhold the amount of any tax attributable to any amounts payable or shares deliverable under
the Plan, after giving the person entitled to receive such payment or delivery notice and the Company may defer making payment or delivery as to any award, if any such tax is payable until indemnified to its satisfaction. A participant may pay all
or a portion of any required withholding taxes arising in connection with the exercise of a Stock Option or SAR or the receipt or vesting of shares hereunder by electing to have the Company withhold shares of common stock, having a fair market value
equal to the amount required to be withheld. 
  
 19.
Duration, Amendment and Termination. Although no additional awards may be made under the Plan, outstanding Converted Options continue to be exercisable. The terms and conditions applicable to any outstanding option may be amended or
modified by mutual agreement between the Company and the participant, or such other person as may then have an interest therein. The Board of Directors or the Committee may amend the Plan from time to time or terminate the Plan at any time. However,
no such action shall reduce the amount of any existing award or change the terms and conditions thereof without the participant’s consent. No material amendment of the Plan shall be made without stockholder approval. 
  
 20. Fair Market Value. The fair market value of the
Company’s common stock at any time shall be determined in such manner as the Committee may deem equitable, or as required by applicable law or regulation. 
  









 21. Other Provisions. 
  

	 	(a)	The award of any benefit under the Plan may also be subject to other provisions (whether or not applicable to the benefit awarded to any other participant) as the Committee
determines appropriate, including provisions intended to comply with federal or state securities laws and stock exchange requirements, understandings or conditions as to the participant’s employment, requirements or inducements for continued
ownership of common stock after exercise or vesting of benefits, forfeiture of awards in the event of termination of employment shortly after exercise or vesting, or breach of noncompetition or confidentiality agreements following termination of
employment, or provisions permitting the deferral of the receipt of a benefit for such period and upon such terms as the Committee shall determine. 

  

	 	(b)	In the event any benefit under this Plan is granted to an employee who is employed or providing services outside the United States and who is not compensated from a payroll
maintained in the United States, the Committee may, in its sole discretion, modify the provisions of the Plan as they pertain to such individuals to comply with applicable law, regulation or accounting rules. 

  

	 	(c)	The Committee, in its sole discretion, may permit or require a participant to have amounts or shares of common stock that otherwise would be paid or delivered to the
participant as a result of the exercise or settlement of an award under the Plan credited to a deferred compensation or stock unit account established for the participant by the Committee on the Company’s books of account.


  
 22. Governing Law. The Plan and
any actions taken in connection herewith shall be governed by and construed in accordance with the laws of the state of Delaware (without regard to applicable Delaware principles of conflict of laws). 
  
 23. Approval. The Plan was adopted by the Board of Directors on
November 16, 2004. Pursuant to the rules of the New York Stock Exchange, no further shareholder approval of this Plan was required.