Form of Deferred Stock Units Agreement



 EXHIBIT 10.35 
  
 Deferred Stock Units Agreement 
  
 This Agreement made and entered into this          day of
            , 200_ by and between Motorola, Inc. (“Motorola”) and the undersigned Non-Employee Director (“Director”) of the Motorola Board of Directors
(“Board”). 
  
 Whereas, Director is acquiring the right
to receive shares of Motorola Common Stock in the future in the form of Deferred Stock Units; and 
  
 Whereas, this right to receive Deferred Stock Units is conditioned upon the Director executing and delivering to Motorola an agreement evidencing the
terms, conditions and restrictions applicable to the Deferred Stock Units. 
  
 Now Therefore, Motorola and Director mutually agree as follows: 
  
 1. The Deferred Stock Units that are subject to this Agreement are being issued to Director pursuant to the Non-Employee Directors Stock Plan
(“Directors Plan”) or the Motorola Omnibus Incentive Plan of 2003 (“2003 Plan”). The terms and conditions of the Directors Plan and the 2003 Plan shall apply to this Agreement to the extent applicable. If a term is used but not
defined, it has the meaning given such term in the applicable Directors Plan or 2003 Plan. 
  
 2. The Deferred Stock Units that are subject to this Agreement will be all of the Deferred Stock Units purchased by Director pursuant to the Plan and the Election Form executed by Director that is on file with
Motorola. 
  
 3. The Deferred Stock Units may not be sold,
assigned, transferred, pledged or encumbered by Director at any time. 
  
 4. Upon the termination of the Director’s service on the Board, the Company shall deliver to the Director a certificate representing a number of shares of Motorola Common Stock equal to the number of Deferred Stock Units then credited
to the Director’s account, plus a cash payment equal to the value of any fractional Unit so credited. 
  
 5. Upon Motorola’s payment of a dividend with respect to its Common Stock: 
  

	 	(a)	If the Director elected to receive dividends currently, the Director will receive a cash payment equal to the cash dividend the Director would have received had the Director owned a
number of shares of Motorola Common Stock equal to the number of Deferred Stock Units then credited to his or her account; or, 

  

	 	(b)	If the Director elected to receive dividend equivalents, the number of Deferred Stock Units credited to the Director shall be increased by the number obtained by dividing the amount
of dividend the Director would have received had the Director owned a number of shares of Motorola Common Stock equal to the number of Deferred Stock Units then credited to his or her account by the closing price of the Motorola Common Stock on the
day before the date of the dividend payment, as reported for the New York Stock Exchange-Composite Transaction in The Wall Street Journal, Midwest Edition. 

  









 In the event a dividend is paid in shares of stock of another company or in other property: 

 

	 	(a)	If the Director elected to receive dividends currently, the Director will receive such shares or property equal to the number of shares of that company or the amount of property
which would have been received had the Director owned a number of shares of Motorola Common Stock equal to the number of Deferred Stock Units credited to his or her account; or, 

  

	 	(b)	If the Director elected to receive dividend equivalents, the Director will be credited with the number of shares of that company or the amount of property which would have been
received had the Director owned a number of shares of Motorola Common Stock equal to the number of Deferred Stock Units credited to his or her account and any such shares and property shall be delivered to the Director upon termination of the
Director’s service on the Board. 

  
 6. If the
number of outstanding shares of Motorola Common Stock is changed as a result of stock dividend, stock split or the like without additional consideration to the Company, the number of Deferred Stock Units subject to this award shall be adjusted to
correspond to the change in the outstanding shares of Common Stock. 
  
 7. The Director shall have no rights as a stockholder of Motorola with respect to the Deferred Stock 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 Deferred Stock Units. 
  
 8.
No assets or shares of Common Stock shall be segregated or earmarked by Motorola in respect of any Deferred Stock Units granted hereunder. The grant of Deferred Stock Units hereunder shall not constitute a trust and shall be solely for the purpose
of recording an unsecured contractual obligation of the Company. 
  
 This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware except to the extent that any federal law otherwise controls. 
  
 In Witness Whereof, the parties have executed this Agreement on the date first above-written. 
  

									
	 	 	 	 	 Motorola, Inc.

				
	 	 	 	 	 By:
	 	 
	 Signature of Director
	 	 	 	 	 	 
				
	 	 	 	 	 Title:
	 	 
	 Name of Director (Please Print)
	 	 	 	 	 	 

  

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