Form of Motorola, Inc. Award Document




							
	 	  	 	  	 	  	EXHIBIT 10.10
	 	  	 	  	 	  	 Standard NQ
 Rev 7-04


  
 MOTOROLA, INC.

 AWARD DOCUMENT 
  
 Terms and Conditions Related to Employee Nonqualified Stock Options 
  

									
					
	 Recipient:
	 	 	 	 	 	Date of Expiration:	 	 
					
	 Commerce ID#:
	 	 	 	 	 	Number of Options:	 	 
					
	 Date of Grant:
	 	 	 	 	 	Exercise Price:	 	 
	 	 	 	 	 	 	 	 	 

  
 Motorola, Inc. (“Motorola”)
is pleased to grant you options to purchase shares of Motorola’s common stock under the [define plan](the “Plan”). The number of options (“Options”) awarded to you and the Exercise Price per Option, which is the Fair Market
Value on the Date of Grant, are stated above. Each Option entitles you to purchase one share of Motorola’s common stock on the terms described below and in the Plan. 
  
 Vesting and Exercisability 
  
 You cannot exercise the Options until they have vested. 
  
 Regular Vesting – The Options will vest in accordance with the following schedule (subject to the other terms hereof): 
  

							
	 Percent

	  	 Date

	  	 	  	 
	 25%
	  	                         ,
200  	  	 	  	 
	 25%
	  	                         ,
200  	  	 	  	 
	 25%
	  	                         ,
200  	  	 	  	 
	 25%
	  	                         ,
200  	  	 	  	 

  
 Special Vesting – You may
be subject to the Special Vesting Dates described below if your employment or service with Motorola or a Subsidiary (as defined below) terminates. 
  
 Exercisability – You may exercise Options at any time after they vest and before they expire as described below. 
  
 Expiration 
  
 All Options expire on the earlier of (1) the Date of Expiration as stated above or (2) any of the Special Expiration Dates described below.
Once an Option expires, you no longer have the right to exercise it. 
  
 Special Vesting Dates and Special Expiration Dates 
  
 There are events that cause your Options to vest sooner than the schedule discussed above or to expire sooner than the Date of Expiration as stated above. Those events are as follows: 
  
 Retirement – If your employment or service with Motorola or a Subsidiary is ended
because of your Retirement, Options that were granted at least one year prior to your Retirement that are not vested will automatically become fully vested upon your Retirement. Any remaining unvested Options will be forfeited. All your vested
Options will then expire on the earlier of the third anniversary of ending your employment or service because of your Retirement or the Date of Expiration stated above. Retirement means (only for purposes of this Option) your retirement from
Motorola or a Subsidiary as follows: 
  

	 	(i)	Retiring at or after age 55 with 20 years of service; 

  

	 	(ii)	Retiring at or after age 60 with 10 years of service; 

  

	 	(iii)	Retiring at or after age 65, without regard to years of service. 

  
 Disability – If your employment or service with Motorola or a Subsidiary is terminated because of your Total and Permanent Disability (as defined below),
Options that are not vested will automatically become fully vested upon your termination of employment or service. All your Options will then expire on the earlier of the third anniversary of your termination of employment or service because of your
Total and Permanent Disability or the Date of 

  









 
Expiration stated above. Until that time, the Options will be exercisable by you or your guardian or legal representative. 
  
 Death – If your employment or service with Motorola or a Subsidiary is terminated
because of your death, Options that are not vested will automatically become fully vested upon your death. All your Options will then expire on the earlier of the third anniversary of your death or the Date of Expiration stated above. Until that
time, with written proof of death and inheritance, the Options will be exercisable by your legal representative, legatees or distributees. 
  
 Change In Control – If there is a Change In Control of Motorola (as defined in the Plan), all the unvested Options will automatically become fully vested as
described in the Plan. If Motorola or a Subsidiary terminates your employment or service other than for Serious Misconduct within two years of consummation of a Change In Control, all of your vested Options will be exercisable until the Date of
Expiration stated above. 
  
 Termination of Employment or Service Because of
Serious Misconduct – If Motorola or a Subsidiary terminates your employment or service because of Serious Misconduct (as defined below) all of your Options (vested and unvested) expire upon your termination. 
  
 Change in Employment in Connection with a Divestiture – If you accept 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 (a
“Divestiture”), all of your unvested Options will automatically expire upon termination in direct connection with a Divestiture and your vested Options will expire 12 months after such Divestiture or such shorter period remaining until
expiration as set forth above. 
  
 Termination of Employment or Service by
Motorola or a Subsidiary Other than for Serious Misconduct or a Divestiture– If Motorola or a Subsidiary on its initiative, terminates your employment or service other than for Serious Misconduct or a Divestiture, all of your
unvested Options will automatically expire upon termination and your vested Options will expire twelve months after your termination of employment or such shorter period remaining until expiration as set forth above. 
  
 Termination of Employment or Service for any Other Reason than Described Above –
If your employment or service with Motorola or a Subsidiary terminates for any reason other than that described above, including voluntary resignation of your employment or service, all of your Options (vested and unvested) will automatically expire
on the date of termination. 
  
 Leave of Absence/Temporary Layoff

  
 If you take a Leave of Absence from Motorola or a Subsidiary that
your employer has approved in writing in accordance with your employer’s Leave of Absence Policy and which does not constitute a termination of employment as determined by Motorola, or you are placed on Temporary Layoff (as defined below) by
Motorola or a Subsidiary the following will apply: 
  
 Vesting of Options
– Options will continue to vest in accordance with the vesting schedule set forth above. 
  
 Exercising Options – You may exercise Options that are vested or that vest during the leave of absence or layoff. 
  
 Effect of Termination of Employment or Service – If your employment or service is terminated during the Leave of Absence or Temporary Layoff, the treatment of
your Options will be determined as described under “Special Vesting Dates and Special Expiration Dates” above. 
  
 Other Terms 
  
 Method of Exercising – You must follow the procedures for exercising options established by Motorola from time to time. At the time of exercise, you must pay the Exercise Price for all of the Options being
exercised and any taxes that are required to be withheld by Motorola or a Subsidiary in connection with the exercise. Options may not be exercised for less than 50 shares unless the number of shares represented by the Option is less than 50 shares,
in which case the Option must be exercised for the remaining amount. 
  
 Transferability – Unless the Committee provides, Options are not transferable other than by will or the laws of descent and distribution. 
  
 Tax Withholding – Motorola or a Subsidiary is entitled to withhold an amount equal to the required minimum statutory withholding taxes for the 

  









 
respective tax jurisdictions attributable to any share of common stock deliverable in connection with the exercise of the Options. You may satisfy any
withholding obligation in whole or in part by electing to have Motorola retain Option shares having a Fair Market Value on the date of exercise equal to the minimum amount required to be withheld. 
  
 Definition of Terms 
  
 If a term is used but not defined, it has the meaning given such term in the Plan.

  
 “Fair Market Value” is the closing price for a share of Motorola
common stock on the last trading day before the date of grant or date of exercise, whichever is applicable. The official source for the closing price is the New York Stock Exchange Composite Transaction as reported in the Wall Street Journal,
Midwest edition. 
  
 “Serious Misconduct” 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. 
  
 “Subsidiary” means an entity of which Motorola owns directly or indirectly at least 50% and that Motorola consolidates for financial reporting purposes.

  
 “Total and Permanent Disability” means for (x) 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 permanent total disability under a state workers compensation statute and (y) non-U.S. employees, as
established by applicable Motorola policy or as required by local regulations. 
  
 “Temporary Layoff” means a layoff or redundancy that is communicated as being for a period of up to twelve months and as including a right to recall under defined circumstances. 
  
 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, salary grade, hire data, nationality, job title, any shares of stock held in Motorola, or details of all options 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. 
  
 Acknowledgement of Discretionary Nature of the Plan; No Vested Rights

  
 You acknowledge and agree that the Plan is discretionary in nature
and limited in duration, and may be amended, cancelled, or terminated by Motorola or a Subsidiary, in its sole discretion, at any time. The grant of awards under the Plan is a one-time benefit and does not create any contractual or other right to
receive an award in the future. Future grants, if any, will be at the sole discretion of Motorola, including, but not limited to, the timing of any grant, the amount of the award, vesting provisions, and the exercise price. 
  
 Agreement Following Termination of Employment 
  
 As a further condition of accepting the Options, you acknowledge and agree that for a period
of two years following your termination of employment or service, you will not recruit, solicit or induce, or cause, allow, permit or aid others to recruit, solicit or induce, or to communicate in support of those activities, any employee of
Motorola or a Subsidiary to terminate his/her employment with Motorola or a Subsidiary 

  









 
and/or to seek employment with your new or prospective employer, or any other company. 
  
 You agree that upon termination of employment with Motorola or a Subsidiary, you will immediately inform Motorola of (i) the identity of
your new employer (or the nature of any start-up business or self-employment), (ii) your new title, and (iii) your job duties and responsibilities. You hereby authorize Motorola or a Subsidiary to provide a copy of this Award Document to your new
employer. You further agree to provide information to Motorola or a Subsidiary as may from time to time be requested in order to determine your compliance with the terms hereof. 
  
 Substitute Stock Appreciation Right 
  
 Motorola reserves the right to substitute a Stock Appreciation Right for your Option in the event certain changes are made in the accounting treatment of stock options.
Any substitute Stock Appreciation Right shall be applicable to the same number of shares as your Option and shall have the same Date of Expiration, Exercise Price, and other terms and conditions. Any substitute Stock Appreciation Right may be
settled only in Common Stock. 
  
 Acceptance of Terms and Conditions

  
 By accepting the Options, you agree to be bound by these terms and
conditions, the Plan and any and all rules and regulations established by Motorola in connection with awards issued under the Plan. 
  
 Other Information about Your Options and the Plan 
  
 You can find other information about options and the Plan on the Motorola website http://myhr.mot.com/finances/stock_options/index.jsp If you do not have access to the
website, please contact Motorola Global Rewards, 1303 E. Algonquin Road, Schaumburg, IL 60196 USA; 
 GBLRW01@Motorola.com; 847-576-7885; for an order form to
request Plan documents.