EX-10.1






Exhibit 10.1

NQ General

2006 Plan




MOTOROLA, INC.

AWARD DOCUMENT

For the

Motorola Omnibus Incentive Plan of 2006

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” or “the Company”) is pleased to grant you options to purchase shares of
Motorola’s common stock under the Motorola Omnibus Incentive Plan of 2006 (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 Schedule




	 	 	 	 	 
	Percentage	 	Date	 
	25%
	 	 	 	 
	25%
	 	 	 	 
	25%
	 	 	 	 
	25%
	 	 	 	 





Vesting and Exercisability

You cannot exercise the Options until they have vested.



Regular Vesting — The Options will vest in accordance with the above schedule (subject to the
other terms hereof).



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 (i) the Date of Expiration as stated above or (ii) 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 Regular Vesting schedule discussed
above or to expire sooner than the Date of Expiration as stated above. Those events are as
follows:



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 first anniversary
of your termination of employment or service because of your Total and Permanent Disability or the
Date of





-1-









 







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 first 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 a “Change in Control” of the Company occurs, and the successor corporation
does not assume these Options or replace them with options that are at least comparable to these
Options, then: (i) all of your unvested Options will be fully vested and (ii) all of your Options
will be exercisable until the Date of Expiration set forth above.



Further, with respect to any Options that are assumed or replaced as described in the preceding
paragraph, such assumed or replaced options shall provide that they will be fully vested and
exercisable until the Date of Expiration set forth above if you are involuntarily terminated (for a
reason other than “Cause”) or if you quit for “Good Reason” within 24 months of the Change in
Control. For purposes of this paragraph, the terms “Change in Control”, “Cause” and “Good Reason”
are defined in the Plan.



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, or if you remain employed by a Subsidiary that is sold or whose
shares are distributed to the Motorola stockholders in a spin-off or similar transaction (a
“Divestiture”), all of your unvested Options will vest on a pro rata basis in an amount equal to
(a)(i) the total number of Options subject to this Award, multiplied by (ii) a fraction, the
numerator of which is the number of completed full months of service by the Grantee from the Date
of Grant to the employee’s date of Divestiture and the denominator of which is the number of full
months during the entire vesting period, minus (b) any Options that vested prior to the date of
Divestiture. All of your vested but not yet exercised Options will expire on the earlier of (i) 90
days after such Divestiture or (ii) the Date of Expiration stated 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 vest
on a pro rata basis in an amount equal to (a)(i) the total number of Options subject to this Award,
multiplied by (ii) a fraction, the numerator of which is the number of completed full months of
service by the Grantee from the Date of Grant to the employee’s date of termination and the
denominator of which is the number of full months during the entire vesting period, minus (b) any
Options that vested prior to the date of termination. All of your vested but not yet exercised
Options will expire on the earlier of (i) 90 days after your termination of employment or (ii) the
Date of Expiration stated 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 unvested Options will
automatically expire upon termination of your employment or service and all of your vested but not
yet exercised Options will expire on the earlier of (i) the date ninety (90) days after the date
of termination of your employment or service or (ii) the Date of Expiration stated above.



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 from which the employee has
right to return to




-2-









 







work, 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 Temporary 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
minimum withholding obligation by electing to have the plan administrator retain Option shares
having a Fair Market Value on the date of exercise equal to the amount to be withheld.



Definition of Terms

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



“Confidential Information” means information concerning the Company and its business that is not
generally known outside the Company, and includes (A) trade secrets; (B) intellectual property; (C)
the Company’s methods of operation and Company processes; (D) information regarding the Company’s
present and/or future products, developments, processes and systems, including invention
disclosures and patent applications; (E) information on customers or potential customers, including
customers’ names, sales records, prices, and other terms of sales and Company cost information; (F)
Company personnel data; (G) Company business plans, marketing plans, financial data and
projections; and (H) information received in confidence by the Company from third parties.
Information regarding products, services or technological innovations in development, in test
marketing or being marketed or promoted in a discrete geographic region, which information the
Company or one of its affiliates is considering for broader use, shall be deemed generally known
until such broader use is actually commercially implemented.



“Fair Market Value” is the closing price for a share of Motorola common stock on 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 at
www.online.wsj.com.



“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 a permanent and




-3-









 







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 date, 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 or to future employment. Nor shall this or any
such grant interfere with your right or the Company’s right to terminate such employment
relationship at any time, with or without cause, to the extent permitted by applicable laws and any
enforceable agreement between you and the Company. 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.



No Relation to Other Benefits/Termination Indemnities

Your acceptance of this award and participation under the Plan is voluntary. The value of your
stock option awarded herein is an extraordinary item of compensation outside the scope of your
employment contract, if any. As such, the stock option is not part of normal or expected
compensation for purposes of calculating any severance, resignation, redundancy, end of service
payments, bonuses, long-service awards, pension, or retirement benefits or similar payments,
notwithstanding any provision of any compensation, insurance agreement or benefit plan to the
contrary.



Agreement Following Termination of Employment

As a further condition of accepting the Options, you acknowledge and agree that for a period of one
year following your termination of employment or service, you will not hire, recruit, solicit or
induce, or cause, allow, permit or aid others to hire, recruit, solicit or induce, or to
communicate in support of those activities, any employee of Motorola or a Subsidiary who possesses
Confidential Information 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, and for a period of
one year thereafter, you will immediately inform Motorola of (i) the identity of your new employer
(or the nature of any




-4-









 







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, any and
all rules and regulations established by Motorola in connection with awards issued under the Plan,
and any additional covenants or promises Motorola may require as a condition of the grant.



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/pay_finances/awards_incentives/stock_options/plan_documents.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.





-5-