exv10w4






Exhibit 10.4

RSU Agreement

Appointed AVP and Elected Officer

Electronic format

1-1-09




RESTRICTED STOCK UNIT AWARD AGREEMENT




     This Restricted Stock Unit Award (“Award”) is awarded on «Grant_date» (“Date of Grant”), by
Motorola, Inc. (the “Company” or “Motorola”) to «First_Name» «Last_Name» (the “Grantee”).



     WHEREAS, Grantee is receiving the Award under the Motorola Omnibus Incentive Plan of 2006, as
amended (the “2006 Omnibus Plan”); and



     WHEREAS, the Award is being made by the Compensation and Leadership Committee (the
“Compensation Committee”) of the Board of Directors;



     NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good
and valuable consideration, the Company hereby awards restricted stock units to Grantee on the
following terms and conditions:




	1.	 	Award of Restricted Stock Units. The Company hereby grants to Grantee a total of
«Txt_Nbr_of_Shares» («Whole_Nbr_of_Shares») Motorola restricted stock units (the “Units”)
subject to the terms and conditions set forth below and subject to adjustment as provided
in the 2006 Omnibus Plan. The Units are granted pursuant to the 2006 Omnibus Plan and are
subject to all of the terms and conditions of the 2006 Omnibus Plan.






	2.	 	Restrictions. The Units are being awarded to Grantee subject to the transfer and
forfeiture conditions set forth below (the “Restrictions”)






	 	a.	 	No Assignment. Prior to the vesting of the Units as described in
Section 3 below, Grantee may not directly or indirectly, by operation of law or
otherwise, voluntarily or involuntarily, sell, assign, pledge, encumber, charge
or otherwise transfer any of the Units still subject to Restrictions. The
Units shall be forfeited if Grantee violates or attempts to violate these
transfer Restrictions.
	 
	 	b.	 	Restricted Conduct. If Grantee engages in any of the conduct described
in subparagraphs (i) through (v) below for any reason, in addition to all
remedies in law and/or equity available to the Company or any Subsidiary (as
defined in Section 20 below), including the recovery of liquidated damages,
Grantee shall forfeit all Units (whether or not vested) and shall immediately
pay to the Company, with respect to previously vested Units, an amount equal to
(x) the per share Fair Market Value (as defined in Section 20 below) of
Motorola Common Stock (“Common Stock”) on the date on which the Restrictions
lapsed with respect to the applicable previously vested Units times (y) the
number of shares underlying such previously vested Units, without regard to any
taxes that may have been deducted from such amount. For purposes of
subparagraphs (i) through (v) below, “Company” or “Motorola” shall mean
Motorola Inc. and/or any of its Subsidiaries.






	 	(i)	 	Confidential Information. During the course of
Grantee’s employment with the Company or any Subsidiary and
thereafter, Grantee uses or discloses, except on behalf of the
Company and




 









 






	 	 	 	pursuant to the Company’s directions, any Company Confidential
Information (as defined in Section 20 below); and/or
	 
	 	(ii)	 	Solicitation of Employees. During Grantee’s
employment and for a period of one year following the termination
of Grantee’s employment for any reason, Grantee hires, recruits,
solicits or induces, or causes, allows, permits or aids others to
hire, recruit, solicit or induce, or to communicate in support of
those activities, any employee of the Company who possesses
Confidential Information (as defined in Section 20 below) of the
Company to terminate his/her employment with the Company and/or to
seek employment with Grantee’s new or prospective employer, or any
other company; and/or
	 
	 	(iii)	 	Solicitation of Customers. During Grantee’s employment and
for a period of one year following the termination of Grantee’s employment for
any reason, Grantee, directly or indirectly, on behalf of Grantee or any other
person, company or entity, solicits or participates in soliciting, products or
services competitive with or similar to products or services offered by,
manufactured by, designed by or distributed by the Company to any person,
company or entity which was a customer or potential customer for such products
or services and with which Grantee had direct or indirect contact regarding
those products or services or about which Grantee learned Confidential
Information (as defined in Section 20 below) at any time during the two years
prior to Grantee’s termination of employment with the Company; and/or
	 
	 	(iv)	 	Non-Competition regarding Products or Services. During
Grantee’s employment and for a period of one year following the termination of
Grantee’s employment for any reason, Grantee, directly or indirectly, in any
capacity, provides products or services competitive with or similar to products
or services offered by the Company to any person, company or entity which was a
customer for such products or services and with which customer Grantee had
direct or indirect contact regarding those products or services or about which
customer Grantee learned Confidential Information at any time during the one
year prior to Grantee’s termination of employment with the Company; and/or
	 
	 	(v)	 	Non-Competition regarding Activities. During Grantee’s
employment and for a period of one year following the termination of Grantee’s
employment for any reason, Grantee engages in activities which are entirely or
in part the same as or similar to activities in which Grantee engaged at any
time during the one year preceding termination of Grantee’s employment with the
Company, for any person, company or entity in connection with products,
services or technological developments (existing or planned) that are entirely
or in part the same as, similar to, or competitive with, any products, services
or technological developments (existing or planned) on which Grantee worked at
any time during the one year preceding termination of Grantee’s employment.
This paragraph applies in countries in which Grantee has physically been
present performing work for the Company at any time during the one year
preceding termination of Grantee’s employment.




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	 	c.	 	Recoupment Policy. If the Grantee is an officer subject to Section 16 of
the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) the Units are
subject to the terms and conditions of the Company’s Policy Regarding Recoupment of
Incentive Payments upon Financial Restatement (such policy, as it may be amended from
time to time, the “Recoupment Policy”). The Recoupment Policy provides for
determinations by the Company’s independent directors that, as a result of intentional
misconduct by Grantee, the Company’s financial results were restated (a “Policy
Restatement”). In the event of a Policy Restatement, the Company’s independent
directors may require, among other things (a) cancellation of any of the Units that
remain outstanding; and/or (b) reimbursement of any gains in respect of the Units, 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 Grantee. 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.






	3.	 	Vesting. Subject to the remaining terms and conditions of this Award, and provided the
Units have not been forfeited as described in Section 2 above, the Units will vest as
follows:






	 	a.	 	Vesting Period. The Units will vest as follows in accordance with
the following schedule (the applicable date, the “RSU Vesting Date”):





<<vesting schedule>>





	 	i.	 	The period from the Date of Grant through the last
vesting date set forth above is referred to as the “Restriction
Period”. Any unvested Units shall be automatically forfeited upon
the Grantee’s termination of employment with Motorola or a
Subsidiary prior to the applicable RSU Vesting Date for any reason
other than those set forth in Sections 3(b) through (e) below. The
Company will not be obligated to pay Grantee any consideration
whatsoever for forfeited Units.
	 
	 	ii.	 	If, during the Restriction Period, the Grantee
takes a Leave of Absence (as defined in Section 20 below) from
Motorola or a Subsidiary, the Units will continue to be subject to
this Award Agreement. If the Restriction Period expires while the
Grantee is on a Leave of Absence, the Grantee will be entitled to
the Units even if the Grantee has not returned to active
employment.






	 	b.	 	Change in Control. If a Change in Control of the Company occurs
and the successor corporation (or parent thereof) does not assume this
Award or replace it with a comparable award, then the Units shall be fully
vested; provided, further, that with respect to any Award that is assumed
or replaced, such assumed or replaced awards shall provide that the Award
shall be fully vested for any Participant that is involuntarily terminated
(for a reason other than “Cause”) or quits for “Good Reason” within 24
months of the Change in Control. For purposes of this paragraph, the terms
“Change of Control”, “Cause” and “Good Reason” are defined in the 2006
Omnibus Plan.
	 
	 	c.	 	Total and Permanent Disability. All unvested Units shall fully vest
upon Grantee’s termination of employment with Motorola and its Subsidiaries
due to Total and Permanent Disability (as defined in Section 20 below).




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	 	d.	 	 Death. All unvested Units shall fully vest upon Grantee’s
termination of employment with Motorola and its Subsidiaries due to death.
	 
	 	e.	 	 Certain Terminations of Employment. In the case of Termination due
to a Divestiture (as defined in Section 20 below) or if Motorola or a
Subsidiary terminates Grantee’s employment for reasons other than for
Serious Misconduct (as defined in Section 20 below) before the expiration
of the Restriction Period, and if the Units have not been forfeited as
described in Section 2 above, then the Units shall vest on a pro rata
basis in an amount equal to (a)(i) the total number of Units subject to
this Award, multiplied by (ii) a fraction, the numerator of which is the
number of completed full years of service by the Grantee from the Date of
Grant to the employee’s date of termination and the denominator of which is
the Restriction Period, minus (b) any Units that vested prior to such
Termination.






	4.	 	Delivery of Certificates or Equivalent.






	 	a.	 	Upon the vesting of the applicable Units described in Section 3 above, the
Company shall, at its election, either: (i) establish a brokerage account for the
Grantee and credit to that account the number of shares of Common Stock of the
Company equal to the number of Units that have vested; or (ii) deliver to the
Grantee a certificate representing a number of shares of Common Stock equal to the
number of Units that have vested.
	 
	 	b.	 	Subject to Section 22 the actions contemplated by clauses (i) and (ii) above
shall occur within 60 days following the date that the applicable Units vested.






	5. 	 	 Whole Shares. All Awards shall be paid in whole shares of Common Stock; no fractional shares shall be credited or delivered to Grantee.
	 
	6.	 	Adjustments. The Units shall be subject to adjustment as provided in Section 16 of the
2006 Omnibus Plan.
	 
	7.	 	Dividends. No dividends (or dividend equivalents) shall be paid with respect to Units
credited to the Grantee’s account.
	 
	8.	 	Withholding Taxes. The Company is entitled to withhold applicable taxes for the
respective tax jurisdiction attributable to this Award or any payment made in connection
with the Units. With respect to a Grantee who is not subject to Section 16 of the
Exchange Act the Company, in its sole discretion, may satisfy its tax withholding
responsibilities, in whole or in part, by either (i) electing to withhold a sufficient
number of shares of Common Stock otherwise deliverable in connection with the applicable
vesting Units, the Fair Market Value of which shall be determined on the applicable RSU
Vesting Date in accordance with Section 20 below, to satisfy the Grantee’s minimum
statutory tax withholding obligation or (ii) requiring the Grantee to pay, by cash or
certified check, the amount necessary to satisfy the Grantee’s minimum statutory tax
withholding obligation. With respect to a Grantee who is subject to Section 16 of the
Exchange Act, such Grantee may satisfy any minimum statutory withholding obligation, in
whole or in part, by either (i) electing to have the Company withhold a sufficient number
of shares of Common Stock otherwise deliverable in connection with the applicable vesting
Units, the Fair Market Value of which shall be determined on the applicable RSU Vesting
Date in accordance with Section 20 below, to satisfy such Grantee’s




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	 	 	minimum statutory tax withholding obligation or (ii) paying, by cash or certified check,
the amount necessary to satisfy such Grantee’s minimum statutory tax withholding
obligation.
	 
	9.	 	Voting and Other Rights.






	 	a.	 	Grantee shall have no rights as a stockholder of the Company in
respect of the Units, including the right to vote and to receive cash
dividends and other distributions until delivery of certificate or
equivalent representing shares of Common Stock in satisfaction of the
Units.
	 
	 	b. 	 	 The grant of Units does not confer upon Grantee any right to
continue in the employ of the Company or a Subsidiary (as defined in
Section 20 below) or to interfere with the right of the Company or a
Subsidiary, to terminate Grantee’s employment at any time.






	10.	 	Funding. No assets or shares of Common Stock shall be segregated or earmarked by the Company
in respect of any Units awarded hereunder. The grant of Units hereunder shall not constitute
a trust and shall be solely for the purpose of recording an unsecured contractual obligation
of the Company.
	 
	11.	 	Nature of Award. By accepting this Award Agreement, the Grantee acknowledges his or her
understanding that






(a) the grant of Units under this Award Agreement is completely at the discretion of
Motorola, and that Motorola’s decision to make this Award in no way implies that similar
awards may be granted in the future or that Grantee has any guarantee of future employment;




(b) neither this nor any such grant shall interfere with Grantee’s 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 Grantee and the
Company.




(c) Grantee has entered into employment with Motorola or a Subsidiary (as defined in
Section 20 below) upon terms that did not include this Award or similar awards, that his or
her decision to continue employment is not dependent on an expectation of this Award or
similar awards, and that any amount received under this Award is considered an amount in
addition to that which the Grantee expects to be paid for the performance of his or her
services;




(d) Grantee’s acceptance of this Award is voluntary; and




(e) the Award 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.




	12.	 	Acknowledgements. With respect to the subject matter of subparagraphs 2b (i) through (v)
and Sections 18 and 19 hereof, this Agreement (as defined in Section 20) is the entire
agreement with the Company. No waiver of any breach of any provision of this Agreement by
the Company shall be construed to be a waiver of any succeeding breach or as a
modification of such provision. The provisions of this Agreement shall be severable and
in the event that any provision of this Agreement shall be found by any court as specified
in Section 19 below to be unenforceable, in whole or in part, the remainder of this
Agreement shall nevertheless be enforceable and binding on the parties. Grantee hereby
agrees that the




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	 	 	court may modify any invalid, overbroad or unenforceable term of this Agreement so that
such term, as modified, is valid and enforceable under applicable law. Further, by
accepting any Award under this Agreement, Grantee affirmatively states that she or he
has not, will not and cannot rely on any representations not expressly made herein.
	 
	13.	 	Motorola Assignment Rights. Motorola shall have the right to assign this Award Agreement,
which shall not affect the validity or enforceability of this Award Agreement. This Award
Agreement shall inure to the benefit of assigns and successors of Motorola.
	 
	14.	 	Waiver. The failure of the Company to enforce at any time any provision of this Award
Agreement shall in no way be construed to be a waiver of such provision or any other
provision hereof.
	 
	15.	 	Actions by the Compensation Committee. The Compensation Committee may delegate its
authority to administer this Award Agreement. The actions and determinations of the
Compensation Committee or its delegate shall be binding upon the parties.
	 
	16.	 	Agreement Following Termination of Employment.






	 	a.	 	Grantee agrees that upon termination of employment with Motorola or a
Subsidiary (as defined in Section 20 below), Grantee will immediately inform Motorola
of: (i) the identity of any new employer (or the nature of any start-up business or
self-employment); (ii) Grantee’s new title; and (iii) Grantee’s job duties and
responsibilities.
	 
	 	b 	 	Grantee hereby authorizes Motorola or a Subsidiary to provide a copy of this
Award Agreement to Grantee’s new employer. Grantee further agrees to provide
information to Motorola or a Subsidiary as may from time to time be requested in order
to determine his or her compliance with the terms hereof.






	17.	 	Consent to Transfer Personal Data. By accepting this award, Grantee voluntarily
acknowledges and consents to the collection, use, processing and transfer of personal data
as described in this Section. Grantee is not obliged to consent to such collection, use,
processing and transfer of personal data. However, failure to provide the consent may
affect Grantee’s ability to participate in the 2006 Omnibus Plan. Motorola, its
Subsidiaries and Grantee’s employer hold certain personal information about the Grantee,
that may include his/her name, home address and telephone number, date of birth, social
security number or other employee identification number, salary grade, hire data, salary,
nationality, job title, any shares of stock held in Motorola, or details of all restricted
stock units or any other entitlement to shares of stock awarded, canceled, purchased,
vested, or unvested, for the purpose of managing and administering the 2006 Omnibus Plan
(“Data”). Motorola and/or its Subsidiaries will transfer Data among themselves as
necessary for the purpose of implementation, administration and management of Grantee’s
participation in the 2006 Omnibus 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 2006 Omnibus Plan. These recipients may be located
throughout the world, including the United States. Grantee authorizes them to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the purposes
of implementing, administering and managing Grantee’s participation in the 2006 Omnibus
Plan, including any requisite transfer of such Data as may be required for the
administration of the 2006 Omnibus Plan and/or the subsequent holding of shares of stock
on the Grantee’s behalf to a broker or other third party with whom the Grantee may elect
to deposit any shares of stock acquired pursuant to the 2006 Omnibus Plan. Grantee may,
at any time, review Data, require any necessary




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	 	 	amendments to it or withdraw the consents herein in writing by contacting Motorola;
however, withdrawing consent may affect the Grantee’s ability to participate in the 2006
Omnibus Plan.
	 
	18.	 	Remedies for Breach. Grantee hereby acknowledges that the harm caused to the Company by
the breach or anticipated breach of subparagraphs 2b(i), (ii), (iii), (iv) and/or (v) of
this Award Agreement will be irreparable and further agrees the Company may obtain
injunctive relief against the Grantee in addition to and cumulative with any other legal
or equitable rights and remedies the Company may have pursuant to this Agreement, any
other agreements between the Grantee and the Company for the protection of the Company’s
Confidential Information (as defined in Section 20 below) or law, including the recovery
of liquidated damages. Grantee agrees that any interim or final equitable relief entered
by a court of competent jurisdiction, as specified in Section 19 below, will, at the
request of the Company, be entered on consent and enforced by any such court having
jurisdiction over the Grantee. This relief would occur without prejudice to any rights
either party may have to appeal from the proceedings that resulted in any grant of such
relief.
	 
	19.	 	Governing Law. All questions concerning the construction, validity and interpretation of
this Award shall be governed by and construed according to the law of the State of
Illinois without regard to any state’s conflicts of law principles. Any disputes
regarding this Award or Award Agreement shall be brought only in the state or federal
courts of Illinois.
	 
	20.	 	Definitions. Any capitalized terms used herein that are not otherwise defined below or
elsewhere in this Award Agreement shall have the same meaning provided under the 2006
Omnibus Plan.






	 	a.	 	“Confidential Information” means information concerning the Company and its
business that is not generally known outside the Company, and includes (1) trade
secrets; (2) intellectual property; (3) the Company’s methods of operation and
Company processes; (4) information regarding the Company’s present and/or future
products, developments, processes and systems, including invention disclosures and
patent applications; (5) information on customers or potential customers, including
customers’ names, sales records, prices, and other terms of sales and Company cost
information; (6) Company personnel data; (7) Company business plans, marketing
plans, financial data and projections; and (8) 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 not generally known
until such broader use is actually commercially implemented.
	 
	 	b.	 	“Fair Market Value” for this purpose shall be the closing price for a share of
Common Stock on the RSU Vesting Date, as reported for the New York Stock Exchange-
Composite Transactions in the Wall Street Journal at www.online.wsj.com. In the event
the New York Stock Exchange is not open for trading on the RSU Vesting Date, or if the
Common Stock does not trade on such day, Fair Market Value for this purpose shall be
the closing price of the Common Stock on the last trading day prior to the RSU Vesting
Date.




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	 	c.	 	“Leave of Absence” means an approved leave of absence from Motorola or a
Subsidiary from which the employee has a right to return to work, as determined by
Motorola.
	 
	 	d.	 	“Serious Misconduct” for purposes of this Award Agreement 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.
	 
	 	e.	 	“Subsidiary” is any corporation or other entity in which a 50 percent or
greater interest is held directly or indirectly by Motorola and which is
consolidated for financial reporting purposes.
	 
	 	f.	 	“Termination due to a Divestiture” for purposes of this Award Agreement
means if Grantee accepts 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 Grantee remains 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”).
	 
	 	g. 	 	 “Total and Permanent Disability” means for: (i) 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 total
disability under a state workers compensation statute; or for (ii) Non-U.S.
employees: as established by applicable Motorola policy or as required by local
regulations.






	21.	 	Additional Terms for Non-U.S. Employees.






	 	a.	 	Repatriation of payments. As a condition to this Award, Grantee agrees to
repatriate all payments attributable to the Units acquired under the 2006 Omnibus
Plan in accordance with Grantee’s local foreign exchange rules and regulations. In
addition, Grantee also agrees to take any and all actions, and consents to any and
all actions taken by the Company and its local Subsidiaries, as may be required to
allow the Company and its local Subsidiaries to comply with local foreign exchange
rules and regulations.
	 
	 	b.	 	Fringe Benefit Tax India. As a condition to the grant of Grantee’s Units
and subject to any limitations imposed under local law and in the Company’s sole
discretion, the Company and/or its local Subsidiaries are hereby expressly
authorized to deduct the appropriate fringe benefit tax from Grantee’s salary or
any other cash payments due Grantee as reimbursement of the fringe benefit, or may
withhold a sufficient number of whole Shares otherwise deliverable to Grantee upon
vesting of Grantee’s Units to satisfy the appropriate fringe benefit tax that is
reimbursable to the Company and/or its local Subsidiaries.






	22.	 	409A Compliance Applicable Only to Grantees Subject to U.S. Tax.
Notwithstanding any provision in this Award to the contrary, if the Grantee is a
“specified employee” (certain officers of Motorola within the meaning of Treasury
Regulation Section 1.409A-1(i) and using the identification methodology selected by
Motorola from time to time) on the date of the Grantee’s termination of employment,
any payment which would be considered “nonqualified deferred compensation” within the
meaning of Section 409A of




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	 	 	the Internal Revenue Code of 1986, as amended (the “Code”), that the Grantee is
entitled to receive upon termination of employment and which otherwise would be paid
or delivered during the six month period immediately following the date of the
Grantee’s termination of employment will instead be paid or delivered on the earlier
of (i) the first day of the seventh month following the date of the Grantee’s
termination of employment and (ii) death. Notwithstanding any provision in this
Award that requires the Company to pay or deliver payments with respect to Units
upon vesting (or within 60 days following the date that the applicable Units vest)
if the event that causes the applicable Units to vest is not a permissible payment
event as defined in Section 409A(a)(2) of the Code, then the payment with respect to
such Units will instead be paid or delivered on the earlier of (i) the specified
date of payment or delivery originally provided for such Units and (ii) the date of
the Grantee’s termination of employment (subject to any delay required by the first
sentence of this paragraph). Payment shall be made within 60 days following the
applicable payment date. For purposes of determining the time of payment or delivery
of any payment the Grantee is entitled to receive upon termination of employment,
the determination of whether the Grantee has experienced a termination of employment
will be determined by Motorola in a manner consistent with the definition of
“separation from service” under the default rules of Section 409A of the Code.
	 
	23. 	 	 Acceptance of Terms and Conditions. By electronically accepting this Award within 30
days after the date of the electronic mail notification by the Company to Grantee of the
grant of this Award (“Email Notification Date”), Grantee agrees to be bound by the
foregoing terms and conditions, the 2006 Omnibus Plan, and any and all rules and
regulations established by Motorola in connection with awards issued under the 2006
Omnibus Plan. If Grantee does not electronically accept this Award within 30 days of the
Email Notification Date, Grantee will not be entitled to the Units.
	 
	24.	 	Plan Documents. The 2006 Omnibus Plan and the Prospectus for the 2006 Omnibus Plan are
available at
http://myhr.mot.com/pay_finances/awards_incentives/stock_options/plan_documents.jsp or
from Global Rewards, 1303 East Algonquin Road, Schaumburg, IL 60196 (847) 576-7885.






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