Awards Documents



 EXHIBIT 10.31 
  
 FORM OF 
 MOTOROLA, INC. 
 AWARD DOCUMENT 
 For the 
 Motorola Omnibus Incentive Plan of 2003 
 Terms
and Conditions Related to Employee Nonqualified Stock Options 
  

							
	Recipient:	  	Edward J. Zander	  	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 Motorola Omnibus Incentive Plan of 2003 (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
	 	 	 
	 	 	 
	 	 	 

  
 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, all your vested Options will then expire on the earlier of eighteen months following the ending of 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: 
  

	 	•	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 first 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 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 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. 
  
 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 Entitling you to Severance Benefits Under Section 5(a) of your Employment Agreement – If your employment or service with Motorola or a Subsidiary is terminated in a manner entitling you to
severance benefits under Section 5(a)(i) of your Employment Agreement with Motorola, dated as of December 15, 2003 (the “Employment Agreement”), your Options will be treated in the manner set forth in Section 5(a)(iii) of the Employment
Agreement. 
  
 Termination of Employment or Service Because of Serious
Misconduct or by you other than for Good Reason – If Motorola or a Subsidiary terminates your employment or service because of Serious Misconduct (as defined below) or if you voluntarily terminate employment without Good Reason
including by a Notice of Non-Renewal (as such terms are defined in your Employment Agreement), all of your Options (vested and unvested) expire upon your termination. 
  
 Termination of Employment or Service by Motorola as a Result of a Notice of Non-Renewal – If Motorola terminates your employment
or service as a result of a Notice of Non-Renewal (as defined in your Employment Agreement), 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. 
  
 Leave of Absence – 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 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. 
  
 Effect of Termination of Employment or Service – If your employment or service is
terminated during the Leave of Absence, 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 

  

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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, including the conduct described as “Cause”
under your Employment Agreement. 
  
 “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 “Disability” as defined in your Employment Agreement. 
  
 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, 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. 
  

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 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. To the extent of any inconsistency between the terms of this Award Document and the terms of your
Employment Agreement, the terms of the Employment Agreement shall govern. 
  
 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. 
  

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