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                                                                   EXHIBIT 10.11

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                         GENERAL INSTRUMENT CORPORATION
                             ANNUAL INCENTIVE PLAN
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                         GENERAL INSTRUMENT CORPORATION

                             ANNUAL INCENTIVE PLAN

1. PURPOSE

    The purpose of the Annual Incentive Plan (the "Plan") is to enhance General
Instrument Corporation's ability to attract, reward, and retain employees, to
strengthen employee commitment to the success of the Company and to align their
interests with those of the Company's stockholders by providing additional
variable compensation, based on the achievement of performance objectives, to
employees who do not participate in a sales incentive plan or other similar plan
of the Company. To this end, the Plan provides a means of annually rewarding
participants based on the performance of the Company and its Business Units and,
where appropriate, on their own personal performance.

2. DEFINITIONS

    "Award" shall mean the incentive award earned by a Participant under the
Plan for any Performance Period.

    "Base Salary" shall mean the Participant's base salary earned in a
Performance Period. Base Salary does not include Awards under this Plan or any
other short term or long term incentive plan; imputed income from such programs
as group-term life insurance; or non-recurring earnings, such as moving
expenses, and is based on salary earnings before reductions for such items as
deferrals under Company-sponsored deferred compensation plans, contributions
under Section 401(k) of the Code, and contributions to flexible spending
accounts under Section 125 of the Code.

    "Beneficial Owner," "Beneficially Owned" and "Beneficially Owning" shall
have the meanings applicable under Rule 13d-3 promulgated under the 1934 Act.

    "Business Unit" shall mean either the Company, a strategic business unit,
central function, regional group or other unit of classification, as specified
by the Committee or the CEO, as applicable.

    "CEO" shall mean the Chief Executive Officer of the Company.

    "Change of Control" means, any of the following:

        (i) the acquisition by any Person other than Instrument Partners or
    Forstmann Little & Co. Subordinated Debt and Equity Management Buyout
    Partnership-IV or any of their affiliates (collectively, the "Forstmann
    Little Companies") of Beneficial Ownership of Voting Securities which, when
    added to the Voting Securities then Beneficially Owned by such Person, would
    result in such Person Beneficially Owning (A) 33% or more of the combined
    Voting Power of General Instrument's then outstanding Voting Securities and
    (B) a number of Voting Securities greater than the aggregate number of
    Voting Securities then Beneficially Owned by the Forstmann Little Companies;
    PROVIDED, HOWEVER, that for purposes of this paragraph (i), a Person shall
    not be deemed to have made an acquisition of Voting Securities if such
    Person: (1) acquires Voting Securities as a result of a stock split, stock
    dividend or other corporate restructuring in which all stockholders of the
    class of such Voting Securities are treated on a pro rata basis; (2)
    acquires the Voting Securities directly from General Instrument; (3) becomes
    the Beneficial Owner of 33% or more of the combined Voting Power of General
    Instrument's then outstanding Voting Securities solely as a result of the
    acquisition of Voting Securities by General Instrument or any Subsidiary
    which, by reducing the number of Voting Securities outstanding, increases
    the proportional number of shares Beneficially Owned by such Person,
    provided that if (x) a Person would own at least such percentage as a result
    of the acquisition by General Instrument or any Subsidiary and (y) after
    such acquisition by General Instrument or any Subsidiary, such Person
    acquires Voting Securities, then an acquisition of Voting Securities shall
    have

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    occurred; (4) is General Instrument or any corporation or other Person of
    which a majority of its voting power or its equity securities or equity
    interest is owned directly or indirectly by General Instrument (a
    "Controlled Entity"); or (5) acquires Voting Securities in connection with a
    "Non-Control Transaction" (as defined in paragraph (iii) below); or

        (ii) the individuals who, as of the Effective Date, are members of the
    Board (the "Incumbent Board") ceasing for any reason to constitute at least
    two-thirds of the Board; PROVIDED, HOWEVER, that if either the election of
    any new director or the nomination for election of any new director by
    General Instrument's stockholders was approved by a vote of at least
    two-thirds of the Incumbent Board prior to such election or nomination, such
    new director shall be considered as a member of the Incumbent Board;
    PROVIDED FURTHER, HOWEVER, that no individual shall be considered a member
    of the Incumbent Board if such individual initially assumed office as a
    result of either an actual or threatened "Election Contest" (as described in
    Rule 14a-11 promulgated under the 1934 Act) or other actual or threatened
    solicitation of proxies or consents by or on behalf of a Person other than
    the Board (a "Proxy Contest") including by reason of any agreement intended
    to avoid or settle any Election Contest or Proxy Contest; or

        (iii) approval by stockholders of General Instrument of :

           (A) a merger, consolidation or reorganization involving General
       Instrument (a "Business Combination"), unless:

               (1) the stockholders of General Instrument, immediately before
           the Business Combination, own, directly or indirectly immediately
           following the Business Combination, at least a majority of the
           combined voting power of the outstanding voting securities of the
           corporation resulting from the Business Combination (the "Surviving
           Corporation") in substantially the same proportion as their ownership
           of the Voting Securities immediately before the Business Combination,
           and

               (2) the individuals who were members of the Incumbent Board
           immediately prior to the execution of the agreement providing for the
           Business Combination constitute at least a majority of the members of
           the Board of Directors of the Surviving Corporation, and

               (3) no Person (other than General Instrument or any Controlled
           Entity, a trustee or other fiduciary holding securities under one or
           more employee benefit plans or arrangements (or any trust forming a
           part thereof) maintained by General Instrument, the Surviving
           Corporation or any Controlled Entity, or any Person who, immediately
           prior to the Business Combination, had Beneficial Ownership of 33% or
           more of the then outstanding Voting Securities) has Beneficial
           Ownership of 33% or more of the combined voting power of the
           Surviving Corporation's then outstanding voting securities (a
           Business Combination satisfying the conditions of clauses (1), (2)
           and (3) of this subparagraph (A) shall be referred to as a
           "Non-Control Transaction");

           (B) a complete liquidation or dissolution of General Instrument; or

           (C) the sale or other disposition of all or substantially all of the
       assets of General Instrument (other than a transfer to a Controlled
       Entity).

    Notwithstanding the foregoing, a Change of Control shall not be deemed to
occur solely because 33% or more of the then outstanding Voting Securities is
Beneficially Owned by (x) a trustee or other fiduciary holding securities under
one or more employee benefit plans or arrangements (or any trust forming a part
thereof) maintained by General Instrument or any Controlled Entity or (y) any
corporation which, immediately prior to its acquisition of such interest, is
owned directly or indirectly by the stockholders of General Instrument in the
same proportion as their ownership of stock in General Instrument immediately
prior to such acquisition.

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    "Code" shall mean the Internal Revenue Code of 1986, as amended.

    "Committee" shall mean the Compensation Committee of the Board. The
Committee shall consist of two or more persons appointed by the Board, all of
whom shall be "outside directors" as defined under Section 162(m) of the Code
and related Treasury regulations.

    "Company" shall mean General Instrument and any Subsidiary which is
authorized by the Board to adopt the Plan and cover its Employees and whose
designation as such has become effective upon acceptance of such status by the
board of directors of the Subsidiary. A Subsidiary, with the permission of the
Committee, may alter the manner in which Awards are determined under the Plan by
so specifying the modifications in its acceptance of the terms of the Plan and
may revoke its acceptance of such designation at any time, but until such
acceptance has been revoked, all the provisions of the Plan and amendments
thereto (except to the extent modified as specified above) shall apply to the
Employees of the Subsidiary. In the event the designation is revoked by the
board of directors of the Subsidiary, the Plan shall be deemed terminated only
with respect to such Subsidiary.

    "Disability" shall mean total disability, as provided in the Company's
long-term disability plan.

    "Effective Date" shall mean February 18, 1998.

    "Employee" shall mean any individual employed by the Company or any of its
Subsidiaries on a regular full-time (regular schedule equal to or greater than
32 hours per week) basis, other than an individual employed by the Company
pursuant to a collective bargaining agreement unless such agreement specifically
provides for participation in the Plan. Individuals employed by the Company in a
casual or temporary capacity (I.E., those hired for a specific job of limited
duration), individuals characterized as "leased employees," within the meaning
of Section 414 of the Code, or individuals characterized by the Company as
"independent contractors" with whom the Company has entered into a contract, no
matter how characterized by the Internal Revenue Service, other governmental
agency or a court, shall not be considered "Employees" for the purposes of the
Plan. Any change of characterization of an individual shall take effect on the
actual date of such change without regard to any retroactive recharacterization.

    "General Instrument" shall mean General Instrument Corporation, a Delaware
corporation, and its successors and assigns.

    "1934 Act" shall mean the Securities Exchange Act of 1934, as amended.

    "Officer" shall mean an officer of the Company elected by the Board.

    "Operational Target Award Earned," for any Performance Period, shall mean
the percentage based on the achievement of the Operational Targets as determined
in accordance with Section 5 of the Plan.

    "Operational Targets," for any Performance Period, shall mean the financial
performance of the Company or a Business Unit, as specified by the Committee or
the CEO, as applicable, as to stock price, earnings per share, net earnings,
operating income, return on assets, net capital employed, shareholder return,
return on equity, growth in assets, unit volume, sales, market share, or
strategic business criteria consisting of one or more Company or Business Units
objectives based on meeting specified revenue goals, market penetration goals,
geographic business expansion goals, cost targets, customer satisfaction goals,
product development goals, or goals relating to acquisitions or divestitures. In
setting the Operational Targets pursuant to Section 5, the Committee or the CEO
shall use objectively determinable Operational Targets based on the foregoing
criteria. To the extent applicable, any such Operational Target shall be
determined in accordance with generally accepted accounting principles and
reported upon by the Company's independent accountants. The Operational Targets
established by the Committee or the CEO may be (but need not be) different each
Performance Period and different Operational Targets may be applicable to
different Participants.

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    "Participant," for any Performance Period, shall mean an Employee who
satisfies the requirements for eligibility in Section 3 of the Plan.

    "Performance Period" shall mean the fiscal year of the Company or any other
period designated by the CEO or the Committee, as applicable, with respect to
which an Award is earned.

    "Person" shall mean a person within the meaning of Sections 13(d) and 14(d)
of the 1934 Act.

    "Personal Performance Percentage," with respect to Participants other than
the CEO for any Performance Period, shall mean the percentage, between 80% and
120%, based on the Employees' overall personal performance during that
Performance Period, as determined in accordance with Section 5 of the Plan.

    "Plan" shall mean this General Instrument Corporation Annual Incentive Plan,
as from time to time amended and in effect.

    "Retirement" shall mean retirement at or after the early retirement age set
forth in the primary retirement plan covering the Participant. In the event a
Participant participates in more than one retirement plan, the CEO shall
designate one such plan as the Participant's primary retirement plan.

    "Subsidiary" shall mean a corporation as defined in Section 424(f) of the
Code, with General Instrument being treated as the employer corporation for
purposes of this definition.

    "Target Award Percentage" for any Participant with respect to any
Performance Period, shall mean the percentage of the Participant's Base Salary
(determined at the beginning of the Performance Period for the CEO) that the
Participant would earn as an Award for that Performance Period if each of the
Operational Target Award Earned and Personal Performance Percentage (if
applicable) for that Performance Period is 100%, and shall be determined by the
Committee with respect to Officers who are Participants and the CEO with respect
to all other Participants, based on the Participant's responsibility level or
the position or positions held during the Performance Period; PROVIDED, HOWEVER,
that if any Participant other than an Officer held more than one position during
the Performance Period, then the CEO may designate different Target Award
Percentages with respect to each position and the Award will be pro-rated to
reflect (to the nearest semi-monthly increment) the period during which such
Participant had each Target Award Percentage.

    "Voting Power" shall mean the combined voting power of the then outstanding
Voting Securities.

    "Voting Securities shall mean, with respect to General Instrument, any
securities issued by General Instrument which generally entitle the holder
thereof to vote for the election of members of the Board.

3. ELIGIBILITY

    Subject to the limitations contained in this Section 3, all Employees of the
Company are eligible to participate in the Plan. To be eligible to receive an
Award with respect to any Performance Period, an Employee shall have had at
least three months active service during such Performance Period and (except as
provided in Sections 7 and 8) be actively employed by the Company on the Award
payment date.

    Employees shall participate in only one annual incentive plan or sales
incentive plan for any specific period in time. An individual may participate in
this Plan and another plan sequentially during any Performance Period because of
promotion or reassignment, provided that participation in each such plan is
prorated to reflect (to the nearest semi-monthly increment) the period during
which he or she participated in each plan.

4. ADMINISTRATION

    The administration of the Plan shall be consistent with the purpose and the
terms of the Plan. The Plan shall be administered by the Committee with respect
to Officers who are Participants and by the CEO

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with respect to all other Participants. The Committee and the CEO, as the case
may be, shall have full authority to establish the rules and regulations
relating to the Plan, to interpret the Plan and those rules and regulations, to
select Participants in the Plan, to determine each Participant's Target Award
Percentage, to approve all of the Awards, to decide the facts in any case
arising under the Plan and to make all other determinations, including factual
determinations, and to take all other actions necessary or appropriate for the
proper administration of the Plan, including the delegation of such authority or
power, where appropriate; PROVIDED, HOWEVER, that only the Committee shall have
authority to amend or terminate the Plan and the Committee shall not be
authorized to increase the amount of the Award payable to the CEO that would
otherwise be payable pursuant to the terms of the Plan. All powers of the
Committee or the CEO, as applicable, shall be executed in its or his or her sole
discretion, in the best interest of the Company, not as a fiduciary, and in
keeping with the objectives of the Plan and need not be uniform as to similarly
situated individuals. The Committee's and the CEO's administration of the Plan,
including all such rules and regulations, interpretations, selections,
determinations, approvals, decisions, delegations, amendments, terminations and
other actions, shall be final and binding on the Company and all employees of
the Company, including, the Participants and their respective beneficiaries.

5. DETERMINATION OF AWARDS

    Prior to, or as soon as practicable following but in any event no later than
the earlier of (i) 90 days after the beginning of the Performance Period or (ii)
the date on which 25% of the Performance Period has been completed, or, with
respect to the CEO, such other date as may be required or permitted under
applicable regulations under Section 162(m) of the Code, the Committee with
respect to the Officers and the CEO with respect to all other Employees shall
determine the Officers and Employees who shall be Participants during that
Performance Period and determine each Participant's Target Award Percentage each
of which shall be listed on a schedule attached to the Plan as Exhibit A. The
Operational Targets of the CEO for each Performance Period shall satisfy the
requirements for "qualified performance-based compensation" under Section 162(m)
of the Code, including the requirement that the achievement of the Operational
Targets be substantially uncertain at the time they are established and that the
Operational Targets be established in such a way that a third party with
knowledge of the relevant facts could determine whether and to what extent the
Operational Targets Goals have been met. The Company, on the basis of the
decisions of the Committee and the CEO, as applicable, shall prepare the
schedules, which will be treated as part of the Plan for that Performance
Period, setting forth (x) the Participants during that Performance Period (which
may be amended during the Performance Period for new Participants), (y) each
Participant's Target Award Percentage for that Performance Period, and (z) the
Operational Targets (and the allocations among the Operational Targets) for that
Performance Period. The Company shall notify each Participant of his or her
Target Award Percentage and the applicable Operational Targets for the
Performance Period.

    Generally, a Participant earns an Award for a Performance Period based on
the Company's and his or her Business Unit's achievement of Operational Targets.
The portion of Awards based on Company or Business Unit, as applicable,
performance will only be earned if the Company or Business Unit, as applicable,
achieves at least the minimum percentage specified by the Committee or CEO, as
applicable, of the Operational Target set for that Performance Period. The
Awards for any Performance Period may also be increased above the Target Award
Percentage for achievement in excess of the Operational Targets for that
Performance Period, as specified by the Committee or CEO, as applicable, at the
time the Operational Targets and the Target Award Percentages are set by the
Committee or CEO, as applicable, for that Performance Period. The Awards of each
Participant (other than the CEO) may be adjusted by the CEO, or with respect to
Officers by the Committee, (upward or downward) based upon the CEO's or the
Committee's, as applicable, determination of a Participant's Personal
Performance Percentage for that Performance Period. The Committee is authorized
to reduce the amount of the Award payable to the CEO (but not by more than
one-third) for any Performance Period based upon its assessment of personal

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performance but not to increase the Award beyond that yielded by the Operational
Target Award Earned for the CEO.

    The maximum Award any Participant (other than the CEO) may receive for any
Performance Period is 150% of the Participant's Base Salary for that Performance
Period. The maximum award the CEO may receive for any Performance Period is $1.5
million.

6. CHANGES TO THE TARGET

    The CEO, with respect to all Participants who are not Officers, may at any
time prior to the final determination of Awards change the Target Award
Percentage of any Participant or assign a different Target Award Percentage to a
Participant to reflect any change in the Participant's responsibility level or
position during the course of the Performance Period. In addition, the CEO, with
respect to all Participants who are not Officers, and the Committee, with
respect to Officers but, with respect to the CEO, only to the extent consistent
with the requirements of Section 162(m) of the Code permitting a federal income
tax deduction for Awards to the CEO, may at any time prior to the financial
determination of Awards change the performance measures or Operational Targets
to reflect a change in corporate capitalization, such as a stock split or stock
dividend, or a corporate transaction, such as a merger, consolidation,
separation, reorganization or partial or complete liquidation, or to equitably
reflect the occurrence of any extraordinary event, any change in applicable
accounting rules or principles, any change in the Company's method of
accounting, any change in applicable law, any change due to any merger,
consolidation, acquisition, reorganization, stock split, stock dividend,
combination of shares or other changes in the Company's corporate structure or
shares, or any other change of a similar nature.

7. PAYMENT OF AWARDS

    The Committee shall certify and announce the Awards that will be paid by the
Company to each Officer as soon as practicable following the final determination
of the Company's financial results for the relevant Performance Period. Subject
to the provisions of Section 8, payment of the Awards certified by the Committee
shall normally be made, in a single lump sum cash payment as soon as practicable
following the close of such Performance Period but in any event within 120 days
after the close of the Performance Period. In the case of all other
Participant's, as soon as practicable after the close of a Performance Period,
the CEO shall review the Business Units' financial performance against the
Operational Targets for that Performance Period and, subject to the provisions
of Section 8 of the Plan, each Award to the extent earned shall be paid in a
single lump sum cash payment as soon as practicable after the close of the
Performance Period, but no later than March 31 following the close of the
Performance Period. Participants in the Plan who are eligible to participate in
the General Instrument Corporation Savings Plan (the "Savings Plan") and who are
not a "highly compensated employee" within the meaning of Section 414(q) of the
Code may, in lieu of receiving payment of the Award in cash, elect to contribute
50% or 100% of any Award to the Savings Plan for the Performance year in which
the Award is earned as a pre-tax non-matched contribution, to the extent such
contribution is permitted in accordance with the terms of such plan.
Participants in the Plan who are eligible to participate in the General
Instrument Corporation Deferred Compensation Plan shall be permitted to forego
all or a portion of their respective Awards to the extent deferrals are
permitted in accordance with the terms of such plan.

    If a Change of Control occurs prior to the end of a Performance Period, the
Company shall, within 60 days thereafter, pay to each Participant in the Plan
immediately prior to the Change of Control (regardless of whether the
Participant remains employed after the Change of Control) an Award which is
calculated assuming that the Operational Targets were achieved at the 100% level
(without regard to any other factors such as personal performance) and such
Award shall be based on Base Salary earned to the date of the Change of Control.

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8. LIMITATIONS ON RIGHTS TO PAYMENT OF AWARDS

    No Participant shall have any right to receive payment of an Award under the
Plan for a Performance Period unless the Participant remains in the employ of
the Company through the payment date of the Award for such Performance Period,
except as provided in the last paragraph of Section 7 of the Plan. However, if
the Participant has active service with the Company for at least three months
during any Performance Period but, prior to payment of the Award for such
Performance Period, a Participant's employment with the Company terminates due
to the Participant's death, Disability or Retirement, such Participant (or, in
the event of the Participant's death, the Participant's estate, beneficiary or
beneficiaries as determined under Section 9 of the Plan) shall remain eligible
to receive a prorated portion of any earned Award, based on the number of days
that the Participant was actively employed and performed services during such
Performance Period.

9. DESIGNATION OF BENEFICIARY

    A Participant may designate a beneficiary or beneficiaries who, in the event
of the Participant's death prior to full payment of any Award hereunder, shall
receive payment of any Award due under the Plan. Such designation shall be made
by the Participant on a form prescribed by the CEO. The Participant may, at any
time, change or revoke such designation. A beneficiary designation, or
revocation of a prior beneficiary designation, will be effective only if it is
made in writing on a form provided by the Company, signed by the Participant and
received by the Company. If the Participant does not designate a beneficiary or
the beneficiary dies prior to receiving any payment of an Award, Awards payable
under the Plan shall be paid to the Participant's estate.

10. AMENDMENTS

    The Committee may at any time amend (in whole or in part) this Plan;
provided, however, that the Committee shall not amend the Plan without
stockholder approval if such approval is required by Section 162(m) of the Code.
No such amendment which adversely affects any Participant's rights to or
interest in an Award earned prior to the date of the amendment shall be
effective unless the Participant shall have agreed thereto.

11. TERMINATION

    The Committee may terminate this Plan (in whole or in part) at any time. In
the case of such termination of the Plan, the following provisions of this
Section 11 shall apply notwithstanding any other provisions of the Plan to the
contrary:

        (i) The Committee shall promulgate administrative rules applicable to
    Plan termination, pursuant to which each affected Participant (other than an
    Officer) shall receive, with respect to each Performance Period which has
    commenced on or prior to the effective date of the Plan termination (the
    "Termination Date") and for which the Award has not yet been paid, the
    amount described in such rules and each Officer shall receive an amount
    equal to the amount the Award would have been had the Plan not been
    terminated (prorated for the Performance Period in which the Termination
    Date occurred), subject to reduction in the discretion of the Committee.

        (ii) Each Award payable under this Section 11 shall be paid as soon as
    practicable, but in no event later than 120 days after the Termination Date.

12. MISCELLANEOUS PROVISIONS

        (a) This Plan is not a contract between the Company and the Employees or
    the Participants. Neither the establishment of this Plan, nor any action
    taken hereunder, shall be construed as giving

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    any Employee or any Participant any right to be retained in the employ of
    the Company or any of its Subsidiaries. The Company is under no obligation
    to continue the Plan.

        (b) A Participant's right and interest under the Plan may not be
    assigned or transferred, except as provided in Section 8 of the Plan, and
    any attempted assignment or transfer shall be null and void and shall
    extinguish, in the Company's sole discretion, the Company's obligation under
    the Plan to pay Awards with respect to the Participant.

        (c) The Plan shall be unfunded. The Company shall not be required to
    establish any special or separate fund, or to make any other segregation of
    assets, to assure payment of Awards.

        (d) The Company shall have the right to deduct from Awards paid any
    taxes or other amounts required by law to be withheld.

        (e) Nothing contained in the Plan shall limit or affect in any manner or
    degree the normal and usual powers of management, exercised by the officers
    and the Board of Directors or committees thereof, to change the duties or
    the character of employment of any employee of the Company or to remove the
    individual from the employment of the Company at any time, all of which
    rights and powers are expressly reserved.

        (f) It is the intent of the Company that the Plan and Awards under the
    Plan for the CEO comply with the applicable provisions of Sections 162(m) of
    the Code. To the extent that any legal requirement of Section 162(m) of the
    Code as set forth in the Plan ceases to be required under Section 162(m) of
    the Code, that Plan provision shall cease to apply.

        (g) The validity, construction, interpretation and effect of the Plan
    shall exclusively be governed by and determined in accordance with the law
    of the Commonwealth of Pennsylvania.

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