Form of Motorola Mobility Substitute Award Agreement



 Exhibit 10.22 

2003(C) 
 MOTOROLA
MOBILITY 
 SUBSTITUTE AWARD DOCUMENT 
 For the 
 Motorola Mobility Holdings, Inc. Legacy Incentive Plan 

Terms and Conditions Related to Employee Nonqualified Stock Options 

 

							
	Recipient:	 	  
	    	Date of Expiration:	  	  

				
	Commerce ID#:	 	  
	    	Original Number of Options Granted (adjusted):	  	  

				
	Original Date of Grant:	 	  
	    	Exercise Price (adjusted):	  	  

				
		 		    	Number of Options Outstanding as of January 4, 2011 (adjusted):	  	  


 On the Original Date of Grant (the “Date of Grant”), Motorola, Inc. granted you options to purchase shares of its common stock under the Motorola Omnibus Incentive Plan of 2000. Such options
have been assumed by Motorola Mobility Holdings, Inc. (“Motorola Mobility” or the “Company”) through the Motorola Mobility Holdings, Inc. Legacy Incentive Plan (the “Plan”) as of the Distribution Date (as defined in the
Plan). The number of options (“Options”) awarded to you and the exercise price per Option (as adjusted, the “Exercise Price”) have been adjusted as stated above to reflect the assumption and substitution of the awards by Motorola
Mobility under the terms of the Plan. As adjusted, each Option entitles you to purchase one share of Motorola Mobility’s common stock on the terms described below and in the Plan. Your future vesting and exercise period will be based on your
employment or service with Motorola Mobility or a Subsidiary (as defined below). The terms and conditions of this Award Document, including the terms and conditions related to the vesting and expiration of Options upon a Change In Control, should be
construed and interpreted in accordance with the above, as well as the terms and conditions of the Plan. 
 Your Options will continue to vest
and become exercisable in accordance with the original terms and conditions set forth in the applicable Motorola Plans (as defined in the Plan) and your award agreement having the Original Date of Grant specified above, including any special vesting
dates or conditions, with the exception that your vesting on and after January 4, 2011 shall be determined solely by reference to your employment or service with Motorola Mobility or a Subsidiary. For the Number of Options Outstanding as of
January 4, 2011 (as adjusted) that are currently vested and exercisable, and those that are scheduled to vest and become exercisable on each future vesting date, you should refer to your on-line account (currently with Morgan Stanley Smith
Barney, and reachable at https://www.benefitaccess.com/). You are strongly encouraged to view your on-line account immediately to completely understand your Options and their vesting schedule. 

  
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 Exhibit 10.22 

2003(C) 
  

  

Vesting and Exercisability 
 You
cannot exercise the Options until they have vested. 
 Regular Vesting – The Options will vest according to the terms and conditions
described above (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 Mobility 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 Mobility 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 Mobility 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 Mobility 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 Mobility 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 Mobility (as defined in the
Plan), all the unvested Options will automatically become fully vested as described in the Plan. If Motorola Mobility 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 Mobility 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.


  
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 Exhibit 10.22 

2003(C) 
  

 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 Mobility 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 Mobility or a Subsidiary Other than for Serious Misconduct
or a Divestiture- If Motorola Mobility 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 Mobility 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
Mobility 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 Mobility, or you are placed on
Temporary Layoff (as defined below) by Motorola Mobility or a Subsidiary the following will apply: 
 Vesting of Options- Options will
continue to vest in accordance with the terms and conditions 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 Mobility 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 Mobility 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 Mobility 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 Mobility 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. 

  
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 Exhibit 10.22 

2003(C) 
  

 “Fair Market Value” is the closing price for a share of Motorola Mobility 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 Mobility Code of Business Conduct,
or the human resources policies, or other written policies or procedures. 
 “Subsidiary” means an entity of which Motorola Mobility
owns directly or indirectly at least 50% and that Motorola Mobility consolidates for financial reporting purposes. 
 “Total and Permanent
Disability” means for (x) U.S. employees, entitlement to long-term disability benefits under the Motorola Mobility Disability Income Plan, as amended and any successor plan and (y) non-U.S. employees, as established by applicable
Motorola Mobility 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 Mobility, 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 Mobility, 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 Mobility 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 Mobility and/or any of
its Subsidiaries may each further transfer Data to any third parties assisting Motorola Mobility 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 Mobility; 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 Mobility 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 Mobility, 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 Mobility or a Subsidiary to terminate his/her employment with Motorola Mobility or a Subsidiary and/or to seek employment with your new or prospective employer, or any other
company. 

  
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 Exhibit 10.22 

2003(C) 
  

 You agree that upon termination of employment with Motorola Mobility or a Subsidiary, you will
immediately inform Motorola Mobility 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 Mobility or a Subsidiary to provide a copy of this Award Document to your new employer. You further agree to provide information to Motorola Mobility 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 Mobility 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 Mobility in connection with awards issued under the
Plan. 
 Other Information about Your Options and the Plan 
 The Plan and the Prospectus for the Plan are available at http://my.mot-mobility.com/go/EquityAwards or send your request to Equity Administration, 6450 Sequence Drive, San Diego, CA 92121 or
equityadmin@motorola.com. 

  
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