exv10w39



 





Exhibit 10.39




AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THOMAS J. MEREDITH (“EXECUTIVE”) AND

MOTOROLA, INC. (“COMPANY”)

(As Amended October 4, 2007)




     Executive, on behalf of his heirs, administrators, representatives, executors, successors and
assigns, and the Company, on behalf of each of the Company’s subsidiaries, partnerships, joint
ventures, limited liability companies and other affiliates, including entities in which the Company
has a significant investment (collectively, the Company and such entities, the “Affiliated Group”)
hereby agree to the following terms of Executive’s employment with the Company (the “Agreement”):




	1.	 	Title. For the Employment Period (as defined below), Executive shall serve as Acting Chief
Financial Officer and Executive Vice President with such duties and responsibilities as are
commensurate with such position, reporting directly to the Chief Executive Officer of the
Company. During the Employment Period, Executive shall continue to serve as a member of the
Board of Directors of the Company (the “Board”).
	 
	2.	 	Effective Date. The “Effective Date” of the Agreement shall mean April 1, 2007.
	 
	3.	 	Employment Period. The Company hereby agrees to employ the Executive, and the Executive
hereby agrees to be employed by the Company, subject to the terms and conditions of this
Agreement, for the period commencing on the Effective Date and ending on the earliest of:






	 	(a)	 	April 1, 2008;
	 
	 	(b)	 	the expiration of the 30 calendar day period after the start date of another
individual to serve as Chief Financial Officer of the Company;
	 
	 	(c)	 	the Executive’s termination of employment for any other reason pursuant to
Section 5, below.






The period of Executive’s interim employment with the Company pursuant to this Agreement is
referred to herein as the “Employment Period”.




	4.	 	Compensation and Benefits.






	 	(a)	 	Base Salary.






	 	(i)	 	For the period April 1, 2007 through September 30, 2007, the
Executive shall receive salary of $1 payable in a lump sum upon completion of
the Employment Period.




 









 






	 	(ii)	 	Beginning October 1, 2007 through the balance of the Employment
Period, the Executive shall receive a gross monthly salary of $75,000 payable
in a lump sum on the last business day of each month. The Company shall cease
payment of the Executive’s monthly salary upon the expiration of the Employment
Period. In the event the expiration of the Employment Period does not coincide
with the last business day of the month, the Executive shall receive a pro rata
lump sum payment based on the number of calendar days in the month occurring
prior to the expiration of the Employment Period.






	 	(b)	 	Director Compensation. During the Employment Period, Executive shall not
receive any compensation for his service on the Board.
	 
	 	(c)	 	Annual & Long-Term Cash Bonuses. During the Employment Period, the Executive
shall not be eligible to receive an annual or long-term cash bonus.
	 
	 	(d)	 	Long-Term Equity Awards. The Executive shall receive grants of equity
compensation awards pursuant to the Company’s Omnibus Incentive Plan of 2006 (the
“Incentive Plan”) as set forth below.






	 	(i)	 	Initial Stock Option Grant. On the Effective Date, the
Executive shall be granted an option (the “Initial Stock Option”) to purchase
250,000 shares of common stock of the Company (the “Common Stock”). The
Initial Stock Option shall have:






	 	(A)	 	a per share exercise price equal to the closing
price of a share of Common Stock on the date of grant as reported on
the New York Stock Exchange – Composite Transactions in the Wall Street
Journal, Midwest Edition (the “Fair Market Value”);
	 
	 	(B)	 	a vesting schedule such that the Initial Stock
Option will become exercisable in full on the first anniversary of the
date of grant, provided that the Executive remains in the employ of the
Company through September 30, 2007; and
	 
	 	(C)	 	a ten-year term.






	 	 	 	All the terms and conditions of the Initial Stock Option shall be subject to
the terms of the Incentive Plan and the award agreement evidencing the grant
of the Initial Stock Option.
	 
	 	(ii)	 	Initial Restricted Stock Unit Grant. On the Effective Date,
the Executive shall be granted an award of 500,000 restricted stock units (the
“Initial RSUs”) based on shares of Common Stock pursuant to the Incentive Plan.
The Initial RSUs shall vest:




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	 	(A)	 	33% if the Fair Market Value of Company common
stock reaches $20.00 and remains at or above $20.00 for ten Trading
Days (as
defined below) out of any thirty consecutive Trading Days all of
which occur within the two-year period beginning on the date the
Initial RSUs are granted (the “Restriction Period”);
	 
	 	(B)	 	an additional 33% if the Fair Market Value of
Company common stock reaches $22.00 and remains at or above $22.00 for
ten Trading Days out of any thirty consecutive Trading Days all of
which occur within the Restriction Period; and
	 
	 	(C)	 	the remaining 34% if the Fair Market Value of
Company common stock reaches $24.00 and remains at or above $24.00 for
ten Trading Days out of any thirty consecutive Trading Days all of
which occur within the Restriction Period.






	 	 	 	For this purpose, a “Trading Day” shall be any day on which the New York
Stock Exchange is open for trading. All the terms and conditions of the
Initial RSUs shall be subject to the terms of the Incentive Plan and the
award agreement evidencing the grant of the Initial RSUs, as provided to
senior executives of the Company generally.
	 
	 	(iii)	 	Subsequent Stock Option Grants. Beginning October 1, 2007, on
the last business day of each month, if the Employment Period has not ended
prior to that date, then the Executive will be granted a number of stock
options (the “Subsequent Stock Options”) as determined below.
	 
	 	 	 	The number of options will be determined by dividing $200,000 by the
Black-Scholes option value calculated on the date the Subsequent Stock
Options are granted, as determined by the Company pursuant to the
methodology set forth in the Company’s annual report as filed on Form 10-K.
	 
	 	 	 	Each Subsequent Stock Option shall have the following terms:






	 	(A)	 	a per share exercise price equal to the Fair
Market Value on the applicable date of grant;
	 
	 	(B)	 	a vesting schedule such that the Subsequent
Stock Options will vest in four equal annual installments commencing on
the first anniversary of the applicable date of grant if the Executive
remains in the employ of the Company or serves as a Board member
through each such date; and
	 
	 	(C)	 	a ten-year term.






	 	 	 	The terms and conditions of the Subsequent Stock Options shall be subject to
the terms of the Incentive Plan and the award agreements evidencing




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	 	 	 	the
grant of the Subsequent Stock Options which shall be in the form of the
award attached hereto as Exhibit 1.
	 
	 	(iv)	 	Subsequent RSUs. Beginning October 1, 2007, on the last
business day of each month, if the Employment Period has not ended prior to
that date, then the Executive will be granted a number of restricted stock
units (the “Subsequent RSUs”) equal to $300,000 divided by the Fair Market
Value of company stock on the date of grant. Each Subsequent RSU shall vest in
two equal installments as follows:






	 	(A)	 	50% vesting on the 30 month anniversary of the
applicable date of grant; and
	 
	 	(B)	 	50% vesting on the 60 month anniversary of the
applicable date of grant, if the Executive remains in the employ of the
Company or serves as a Board member through each such date.






	 	 	 	The terms and conditions of the Subsequent RSUs shall be subject to the
terms of the Incentive Plan and the award agreements evidencing the grant of
the Subsequent RSUs which shall be in the form of the award attached hereto
as Exhibit 2.






	 	(e)	 	Change in Control Benefits. Upon a Change in Control (as defined in the
Incentive Plan, and pursuant to the Motorola, Inc. Senior Officer Change in Control
Severance Plan or any successor change in control plan or program (the “Change in
Control Plan”)), the equity-based awards granted herein to the Executive shall become
fully vested and exercisable (or, if applicable, all restrictions shall lapse), and all
RSUs shall be paid out as promptly as practicable; provided, however, that the
treatment of outstanding awards set forth above (referred to herein as “Accelerated
Treatment”) shall not apply if and to the extent that such awards are assumed by the
successor corporation (or parent thereof) or are replaced with awards that preserve the
existing value of such awards at the time of the Change in Control and provide for
subsequent payout in accordance with the same vesting schedule applicable to the
original awards; provided, further, that (i) with respect to any Initial Stock Options
or Initial RSUs that are assumed or replaced, such assumed or replaced awards shall
provide for the Accelerated Treatment if the Executive is involuntarily terminated or
quits for Good Reason (as defined in the Incentive Plan) prior to the one year
anniversary of the Effective Date; and (ii) with respect to any Subsequent Stock
Options or Subsequent RSUs that are assumed or replaced, such assumed or replaced
awards shall provide for the Accelerated Treatment to the extent required in the
attached award documents. During the Employment Period, if the Company adopts an
equity incentive plan with Change in Control benefits more generous than the benefits
provided in this Section 4(e) or a Change in Control severance plan for senior
executives generally with more generous benefits than the Change in Control Plan, then
the Executive will be entitled to those more generous benefits




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	 	 	 	to the extent
Executive’s awards are granted under such plan or such Change in Control severance plan
is adopted, as applicable.
	 
	 	(f)	 	Retirement Plans. During the Employment Period, the Executive shall not be
eligible to participate in any of the qualified or non-qualified pension plans,
practices, policies and programs of the Company, as may be in effect from time to time,
for senior executives of the Company generally. The Executive may, however,
participate in the Motorola 401(k) Plan, in accordance with the terms of such plan.
	 
	 	(g)	 	Other Benefits. Until the end of the Employment Period, the Executive shall be
eligible to participate in the welfare, perquisites, fringe benefit, and other benefit
plans, practices, policies and programs, as may be in effect from time to time, for
senior executives of the Company generally including without limitation: (i) reasonable
use of Company aircraft for personal and business purposes (up to 125 flight hours for
personal use; (ii) participation in the Company’s Elected Officer Life Insurance
Program; (iii) reimbursement of up to $60,000 of living expenses in Chicago; and (iv)
financial planning.
	 
	 	(h)	 	Expenses. During the Employment Period, the Executive shall be eligible for
prompt reimbursement for business expenses reasonably incurred by the Executive in
accordance with the Company’s policies, as may be in effect from time to time, for its
senior executives generally.






	5.	 	Termination of Employment. If the Executive’s employment is terminated for any reason during
the Employment Period, this Agreement shall terminate without further obligations to the
Executive or the Executive’s legal representatives under this Agreement. The vesting of each
stock option and RSU that is outstanding as of the date of termination shall be governed by
the applicable provisions of the applicable award agreement, each of which is incorporated
herein by reference, and the Incentive Plan.
	 
	6.	 	Additional Covenants.






	 	(a)	 	Confidential Information. The Executive shall not communicate, divulge or
disseminate Confidential Information, as defined in the attached agreements, at any
time during or after the Executive’s employment with the Affiliated Group, except with
prior written consent of the Company, or as otherwise required by law or legal process
or as such disclosure or use may be required in the course of the Executive performing
his duties and responsibilities as Acting Chief Financial Officer and Executive Vice
President. Notwithstanding the foregoing provisions, if the Executive is required to
disclose any such confidential or proprietary information pursuant to applicable law or
a subpoena or court order, the Executive shall promptly notify the Company in writing
of any such requirement so that the Company or the appropriate member of the Affiliated
Group may seek an appropriate protective order or other appropriate remedy or waive
compliance with the provisions hereof. The Executive shall reasonably cooperate with
the Affiliated Group to obtain such a protective order or other remedy. If such order




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	 	 	 	or other remedy is not obtained prior to the time the Executive is required to make the
disclosure, or the Company waives compliance with the provisions hereof, the Executive
shall disclose only that portion of the confidential or proprietary
information which he is advised by counsel in writing (either his or the Company’s)
that he is legally required to so disclose. Upon his termination of employment with
the Company for any reason, the Executive shall promptly return to the Company, all
records, files, memoranda, correspondence, notebooks, notes, reports, customer
lists, drawings, plans, documents, and other documents and the like relating to the
business of the Affiliated Group or containing any trade secrets relating to the
Affiliated Group or that the Executive uses, prepares or comes into contact with
during the course of the Executive’s employment with the Company, and all keys,
credit cards and passes, and such materials shall remain the sole property of the
Company and/or the Affiliated Group, as applicable. For purposes of the preceding
sentence, the term “trade secrets” shall have the meaning ascribed to it under the
Illinois Trade Secrets Act or, if such act is repealed, the Uniform Trade Secrets
Act (on which the Illinois Trade Secrets Act is based). The Executive agrees to
represent in writing to the Company upon termination of employment that he has
complied with the foregoing provisions.
	 
	 	(b)	 	Assistance. The Executive agrees that during and after his employment by the
Company, the Executive will assist the Affiliated Group in the defense of any claims,
or potential claims that may be made or threatened to be made against any member of the
Affiliated Group in any action, suit or proceeding, whether civil, criminal,
administrative, investigative or otherwise (a “Proceeding”), and will assist the
Affiliated Group in the prosecution of any claims that may be made by any member of the
Affiliated Group in any Proceeding, to the extent that such claims may relate to the
Executive’s employment or the period of the Executive’s employment by the Company. The
Executive agrees, unless precluded by law, to promptly inform the Company if the
Executive is asked to participate (or otherwise become involved) in any Proceeding
involving such claims or potential claims. The Executive also agrees, unless precluded
by law, to promptly inform the Company if the Executive is asked to assist in any
investigation (whether governmental or otherwise) of any member of the Affiliated Group
(or their actions), regardless of whether a lawsuit has then been filed against any
member of the Affiliated Group with respect to such investigation. The Company agrees
to reimburse the Executive for all of the Executive’s reasonable out-of-pocket expenses
associated with such assistance, including travel expenses and any attorneys’ fees and
shall pay a reasonable per diem fee for the Executive’s service, other than for
testimony. In addition, the Executive agrees to provide such services as are
reasonably requested by the Company to assist any successor to the Executive in the
transition of duties and responsibilities to such successor, including without
limitation consulting services for the 60 calendar day period following the Employment
Period for no additional compensation. Any services or assistance contemplated in this
Section 6(b) shall be at mutually agreed to and convenient times.




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	 	(c)	 	Remedies. The Executive acknowledges and agrees that in addition to all other
remedies at law and/or equity, including but not limited to those set forth in the
attached agreements, (x) the Executive’s breach of the provisions of Section 6 will
cause the Company irreparable harm, which cannot be adequately
compensated by money damages, and (y) if the Company elects to prevent the Executive
from breaching such provisions by obtaining an injunction against the Executive,
there is a reasonable probability of the Company’s eventual success on the merits.
The Executive consents and agrees that if the Executive commits any such breach or
threatens to commit any breach, the Company shall be entitled to temporary and
permanent injunctive relief from a court of competent jurisdiction, in addition to,
and not in lieu of, such other remedies as may be available to the Company for such
breach, including the recovery of money damages. The Parties further acknowledge
and agree that the provisions of Section 7(a) below are accurate and necessary
because (A) this Agreement is entered into in the State of Illinois, (B) as of the
Effective Date, Illinois will have a substantial relationship to the Parties and to
this transaction, (C) as of the Effective Date, Illinois will be the headquarters
state of the Company, which has operations nationwide and has a compelling interest
in having its employees treated uniformly within the United States, (D) the use of
Illinois law provides certainty to the Parties in any covenant litigation in the
United States, and (E) enforcement of the provision of this Section 6 would not
violate any fundamental public policy of Illinois or any other jurisdiction. If any
of the provisions of Section 6 are determined to be wholly or partially
unenforceable, the Executive hereby agrees that this Agreement or any provision
hereof may be reformed so that it is enforceable to the maximum extent permitted by
law. If any of the provisions of this Section 6 are determined to be wholly or
partially unenforceable in any jurisdiction, such determination shall not be a bar
to or in any way diminish the Company’s right to enforce any such covenant in any
other jurisdiction.
	 
	 	(d)	 	The covenants in this Section 6 apply in the countries in which Executive has
physically been present performing work for the Company at any time during the two
years preceding termination of his employment.






	7.	 	Successors.






	 	(a)	 	This Agreement is personal to the Executive and without the prior written
consent of the Company shall not be assignable by the Executive other than by will or
the laws of descent and distribution. This Agreement shall inure to the benefit of and
be enforceable by the Executive’s legal representatives. This Agreement shall inure to
the benefit of and be binding upon the Company and its successors and assigns.
	 
	 	(b)	 	The Company shall cause any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all or a substantial
portion of its business and/or assets to assume expressly and agree to perform this
Agreement immediately upon such succession in the same manner and to the same extent
that the Company would be required to perform it if no such




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	 	 	 	succession had taken place.
As used in this Agreement, “Company” shall mean the Company as hereinbefore defined
and any successor to its business and/or assets as aforesaid which assumes and agrees
to perform this Agreement by operation of law, or otherwise.






	8.	 	Miscellaneous.






	 	(a)	 	This Agreement shall be governed by and construed in accordance with the laws
of the State of Illinois, without reference to principles of conflict of laws. The
Parties hereto irrevocably agree to submit to the jurisdiction and venue of the courts
of the State of Illinois, in any action or proceeding brought with respect to or in
connection with this Agreement. The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect. This Agreement may not be amended
or modified otherwise than by a written agreement executed by the Parties hereto or
their respective successors and legal representatives.
	 
	 	(b)	 	The invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement.
	 
	 	(c)	 	Notwithstanding any other provision of this Agreement, the Company may withhold
from any amounts payable or benefits provided under this Agreement any Federal, state,
and local taxes as shall be required to be withheld pursuant to any applicable law or
regulation.
	 
	 	(d)	 	The Executive’s or the Company’s failure to insist upon strict compliance with
any provision of this Agreement or the failure to assert any right the Executive or the
Company may have hereunder, shall not be deemed to be a waiver of such provision or
right or any other provision or right of this Agreement.
	 
	 	(e)	 	From and after the Effective Date, this Agreement, including the attachments
that are incorporated by reference, shall supersede any other employment agreement or
understanding between the Parties, provided that, notwithstanding any other provision
of this Agreement to the contrary, in the event of a Change in Control (as defined in
the Change in Control Plan), the Change in Control Plan shall supersede this Agreement;
provided, that, the Change in Control provisions in this Agreement will continue to
apply.






	9.	 	Director’s and Officer’s Insurance. The Company shall continue to provide the Executive with
reasonable Director’s and Officer’s insurance coverage that is at least as favorable as the
coverage provided to other directors and officers of the Company. Such insurance coverage
shall continue in effect both during the Employment Period and, while potential liability
exists, thereafter.
	 
	10.	 	Indemnification. The Company shall indemnify the Executive and hold him harmless to the
fullest extent permitted by law and under the by-laws of the Company against, and in respect
to, any and all actions, suits, proceedings, claims, demands, judgments, costs,




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	 	 	expenses
(including reasonable attorney fees), losses and damages resulting from the Executive’s good
faith performance of his duties and obligations with the Company.
	 
	11.	 	Representations. The Executive hereby represents and warrants to the Company that the
Executive is not party to any contract, understanding, agreement or policy, whether or not
written, with his current employer (or any other previous employer) or otherwise, that
would be breached by the Executive’s entering into, or performing services under, this
Agreement. The Executive further represents that he has complied with all export control
requirements and that he is legally authorized to work in the United States, that he has
disclosed to the Company in writing all material threatened, pending, or actual claims that
are unresolved and still outstanding as of the Effective Date, in each case, against the
Executive of which he is aware, if any, as a result of his employment with his current
employer (or any other previous employer) or his membership on any boards of directors.
Executive agrees that he has not, will not and cannot rely on any representations not
expressly made herein and the only consideration for signing this Employment Agreement are
the terms stated herein and no other promises or representations of any kind have been made
by any person or entity whatsoever to cause him to sign this Employment Agreement.





     IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and the Company has
caused these presents to be executed in its name and on its behalf.



	 	 	 	 	 	 	 	 	 	 	 
	MOTOROLA, INC.	 	 	 	EXECUTIVE	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Ruth A. Fattori
	 	 	 	 	 	/s/ Thomas J. Meredith
	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Ruth A. Fattori
	 	 	 	 	 	Thomas J. Meredith	 	 
	Executive Vice President, Human Resources	 	 	 	 	 	 	 	 
	Date:

	 	October 4, 2007
	 	 	 	Date:
	 	October 4, 2007	 	 






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ATTACHMENT A









STOCK OPTION CONSIDERATION AGREEMENT




GRANT DATE: April 2, 2007



The following Agreement is established to protect the trade secrets, intellectual property,
confidential information, customer relationships and goodwill of Motorola, Inc. and each of its
subsidiaries (the “Company”) both as defined in the Motorola Omnibus Incentive Plan of 2006 (the
“2006 Plan”).



As consideration for the stock option(s) granted to me on the date shown above under the terms of
the 2006 Plan (“the Covered Options”), and Motorola having provided me with Confidential
Information as a Motorola appointed vice president or elected officer, I agree to the following:



(1) I agree that during the course of my employment and thereafter, I will not use or disclose,
except on behalf of the Company and pursuant to its directions, any Company Confidential
Information. Confidential Information means information concerning the Company and its business
that is not generally known outside the Company. Confidential Information includes: (i) trade
secrets; (ii) intellectual property; (iii) the Company’s methods of operation and Company
processes; (iv) information regarding the Company’s present and/or future products, developments,
processes and systems, including invention disclosures and patent applications; (v) information on
customers or potential customers, including customer’s names, sales records, prices, and other
terms of sales and Company cost information; (vi) Company personnel data; (vii) Company business
plans, marketing plans, financial data and projections; and (viii) information received in
confidence by the Company from third parties. Information regarding products 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 not be deemed generally known until such broader use is actually commercially
implemented.



(2) I agree that during my employment and for a period of one year following my termination of
employment for any reason, I 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 the Company who possesses Confidential Information of the Company to terminate
his/her employment with the Company and/or to seek employment with my new or prospective employer,
or any other company.



(3) I agree that during my employment and for a period of one year following the termination of my
employment for any reason, I will not, directly or indirectly, on behalf of myself or any other
person, company or entity, solicit or participate 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 I had direct or indirect contact regarding those products or
services or about which I learned Confidential Information at any time during the two years prior
to my termination of employment with the Company.



(4) I agree that by accepting the Covered Options, if I violate the terms of paragraphs 1 through
and including 3 of this Agreement, then, in addition to any other remedies available in law and/or
equity, all of my vested and unvested Covered Options will terminate and no longer be exercisable,
and for all Covered Options exercised within one year prior to the termination of my employment for
any reason or anytime after termination of my employment for any reason, I will immediately pay to
the Company the difference between the exercise price on the date of grant as reflected in the
Award Document for the Covered Options and the market price of the Covered Options on the date of
exercise (the “spread”).



(5) The requirements of this agreement can be waived or modified only upon the prior written
consent of Motorola, Inc. I acknowledge that the promises in this Agreement, not any employment of
or services performed by me in the course and scope of that employment, are the sole consideration
for the Covered Options. I agree the Company shall have the right to assign this Agreement which
shall not affect the validity or enforceability of this Agreement. This Agreement shall inure to
the benefit of the Company assigns and successors.




 









 







(6) I agree that during my employment and for a period of one year following the termination
of my employment for any reason, I will immediately inform the Company of (i) the identity of my
new employer (or the nature of any start-up business, consulting arrangements or self-employment),
(ii) my new title, and (iii) my job duties and responsibilities. I hereby authorize the Company to
provide a copy of this Agreement to my new employer. I further agree to provide information to the
Company as may from time to time be requested in order to determine my compliance with the terms of
this Agreement.



(7) I acknowledge that the harm caused to the Company by the breach or anticipated breach of
paragraphs 1, 2, and/or 3 of this Agreement will be irreparable and I agree the Company may obtain
injunctive relief against me 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 me and
the Company for the protection of the Company’s Confidential Information, or law, including the
recovery of liquidated damages. I agree that any interim or final equitable relief entered by a
court of competent jurisdiction, as specified in paragraph 10 below, will, at the request of the
Company, be entered on consent and enforced by any such court having jurisdiction over me. 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.



(8) With respect to the Covered Options, this Agreement is my 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 paragraph 10 below to be unenforceable, in whole or in part, the
remainder of this Agreement shall nevertheless be enforceable and binding on the parties. I also
agree that the 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, I
affirmatively state that I have not, will not and cannot rely on any representations not expressly
made herein.



(9) I accept the terms of this Agreement and the above option(s) to purchase shares of the Common
Stock of the Company, subject to the terms of this Agreement, the 2006 Plan, and any Award Document
issued pursuant thereto. I am familiar with the 2006 Plan and agree to be bound by it to the
extent applicable, as well as by the actions of the Company’s Board of Directors or any committee
thereof.



(10) I agree that this Agreement and the 2006 Plan, and any Award Document issued pursuant thereto,
together constitute an agreement between the Company and me. I further agree that this Agreement
is governed by the laws of Illinois, without giving effect to any state’s principles of Conflicts
of Laws, and any legal action related to this Agreement shall be brought only in a federal or state
court located in Illinois, USA.




	 	 	 	 	 
	 

	 	 
	 	 
	Date

	 	Signature
	 	Printed Name
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	Commerce ID





IN ORDER FOR THE ABOVE-REFERENCED OPTION(S) TO BE AWARDED, THIS AGREEMENT, SIGNED AND DATED, MUST
BE RETURNED TO MOTOROLA c/o EXECUTIVE REWARDS NO LATER THAN                                         .





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ATTACHMENT B




RESTRICTED STOCK UNIT AWARD AGREEMENT




     This Restricted Stock Unit Award (“Award”) is awarded on April 2, 2007 (“Date of Grant”), by
Motorola, Inc. (the “Company” or “Motorola”) to Thomas J. Meredith (the “Grantee”).



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



          WHEREAS, the Award is being made as a special grant of Motorola restricted stock units
authorized by the Board of Directors and the Board’s Compensation and Leadership Committee (the
“Compensation Committee”); and




          WHEREAS, it is a condition to Grantee receiving the Award that Grantee electronically accept
the terms, conditions and Restrictions applicable to the restricted stock units as set forth in
this agreement.




     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 500,000
Motorola restricted stock units (the “Units”) subject to the terms and conditions set
forth below. All Awards shall be paid in whole shares of Motorola Common Stock (“Common
Stock”); no fractional shares shall be credited or delivered to Grantee.






	2.	 	Restrictions. The Units are being awarded to Grantee subject to the transfer and
forfeiture conditions set forth below (the “Restrictions”) which shall lapse, if at all,
as described in Section 3 below. For purposes of this Award, the term Units includes any
additional Units granted to the Grantee with respect to Units, still subject to the
Restrictions.






	 	a.	 	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. Motorola shall have the right to assign this Agreement, which
shall not affect the validity or enforceability of this Agreement. This
Agreement shall inure to the benefit of assigns and successors of Motorola.
	 
	 	b.	 	Any Units still subject to the Restrictions shall be automatically
forfeited upon the Grantee’s termination of employment with Motorola or a
Subsidiary during the twelve-month period following the Date of Grant for any
reason other than death (as provided in Section 3(a) below), Total and
Permanent Disability (as provided in Section 3(a) below), or Involuntary
Termination due to (A) a Divestiture or (B) for a reason other than for Serious
Misconduct. For purposes of this Agreement, a termination of employment shall
not include a change in Grantee’s work assignment from Executive Vice President
and Acting Chief Financial Officer to any other position in the Motorola
Finance organization or on the Motorola Senior Leadership Team or as a
consultant to the CEO or any member of the Senior
Leadership Team. Likewise for purposes of this agreement, a termination of
employment shall not include a change in Grantee’s employment status from a
full-time employee to either a non-employee 




 









 






	 	 	 	consultant to the Company or a
non-employee director of the Company, and a “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. Total and Permanent Disability is defined in Section 3(a).






	 	c.	 	If Grantee engages in any of the following conduct, in addition to all
remedies in law and/or equity available to the Company or any Subsidiary,
Grantee shall forfeit all restricted stock units under the Award whose
Restrictions have not lapsed, and, for all restricted stock units under the
Award whose Restrictions have lapsed, Grantee shall immediately pay to the
Company the Fair Market Value (as defined in paragraph 7 below) of Common Stock
on the date(s) such Restrictions lapsed, without regard to any taxes that may
have been deducted from such amount. For purposes of subparagraphs (i) through
and including (iii) below, “Company” or “Motorola” shall mean Motorola Inc.
and/or any of its Subsidiaries:






	 	(i)	 	During the course of Grantee’s employment and
thereafter, Grantee uses or discloses, except on behalf of the
Company and pursuant to the Company’s directions, any Company
Confidential Information. “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 not generally known
until such broader use is actually commercially implemented; and/or
	 
	 	(ii)	 	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 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)	 	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 




- 11 -









 






	 	 	 	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 at any time during the two
years prior to Grantee’s termination of employment with the
Company.




The Company will not be obligated to pay Grantee any consideration whatsoever for forfeited Units.





	3.	 	Lapse of Restrictions.






	 	a.	 	As long as the Units have not been forfeited as described in Section 2
above, and except as set forth in Section 3(b) below, the Restrictions
applicable to the Units shall lapse as follows:






	 	•	 	If in the two years following the Date of Grant (the
“Restriction Period”), the Fair Market Value (as defined in
paragraph 7 below) of Common Stock meets or exceeds the dollar
amount set forth below for at least ten Trading Days (as defined
below) during any thirty consecutive Trading Days, then the
Restrictions shall lapse as to the corresponding percentage of
Units set forth below:





	 	 	 
	Dollar Amount	 	Percent Vested
	$20.00 per share
	 	33%

	$22.00 per share
	 	An additional 33%

	$24.00 per share
	 	The final 34%







	 	 	 	For purposes of this Agreement, “Trading Day” means any date on
which the New York Stock Exchange is open for trading.
	 
	 	•	 	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; provided, further, that with
respect to any Award that is assumed or replaced, such assumed or
replaced awards shall provide that the Restrictions shall lapse for
any Participant that is involuntarily terminated (for a reason
other than Cause) or quits for Good Reason within 12 months of the
Date of Grant. For purposes of this paragraph, the terms “Change
in Control”, “Cause ” and “Good Reason” are defined in the 2006
Incentive Plan;
	 
	 	•	 	Subject to the vesting conditions outlined in subparagraph (i)
above, upon termination of Grantee’s employment by Motorola or a
Subsidiary by Total and Permanent Disability. “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 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; or




- 12 -









 












	 	•	 	Subject to the vesting conditions outlined in subparagraph (i)
above, if the Grantee dies.






	 	b.	 	Subject to the vesting conditions outlined in subparagraph (i) above,
in the case of Involuntary Termination due to a Divestiture or for a reason
other than for Serious Misconduct before the expiration of the Restriction
Period, if the Units have not been forfeited as described in Section 2 above,
then the Restrictions shall lapse immediately.
	 
	 	c.	 	“Termination due to a Divestiture” for purposes of this 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”).
	 
	 	d.	 	“Serious Misconduct” for purposes of this 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.	 	Subject to the vesting conditions outlined in subparagraph (i) above,
if, during the Restriction Period, the Grantee takes a Leave of Absence from
Motorola or a Subsidiary, the Units will continue to be subject to this
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. “Leave of Absence” means an approved leave
of absence from Motorola or a Subsidiary that is not a termination of
employment, as determined by Motorola.
	 
	 	f.	 	To the extent the Restrictions lapse under this Section 3 with respect
to the Units, they will be free of the terms and conditions of this Award
(other than Section 2(c)). To the extent the Restrictions under this Section 3
do not lapse with respect to some or all of the Units prior to the end of the
Restriction Period, any such Units shall be forfeited.






	4.	 	Adjustments. If the number of outstanding shares of Common Stock is changed as a result
of a stock split or the like without additional consideration to the Company, the number
of Units subject to this Award shall be adjusted to correspond to the change in the
outstanding shares of Common Stock.
	 
	5.	 	Dividends. No dividends (or dividend equivalents) shall be paid with respect to Units
credited to the Grantee’s account.
	 
	6.	 	Delivery of Certificates or Equivalent. Upon the lapse of Restrictions applicable to the
Units, the Company shall, at its election, either (i) deliver to the Grantee a certificate
representing a number of shares of Common Stock equal to the number of Units upon which
such Restrictions have lapsed, or (ii) 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 upon which such Restrictions have lapsed.






	7.	 	Withholding Taxes. The Company is entitled to withhold applicable taxes for the
respective 




- 13 -









 






	 	 	tax jurisdiction attributable to this Award or any payment made in connection
with the Units. Grantee may satisfy any minimum withholding obligation by electing to
have the plan administrator retain shares of Common Stock deliverable in connection with
the Units having a Fair Market Value on the date the Restrictions applicable to the Units
lapse equal to the amount to be withheld. For purposes of this Agreement, the “Fair
Market Value” of Common Stock on any date shall be the closing price for a share of Common
Stock on that date as reported for the New York Stock Exchange — Composite Transactions in
the Wall Street Journal, Midwest edition.






	8.	 	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 certificates
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 or to interfere with
the right of the Company or a Subsidiary, to terminate Grantee’s employment
at any time.






	9.	 	Agreement Following Termination of Employment. Grantee agrees that upon termination of
employment with Motorola or a Subsidiary, Grantee will immediately inform Motorola of (a)
the identity of any new employer (or the nature of any start-up business or
self-employment), (b) Grantee’s new title, and (c) Grantee’s job duties and
responsibilities. Grantee hereby authorizes Motorola or a Subsidiary to provide a copy of
this Award Document 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/her compliance with the terms hereof.






	10.	 	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 paragraph. 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 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 Plan (“Data”). Motorola
and/or its Subsidiaries will transfer Data amongst themselves as necessary for the purpose
of implementation, administration and management of Grantee’s 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.
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 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 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 Plan. Grantee may, at any time, review Data, require any necessary 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 Plan.




- 14 -









 












	11.	 	Nature of Award. By accepting this Award Agreement, the Grantee acknowledges his or her
understanding that 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. Nor shall this or any such grant 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. In addition, the Grantee hereby acknowledges that he has entered
into employment with Motorola or a Subsidiary upon terms that did not include this Award
or similar awards, that his 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 services. Grantee’s acceptance of this Award is voluntary. 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.	 	Remedies for Breach. Grantee hereby acknowledges that the harm caused to the Company by
the breach or anticipated breach of paragraphs 2(c)(i), (ii) and/or (iii) of this
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,
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
paragraph 15 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.






	13.	 	Acknowledgements. With respect to the subject matter of paragraphs 2(c)(i), (ii) and
(iii) and paragraphs 12 and 15 hereof, this Agreement 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 paragraph 15 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
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 he has not,
will not and cannot rely on any representations not expressly made herein.






	14.	 	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.






	15.	 	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 Agreement shall be brought only in the state or federal courts of
Illinois.




- 15 -









 












	16.	 	Waiver. The failure of the Company to enforce at any time any provision of this Award
shall in no way be construed to be a waiver of such provision or any other provision
hereof.






	17.	 	Actions by the Compensation Committee. The Committee may delegate its authority to
administer this Agreement. The actions and determinations of the Compensation Committee
or its delegate shall be binding upon the parties.






	18.	 	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 Incentive Plan and any and all rules and
regulations established by Motorola in connection with awards issued under the 2006
Incentive 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.






	19.	 	Plan Documents. The 2006 Incentive Plan and the Prospectus for the 2006
Incentive 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.




- 16 -









 











ATTACHMENT C




MOTOROLA, INC.

AWARD DOCUMENT

For the

Motorola Omnibus Incentive Plan of 2006

Terms and Conditions Related to Employee Nonqualified Stock Options




	 	 	 	 	 	 	 
	Recipient:
	 	Thomas J. Meredith	 	Date of Expiration:	 	April 2, 2017
	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Commerce ID#:
	 	 	 	Number of Options:	 	250,000
	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Date of Grant:
	 	April 2, 2007	 	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 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
	100%
	 	April 2, 2008





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 Regular Vesting schedule discussed
above or to expire sooner than the Date of Expiration as stated above; provided, however, that for
purposes of this award, a termination of employment shall not include a change in your work
assignment from Executive Vice President and Acting Chief Financial Officer to any other position
in the Motorola Finance organization or on the Motorola Senior Leadership Team or as a consultant
to the CEO or any member of the Senior Leadership Team. Likewise for purposes of this agreement, a
termination of employment shall not include a change in your employment status from a full-time
employee to either a non-employee consultant to the Company or a non-employee director of the
Company. The 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 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: (1) all of your unvested Options will be fully vested and (2) 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 automatically expire upon termination of your
employment with Motorola, and all of your vested but not yet exercised Options will expire on 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
automatically expire upon termination and all of your vested but not yet exercised Options will
expire on 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 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 which does not constitute a
termination of employment 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.




- 18 -









 







Transferability – Except to the extent provided by the Committee, 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 and any additional withholding, if desired, 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, 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.



“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 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




- 19 -









 







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 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.





- 20 -









 





Exhibit 1

RSU Form

T. Meredith




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 Incentive Plan”);



     WHEREAS, the Award is being made as a special grant of Motorola restricted stock units
authorized by the Board of Directors (the “Board”) and the Board’s Compensation and
Leadership Committee (the “Compensation Committee”); and



     WHEREAS, it is a condition to Grantee receiving the Award that Grantee electronically
accept the terms, conditions and Restrictions applicable to the restricted stock units as
set forth in this Agreement.



     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. All Awards shall be
paid in whole shares of Motorola Common Stock (“Common Stock”); no fractional shares shall
be credited of delivered to Grantee.
	 
	2.	 	Restrictions. The Units are being awarded to Grantee subject to the transfer and
forfeiture conditions set forth below (the “Restrictions”) which shall lapse, if
at all, as described in Section 3 below. For purposes of this Award, the term Units
includes any additional Units granted to the Grantee with respect to Units, still subject
to the Restrictions.






	 	a.	 	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. Motorola shall have the right to assign this Agreement, which
shall not affect the validity or enforceability of this Agreement. This
Agreement shall inure to the benefit of assigns and successors of Motorola.
	 
	 	b.	 	Except to the extent Grantee’s Employment Period (as defined in his Amended
and Restated Employment Agreement dated October 4, 2007) is immediately
succeeded by his continued service as a non-employee director on the Board, any
Units still subject to the Restrictions shall be (x) automatically forfeited
upon the Grantee’s termination of employment with Motorola or a Subsidiary for
any reason other than death (as provided in Section 3(a) below), Total
and Permanent Disability (as provided in Section 3(a) below), or
Involuntary Termination due to (A) a Divestiture or (B) for a reason other than
for Serious Misconduct (as provided in Section 3(b) below). Further, if
Grantee is removed from the Board
or is not renominated to the Board for “Cause”, or if Grantee or voluntarily




 









 






	 	 	 	resigns from the Board, then any Units still subject to the Restrictions
shall be automatically forfeited. For purposes of this Award, a
“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. “Cause” is defined in the
2006 Incentive Plan.
	 
	 	c.	 	If Grantee engages in any of the following conduct, in addition to all
remedies in law and/or equity available to the Company or any Subsidiary,
Grantee shall forfeit all restricted stock units under the Award whose
Restrictions have not lapsed, and, for all restricted stock units under the
Award whose Restrictions have lapsed, Grantee shall immediately pay to the
Company the Fair Market Value (as defined in paragraph 7 below) of Common Stock
on the date(s) such Restrictions lapsed, without regard to any taxes that may
have been deducted from such amount. For purposes of subparagraphs (i) through
and including (iii) below, “Company” or “Motorola” shall mean Motorola Inc.
and/or any of its Subsidiaries:






	 	(i)	 	During the course of Grantee’s employment and
thereafter, Grantee uses or discloses, except on behalf of the
Company and pursuant to the Company’s directions, any Company
Confidential Information. “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 not generally known
until such broader use is actually commercially implemented; and/or
	 
	 	(ii)	 	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 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)	 	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 at any time during the two years prior to Grantee’s
termination of employment with the Company.




The Company will not be obligated to pay Grantee any consideration whatsoever for forfeited Units.





	3.	 	Lapse of Restrictions.






	 	a.	 	Except as set forth in Section 3(b) below, the Restrictions applicable to
the Units shall lapse, as long as the Units have not been forfeited as
described in Section 2 above, as follows:






	 	(i)	 	50% on the 30 month anniversary of the Date of Grant and an
additional 50% on the 60 month anniversay of the Date of Grant (the
“Restriction Period”);
	 
	 	(ii)	 	If Grantee ceases to serve as a member of the Board for any
reason (other than Grantee’s voluntary resignation or if Grantee is
removed from the Board or is not renominated to the Board for
“Cause”);
	 
	 	(iii)	 	If a Change in Control of the Company occurs during Grantee’s
Employment Period or any subsequent period of service on the Board
and the successor corporation (or parent thereof) does not, during
the Restriction Period, assume this Award or replace it with an
award that preserves the existing value of this Award at the time
of the Change in Control and that provides for subsequent payout in
accordance with the same vesting schedule applicable to this Award;
provided, further, that with respect to any Award that is assumed
or replaced, such assumed or replaced Award shall provide that the
Restrictions shall lapse if Grantee 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 in Control”, “Cause” and “Good Reason”
are defined in the 2006 Incentive Plan;
	 
	 	(iv)	 	Upon termination of Grantee’s Employment Period by Motorola or a
Subsidiary due to Grantee’s Total and Permanent Disability. “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 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; or
	 
	 	(v)	 	If the Grantee dies.






	 	b.	 	In the case of Involuntary Termination during the Employment Period due to a
Divestiture or for a reason other than for Serious Misconduct before the
expiration of the Restriction Period, if the Units have not been forfeited as
described in Section 2 above, then the Restrictions shall lapse on a
pro rata basis determined by dividing (i) the number of completed full years of
service by the Grantee from the Award Date to the employee’s date of
termination by (ii) the total length of the Restriction Period.
	 
	 	c.	 	“Termination due to a Divestiture” for purposes of this Agreement means if,
during the Employment Period, 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 during the
Employment Period (a “Divestiture”).
	 
	 	d.	 	“Serious Misconduct” for purposes of this Agreement means any misconduct
identified as a ground for termination of employment in the Motorola Code of
Business Conduct, or the human resources policies, or other written policies or
procedures.
	 
	 	e.	 	If, during the Employment Period, the Grantee takes a Leave of Absence from
Motorola or a Subsidiary, the Units will continue to be subject to this
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. “Leave of Absence” means an approved leave
of absence from Motorola or a Subsidiary that is not a termination of
employment, as determined by Motorola.
	 
	 	f.	 	To the extent the Restrictions lapse under this Section 3 with respect to
the Units, they will be free of the terms and conditions of this Award (other
than Section 2(c)).






	4.	 	Adjustments. If the number of outstanding shares of Common Stock is changed as a
result of a stock split or the like without additional consideration to the Company, the
number of Units subject to this Award shall be adjusted to correspond to the change in the
outstanding shares of Common Stock.
	 
	5.	 	Dividends. No dividends (or dividend equivalents) shall be paid with respect to
Units credited to the Grantee’s account.




 









 






	6.	 	Delivery of Certificates or Equivalent. Upon the lapse of Restrictions
applicable to the Units, the Company shall, at its election, either (i) deliver to the
Grantee a certificate representing a number of shares of Common Stock equal to the number
of Units upon which such Restrictions have lapsed, or (ii) 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 upon which such Restrictions have lapsed.
	 
	7.	 	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. Grantee may satisfy any minimum withholding obligation by
electing to have the plan administrator retain shares of Common Stock deliverable in
connection with the Units having a Fair Market Value on the date the Restrictions
applicable to the Units lapse equal to the amount to be withheld. “Fair Market
Value” for this purpose shall be the closing price for a share of Common Stock on
the day the Restrictions applicable to the Units lapse as reported for the New York Stock
Exchange-Composite Transactions in the Wall Street Journal, Midwest edition.
	 
	8.	 	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 certificates 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 or to interfere with the right of
the Company or a Subsidiary, to terminate Grantee’s employment at any time.






	9.	 	Agreement Following Termination of Employment. Grantee agrees that upon termination
of employment with Motorola or a Subsidiary, Grantee will immediately inform Motorola of (a)
the identity of any new employer (or the nature of any start-up business or self-employment),
(b) Grantee’s new title, and (c) Grantee’s job duties and responsibilities. Grantee hereby
authorizes Motorola or a Subsidiary to provide a copy of this Award Document 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/her compliance with the terms hereof.
	 
	10.	 	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 paragraph. 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 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 Plan (“Data”). Motorola
and/or its Subsidiaries will transfer Data amongst themselves as necessary for the purpose
of implementation, administration and management of Grantee’s 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.
Grantee’s 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 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 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 Plan. Grantee may, at any
time, review Data, require any necessary 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 Plan.
	 
	11.	 	Nature of Award. By accepting this Award Agreement, the Grantee acknowledges his
or her understanding that 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. Nor shall this or any such grant 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. In addition, the Grantee hereby acknowledges that he has entered
into employment with Motorola or a Subsidiary upon terms that did not include this Award
or similar awards, that his 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 services. Grantee’s acceptance of this Award is voluntary. 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.	 	Remedies for Breach. Grantee hereby acknowledges that the harm caused to the
Company by the breach or anticipated breach of paragraphs 2(c)(i), (ii) and/or (iii) of
this 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, 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 paragraph 15 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.
	 
	13.	 	Acknowledgements. With respect to the subject matter of paragraphs 2(c)(i),
(ii), and (iii), and paragraphs 12 and 15 hereof, this Agreement 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 paragraph 15
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
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 he has not,
will not and cannot rely on any representations not expressly made herein.
	 
	14.	 	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.
	 
	15.	 	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 Agreement shall be brought only in the state or federal
courts of Illinois.
	 
	16.	 	Waiver. The failure of the Company to enforce at any time any provision of this
Award shall in no way be construed to be a waiver of such provision or any other provision
hereof.
	 
	17.	 	Actions by the Compensation Committee. The Committee may delegate its authority
to administer this Agreement. The actions and determinations of the Compensation
Committee or its delegate shall be binding upon the parties.
	 
	18.	 	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 Incentive Plan and any and all rules and
regulations established by Motorola in connection with awards issued under the 2006
Incentive 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.
	 
	19.	 	Plan Documents. The 2006 Incentive Plan and the Prospectus for the 2006
Incentive 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.






 











 




Exhibit
2

T. Meredith
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 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
	  25%
	 	 	_____  ____, 20__	 
	  25%
	 	 	_____  ____, 20__	 
	  25%
	 	 	_____  ____, 20__	 
	  25%
	 	 	_____  ____, 20__	 





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 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 during your
Employment Period 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 during your
Employment Period 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 during your Employment Period
and the successor corporation does not assume these Options or replace them with options that
preserve the existing value of this award at the time of the Change in Control and provide for
subsequent payout in accordance with the same vesting schedule applicable to this award, then: (1)
all of your unvested Options will be fully vested and (2) 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 from
employment 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 during the Employment Period 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 during the Employment Period 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”) during the Employment Period, all of your
unvested Options will automatically expire upon termination of your employment with Motorola, and
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 during the Employment Period other than for Serious Misconduct or a Divestiture, all of
your unvested Options will automatically expire upon termination and 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 during the Employment Period 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.



Board
Service Following Employment Period – Notwithstanding any provision of this award to the
contrary, if your Employment Period with Motorola or a Subsidiary terminates but you continue as a
member of the Board of Directors of the Company (the “Board”), then all of your Options will
continue to vest in accordance with the Regular Vesting schedule (or, in the event of a “Change in
Control”, in accordance with the Special Vesting rules discussed below) based upon your continued
service as a member of the Board. If you cease to serve as a member of the Board for any reason,
then (a) all of your unvested Options will become fully vested on the date your Board service
ceases, and (b) all of your Options will be exercisable from the date your Board service ceases
until the Date of Expiration set forth above, unless any of the following four Special Vesting
rules apply:





	•	 	If you are removed from the Board or not re-nominated to the Board for “Cause” as defined
in the Plan, then, all of your Options (vested and unvested) expire upon the date you cease to
be a member of the Board.
	 
	•	 	If you voluntarily resign from the Board, all of your unvested Options will automatically
expire upon the effective date of your resignation, 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 resignation, or (ii) the Date of Expiration stated above.
	 
	•	 	If your service with the Board ends 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.
	 
	•	 	If a “Change in Control” of the Company occurs during your service with the Board, and the
successor corporation does not assume these Options or replace them with options that preserve
the existing value of this award at the time of the Change in Control and provide for
subsequent payout in accordance with the same vesting schedule applicable to this award, then:
(1) all of your unvested Options will be fully vested and (2) 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 above, 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 resign from the Board for Good Reason or are removed from the Board or not
renominated to the Board for a reason other than “Cause” within 24 months of the Change in
Control. For purposes of this paragraph, the terms “Good Reason”, “Change in Control” and
“Cause” are defined in the Plan.




Leave of Absence/Temporary Layoff



If you take a Leave of Absence from Motorola or a Subsidiary during the Employment Period 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 you are placed
on Temporary Layoff (as defined below) by Motorola or a Subsidiary during the Employment Period 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 and any additional withholding, if desired, 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.



“Employment Period” is as defined in your Amended and Restated Employment Agreement with Motorola,
dated October 4, 2007.



“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, 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.



“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 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 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.