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Deferred Stock Units
Agreement
This Agreement
made by and between Motorola, Inc. (“Motorola”) and the
undersigned Non-Employee Director (“Director”) of the
Motorola Board of Directors (“Board”) is effective as
of January 1, 2006.
Whereas, Director
is acquiring the right to receive shares of Motorola Common Stock
in the future in the form of Deferred Stock Units; and
Whereas, this
right to receive Deferred Stock Units is conditioned upon the
Director executing and delivering to Motorola an agreement
evidencing the terms, conditions and restrictions applicable to the
Deferred Stock Units.
Now Therefore,
Motorola and Director mutually agree as follows:
1. The
Deferred Stock Units that are subject to this Agreement are being
issued to Director pursuant to the Motorola Omnibus Incentive Plan
of 2003 or such other Motorola equity incentive plan as designated
by the Compensation and Leadership Committee of the Board, and are
subject to the terms and conditions of the applicable plan. If a
term is used but not defined, it has the meaning given such term in
the applicable plan.
2. The
Deferred Stock Units that are subject to this Agreement will be all
of the Deferred Stock Units issued to the Director in lieu of cash
Compensation earned on or after January 1, 2006, pursuant to
the applicable plan and the Election Form executed by Director that
is on file with Motorola.
3. The
Deferred Stock Units may not be sold, assigned, transferred,
pledged or encumbered by Director at any time.
4. Upon the
termination of the Director’s service on the Board, the
Company shall deliver to the Director a certificate representing a
number of sh
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