Deferred Stock Units Agreement

Exhibit 10.25

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 shares of Motorola Common Stock equal to the number of Deferred Stock Units then credited to the Director’s account, plus a cash payment equal to the value of any fractional Unit so credited.

     5. Upon Motorola’s payment of a dividend with respect to its Common Stock, the number of Deferred Stock Units credited to the Director shall be increased by the number obtained by dividing the amount of dividend the Director would have received had the Director owned a number of shares of Motorola Common Stock equal to the number of Deferred Stock Units then credited to his or her account by the closing price of the Motorola Common Stock on the day before the date of the dividend payment, as reported for the New York Stock Exchange-Composite Transaction in The Wall Street Journal, Midwest Edition.

     In the event a dividend is paid in shares of stock of another company or in other property, the Director will be credited with the number of shares of that company or the amount of property which would have been received had the Director owned a number of shares of Motorola Common Stock equal to the number of Deferred Stock Units credited to his or her account and any such shares and property shall be