AMENDED AND RESTATED FREESCALE SEMICONDUCTOR HOLDINGS 2007 EMPLOYEE INCENTIVE PLAN

EXHIBIT 10.7

AMENDED AND RESTATED

FREESCALE SEMICONDUCTOR HOLDINGS

2007 EMPLOYEE INCENTIVE PLAN

Exhibit A, which is incorporated by reference, defines the terms used in the Plan and in the Award Agreements.

The Plan has been established to advance the interests of the Company and its Affiliates by providing for the grant to Participants of Awards.

The Committee has discretionary authority, subject only to the express provisions of the Plan and the Award Agreements, to interpret the Plan; determine eligibility for and grant Awards; determine, modify or waive the terms and conditions of any Award; prescribe forms, rules and procedures; and otherwise do all things necessary to carry out the purposes of the Plan. Except as otherwise provided by the express terms of an Award Agreement, all determinations of the Committee made under the Plan will be conclusive and will bind all parties.

(a) Number of Shares . A maximum of 4,949,711 shares of Common Stock of the Company may be delivered in satisfaction of Awards under the Plan. The issuance of Shares, the payment of cash upon the exercise of an Award, the withholding of Shares in satisfaction of the exercise price of Stock Options or the withholding of Shares in satisfaction of tax withholding requirements shall reduce the total number of Shares available under the Plan, as applicable. Shares which are subject to Awards (or portion thereof) that are canceled, forfeited or otherwise terminated may be granted again under the Plan. Common Stock issued under awards of an acquired company that are converted, replaced or adjusted in connection with the acquisition shall not reduce the number of shares available for Awards under the Plan.

(b) Type of Shares . Common Stock delivered under the Plan may be authorized but unissued Common Stock or previously issued Common Stock acquired by the Company or any of its Affiliates and may include fractional shares of Common Stock.

The Committee, based upon recommendations of the Company and it Affiliates, will select Participants from among those key Employees of the Company or its Affiliates who, in the opinion of the Committee, are in a position to make a significant contribution to the success of the Company and its Affiliates.

(a) General .

(1) Stock Option Provisions . The Committee will determine the terms of all Stock Options, subject to the limitations provided herein, and shall furnish to each Participant an Award Agreement setting forth the terms applicable to the Participant’s Stock Option. By entering into an Award Agreement, the Participant agrees to the terms of the Stock Option and of the Plan, to the extent not inconsistent with the express terms of the Award Agreement. Notwithstanding any provision of this Plan to the contrary, awards of an acquired company that are converted, replaced or adjusted in connection with the acquisition may contain terms and conditions that are inconsistent with the terms and conditions specified herein, as determined by the Committee.

(2) Transferability . Except as otherwise provided in the Shareholders Agreement or as the Committee otherwise expressly provides, Stock Options may not be transferred other than by will or by the laws of descent and distribution, and during a Participant’s lifetime, except as the Committee otherwise expressly provides, may be exercised only by the Participant.

(3) Vesting, Etc. The Committee may determine the time or times at which a Stock Option will vest or become exercisable and the terms on which a Stock Option requiring exercise will remain exercisable. Unless the Committee expressly provides otherwise, a vested Stock Option shall be exercisable only on or after the earlier to occur of (i) the date which is six (6) months after the effective date of a Public Offering and (ii) the seventh anniversary of the date of grant. Without limiting the foregoing, the Committee may at any time accelerate the vesting or exercisability of a Stock Option, regardless of any adverse or potentially adverse tax consequences resulting from such acceleration. Unless the Committee expressly provides otherwise in an Award Agreement, immediately upon the cessation of a Participant’s Employment all Stock Options will cease to be exercisable and will terminate, except that:

(A) subject to (B) and (C) below, all Stock Options held by the Participant or the Participant’s permitted transferees (as determined by reference to the Shareholders Agreement and applicable Award Agreement), if any, immediately prior to the cessation of the Participant’s Employment, to the extent then exercisable, will remain exercisable for the shorter of (i) a period of 90 days or (ii) the period ending on the latest date on which such Stock Option could have been exercised without regard to this Section 6(a)(3), and will thereupon terminate;

(B) all Stock Options held by a Participant or the Participant’s permitted transferees, if any, immediately prior to the Participant’s death or Disability, to the extent then exercisable, will remain exercisable for the shorter of (i) the twelve (12) month period following the Participant’s death or Disability or (ii) the period ending on the latest date on which such Stock Options could have been exercised without regard to this Section 6(a)(3), and will thereupon terminate; and

(C) all Stock Options held by a Participant or the Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment will immediately terminate upon such cessation if such cessation of Employment was for Cause.

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(4) Taxes . The Committee will make such provision for the withholding of taxes as it deems necessary. The Committee may, but need not, hold back shares of Common Stock from a Stock Option or permit a Participant to tender previously owned shares of Common Stock in satisfaction of tax withholding requirements (but not in excess of the applicable minimum statutory withholding rate).

(5) Dividend Equivalents, Etc. To the extent consistent with Section 409A of the Code, the Committee may in its sole discretion provide for the payment of amounts in cash, or for other adjustments to a Stock Option, upon an Adjustment Event, with respect to Common Stock subject to a Stock Option.

(6) Rights Limited . Nothing in the Plan will be construed as giving any person the right to continued Employment with the Company or its Affiliates, continued participation in the Plan, or any rights as a stockholder except as to shares of Common Stock actually issued under the Plan.

(7) Shareholders Agreement . Unless otherwise specifically provided, all Stock Options issued under the Plan and all Common Stock issued thereunder will be subject to the Shareholders Agreement.

(b) Exercise .

(1) Time And Manner Of Exercise . Unless the Committee expressly provides otherwise, a Stock Option permitting exercise by the holder will not be deemed to have been exercised until the Committee receives a notice of exercise (in form acceptable to the Committee) signed by the appropriate person and accompanied by any payment required under the Stock Option. If the Stock Option is exercised by any person other than the Participant, the Committee may require satisfactory evidence that the person exercising the Stock Option has the right to do so.

(2) Exercise Price . Except as otherwise permitted pursuant to Section 6(a)(5) or Section 7(b)(1) hereof, the exercise price of a Stock Option will not be less than the Fair Market Value of the Common Stock subject to the Stock Option, determined as of the date of grant.

(3) Payment Of Exercise Price . Where the exercise of a Stock Option is to be accompanied by payment, the Committee may determine the required or permitted forms of payment, subject to the following: (a) all payments will be by cash or check acceptable to the Committee, or (b) if so permitted by the Committee, (i) through the delivery of shares of Common Stock that have a Fair Market Value equal to the exercise price, except where payment by delivery of shares of Common Stock would adversely affect the Company’s results of operations under Generally Accepted Accounting Principles or where payment by delivery of shares of Common Stock outstanding for less than six months would require application of securities laws relating to profit realized on such shares of Common Stock, (ii) where permitted by law, by delivery to the Company of a promissory note of the person exercising the Stock Option, payable on such terms as are specified by the Committee, (iii) at such time, if any, as the Common Stock is publicly traded,

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through a broker-assisted exercise program acceptable to the Committee, (iv) by other means acceptable to the Committee, or (v) by means of withholding of shares of Common Stock, with an aggregate Fair Market Value equal to (A) the aggregate exercise price and (B) unless the Company is precluded or restricted from doing so under debt covenants, minimum statutory withholding taxes with respect to such exercise, or (vi) by any combination of the foregoing permissible forms of payment. The delivery of shares of Common Stock in payment of the exercise price under clause (b)(i) above may be accomplished either by actual delivery or by constructive delivery through attestation of ownership, subject to such rules as the Committee may prescribe.

(a) Change Of Control . Except as otherwise provided in an Award Agreement, in the event of a Change of Control in which there is an acquiring or surviving entity, the Committee may, unless the Committee determines that doing so is inappropriate or unfeasible, provide for the continuation or assumption of some or all outstanding Awards, or for the grant of new awards in substitution therefor, by the acquiror or survivor or an affiliate of the acquiror or survivor, in each case on such terms and subject to such conditions as preserve the intrinsic value of the Award in the Committee’s good faith determination. In the event of a Change of Control (whether or not th