2009 Motorola Incentive
Plan
The 2009
Motorola Incentive Plan has been established to retain Employees
through competitive rewards, attract premier talent, align
individual efforts with business goals, and reward Employees for
strong business performance. The Plan is based on successive
calendar-year performance periods commencing 1 January 2009.
The Plan is being implemented pursuant to the terms and conditions
of the Omnibus Plan. Capitalized terms are defined in the
“Definitions” section below.
To be eligible
to participate in this Plan, an individual must be:
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A
full-time or part-time Employee of Motorola assigned to a
Participating Organization;
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Not
a participant in any other annual group incentive or bonus plan (
e.g., sales commission plans, etc.); and
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The
Employee must meet one of the following conditions:
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The
Employee is active on a Company payroll as of the end of the Plan
Year;
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The
Employee is on a Leave of Absence as of the end of the Plan
Year;
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The
Employee Retired from the Company during the Plan Year while
actively employed or from a Leave of Absence;
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The
Employee died during the Plan Year while actively employed by the
Company or while on a Leave of Absence;
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The
Employee separated from the Company during the Plan Year under
certain circumstances in connection with a reduction in force or
restructuring, which circumstances are described in the
“Administration” section below; or
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The
Employee separated from the Company during the Plan Year under
certain circumstances in connection with a Divestiture, which
circumstances are described in the “Administration”
section below.
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The MIP
Committee may modify the foregoing eligibility provisions to
exclude groups of employees on a country-wide or business
unit/organizational basis as the MIP Committee deems necessary or
appropriate.
Awards will be
calculated and paid after the close of each Plan Year on which the
awards are based. The award amount will be based on Eligible
Earnings, the Target Award Percentage, and the Business and
Individual Performance Factors, as follows:
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=
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Eligible
Earnings
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*
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Target Award
Percentage
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Business
Performance Factor
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*
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Individual
Performance Factor
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Target Award
Percentages for each Plan Year for Participants who are
(i) subject to Section 162(m), (ii) subject to
Section 16, or (iii) designated as a member of the
Motorola Senior Leadership Team shall be determined by the
Compensation Committee. Target Award Percentages for each Plan Year
for all other Participants shall be determined by salary grade by
country by the MIP Committee.
Business
Performance Factors shall be based on financial and non-financial
factors as may be determined by the Compensation Committee in its
complete discretion.
Individual
Performance Factors are based on the performance of the
Participants in contributing to the Company’s business
performance. Managers will select an Individual Performance Factor
for each Participant; provided, however, that Individual
Performance Factors are limited to the range of 0x to 1.3x. The MIP
Committee may determine additional limitations and guidelines
regarding the selection of Individual Performance
Factors.
Establishing
Performance Measures and Goals
Annually, the
Compensation Committee will establish the following for the Plan
Year no later than the 90 th day of the Plan Year:
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Performance measures
— the specific
financial and/or non-financial measures that will be used to
determine the Business Performance Factors for that year, and the
relative weighting of each measure.
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Payout scales
— for Motorola and
its business units, the specific performance minimums, targets, and
maximums and the corresponding percentage payout.
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The
Compensation Committee will review progress against the performance
measures periodically throughout the year. At the end of the Plan
Year, the Committee will review full year performance and the
corresponding management recommendations regarding each Business
Performance Factor. The Compensation Committee, in its discretion,
will determine the final Business Performance Factor.
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All
earned awards will be paid in cash. Payment will be made as soon as
administratively practical during the calendar year immediately
following the close of a Plan Year (unless a Participant makes an
irrevocable election under any deferred compensation arrangement
subject to Section 409A of the Internal Revenue Code of 1986,
as amended, to defer payment of a portion of the
Participant’s Award, in which case such payment, if any,
shall be made in accordance with such election).
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A
Participant shall have no right to any award until that award is
paid.
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Awards are subject to all applicable
withholding taxes and other required deductions.
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The
Plan will not be available to Employees who are subject to the laws
of any jurisdiction which prohibits any provisions of this Plan or
in which tax or other business considerations make participation
impracticable in the judgment of the MIP Committee.
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This Plan does not constitute a
guarantee of employment nor does it restrict the Company’s
rights to terminate employment at any time or for any
reason.
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The
Plan and any individual award is offered as a gratuitous award at
the sole discretion of the Company. The Plan does not create vested
rights of any nature nor does it constitute a contract of
employment or a contract of any other kind. The Plan does not
create any customary concession or privilege to which there is any
entitlement from year-to-year, except to the extent required under
applicable law. Nothing in the Plan entitles an Employee to any
remuneration or benefits not set forth in the Plan nor does it
restrict the Company’s rights to increase or decrease the
compensation of any Employee, except as otherwise required under
applicable law.
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Except as explicitly provided by
law, the awards shall not become a part of any employment
condition, regular salary, remuneration package, contract or
agreement, but shall remain gratuitous in all respects. Awards are
not to be taken into account for
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determining overtime pay, severance
pay, termination pay, pay in lieu of notice, or any other form of
pay or compensation.
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Except as explicitly provided by
law, this Plan is provided at the Company’s sole discretion
and the Compensation Committee may modify or terminate it at any
time, prospectively or retroactively, without notice or obligation
for any reason. In addition, there is no obligation to extend the
Plan or establish a replacement plan in subsequent
years.
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All
awards to Covered Persons are subject to the terms and conditions
of the Recoupment Policy. The Recoupment Policy provides for
determinations by the Company’s independent di
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