Exhibit 10.1
NQ General
2006 Plan
MOTOROLA, INC.
AWARD DOCUMENT
For the
Motorola Omnibus Incentive Plan of 2006
Terms and Conditions Related to Employee Nonqualified Stock
Options
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Date of
Expiration:
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Number of
Options:
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Exercise
Price:
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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 above schedule (subject to
the other terms hereof).
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 (i) the Date of
Expiration as stated above or (ii) 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 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
-1-
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:
(i) all of your unvested Options will be fully vested and
(ii) 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 vest
on a pro rata basis in an amount equal to (a)(i) the total number
of Options subject to this Award, multiplied by (ii) a
fraction, the numerator of which is the number of completed full
months of service by the Grantee from the Date of Grant to the
employee’s date of Divestiture and the denominator of which
is the number of full months during the entire vesting period,
minus (b) any Options that vested prior to the date of
Divestiture. 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 other than for Serious
Misconduct or a Divestiture, all of your unvested Options will vest
on a pro rata basis in an amount equal to (a)(i) the total number
of Options subject to this Award, multiplied by (ii) a
fraction, the numerator of which is the number of completed full
months of service by the Grantee from the Date of Grant to the
employee’s date of termination and the denominator of which
is the number of full months during the entire vesting period,
minus (b) any Options that vested prior to the date of
termination. 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 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.
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 from which the
employee has right to return to
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