Motorola Long Range Incentive
Plan (LRIP) of 2009
The Plan is
being implemented pursuant to the terms and conditions of the
Motorola Omnibus Incentive Plan of 2006, as amended.
Officers of the
Company who are working directly in the Broadband Mobility
Solutions business as recommended by the co-Chief Executive Officer
and Chief Executive Officer, Broadband Mobility Solutions and
Officers working directly in the Mobile Devices business as
recommended by the co-Chief Executive Officer and Chief Executive
Officer, Mobile Devices and approved by the Committee shall be
eligible to participate in the Plan. The co-Chief Executive
Officers and the Chief Operating Officer (if any) are also eligible
to participate as approved by the Committee. No employee who is not
an Officer shall be eligible to participate in the Plan.
Generally,
Officers who become eligible to participate during the first three
months of a multi-year performance cycle will participate in the
full performance cycle. Officers who become eligible to participate
after the first three months of a performance cycle will
participate in the performance cycle on a pro rata basis,
except that Officers who become eligible to participate during the
last three months of a performance cycle will not be eligible to
participate in the performance cycle.
Participants
who lose their eligibility to participate as a result of the lapse
of status as an Officer after the first three months of a
performance cycle will participate in the performance cycle on a
pro rata basis if they continue to be employed with the
Company through the last day of the performance cycle or if their
employment terminates due to death, total and permanent disability,
divestiture or they are involuntarily terminated for a reason other
than cause during the third year of the performance cycle
Participants who lose their eligibility to participate in the first
three months of a performance cycle will not be eligible to
participate in the performance cycle.
Pro
rata awards will be
determined on the basis of the number of completed months of
employment as an Officer during which the participant is actually
working within the performance cycle.
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The Plan is
based upon multi-year performance cycles selected by the Committee
with an initial three-year performance cycle beginning on
January 1, 2009 .
Performance
measures for each cycle will be determined by the Committee based
on one or more of the Performance Measures set forth in
Section 14 of the Omnibus Plan.
Performance
measures may apply to performance in each year in the performance
cycle, to cumulative performance during multiple years in the
performance cycle or the entire performance cycle, or a combination
of any of the foregoing. If performance measures are applied to
performance in each year in the performance cycle, performance to
target for each year shall be divided by the number of years in the
performance cycle and added together to determine the award for the
entire performance cycle.
P
articipants’ target
& maximum award
A
participant’s target award is established at the commencement
of a performance cycle based on a percentage of the
participant’s base pay rate in effect at that time. If
performance measures are applied to performance in each year in the
performance cycle, the target award for a Covered Employee for any
succeeding year will be adjusted at the commencement of the next
year in the performance cycle.
A
participant’s maximum earned award will be two times his/her
target award.
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All
earned awards will be paid in cash or Company stock, as determined
by the Committee in its discretion. To the extent awards are paid
in Company stock, the number of shares of stock earned by a
participant shall be determined by dividing the amount of the award
earned during the performance cycle by the Certification Date
Value. The shares will be issued under, and subject to the
limitations of, the Omnibus Plan or such other shareholder-approved
Company equity-based incentive plan as designated by the
Committee.
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The
Committee may reduce the amount of the payment to be made pursuant
to this Plan to any participant who is or may be a Covered Employee
at any time prior to payment as a result of the participant’s
performance during the performance cycle. The co-Chief Executive
Officer and Chief Executive Officer, Broadband Mobility Solutions
may adjust the amount of the payment to be made pursuant to this
Plan to any participant who works directly for the Broadband
Mobility Solutions business and the co-Chief Executive Officer,
Chief Executive Officer Mobile Devices may adjust the amount of the
payment to be made pursuant to this Plan to any participant who
works
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directly for the Mobile Devices
business at any time prior to payment as a result of the
participant’s performance during the performance cycle;
provided, however, that any such adjustment may not result in a
payment to the participant in excess of the participant’s
maximum award under the Plan and any such adjustment to a payment
to a member of the Senior Leadership Team or a Covered Person will
be subject to the approval of the Committee.
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If
the Committee determines, in its sole discretion, that a
participant has willfully engaged in any activity at any time,
prior to the payment of an award, that the Committee determines
was, is, or will be harmful to the Company, the participant will
forfeit any unpaid award.
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The
Company shall have the right to satisfy all federal, state and
local withholding tax requirements with respect to the award earned
by reducing either (1) the cash paid (in the event of a cash
payment) by the amount of withholding or (2) the number of
earned shares (in the event of a stock payment) by the number of
shares determined by dividing the amount of withholding required by
the Certification Date Value.
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Payments will be made as soon as
administratively practicable during the calendar year immediately
following the last calendar year in the performance cycle (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). A participant has
no right to any award until that award is paid.
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S
ituations affecting the
plan
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Generally, a participant will be
eligible for payment of an earned award only if employment
continues through the last day of the performance cycle.
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Because employee retention is an
important objective of this Plan and awards do not bear a precise
relationship to time worked within the calendar year or length of
service with the Company, Participants who separate from employment
prior to the end of the performance cycle (for reasons other than
death, Total and Permanent Disability, Retirement or, if the
separation from employment occurs in the final year of a
performance cycle, involuntary termination for a reason other than
Cause) shall not receive any award attributable to that performance
cycle.
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