Exhibit 10.15
Greg Brown Form of RSU
RESTRICTED STOCK UNIT AWARD
AGREEMENT
This Restricted
Stock Unit Award (“ Award ”) is awarded on
___(“ Date of Grant ”), by Motorola, Inc. (the
“ Company ” or “ Motorola ”)
to ___(the “ Grantee ”).
WHEREAS, Grantee
is receiving the Award under the Motorola Omnibus Incentive Plan of
2006, as amended (the “ 2006 Incentive Plan ” or
the “ Plan ”);
WHEREAS, Grantee
is the Co-Chief Executive Officer of Motorola;
WHEREAS, the Award
is a grant of Motorola restricted stock units authorized by the
Board of Directors and the Board’s Compensation and
Leadership Committee (the “ Compensation Committee
”); and
WHEREAS, it is a
condition to Grantee receiving the Award that Grantee
electronically accept the terms, conditions and Restrictions
applicable to the restricted stock units as set forth in this
agreement.
NOW, THEREFORE, in
consideration of the mutual covenants contained herein and for
other good and valuable consideration, the Company hereby awards
restricted stock units to Grantee on the following terms and
conditions:
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1.
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Award of Restricted Stock
Units . The
Company hereby grants to Grantee a total of Motorola restricted
stock units (the “ Units ”) subject to the terms
and conditions set forth below and subject to adjustment as
provided in the 2006 Omnibus Plan. The units are granted pursuant
to the 2006 Omnibus Plan and are subject to all of the terms and
conditions of the 2006 Omnibus Plan.
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2.
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Restrictions . The Units are being awarded to
Grantee subject to the transfer and forfeiture conditions set forth
below (the “ Restrictions ”):
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a.
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Grantee may not directly or
indirectly, by operation of law or otherwise, voluntarily or
involuntarily, sell, assign, pledge, encumber, charge or otherwise
transfer any of the Units still subject to Restrictions. The Units
shall be forfeited if Grantee violates or attempts to violate these
transfer Restrictions. Motorola shall have the right to assign this
Agreement, which shall not affect the validity or enforceability of
this Agreement. This Agreement shall inure to the benefit of
assigns and successors of Motorola.
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b.
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Any
Units still subject to the Restrictions shall be automatically
forfeited upon the Grantee’s termination of employment with
Motorola or a Subsidiary for any reason other than death, Total and
Permanent Disability, or Involuntary Termination due to (i) a
Divestiture or (ii) for a reason other than for Serious
Misconduct. For purposes of this Agreement, a
“Subsidiary” is any corporation or other entity in
which a 50 percent or greater interest is held directly or
indirectly by Motorola and which is consolidated for financial
reporting purposes. Total and Permanent Disability is defined in
Section 3(f).
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c.
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If
Grantee engages in any of the following conduct for any reason, in
addition to all remedies in law and/or equity available to the
Company or any Subsidiary, Grantee shall forfeit all restricted
stock units under the Award whose Restrictions have not lapsed,
and, for all restricted stock units under the Award
whose
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Restrictions
have lapsed, Grantee shall immediately pay to the Company the Fair
Market Value (as defined in Section 7 below) of Motorola
Common Stock (“ Common Stock ”) on the date(s)
such Restrictions lapsed, without regard to any taxes that may have
been deducted from such amount. For purposes of subparagraphs
(i) through and including (v) below,
“Company” or “Motorola” shall mean
Motorola, Inc. and/or any of its Subsidiaries:
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(i)
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During the course of Grantee’s
employment and thereafter, Grantee uses or discloses, except on
behalf of the Company and pursuant to the Company’s
directions, any Company Confidential Information.
“Confidential Information” means information concerning
the Company and its business that is not generally known outside
the Company, and includes (A) trade secrets;
(B) intellectual property; (C) the Company’s
methods of operation and Company processes; (D) information
regarding the Company’s present and/or future products,
developments, processes and systems, including invention
disclosures and patent applications; (E) information on
customers or potential customers, including customers’ names,
sales records, prices, and other terms of sales and Company cost
information; (F) Company personnel data; (G) Company
business plans, marketing plans, financial data and projections;
and (H) information received in confidence by the Company from
third parties. Information regarding products, services or
technological innovations in development, in test marketing or
being marketed or promoted in a discrete geographic region, which
information the Company or one of its affiliates is considering for
broader use, shall be deemed not generally known until such broader
use is actually commercially implemented; and/or
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(ii)
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During Grantee’s employment
and for a period of two years following the termination of
Grantee’s employment for any reason, Grantee hires, recruits,
solicits or induces, or causes, allows, permits or aids others to
hire, recruit, solicit or induce, or to communicate in support of
those activities, any employee of the Company who possesses
Confidential Information of the Company to terminate his/her
employment with the Company and/or to seek employment with
Grantee’s new or prospective employer, or any other company;
and/or
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(iii)
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During Grantee’s employment
and for a period of two years following the termination of
Grantee’s employment for any reason, Grantee engages in
activities which are entirely or in part the same as or similar to
activities in which Grantee engaged at any time during the two
years preceding termination of Grantee’s employment with the
Company, for any person, company or entity in connection with
products, services or technological developments (existing or
planned) that are entirely or in part the same as, similar to, or
competitive with, any products, services or technological
developments (existing or planned) on which Grantee worked at any
time during the two years preceding termination of Grantee’s
employment. This paragraph applies in countries in which
Grantee
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has physically
been present performing work for the Company at any time during the
two years preceding termination of Grantee’s employment;
and/or
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(iv)
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During Grantee’s employment
and for a period of two years following the termination of
Grantee’s employment for any reason, Grantee, directly or
indirectly, on behalf of Grantee or any other person, company or
entity, solicits or participates in soliciting, products or
services competitive with or similar to products or services
offered by, manufactured by, designed by or distributed by the
Company to any person, company or entity which was a customer or
potential customer for such products or services and with which
Grantee had direct or indirect contact regarding those products or
services or about which Grantee learned confidential information at
any time during the two years prior to Grantee’s termination
of employment with the Company; and/or
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(v)
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During Grantee’s employment
and for a period of two years following the termination of
Grantee’s employment for any reason, Grantee, directly or
indirectly, in any capacity, provides products or services
competitive with or similar to products or services offered by the
Company to any person, company or entity which was a customer for
such products or services and with which customer Grantee had
direct or indirect contact regarding those products or services or
about which customer Grantee learned Confidential Information at
any time during the two years prior to Grantee’s termination
of employment with the Company.
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d.
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The
Units are subject to the terms and conditions of the
Company’s Policy Regarding Recoupment of Incentive Payments
upon Financial Restatement (such policy, as it may be amended from
time to time, being the “ Recoupment Policy ”).
The Recoupment Policy provides for determinations by the
Company’s independent directors that, as a result of
intentional misconduct by Grantee, the Company’s financial
results were restated (a “ Policy Restatement
”). In the event of a Policy Restatement, the Company’s
independent directors may require, among other things
(a) cancellation of any of the Units that remain outstanding;
and/or (b) reimbursement of any gains in respect of the Units,
if and to the extent the conditions set forth in the Recoupment
Policy apply. Any determinations made by the independent directors
in accordance with the Recoupment Policy shall be binding upon
Grantee. The Recoupment Policy is in addition to any other remedies
which may be otherwise available at law, in equity or under
contract, to the Company.
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e.
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The
Company will not be obligated to pay Grantee any consideration
whatsoever for forfeited Units.
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3.
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Vesting . Subject to the remaining terms and
conditions of this Award, and provided the Units have not been
forfeited as described in Section 2 above, the Units will vest
as follows.
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a.
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Eligible Units will vest upon the
earlier of (i) a Separation (as defined in Section 19) or
(ii) a Public Announcement (as defined in Section 19);
provided,
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however, that
any Units that are not Eligible Units on such Separation or Public
Announcement will vest upon the date that such Units become
Eligible Units.
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b.
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The
Units will become “Eligible Units” in accordance with
the following schedule:
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Percentage
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Date
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May 7,
2010
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May 7,
2011
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May 7,
2012
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c.
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Except as described below in
Sections 2(e)(f) and (g) , no Units will vest unless and until
such Units are Eligible Units.
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d.
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For
purposes of this Agreement, the “Restriction Period”
applicable to a Unit shall refer to the period of time beginning on
the Date of Grant and ending on the date that the Restrictions
applicable to such Unit shall lapse, as set forth in Section 3(a)
(b) and (c) above.
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e.
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The
Units will also vest as follows:
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(i)
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If
a Change in Control of the Company occurs and the successor
corporation (or parent thereof) does not assume this Award or
replace it with a comparable award; provided, further, that with
respect to any Award that is assumed or replaced, such assumed or
replaced awards shall provide that the Restrictions shall lapse if
Grantee is involuntarily terminated (for a reason other than
“Cause”) or quits 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 2006
Incentive Plan;
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(ii)
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Upon termination of Grantee’s
employment by Motorola or a Subsidiary by Total and Permanent
Disability. “Total and Permanent Disability” means for
(x) U.S. employees, entitlement to long term disability
benefits under the Motorola Disability Income Plan, as amended and
any successor plan or a determination of a permanent and total
disability under a st
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