Exhibit 10.2
RSU Agreement
Appointed AVP and Elected Officer
Revised for electronic format
RESTRICTED STOCK UNIT AWARD
AGREEMENT
This Restricted
Stock Unit Award (“ Award ”) is awarded on
«Grant_date» (“ Date of Grant ”), by
Motorola, Inc. (the “ Company ” or “
Motorola ”) to «First_Name»
«Last_Name» (the “ Grantee
”).
WHEREAS, Grantee
is receiving the Award under the Motorola Omnibus Incentive Plan of
2006, as amended (the “ 2006 Omnibus Plan ”);
and
WHEREAS, the Award
is being made by the Compensation and Leadership Committee (the
“ Compensation Committee ”) of the Board of
Directors;
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
«Txt_Nbr_of_Shares» («Whole_Nbr_of_Shares»)
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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No
Assignment. Prior to the vesting of the Units as described in
Section 3 below, 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.
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b.
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Restricted Conduct. If Grantee
engages in any of the conduct described in subparagraphs
(i) through (v) below for any reason, in addition to all
remedies in law and/or equity available to the Company or any
Subsidiary (as defined in Section 20 below), including the
recovery of liquidated damages, Grantee shall forfeit all Units
(whether or not vested) and shall immediately pay to the Company,
with respect to previously vested Units, an amount equal to
(x) the per share Fair Market Value (as defined in
Section 20 below) of Motorola Common Stock (“Common
Stock”) on the date on which the Restrictions lapsed with
respect to the applicable previously vested Units times
(y) the number of shares underlying such previously vested
Units, without regard to any taxes that may have been deducted from
such amount. For purposes of subparagraphs (i) through
(v) below, “Company” or “Motorola”
shall mean Motorola Inc. and/or any of its Subsidiaries.
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i.
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Confidential Information. During the
course of Grantee’s employment with the Company or any
Subsidiary and thereafter, Grantee uses or discloses, except on
behalf of the Company and pursuant to the Company’s
directions, any Company Confidential Information (as defined in
Section 20 below); and/or
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ii.
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Solicitation of Employees. During
Grantee’s employment and for a period of one year 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 (as defined in
Section 20 below) 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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Solicitation of Customers. During
Grantee’s employment and for a period of one year 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
(as defined in Section 20 below) at any time during the two
years prior to Grantee’s termination of employment with the
Company; and/or
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iv.
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Non-Competition regarding Products
or Services. During Grantee’s employment and for a period of
one year 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 one
year prior to Grantee’s termination of employment with the
Company; and/or
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v.
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Non-Competition regarding
Activities. During Grantee’s employment and for a period of
one year 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 one year 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 one year
preceding termination of Grantee’s employment. This paragraph
applies in countries in which Grantee has physically been present
performing work for the Company at any time during the one year
preceding termination of Grantee’s employment.
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c.
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Recoupment Policy. If the Grantee is
an officer subject to Section 16 of the U.S. Securities
Exchange Act of 1934, as amended (the “Exchange Act”)
the Units are subject to the terms
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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, 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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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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Vesting Period. The Units will vest
as follows in accordance with the following schedule (the
applicable date, the “RSU Vesting Date”):
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ii.
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The
period from the Date of Grant through the last vesting date set
forth above is referred to as the “ Restriction Period
”. Any unvested Units shall be automatically forfeited upon
the Grantee’s termination of employment with Motorola or a
Subsidiary prior to the applicable RSU Vesting Date for any reason
other than those set forth in Sections 3(b) through (e) below.
The Company will not be obligated to pay Grantee any consideration
whatsoever for forfeited Units.
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iii.
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If,
during the Restriction Period, the Grantee takes a Leave of Absence
(as defined in Section 20 below) from Motorola or a
Subsidiary, the Units will continue to be subject to this Award
Agreement. If the Restriction Period expires while the Grantee is
on a Leave of Absence, the Grantee will be entitled to the Units
even if the Grantee has not returned to active
employment.
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b.
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Change in Control. 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, then the Units shall be fully vested; provided,
further, that with respect to any Award that is assumed or
replaced, such assumed or replaced awards shall provide that the
Award shall be fully vested for any Participant that 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 of Control”, “Cause” and
“Good Reason” are defined in the 2006 Omnibus
Plan.
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c.
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Total and Permanent Disability. All
unvested Units shall fully vest upon Grantee’s termination of
employment with Motorola and its Subsidiaries due to Total and
Permanent Disability (as defined in Section 20
below).
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d.
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Death. All unvested Units shall
fully vest upon Grantee’s termination of employment with
Motorola and its Subsidiaries due to death.
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e.
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Certain Terminations of Employment.
In the case of Termination due to a Divestiture (as defined in
Section 20 below) or if Motorola or a Subsidiary terminates
Grantee’s employment for reasons other than for Serious
Misconduct (as defined in Section 20 below) before the
expiration of the Restriction Period, and if the Units have not
been forfeited as described in Section 2 above, then the Units
shall vest on a pro rata basis in an amount equal to (a)(i) the
total number of Units 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 Restriction Period, minus (b) any
Units that vested prior to such Termination.
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4.
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Delivery of Certificates or
Equivalent .
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a.
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Upon the vesting of the applicable
Units described in Section 3 above, the Company shall, at its
election, either: (i) establish a brokerage account for the
Grantee and credit to that account the number of shares of Common
Stock of the Company equal to the number of Units that have vested;
or (ii) deliver to the Grantee a certificate representing a
number of shares of Common Stock equal to the number of Units that
have vested.
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b.
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Subject to Section 22 the
actions contemplated by clauses (i) and (ii) above shall
occur within 60 days following the date that the applicable
Units vested.
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5.
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Whole Shares . All Awards shall be paid in whole
shares of Common Stock; no fractional shares shall be credited or
delivered to Grantee.
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6.
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Adjustments . The Units shall be subject to
adjustment as provided in Section 16 of the 2006 Omnibus
Plan.
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7.
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Dividends . No dividends (or dividend
equivalents) shall be paid with respect to Units credited to the
Grantee’s account.
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8.
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Withholding Taxes
. The Company is
entitled to withhold applicable taxes for the respective tax
jurisdiction attri
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