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 Paul J. Liska (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
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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 (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 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
(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 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; and/or
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(v)
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Non-Competition regarding
Activities. 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
has physically been present performing work for the Company at any
time during the two years 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 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
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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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The
period from the Date of Grant through the last vesting date set
forth above is referred to as the “ Restriction
Period ”.
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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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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
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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 years 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 .
Upon the vesting of the applicable Units described in
Section 3 above, the Company shall, at its election,
either:
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a.
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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
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