MOTOROLA, INC. AWARD DOCUMENT For the Motorola Omnibus Incentive Plan of 2006 Terms and Conditions Related to Employee Nonqualified Stock Options

MOTOROLA, INC.
AWARD DOCUMENT
For the
Motorola Omnibus Incentive Plan of 2006
Terms and Conditions Related to Employee Nonqualified Stock Options

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 Schedule
All Eligible Options (as defined below) will vest and become exercisable upon the earlier of (1) the Separation (as defined below) or (2) a Public Announcement (as defined below); provided, however, that any Options that are not Eligible Options on such Separation or Public Announcement will vest and become exercisable upon the date that such Options become Eligible Options. The Options will become “Eligible Options” in accordance with the following schedule:

Except as described below under “Special Vesting Dates and Special Expiration Dates,” no Options will vest or become exercisable unless and until such Options are Eligible Options.

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 (1) the Date of Expiration as stated above or (2) 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 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: (1) all of your unvested Options will be fully vested and (2) 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 Award Document, 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 that is not a Separation (as defined below), 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 that is not a Separation ( 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 date of the Divestiture and the denominator of which is thirty-six months, minus (b) any Options that vested prior to the date of the 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 Prior to a Separation or Public Announcement - If Motorola or a Subsidiary on its initiative, terminates your employment or service other than for Serious Misconduct prior to a Separation or Public Announcement then all of your unvested Options will automatically expire upon termination of your employment or service and all of your vested Options 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 by Motorola or a Subsidiary Other than for Serious Misconduct on or after a Separation or Public Announcement — If Motorola or a Subsidiary on its initiative, terminates your employment or service other than for Serious Misconduct on or after a Separation or Public Announcement then 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 thirty-six months, 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