STOCK OPTION CONSIDERATION
AGREEMENT
GRANT DATE: May ___, 2009
The following
Agreement is established to protect the trade secrets, intellectual
property, confidential information, customer relationships and
goodwill of Motorola, Inc. and each of its subsidiaries (the
“Company”) both as defined in the Motorola Omnibus
Incentive Plan of 2006 (the “2006 Plan”).
As
consideration for the stock option(s) granted to me on the date
shown above under the terms of the 2006 Plan (“the Covered
Options”), and Motorola having provided me with Confidential
Information, I agree to the following:
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1.
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I
acknowledge that my agreement to the following restrictive
covenants are a condition of the grant of the Covered
Options:
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(a)
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I
agree that during the course of my employment and thereafter, I
will not use or disclose, except on behalf of the Company and
pursuant to its directions, any Company Confidential Information.
Confidential Information means information concerning the Company
and its business that is not generally known outside the Company.
Confidential Information includes: (i) trade secrets;
(ii) intellectual property; (iii) the Company’s
methods of operation and Company processes; (iv) information
regarding the Company’s present and/or future products,
developments, processes and systems, including invention
disclosures and patent applications; (v) information on
customers or potential customers, including customer’s names,
sales records, prices, and other terms of sales and Company cost
information; (vi) Company personnel data; (vii) Company
business plans, marketing plans, financial data and projections;
and (viii) information received in confidence by the Company
from third parties. Information regarding products 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 not be deemed generally known until such broader use is
actually commercially implemented.
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(b)
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I
agree that during my employment and for a period of two years
following my termination of employment for any reason, I will not
hire, recruit, solicit or induce, or cause, allow, permit or aid
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
my new or prospective employer, or any other company.
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(c)
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I
agree that during my employment and for a period of two years
following the termination of my employment for any reason, I will
not engage in activities which are entirely or in part the same as
or similar to activities in which I engaged at any time during the
two years preceding termination of my employment, 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 I worked at any time during the two years
preceding the termination of my employment. This paragraph applies
in the countries in which I have physically been present performing
work for the Company at any time during the two years preceding
termination of my employment.
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(d)
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I
agree that during my employment and for a period of two years
following the termination of my employment for any reason, I will
not, directly or indirectly, on behalf of myself or any
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other person,
company or entity, solicit or participate 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 I
had direct or indirect contact regarding those products or services
or about which I learned Confidential Information at any time
during the two years prior to my termination of employment with the
Company.
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(e)
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I
agree that during my employment and for a period of two years
following the termination of my employment for any reason,
I
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