SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 3 to

SCHEDULE TO

(Rule 13e-4)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

MOTOROLA, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Options to Purchase Common Stock, $0.01 par value per share
(Title of Class of Securities)

620076109
(CUSIP Number of Class of Securities)

Greg A. Lee

Senior Vice President, Human Resources
1303 East Algonquin Road
Schaumburg, Illinois 60196
(847) 576-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Persons)

Copies to:

Craig A. Roeder
Christopher M. Bartoli
Baker & McKenzie LLP
One Prudential Plaza, Suite 3500
130 East Randolph Drive
Chicago, Illinois 60601
(312) 861-8000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee
$163,439,907	$9,119.95

*

Calculated solely for purposes of determining the applicable filing fee. This amount assumes that options to purchase 112,338,621 shares of common stock of Motorola, Inc. having an aggregate value of $163,439,907 as of May 11, 2009 will be exchanged or cancelled pursuant to this offer. The aggregate value of such options was calculated based on the Black—Scholes option pricing model. The amount of the filing fee, calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $55.80 for each $1,000,000 of the value of the transaction.

þ

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$9,119.95.
Form or Registration No.:	Schedule TO-I.
Filing party:	Motorola, Inc.
Date filed:	May 14, 2009.

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates:

o third party tender offer subject to Rule 14d-1.

þ issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

TABLE OF CONTENTS

	Item 12. Exhibits
SIGNATURE
INDEX TO EXHIBITS
EX-99(a)(1)(M)
EX-99(a)(1)(P)

INTRODUCTORY STATEMENT

     This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on May 14, 2009, as amended (the “Schedule TO”) by Motorola, Inc., a Delaware corporation (“Motorola” or the “Company”), in connection with the Company’s offer to exchange certain outstanding stock options to purchase up to an aggregate of 112,338,621 shares of the Company’s common stock as of April 22, 2009, whether vested or unvested, that were granted prior to June 1, 2007, expire after December 31, 2009 and have an exercise price equal to or greater than $12.00 per share (the “Offer to Exchange”).

     Only those items amended are reported in this Amendment No. 3. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this Amendment No. 3 does not modify any of the information previously reported on the Schedule TO.

Item 12. Exhibits.

****(a)(1)(A)	Offer to Exchange Certain Outstanding Options for Replacement Options dated May 14, 2009, as amended June 2, 2009.
**(a)(1)(B)	Email Announcement of the Launch of the Stock Option Exchange Program dated May 14, 2009 from the Company’s Co-Chief Executive Officers, Gregory Q. Brown and Sanjay K. Jha.
**(a)(1)(C)	Summary of the Motorola Stock Option Exchange Program Brochure.
**(a)(1)(D)	Transcript of the Stock Option Exchange Program Overview.
**(a)(1)(E)	Transcript of the Video Commentary on stock option exchange programs.
**(a)(1)(F)	Paper Election Form for Email or Facsimile Transmission.
**(a)(1)(G)	Confirmation of Receipt of Election Form.
**(a)(1)(H)	Screen Shots of Program Website.
**(a)(1)(I)	Form of Emails to Employees with Initial Login ID and Password information.
**(a)(1)(J)	Form of Reminder Email.
**(a)(1)(K)	Form of Email to Eligible Employees who have not logged into Program website.
**(a)(1)(L)	Form of Email to Eligible Employees who have logged into Program website but not participated.
* (a)(1)(M)	Form of Netherlands Specific Agreement.
***(a)(1)(N)	Memorandum to Eligible Employees with future separation of employment date and attached Example of Pro Rata Vesting.
****(a)(1)(O)	Email dated June 2, 2009 to Eligible Employees regarding filing of Amended Tender Offer Materials.
* (a)(1)(P)	Email dated June 10, 2009 to Eligible Employees in Israel regarding updated discussion of the material tax consequences of participating in the Stock Option Exchange Program.
(b)	Not applicable.
(d)(1)(A)	The Motorola Omnibus Incentive Plan of 2006, as amended and restated on May 4, 2009, incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221).
(d)(1)(B)	The Motorola Omnibus Incentive Plan of 2003, as amended and restated on May 4, 2009, incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221).
(d)(1)(C)	The Motorola Omnibus Incentive Plan of 2002, as amended and restated on May 4, 2009, incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221).

2

(d)(1)(D)	The Motorola Omnibus Incentive Plan of 2000, as amended and restated on May 4, 2009, incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221).
(d)(1)(E)	The Motorola Amended and Restated Incentive Plan of 1998, as amended and restated on May 4, 2009, incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221).
(d)(1)(F)	The Motorola Compensation/Acquisition Plan of 2000, as amended and restated on May 4, 2009, incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221).
**(d)(1)(G)	Form of Motorola, Inc. Award Document — Terms and Conditions Related To Employees Nonqualified Stock Options relating to the Motorola Omnibus Incentive Plan of 2006 for Replacement Options to be granted on or about June 12, 2009.
**(d)(1)(H)	Form of Motorola, Inc. Award Document — Terms and Conditions Related To Employees Nonqualified Stock Options relating to the Motorola Omnibus Incentive Plan of 2006 (broker-assisted-mandatory cashless) for Replacement Options to be granted on or about June 12, 2009.
**(d)(1)(I)	Form of Motorola Stock Option Consideration Agreement in connection with the Replacement Option grant to be made on or about June 12, 2009.
(d)(1)(J)	Form of Motorola, Inc. Award Document — Terms and Conditions Related to Employee Nonqualified Stock Options relating to the Motorola Omnibus Incentive Plan of 2006 for grants on or after February 11, 2007, incorporated by reference to Exhibit 10.37 to Motorola’s Report on Form 8-K filed on February 15, 2007 (File No. 1-7221).
**(d)(1)(K)	Form of Motorola, Inc. Award Document — Terms and Conditions Related to Employee Nonqualified Stock Options, broker-assisted (mandatory cashless) for grants on or after February 11, 2007.
**(d)(1)(L)	Form of Motorola, Inc. Award Document — Terms and Conditions Related to Employee French Qualified Stock Options for grants on or after February 11, 2007.
(d)(1)(M)	Form of Motorola Stock Option Consideration Agreement for grants on or after February 11, 2007, incorporated by reference to Exhibit 10.4 to Motorola’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No. 1-7221).
(d)(1)(N)	Form of Motorola, Inc. Restricted Stock Unit Agreement relating to the Motorola Omnibus Incentive Plan of 2006 for grants to Appointed Vice Presidents and Elected Officers, effective January 1, 2009, incorporated by reference to Exhibit No. 10.4 to Motorola’s annual report on Form 10-K for the fiscal year ending December 31, 2008.

3

(d)(1)(O)	Motorola, Inc. Award Document for the Motorola Omnibus Incentive Plan of 2006, Terms and Conditions Related to Employee Nonqualified Stock Options granted to Gregory Q. Brown on January 31, 2008 (Market-based vesting), incorporated by reference to Exhibit 10.9 to Motorola’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (File No. 1-7221).
(d)(1)(P)	Form of Motorola Stock Option Consideration Agreement for Gregory Q. Brown for grants on or after January 31, 2008, incorporated by reference to Exhibit 10.10 to Motorola’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (File No. 1-7221).
(d)(1)(Q)	Form of Motorola, Inc. Restricted Stock Unit Award Agreement for Gregory Q. Brown relating to the Motorola Omnibus Incentive Plan of 2006 for grants on or after January 31, 2008, incorporated by reference to Exhibit No. 10.11 to Motorola’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (File No. 1-7221).
(d)(1)(R)	Amendment approved on December 30, 2008 to the form of Restricted Stock Unit Award Agreements described above as Exhibits (d)(1)(N) and (d)(1)(Q), incorporated by reference to Exhibit 10.22 to Motorola’s Report on Form 10-K for the fiscal year ended December 31, 2008, (File No. 1-7221).
(d)(1)(S)	Form of Motorola, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options for Gregory Q. Brown, relating to the Motorola Omnibus Incentive Plan of 2006 for grants on or after May 7, 2009, incorporated by reference to Exhibit No. 10.13 to Motorola’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221).
(d)(1)(T)	Form of Stock Option Consideration Agreement for Gregory Q. Brown for grants on or after May 7, 2009, incorporated by reference to Exhibit No. 10.14 to Motorola’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221).
(d)(1)(U)	Form of Motorola, Inc. Restricted Stock Unit Award Agreement for Gregory Q. Brown relating to the Motorola Omnibus Incentive Plan of 2006, for grants on or after May 7, 2009, incorporated by reference to Exhibit No. 10.15 to Motorola’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221).
(d)(1)(V)	Form of Deferred Stock Units Agreement between Motorola, Inc. and its non-employee directors, relating to the deferred stock units issued in lieu of cash compensation to directors under the Motorola Omnibus Incentive Plan of 2006 or any successor plan, for acquisitions on or after February 11, 2007, incorporated by reference to Exhibit 10.8 to Motorola’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No. 1-272210).
(d)(1)(W)	Form of Deferred Stock Units Award Agreement between Motorola, Inc. and its non-employee directors under the Motorola Omnibus Incentive Plan of 2006 or any successor plan for grants on or after February 11, 2007, incorporated by reference to Exhibit 10.9 to Motorola’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No. 1-27221).
(d)(1)(X)	Form of Motorola, Inc. Award Document—Terms and Conditions Related to Non-Employee Director Nonqualified Stock Options relating to the Motorola Omnibus Incentive Plan of 2002 , incorporated by reference to Exhibit 10.2 to Motorola’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2002 (File No. 1-7221).
(d)(1)(Y)	Form of Deferred Stock Units Agreement between Motorola, Inc. and its non-employee directors, relating to the deferred stock units issued in lieu of cash compensation to directors under the Motorola Omnibus Incentive Plan of 2003 or any successor plan, for acquisitions from January 1, 2006 to February 11, 2007, incorporated by reference to Exhibit No. 10.25 to Motorola’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (File No. 1-7221).
(d)(1)(Z)	Motorola Non-Employee Directors Stock Plan, as amended and restated on May 6, 2003, incorporated by reference to Exhibit 10.20 to Motorola’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2003 (File No. 1-7221).
(d)(1)(AA)	2009 Motorola Incentive Plan, incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed on March 20, 2009 (File No. 1-7221).
(d)(1)(BB)	2009 Performance Measures under the 2009 Motorola Incentive Plan, incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K filed on March 20, 2009 (File No. 1-7221).
(d)(1)(CC)	Motorola Long-Range Incentive Plan (LRIP) of 2009, incorporated by reference to Exhibit 10.3 to Motorola’s Form 8-K filed on March 20, 2009 (File No. 1- 7221).

4

(d)(1)(DD)	2009 Performance Measures under the Motorola Long Range Incentive Plan of 2009, incorporated by reference to Exhibit 10.4 to Motorola’s Form 8-K filed on March 20, 2009 (File No. 1-7221).
(d)(1)(EE)	Motorola Elected Officers Supplementary Retirement Plan, as amended through May 8, 2007, incorporated by reference to Exhibit No. 10.29 to Motorola’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2007 (File No. 1-7221).
(d)(1)(FF)	First Amendment to the Motorola Elected Officers Supplementary Retirement Plan, adopted December 15, 2008, incorporated by reference to Exhibit 10.1 to Motorola’s Report on Form 8-K filed on December 17, 2008 (File No. 1-7221).
(d)(1)(GG)	Motorola Management Deferred Compensation Plan, as amended through May 2, 2006 (incorporated by reference to Exhibit No. 10.29 to Motorola’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2006 (File No. 1-7221)).
(d)(1)(HH)	Motorola, Inc. Senior Officer Amended and Restated Change in Control Severance Plan, incorporated by reference to Exhibit 10.44 to Motorola’s Report on Form 10-K for the fiscal year ended December 31, 2008 (File No. 1-7221).
(d)(1)(II)	Motorola, Inc. Executive Severance Plan, as amended through December 31, 2008, Effective October 1, 2008, incorporated by reference to Exhibit 10.45 to Motorola’s Report on Form 10-K for the fiscal year ended December 31, 2008 (File No. 1-7221).
(d)(1)(JJ)	Motorola, Inc. Retiree Basic Life Insurance for Elected Officers prior to January 1, 2004 who retire after January 1, 2005 (incorporated by reference to Exhibit 10.36 to Motorola’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (File No. 1-7221)).
(d)(1)(KK)	Arrangement for directors’ fees and retirement plan for non-employee directors (description incorporated by reference from the information under the caption “How Are the Directors Compensated?” of Motorola’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 4, 2009 (“Motorola Proxy Statement”)).
(d)(1)(LL)	Insurance covering non-employee directors and their spouses (including a description incorporated by reference from the information under the caption “Director Retirement Plan and Insurance Coverage” of the Motorola Proxy Statement and to Exhibit 10.57 to Motorola’s Report on Form 10-Q for the fiscal quarter ended March 29, 2008 (File No. 1-7221)).
(d)(1)(MM)	Employment Agreement dated August 27, 2008 by and between Motorola, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit 10.1 to Motorola’s Report on Form 8-K filed on August 29, 2008 (File No. 1-7221)).
(d)(1)(NN)	Amendment made on December 15, 2008 to the Employment Agreement dated August 27, 2008 by and between Motorola, Inc. and Gregory Q. Brown, incorporated by reference to Exhibit 10.50 to Motorola’s Report on Form 10-K for the fiscal year ended December 31, 2008 (File No. 1-7221).
(d)(1)(OO)	Employment Agreement dated August 4, 2008 by and between Motorola, Inc. and Sanjay K. Jha (incorporated by reference to Exhibit 10.1 to Motorola’s Report on Form 8-K filed on August 4, 2008 (File No. 1-7221)).
(d)(1)(PP)	Amendment made on December 15, 2008 to the Employment Agreement dated August 4, 2008 by and between Motorola, Inc. and Sanjay K. Jha, incorporated by reference to Exhibit 10.52 to Motorola’s Report on Form 10-K for the fiscal year ended December 31, 2008 (File No. 1-7221).
(d)(1)(QQ)	Description of Certain Compensatory Arrangements between Motorola, Inc. and Gregory Q. Brown and between Motorola, Inc. and Sanjay K. Jha, as of December 15, 2008, incorporated by reference to Exhibit 10.53 to Motorola’s Report on Form 10-K for the fiscal year ended December 31, 2008, (File No. 1-7221).
(d)(1)(RR)	Amended and Restated Employment Agreement between Thomas J. Meredith and Motorola, Inc. (As Amended January 30, 2008) (incorporated by reference to Exhibit 10.48 to Motorola’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (File No. 1-7221)).
(d)(1)(SS)	Aircraft Time Sharing Agreement dated May 4, 2009, by and between Motorola, Inc. and Gregory Q. Brown, incorporated by reference to Exhibit No. 10.11 to Motorola’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221).
(d)(1)(TT)	Aircraft Time Sharing Agreement dated May 4, 2009, by and between Motorola, Inc. and Sanjay K. Jha, incorporated by reference to Exhibit No. 10.12 to Motorola’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221).

5

(g)	Not applicable
(h)	Not applicable.

*	Filed herewith
**	Previously filed with the Schedule TO filed with the Securities and Exchange Commission on May 14, 2009 and incorporated herein by reference
***	Previously filed with Amendment No. 1 to the Schedule TO filed with the Securities and Exchange Commission on May 28, 2009 and incorporated herein by reference
****	Previously filed with Amendment No. 2 to the Schedule TO filed with the Securities and Exchange Commission on June 2, 2009 and incorporated herein by reference

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SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 3 to Schedule TO is true, complete and correct.

MOTOROLA, INC.
 

/s/ Michele A. Carlin  

Michele A. Carlin, Corporate Vice President, Global Rewards,  

Motorola, Inc. 

Date: June 10, 2009

7

INDEX TO EXHIBITS

Exhibit
Number	Description
****(a)(1)(A)	Offer to Exchange Certain Outstanding Options for Replacement Options dated May 14, 2009, as amended June 2, 2009.
**(a)(1)(B)	Email Announcement of the Launch of the Stock Option Exchange Program dated May 14, 2009 from the Company’s Co-Chief Executive Officers, Gregory Q. Brown and Sanjay K. Jha.
**(a)(1)(C)	Summary of the Motorola Stock Option Exchange Program Brochure.
**(a)(1)(D)	Transcript of the Stock Option Exchange Program Overview.
**(a)(1)(E)	Transcript of the Video Commentary on stock option exchange programs.
**(a)(1)(F)	Paper Election Form for Email or Facsimile Transmission.
**(a)(1)(G)	Confirmation of Receipt of Election Form.
**(a)(1)(H)	Screen Shots of Program Website.
**(a)(1)(I)	Form of Emails to Employees with Initial Login ID and Password information.
**(a)(1)(J)	Form of Reminder Email.
**(a)(1)(K)	Form of Email to Eligible Employees who have not logged into Program website.
**(a)(1)(L)	Form of Email to Eligible Employees who have logged into Program website but not participated.
* (a)(1)(M)	Form of Netherlands Specific Agreement.
***(a)(1)(N)	Memorandum to Eligible Employees with future separation of employment date and attached Example of Pro Rata Vesting.
****(a)(1)(O)	Email dated June 2, 2009 to Eligible Employees regarding filing of Amended Tender Offer Materials.
*(a)(1)(P)	Email dated June 10, 2009 to Eligible Employees in Israel regarding updated discussion of the material tax consequences of participating in the Stock Option Exchange Program.
(b)	Not applicable.
(d)(1)(A)	The Motorola Omnibus Incentive Plan of 2006, as amended and restated on May 4, 2009, incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221).
(d)(1)(B)	The Motorola Omnibus Incentive Plan of 2003, as amended and restated on May 4, 2009, incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221).
(d)(1)(C)	The Motorola Omnibus Incentive Plan of 2002, as amended and restated on May 4, 2009, incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221).
(d)(1)(D)	The Motorola Omnibus Incentive Plan of 2000, as amended and restated on May 4, 2009, incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221).
(d)(1)(E)	The Motorola Amended and Restated Incentive Plan of 1998, as amended and restated on May 4, 2009, incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221).
(d)(1)(F)	The Motorola Compensation/Acquisition Plan of 2000, as amended and restated on May 4, 2009, incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221).
**(d)(1)(G)	Form of Motorola, Inc. Award Document — Terms and Conditions Related To Employees Nonqualified Stock Options relating to the Motorola Omnibus Incentive Plan of 2006 for Replacement Options to be granted on or about June 12, 2009.

8

Exhibit
Number	Description
**(d)(1)(H)	Form of Motorola, Inc. Award Document — Terms and Conditions Related To Employees Nonqualified Stock Options relating to the Motorola Omnibus Incentive Plan of 2006 (broker-assisted-mandatory cashless) for Replacement Options to be granted on or about June 12, 2009.
**(d)(1)(I)	Form of Motorola Stock Option Consideration Agreement in connection with the Replacement Option grant to be made on or about June 12, 2009.
(d)(1)(J)	Form of Motorola, Inc. Award Document — Terms and Conditions Related to Employee Nonqualified Stock Options relating to the Motorola Omnibus Incentive Plan of 2006 for grants on or after February 11, 2007, incorporated by reference to Exhibit 10.37 to Motorola’s Report on Form 8-K filed on February 15, 2007 (File No. 1-7221).
**(d)(1)(K)	Form of Motorola, Inc. Award Document — Terms and Conditions Related to Employee Nonqualified Stock Options, broker-assisted (mandatory cashless) for grants on or after February 11, 2007.
**(d)(1)(L)	Form of Motorola, Inc. Award Document — Terms and Conditions Related to Employee French Qualified Stock Options for grants on or after February 11, 2007.
(d)(1)(M)	Form of Motorola Stock Option Consideration Agreement for grants on or after February 11, 2007, incorporated by reference to Exhibit 10.4 to Motorola’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No. 1-7221).
(d)(1)(N)	Form of Motorola, Inc. Restricted Stock Unit Agreement relating to the Motorola Omnibus Incentive Plan of 2006 for grants to Appointed Vice Presidents and Elected Officers, effective January 1, 2009, incorporated by reference to Exhibit No. 10.4 to Motorola’s annual report on Form 10-K for the fiscal year ending December 31, 2008.
(d)(1)(O)	Motorola, Inc. Award Document for the Motorola Omnibus Incentive Plan of 2006, Terms and Conditions Related to Employee Nonqualified Stock Options granted to Gregory Q. Brown on January 31, 2008 (Market-based vesting), incorporated by reference to Exhibit 10.9 to Motorola’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (File No. 1-7221).
(d)(1)(P)	Form of Motorola Stock Option Consideration Agreement for Gregory Q. Brown for grants on or after January 31, 2008, incorporated by reference to Exhibit 10.10 to Motorola’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (File No. 1-7221).
(d)(1)(Q)	Form of Motorola, Inc. Restricted Stock Unit Award Agreement for Gregory Q. Brown relating to the Motorola Omnibus Incentive Plan of 2006 for grants on or after January 31, 2008, incorporated by reference to Exhibit No. 10.11 to Motorola’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (File No. 1-7221).
(d)(1)(R)	Amendment approved on December 30, 2008 to the form of Restricted Stock Unit Award Agreements described above as Exhibits (d)(1)(N) and (d)(1)(Q), incorporated by reference to Exhibit 10.22 to Motorola’s Report on Form 10-K for the fiscal year ended December 31, 2008, (File No. 1-7221).
(d)(1)(S)	Form of Motorola, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options for Gregory Q. Brown, relating to the Motorola Omnibus Incentive Plan of 2006 for grants on or after May 7, 2009, incorporated by reference to Exhibit No. 10.13 to Motorola’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221).
(d)(1)(T)	Form of Stock Option Consideration Agreement for Gregory Q. Brown for grants on or after May 7, 2009, incorporated by reference to Exhibit No. 10.14 to Motorola’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221).
(d)(1)(U)	Form of Motorola, Inc. Restricted Stock Unit Award Agreement for Gregory Q. Brown relating to the Motorola Omnibus Incentive Plan of 2006, for grants on or after May 7, 2009, incorporated by reference to Exhibit No. 10.15 to Motorola’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221).
(d)(1)(V)	Form of Deferred Stock Units Agreement between Motorola, Inc. and its non-employee directors, relating to the deferred stock units issued in lieu of cash compensation to directors under the Motorola Omnibus Incentive Plan of 2006 or any successor plan, for acquisitions on or after February 11, 2007, incorporated by reference to Exhibit 10.8 to Motorola’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No. 1-272210).
(d)(1)(W)	Form of Deferred Stock Units Award Agreement between Motorola, Inc. and its non-employee directors under the Motorola Omnibus Incentive Plan of 2006 or any successor plan for grants on or after February 11, 2007, incorporated by reference to Exhibit 10.9 to Motorola’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No. 1-27221).

9

Exhibit
Number	Description
(d)(1)(X)	Form of Motorola, Inc. Award Document—Terms and Conditions Related to Non-Employee Director Nonqualified Stock Options relating to the Motorola Omnibus Incentive Plan of 2002 , incorporated by reference to Exhibit 10.2 to Motorola’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2002 (File No. 1-7221).
(d)(1)(Y)	Form of Deferred Stock Units Agreement between Motorola, Inc. and its non-employee directors, relating to the deferred stock units issued in lieu of cash compensation to directors under the Motorola Omnibus Incentive Plan of 2003 or any successor plan, for acquisitions from January 1, 2006 to February 11, 2007, incorporated by reference to Exhibit No. 10.25 to Motorola’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (File No. 1-7221).
(d)(1)(Z)	Motorola Non-Employee Directors Stock Plan, as amended and restated on May 6, 2003, incorporated by reference to Exhibit 10.20 to Motorola’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2003 (File No. 1-7221).
(d)(1)(AA)	2009 Motorola Incentive Plan, incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed on March 20, 2009 (File No. 1-7221).
(d)(1)(BB)	2009 Performance Measures under the 2009 Motorola Incentive Plan, incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K filed on March 20, 2009 (File No. 1-7221).
(d)(1)(CC)	Motorola Long-Range Incentive Plan (LRIP) of 2009, incorporated by reference to Exhibit 10.3 to Motorola’s Form 8-K filed on March 20, 2009 (File No. 1- 7221).
(d)(1)(DD)	2009 Performance Measures under the Motorola Long Range Incentive Plan of 2009, incorporated by reference to Exhibit 10.4 to Motorola’s Form 8-K filed on March 20, 2009 (File No. 1-7221).
(d)(1)(EE)	Motorola Elected Officers Supplementary Retirement Plan, as amended through May 8, 2007, incorporated by reference to Exhibit No. 10.29 to Motorola’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2007 (File No. 1-7221).
(d)(1)(FF)	First Amendment to the Motorola Elected Officers Supplementary Retirement Plan, adopted December 15, 2008, incorporated by reference to Exhibit 10.1 to Motorola’s Report on Form 8-K filed on December 17, 2008 (File No. 1-7221).
(d)(1)(GG)	Motorola Management Deferred Compensation Plan, as amended through May 2, 2006 (incorporated by reference to Exhibit No. 10.29 to Motorola’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2006 (File No. 1-7221)).
(d)(1)(HH)	Motorola, Inc. Senior Officer Amended and Restated Change in Control Severance Plan, incorporated by reference to Exhibit 10.44 to Motorola’s Report on Form 10-K for the fiscal year ended December 31, 2008 (File No. 1-7221).
(d)(1)(II)	Motorola, Inc. Executive Severance Plan, as amended through December 31, 2008, Effective October 1, 2008, incorporated by reference to Exhibit 10.45 to Motorola’s Report on Form 10-K for the fiscal year ended December 31, 2008 (File No. 1-7221).
(d)(1)(JJ)	Motorola, Inc. Retiree Basic Life Insurance for Elected Officers prior to January 1, 2004 who retire after January 1, 2005 (incorporated by reference to Exhibit 10.36 to Motorola’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (File No. 1-7221)).
(d)(1)(KK)	Arrangement for directors’ fees and retirement plan for non-employee directors (description incorporated by reference from the information under the caption “How Are the Directors Compensated?” of Motorola’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 4, 2009 (“Motorola Proxy Statement”)).
(d)(1)(LL)	Insurance covering non-employee directors and their spouses (including a description incorporated by reference from the information under the caption “Director Retirement Plan and Insurance Coverage” of the Motorola Proxy Statement and to Exhibit 10.57 to Motorola’s Report on Form 10-Q for the fiscal quarter ended March 29, 2008 (File No. 1-7221)).
(d)(1)(MM)	Employment Agreement dated August 27, 2008 by and between Motorola, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit 10.1 to Motorola’s Report on Form 8-K filed on August 29, 2008 (File No. 1-7221)).

10

Exhibit
Number	Description
(d)(1)(NN)	Amendment made on December 15, 2008 to the Employment Agreement dated August 27, 2008 by and between Motorola, Inc. and Gregory Q. Brown, incorporated by reference to Exhibit 10.50 to Motorola’s Report on Form 10-K for the fiscal year ended December 31, 2008 (File No. 1-7221).
(d)(1)(OO)	Employment Agreement dated August 4, 2008 by and between Motorola, Inc. and Sanjay K. Jha (incorporated by reference to Exhibit 10.1 to Motorola’s Report on Form 8-K filed on August 4, 2008 (File No. 1-7221)).
(d)(1)(PP)	Amendment made on December 15, 2008 to the Employment Agreement dated August 4, 2008 by and between Motorola, Inc. and Sanjay K. Jha, incorporated by reference to Exhibit 10.52 to Motorola’s Report on Form 10-K for the fiscal year ended December 31, 2008 (File No. 1-7221).
(d)(1)(QQ)	Description of Certain Compensatory Arrangements between Motorola, Inc. and Gregory Q. Brown and between Motorola, Inc. and Sanjay K. Jha, as of December 15, 2008, incorporated by reference to Exhibit 10.53 to Motorola’s Report on Form 10-K for the fiscal year ended December 31, 2008, (File No. 1-7221).
(d)(1)(RR)	Amended and Restated Employment Agreement between Thomas J. Meredith and Motorola, Inc. (As Amended January 30, 2008) (incorporated by reference to Exhibit 10.48 to Motorola’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (File No. 1-7221)).
(d)(1)(SS)	Aircraft Time Sharing Agreement dated May 4, 2009, by and between Motorola, Inc. and Gregory Q. Brown, incorporated by reference to Exhibit No. 10.11 to Motorola’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221).
(d)(1)(TT)	Aircraft Time Sharing Agreement dated May 4, 2009, by and between Motorola, Inc. and Sanjay K. Jha, incorporated by reference to Exhibit No. 10.12 to Motorola’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221).
(g)	Not applicable
(h)	Not applicable.

*	Filed herewith
**	Previously filed with the Schedule TO filed with the Securities and Exchange Commission on May 14, 2009 and incorporated herein by reference
***	Previously filed with Amendment No. 1 to the Schedule TO filed with the Securities and Exchange Commission on May 28, 2009 and incorporated herein by reference
****	Previously filed with Amendment No. 2 to the Schedule TO filed with the Securities and Exchange Commission on June 2, 2009 and incorporated herein by reference

11

EX-99.A.1.M

Exhibit (a)(1)(M)

MOTOROLA, INC.

FORM OF
AGREEMENT ON DUTCH TAX AND SOCIAL SECURITY CONTRIBUTIONS

STOCK OPTION EXCHANGE

An employer-employee relationship is in effect between [NAME OF EMPLOYEE] (the “Employee”) and [Motorola B.V.] or [Symbol Technologies B.V.] (the “Employer”).

The Employer’s parent company, Motorola, Inc. (“Motorola”), has offered Employee the right to participate in a stock option exchange program pursuant to the terms and conditions that are described in the Offer to Exchange Certain Outstanding Options for Replacement Options dated May 14, 2009 (the “Program”).

If Employee decides to participate in the Program, which expires on June 12, 2009, unless extended (the “Expiration Date of the Program”), Motorola will grant the Employee a certain number of stock options over shares of Motorola common stock (the “Replacement Options”) under the Motorola Omnibus Incentive Plan of 2006. The Replacement Options are granted in exchange for previously granted stock options over shares of Motorola common stock (the “Exchanged Options”), which will be cancelled.

On May 12, 2009, the Employer received confirmation from the Dutch Tax Authorities regarding the consequences of the Program for Dutch tax and social security purposes. The Dutch Tax Authorities confirmed that no Dutch taxes and/or social security contributions are due in connection with the Program provided that:

(i)	no loss and/or refund is claimed for Dutch wage and/or personal income tax purposes by the Employee and/or the Employer with respect to the Exchanged Options that are exchanged pursuant to the Program;
(ii)	the full gain derived from exercising and/or disposing of the Replacement Options to be granted under the Program constitutes taxable wages for both Dutch tax and social security purposes, and
(iii)	the Employer informs the competent inspector of the Dutch Tax Authorities about this agreement prior to the Expiration Date of the Program by sending him or her a copy of this agreement.

By signing this agreement, both the Employer and the Employee unconditionally accept the terms and conditions of the Dutch Tax Authorities as described above.

Agreed in                      on                     .

[Motorola B.V.] or [Symbol Technologies B.V.]	[NAME OF EMPLOYEE]
[OFFICER]	[ADDRESS]
LVN: [0015.45.668] or [0088.10.15]	Social Security Number:

EX-99.A.1.P

Exhibit (a)(1)(P)

Motorola, Inc.
Stock Option Exchange Program

To: Stock Option Exchange Eligible Employees in Israel
Date: June 10, 2009

RE: Updated Discussion of the Material Tax Consequences of Participating in the Stock Option Exchange Program

We are writing to update you on the ruling request that the Company submitted to the Israeli Tax Authority (“ITA”) in connection with the Offer to Exchange. We previously informed you that the Company sought the ITA’s guidance regarding the tax treatment of Eligible Options subject to the Offer to Exchange. Although it was hoped that the ITA would issue a final ruling before the closing of the tender offer period, it has become clear that this will not happen. The Company, with the assistance of outside counsel, is still working with the ITA to resolve the issue of how your Replacement Options would be taxed if you elect to participate in the Offer to Exchange. The ITA has indicated that the ruling will provide that the Offer to Exchange will not be a taxable event; however, it has not clarified what tax regime will apply to the sale of the shares you would receive at exercise of your Replacement Options if you elect to participate in the Offer to Exchange.

Given that the taxation of your Replacement Options may be different than what was described in the previous Israeli tax disclosure included in Schedule C of the tender offer materials, the Company updated the Israeli tax disclosure which is available by clicking here [link] and wanted to immediately alert you of the status of the ITA’s review of its ruling request and re-iterate that you have until 3:00 p.m., United States Central Time, on June, 12, 2009, unless extended, to make a final decision regarding your participation in the Offer to Exchange or to change your election, if you have already elected to participate.

Thank you,

Motorola Stock Option Exchange Team
stockoptionexchange@motorola.com
Fax: 847-761-1373

UPDATED ISRAELI TAX DISCLOSURE WHICH IS AVAILABLE AT LINK

SCHEDULE C

A GUIDE TO ISSUES FOR NON-U.S. EMPLOYEES

ISRAEL

The following is an updated discussion of the material tax consequences of participating in the exchange of Eligible Options and the grant of Replacement Options pursuant to the Offer to Exchange for Eligible Employees subject to tax in Israel as of 9 June 2009. This summary is general in nature and does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the Replacement Options are granted, you exercise the Replacement Options or you sell shares acquired at exercise of the Replacement Options.

If you are a citizen or resident of more than one country, or are considered a resident of more than one country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in Israel apply to your specific situation.

Tax Information

Offer to Exchange

The Israeli Tax Authority (“ITA”) has verbally confirmed that the Offer to Exchange will not result in a taxable event for Eligible Employees in Israel, but has not yet issued its final written ruling.

Taxation of Replacement Options

The Company, with the assistance of outside counsel, is still working with the ITA to resolve the issue of how your Replacement Options would be taxed if you elect to participate in the Offer to Exchange. The ITA has not yet clarified what tax regime will apply to the sale of the shares you would receive at exercise if you elect to participate in the Offer to Exchange. Accordingly, the taxation of your Replacement Options may be different from the tax treatment described in the prior version of this tax disclosure, which was included in Schedule C of the tender offer materials made available to you on 14 May 2009.

Withholding and Reporting

In general, your employer or the trustee (where applicable) will be required to report the taxable income you realize on the date of sale to the local tax authorities, and will be required to withhold income taxes and social insurances charges on the spread.