8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 2, 2005

Motorola, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

1-7221	36-1115800
(Commission File Number)	(I.R.S. Employer Identification No.)
1303 East Algonquin Road, Schaumburg, Illinois	60196
(Address of Principal Executive Offices)	(Zipcode)

(847) 576-5000
(Registrant’s Telephone Number, Including Area Code)

Not applicable
(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

     On May 2, 2005, the Compensation and Leadership Committee (the “Compensation Committee”) of the Board of Directors of the Company took the following actions:

Approval of Amendments of Motorola Mid Range Incentive Plan (MRIP) of 2003, as Amended

     The Compensation Committee approved amendments to the Motorola Mid Range Incentive Plan (MRIP) of 2003, as amended (“MRIP”). The MRIP as amended is filed with this report as Exhibit 10.32. Below is a summary of the amendments to the MRIP, which is qualified in its entirety by reference to the full text of the MRIP.

     The amendments (a) make it clear that the Committee can reduce the amount of the awards under the MRIP to participants covered by Section 162(m) of the Internal Revenue Code based on performance; (b) allow the Chief Executive Officer to make performance-based adjustments in the awards under the MRIP to other participants subject to (i) plan limitations and (ii) the approval of the Committee in the case of adjustments to awards of members of the Company’s Senior Leadership Team; and (c) make it clear that pro rata awards will be based on the period during which a participant was actually working as an officer eligible under the MRIP.

Approval of Amendments of Motorola Long-Range Incentive Plan (LRIP) of 2005

     The Compensation Committee approved, effective immediately, amendments to the Motorola Long-Range Incentive Plan (LRIP) of 2005 (“LRIP”). The LRIP as amended is filed with this report as Exhibit 10.43. Below is a summary of the amendments to the LRIP, which is qualified in its entirety by reference to the full text of the LRIP.

     The amendments (a) make it clear that the Committee can reduce the amount of the awards under the LRIP to participants covered by Section 162(m) of the Internal Revenue Code based on performance; (b) allow the Chief Executive Officer to make performance-based adjustments in the awards under the LRIP to other participants subject to (i) plan limitations and (ii) the approval of the Committee in the case of adjustments to awards of members of the Company’s Senior Leadership Team; (c) provide for the adjustment of target awards to reflect promotions and other changes of status of participants during a performance cycle; (d) make it clear that pro rata awards will be based on the period during which a participant was actually working as an officer eligible under the LRIP; and (e) allow the Committee to designate the shareholder-approved equity-based incentive plan from which award shares are to be used for the LRIP.

Equity Grants to Chairman and Chief Executive Officer of the Company

     The Compensation Committee, with the concurrence of the independent directors of the Company’s Board of Directors on May 3, 2005, approved grants of stock options and restricted stock units dated May 3, 2005 for Edward J. Zander, the Company’s Chairman and Chief Executive Officer, under the Company’s Omnibus Incentive Plan of 2003.

(a) As a condition of accepting the stock options, a Stock Option Consideration Agreement, which allows the Company to recover certain stock option gains in the event of a violation of covenants set forth in the Agreement, must be executed by Mr. Zander. A copy of the Agreement is attached as Exhibit 10.44.

(b) The grant of 150,000 restricted stock units is made pursuant to the terms and conditions of the form of Restricted Stock Unit Award Agreement (“RSU Agreement”) attached hereto as Exhibit 10.45. Subject to the terms of the RSU Agreement, restrictions on 50% of the restricted stock units will lapse on the 30 month anniversary of the date of grant and the restrictions on the remaining 50% of the units will lapse on the 60 month anniversary of the date of the grant. In accordance with the terms of Mr. Zander’s employment agreement with the Company dated December 15, 2003, under this RSU Agreement, Mr. Zander will receive 150,000 shares of the Company’s common stock at the time the restrictions lapse and he will not defer the settlement of the restricted stock units as he was required to do under restricted stock units award agreements previously executed. This summary of the RSU Agreement is qualified in its entirety by reference to the full text of the RSU Agreement.

     Item 9.01. Financial Statements and Exhibits.

     (c) The following is filed as an Exhibit to this Report.

Exhibit No.	Document
10.32	Motorola Mid Range Incentive Plan (MRIP) of 2003, as amended through May 2, 2005.
10.43	Motorola Long-Range Incentive Plan (LRIP) of 2005, as amended through May 2, 2005
10.44	Form of Motorola Stock Option Consideration Agreement for Edward J. Zander, Chairman and Chief Executive Officer, Motorola, Inc.
10.45	Form of Motorola, Inc. Restricted Stock Unit Award Agreement for Edward J. Zander relating to the Motorola Omnibus Incentive Plan of 2003, as amended for grants on or after May 3, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MOTOROLA, INC.
Dated: May 6, 2005	By:	/s/ Ruth A. Fattori
		Ruth A. Fattori
		Executive Vice President, Human Resources

EXHIBIT INDEX

Exhibit No.	Document
10.32	Motorola Mid Range Incentive Plan (MRIP) of 2003, as amended through May 2, 2005.
10.43	Motorola Long-Range Incentive Plan (LRIP) of 2005, as amended through May 2, 2005
10.44	Form of Motorola Stock Option Consideration Agreement for Edward J. Zander, Chairman and Chief Executive Officer, Motorola, Inc.
10.45	Form of Motorola, Inc. Restricted Stock Unit Award Agreement for Edward J. Zander relating to the Motorola Omnibus Incentive Plan of 2003, as amended for grants on or after May 3, 2005.

EX-10.32

Exhibit 10.32

Motorola Mid Range Incentive Plan (MRIP) of 2003,

As amended through May 2, 2005

ELIGIBILITY
Senior and Executive Vice Presidents and other officers of Motorola, Inc. (“Motorola”) or a Subsidiary, as recommended by the Chief Executive Officer and approved by the Compensation and Leadership Committee of the Board of Directors (“Committee”), are eligible to participate in the Motorola Mid Range Incentive Plan (MRIP) of 2003, as Amended (the “Plan”). The Chief Executive Officer and the Chief Operating Officer (if any) are also eligible to participate as approved by the Committee.

PARTICIPATION
Generally, officers who become eligible to participate during the first quarter of a performance cycle will participate in a full two-year performance cycle. The participation of officers who are promoted or newly hired after the first quarter of a performance cycle shall be at the discretion of the Chief Executive Officer.

OVERVIEW
The Plan is being implemented pursuant to the terms and conditions of the Omnibus Incentive Plan of 2003 (“Omnibus Plan”). Here is an overview of the Plan:

»	Performance Cycle The Plan is based upon two-year performance cycles selected by the Committee with the first performance cycle beginning on January 1, 2003.
»	Performance Measures
	Performance measures for each cycle will be determined by the Committee based on cumulative improvement in economic profit and cumulative sales growth during each two-year performance cycle of Motorola, Inc. Economic profit is defined as net operating profit after tax minus a capital charge.
	Net operating profit after tax and sales for each year during a performance cycle shall be determined in accordance with generally accepted accounting principles but shall exclude the effect of all acquisitions with a purchase price of $250 million or more, all gains or losses on the sale of a business, any asset impairment equal to $100 million or more, and any other special items designated by the Committee.

»	Maximum Earned Award
	A participant’s maximum earned award will be two times his/her target award. A participant’s target award is established at the commencement of a performance cycle based on a percentage of the participant’s base pay in effect at that time.
»	The Payout Process

•   All earned awards will be paid in cash. Payments will be made as soon as administratively practicable following the close of a performance cycle.

•   A participant has no right to any award until that award is paid.

•   The Committee may reduce the amount of the payment to be made pursuant to this Plan to any participant who is or may be a “covered employee” within the meaning of Section 162(m) of the Internal Revenue Code at any time prior to payment as a result of the participant’s performance during the performance cycle. The Chief Executive Officer may adjust the amount of the payment to be made pursuant to this Plan to any other participant at any time prior to payment as a result of the participant’s performance during the performance cycle; provided, however, that any such adjustment may not result in a payment to the participant in excess of the participant’s maximum award under the Plan and any such adjustment to a payment to a member of the Senior Leadership Team will be subject to the approval of the Committee.

•   If the Committee determines, in its sole discretion, that a participant has engaged in any activity at any time, prior to the payment of an award, that the Committee determines was, is, or will be harmful to the Company, the participant will forfeit any unpaid award.

SITUATIONS AFFECTING THE PLAN

»   Change in Employment

•   Generally, a participant will be eligible for payment of an earned award only if employment continues through the last day of the performance cycle.

•   Pro rata awards may be possible, however, depending upon the type of the employment termination. The table below summarizes how earned awards will generally be prorated in accordance with the type of employment termination:

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If employment terminates due to...	The earned award will be...
Death	Pro rated award based on the number of completed months within the performance cycle the participant actually was working.
Total and Permanent Disability	Pro rated award based on the number of completed months within the performance cycle the participant actually was working.
Retirement	Pro rated award based on the number of completed months within the performance cycle the participant actually was working.
Termination of Employment Because of Serious Misconduct	Forfeited.
Change in Employment in Connection with a Divestiture	Forfeited.
Termination of Employment for any Other Reason than Described Above	Forfeited.

•	In the event a participant remains on payroll as an active Senior or Executive Vice President at the end of a performance cycle, but is not actually working and is not on a leave of absence at that time, the participant will be entitled to a pro rata award based on the number of completed months of employment within the performance cycle in which the participant was actually working as a Senior or Executive Vice President, provided that the participant is otherwise eligible for an award. A participant who remains on payroll as an active Senior or Executive Vice President at the end of a performance cycle, but is not actually working and is on a leave of absence which carries a right to return to work, will be entitled to a full award for the performance period, provided the participant actually worked for some portion of the performance cycle.
•	A prorated payout will be based on final performance results and paid as soon as administratively practicable after the end of a performance cycle.
	For purposes of the Plan, “Total and Permanent Disability” and Retirement” will be defined as set forth below:
•	Total and Permanent Disability means for (x) U.S. employees, entitlement to long-term disability benefits under the Motorola Disability Income Plan, as amended and any successor plan and (y) non-U.S. employees, as established by applicable Motorola policy or as required by local regulations.
•	Retirement means retirement from Motorola or a Subsidiary as follows:

(i) Retiring at or after age 55 with 20 years of service;

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(ii) Retiring at or after age 60 with 10 years of service;

(iii) Retiring at or after age 65, without regard to years of service;

(iv) Retiring with any other combination of age and service, at the discretion of the Committee.

Years of service will be based on the participant’s Service Club Date.

»   Change in Control
If Motorola undergoes a Change in Control as defined in the Omnibus Plan:

•   The cumulative sales growth and cumulative economic profit improvement will be determined as of the effective date of the Change in Control.

•   Pro rata award payments will be made based on the number of completed months of the cycle as of the effective date of the Change in Control.

•   Awards will be paid in cash as soon as administratively practicable following the effective date of the Change in Control.

DEFINITION OF TERMS “Subsidiary” means an entity of which Motorola owns directly or indirectly at least 50% and that Motorola consolidates for financial reporting purposes.

“Serious Misconduct” means any misconduct that is a ground for termination under the Motorola Code of Business Conduct, or human resources policies, or other written policies or procedures.

“Leave of Absence” means an approved leave that carries a right of return to work at the end of the leave period.

If a term is used but not defined, it has the meaning given such term in the Omnibus Plan.

RESERVATION AND RETENTION OF COMPANY RIGHTS

•   The selection of any employee for participation in the Plan will not give that participant any right to be retained in the employ of the Company.

•   Participation in the Plan is completely at the discretion of Motorola, and Motorola’s decision to make an award in no way implies that similar awards may be granted in the future.

•   Anyone claiming a benefit under the Plan will not have any right to or interest in any awards unless and until all terms, conditions, and provisions of Plan that affect that person have been fulfilled as specified herein.

•   No employee will at any time have a right to be selected for participation in a future performance period for any fiscal year, despite having been selected for participation in a previous performance period.

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GOVERNANCE
It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan, all of which will be binding upon the participant.

AMENDMENT, MODIFICATION, and TERMINATION
The Committee may amend, modify, or terminate the Plan and the terms applicable to any performance cycle at any time; provided, however, that no such action may adversely affect a participant’s rights under the Plan subsequent to such time as negotiations or discussions which ultimately lead to a Change in Control have commenced.

MISCELLANEOUS PROVISIONS

•   Award opportunities may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

•   The Company will have the right to deduct from any or all payments under the Plan amounts sufficient to satisfy all federal, state and local withholding tax requirements.

•   To the extent permitted by law, amounts paid under the Plan will not be considered to be compensation for purposes of any benefit plan or program maintained by the Company.

•   All obligations of the Company under the Plan with respect to payout of awards, and the corresponding rights granted thereunder, will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or other acquisition of all or substantially all of the business and/or assets of the Company.

•   In the event that any provision of the Plan will be held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provision had not been included.

•   No participant or beneficiary will have any interest whatsoever in any specific asset of the Company. To the extent that any person acquires a right to receive payments under the Plan, such right will be no greater than the right of any unsecured general creditor of the Company.

•   To the extent not preempted by federal law, the Plan, and all agreements hereunder, will be construed in accordance with and governed by the laws of the state of Illinois without giving effect to the principles of conflicts of laws.

•   This Plan constitutes a legal document which governs all matters involved with its interpretation and administration and supersedes any writing or representation inconsistent with its terms.

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EX-10.43

Exhibit 10.43

Motorola Long Range Incentive Plan (LRIP) of 2005

As amended through May 2, 2005

ELIGIBILITY
Corporate, Senior and Executive Vice Presidents and other officers of Motorola, Inc. (“Motorola”) or a Subsidiary, as recommended by the Chief Executive Officer and approved by the Compensation and Leadership Committee of the Board of Directors (“Committee”), are eligible to participate in the Motorola Long Range Incentive Plan (LRIP) of 2005 (the “Plan”). The Chief Executive Officer and the Chief Operating Officer (if any) are also eligible to participate as approved by the Committee.

PARTICIPATION
Generally, officers who become eligible to participate during the first quarter of a performance cycle will participate in a full multi-year performance cycle. The participation of officers who are promoted, newly hired or demoted after the first quarter of a performance cycle shall be at the discretion of the Chief Executive Officer.

OVERVIEW
The Plan is being implemented pursuant to the terms and conditions of the Omnibus Incentive Plan of 2003 (“Omnibus Plan”). Here is an overview of the Plan:

»	Performance Cycle
	The Plan is based upon multi-year performance cycles selected by the Committee with an initial three-year performance cycle beginning on January 1, 2005.
»	Performance Measures
	Performance measures for each cycle will be determined by the Committee based on improvement in economic profit and growth in sales of Motorola during each multi-year performance cycle. Performance measures may apply to performance in each year in the performance cycle, to cumulative performance during the entire performance cycle, or a combination of both. If performance measures are applied to performance in each year in the performance cycle, performance to target for each year shall be divided by the number of years in the performance cycle and added together to determine the award for the entire performance cycle. Awards may be subject to partial forfeiture if Motorola’s total shareholder return for the entire performance cycle does not exceed the median total shareholder return for the performance cycle for a defined comparator group.
	Economic profit is defined as net operating profit after tax minus a capital charge.

	Net operating profit after tax and sales for each year during a performance cycle shall be determined in accordance with generally accepted accounting principles but shall exclude the effect of all acquisitions with a purchase price of $250 million or more, all gains or losses on the sale of a business, any asset impairment equal to $100 million or more, and any other special items designated by the Committee.
»	Maximum Earned Award A participant’s maximum earned award will be two times his/her target award. A participant’s target award is established at the commencement of a performance cycle based on a percentage of the participant’s base pay rate in effect at that time. The target award of any participant (other than a participant who is a “covered employee” within the meaning of Section 162(m) of the Internal Revenue Code (a “Covered Employee”)), will be adjusted at the time of promotion, demotion or other change of status and the award earned by the participant will be determined using a blended target award reflecting the period of time before and after the change of status and, if any, the target award applicable to each period. If performance measures are applied to performance in each year in the performance cycle, the target award for a Covered Employee for any succeeding year will be adjusted at the commencement of the next year in the performance cycle.
»	The Payout Process

•   All earned awards will be paid in stock.

•   The number of shares of stock earned by a participant shall be determined by dividing the amount of the award earned during the performance cycle by the closing price of one share of Motorola common stock on the New York Stock Exchange on the day before the date on which the Committee certifies the amount of the award earned (the “Certification Date Value”). The Motorola shares will be issued under, and subject to the limitations of, the Omnibus Plan or such other shareholder-approved Motorola equity-based incentive plan as designated by the Committee.

•   The Company shall have the right to satisfy all federal, state and local withholding tax requirements with respect to the award earned by reducing the number of earned shares by the number of shares determined by dividing the amount of withholding required by the Certification Date Value.

•   Payments will be made as soon as administratively practicable following the close of a performance cycle. A participant has no right to any award until that award is paid.

•   The Committee may reduce the amount of the payment to be made pursuant to this Plan to any participant who is or may be a “covered employee” within the meaning of Section 162(m) of the Internal Revenue Code at any time prior to payment as a result of the participant’s performance during the performance cycle. The Chief Executive Officer may adjust the amount of the payment to be made pursuant to this Plan to any other participant at any time prior to payment as a result of the

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	participant’s performance during the performance cycle; provided, however, that any such adjustment may not result in a payment to the participant in excess of the participant’s maximum award under the Plan and any such adjustment to a payment to a member of the Senior Leadership Team will be subject to the approval of the Committee.
•	If the Committee determines, in its sole discretion, that a participant has willfully engaged in any activity at any time, prior to the payment of an award, that the Committee determines was, is, or will be harmful to the Company, the participant will forfeit any unpaid award.

SITUATIONS AFFECTING THE PLAN

» Change in Employment

•   Generally, a participant will be eligible for payment of an earned award only if employment as a Corporate, Senior or Executive Vice President continues through the last day of the performance cycle.

•   Pro rata awards may be possible, however, depending upon the type of employment termination. The table below summarizes how earned awards will generally be prorated in accordance with the type of employment termination:

If employment terminates due to...	The earned award will be...
Death	Pro rated based on the number of completed months of employment within the performance cycle.
Total and Permanent Disability	Pro rated based on the number of completed months of employment within the performance cycle.
Retirement	Pro rated based on the number of completed months of employment within the performance cycle.
Termination of Employment Because of Serious Misconduct	Forfeited.
Change in Employment in Connection with a Divestiture	Forfeited.
Termination of Employment for any Other Reason than Described Above	Forfeited.

For purposes of determining a prorated payout, completed months of employment
will include only those months in which the participant is actually working
and is a Corporate, Senior or Executive
Vice President

•   In the event a participant remains on payroll as an active Corporate, Senior or Executive Vice President at the end of a performance cycle, but is not actually working and is not on a leave of absence at that time, the participant will be entitled to a pro rata award based on the number of completed months of employment within the performance cycle in which

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	the participant was actually working as a Corporate, Senior or Executive Vice President, provided that the participant is otherwise eligible for an award. A participant who remains on payroll as an active Corporate, Senior or Executive Vice President at the end of a performance cycle, but is not actually working and is on a leave of absence which carries a right to return to work, will be entitled to a full award for the performance period, provided the participant actually worked for some portion of the performance cycle.
•	A prorated payout will be based on final performance results and paid as soon as administratively practicable after the end of a performance cycle.
	For purposes of the Plan, “Total and Permanent Disability” and Retirement” will be defined as set forth below:
•	Total and Permanent Disability means for (x) U.S. employees, entitlement to long-term disability benefits under the Motorola Disability Income Plan, as amended and any successor plan and (y) non-U.S. employees, as established by applicable Motorola policy or as required by local regulations.
•	Retirement means retirement from Motorola or a Subsidiary as follows:

(i) Retiring at or after age 55 with 20 years of service;

(ii) Retiring at or after age 60 with 10 years of service;

(iii) Retiring at or after age 65, without regard to years of service;

(iv) Retiring with any other combination of age and service, at the discretion of the Committee.

Years of service will be based on the participant’s Service Club Date.

» Change in Control
If Motorola undergoes a Change in Control as defined in the Omnibus Plan:

•   If performance measures are applied to performance in the entire performance cycle, the sales growth and economic profit improvement for the performance cycle will be determined as of the effective date of the Change in Control and pro rata award payments will be made based on the number of completed months of the cycle as of the effective date of the Change in Control.

•   If performance measures are applied to performance in each year in the performance cycle, the sales growth and economic profit improvement for any partial year will be determined as of the date of the Change in Control and performance to target as of that date will be divided by the number of years in the performance cycle and added to the amounts earned in any completed years.

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•   Awards will not be subject to any partial forfeiture based on total shareholder return.

•   Awards will be paid in stock as soon as administratively practicable following the effective date of the Change in Control, but no later than 90 days after that date.

DEFINITION OF TERMS

“Subsidiary” means an entity of which Motorola owns directly or indirectly at least 50% and that Motorola consolidates for financial reporting purposes.

“Serious Misconduct” means any misconduct that is a ground for termination under the Motorola Code of Business Conduct, or human resources policies, or other written policies or procedures.

If a term is used but not defined, it has the meaning given such term in the Omnibus Plan.

RESERVATION AND RETENTION OF COMPANY RIGHTS

•   The selection of any employee for participation in the Plan will not give that participant any right to be retained in the employ of the Company.

•   Participation in the Plan is completely at the discretion of Motorola, and Motorola’s decision to make an award in no way implies that similar awards may be granted in the future.

•   Anyone claiming a benefit under the Plan will not have any right to or interest in any awards unless and until all terms, conditions, and provisions of Plan that affect that person have been fulfilled as specified herein.

•   No employee will at any time have a right to be selected for participation in a future performance period for any fiscal year, despite having been selected for participation in a previous performance period.

GOVERNANCE
It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan, all of which will be binding upon the participant.

AMENDMENT, MODIFICATION, and TERMINATION
The Committee may amend, modify, or terminate the Plan and the terms applicable to any performance cycle at any time; provided, however, that no such action may adversely affect a participant’s rights under the Plan subsequent to such time as negotiations or discussions which ultimately lead to a Change in Control have commenced.

MISCELLANEOUS PROVISIONS

•   Award opportunities may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

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•   To the extent permitted by law, amounts paid under the Plan will not be considered to be compensation for purposes of any benefit plan or program maintained by the Company.

•   All obligations of the Company under the Plan with respect to payout of awards, and the corresponding rights granted thereunder, will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or other acquisition of all or substantially all of the business and/or assets of the Company.

•   In the event that any provision of the Plan will be held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the plan, and the Plan will be construed and enforced as if the illegal or invalid provision had not been included.

•   No participant or beneficiary will have any interest whatsoever in any specific asset of the Company. To the extent that any person acquires a right to receive payments under the Plan, such right will be no greater than the right of any unsecured general creditor of the Company.

•   To the extent not preempted by federal law, the Plan, and all agreements hereunder, will be construed in accordance with and governed by the laws of the state of Illinois without giving effect to the principles of conflicts of laws.

•   This Plan constitutes a legal document which governs all matters involved with its interpretation and administration and supersedes any writing or representation inconsistent with its terms.

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EX-10.44

Exhibit 10.44

STOCK OPTION CONSIDERATION AGREEMENT
GRANT DATE:

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 2000, as amended (the “2000 Plan”).

As sole consideration for the stock option(s) granted to me on the date shown above under the terms of the 2000 Plan, the Amended and Restated Motorola Incentive Plan of 1998 (the “1998 Plan”), the Motorola Compensation/Acquisition Plan of 2000 (the “C/A Plan”), the Motorola Omnibus Incentive Plan of 2002 (the “2002 Plan”) or the Motorola Omnibus Incentive Plan of 2003 (the “2003 Plan”), as the case may be (‘the Covered Options”), and as the Chairman and Chief Executive Officer of the Company, I agree to the following:

(1) I agree that if I violate Section 7 of my Employment Agreement, dated December 15, 2003 (“Employment Agreement”), in addition to all of the remedies provided therein, then:

(a)	all of my vested and unvested Covered Options will terminate and no longer be exercisable; and
(b)	for all Covered Options exercised within two years prior to the termination of my employment or anytime after termination of my employment, I will immediately pay to the Company the difference between the option price and the market price of the Company’s common stock on the date of exercise (the “spread”).

Section 7 of my Employment Agreement applies in the countries in or for which I have performed work at any time during the two years preceding termination of my employment.

(2) The requirements of this agreement can be waived or modified only upon the prior written consent of Motorola, Inc. I acknowledge that the promises in this Agreement, not any employment of or services performed by me in the course and scope of that employment, are the sole consideration for the Covered Options.

(3) I agree that upon termination of employment with the Company, during the Restricted Period, as defined in my Employment Agreement, I will immediately inform the Company of (i) the identity of my new employer (or the nature of any start-up business, consulting arrangements or self-employment), (ii) my new title, and (iii) my job duties and responsibilities. I hereby authorize the Company to provide a copy of this Agreement to my new employer. I further agree to provide information to the Company as may from time to time be requested in order to determine my compliance with the terms of this Agreement.

(4) If any provisions contained in this Agreement shall be determined by a court of competent jurisdiction to be overly broad as to scope of activity, duration or territory, I consent to any request by the Company to such court to interpret such provision by limiting or reducing it to be enforceable to the extent compatible with then applicable law. If any one or more of the terms, provisions, covenants or restrictions of this Agreement are determined by a court of competent jurisdiction to be invalid, void or unenforceable, then the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. However, and without regard to the foregoing, if paragraph 1 herein is not enforceable or otherwise invalid, the consideration I am providing Motorola for the Covered Options would fail. I agree that all of my Covered Options will terminate and that, I will pay Motorola the spread on any Covered Options exercised within two years prior to the termination of my employment or anytime after termination of my employment.

(5) I accept the terms of this Agreement and the above option(s) to purchase shares of the Common Stock of the Company, subject to the terms of this Agreement, the 1998 Plan, the 2000 Plan, the C/A Plan, the 2002 Plan and/or the 2003 Plan, as the case may be, and any Award Document issued pursuant to one of those Plans. I am familiar with the 1998 Plan, the 2000 Plan, the C/A Plan, the 2002 Plan and the 2003 Plan and agree to be bound by each to the extent applicable, the actions of the Compensation and Leadership Committee and the actions of the Company’s Board of Directors.

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(6) I agree that this Agreement and the 1998 Plan, the 2000 Plan, the C/A Plan, the 2002 Plan and/or the 2003 Plan, as the case may be, and any Award Document issued pursuant to one of those Plans, together constitute an agreement between the Company and me. I further agree that this Agreement is governed by the laws of Illinois, without giving effect to principles of Conflicts of Laws, and any legal action related to this Agreement shall be brought in any federal or state court located in Illinois, USA.

I accept the jurisdiction of these courts and consent to service of process from said courts solely for legal actions related to this Agreement and stock option(s) offer.

Date	Signature	Printed Name
		Commerce ID

IN ORDER FOR THE ABOVE-REFERENCED OPTION(S) TO BE AWARDED, THIS AGREEMENT, SIGNED AND DATED, MUST BE RETURNED TO THE COMPENSATION AND LEADERSHIP COMMITTEE OR ITS DELEGATE NO LATER THAN _______________.

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EX-10.45

Exhibit 10.45

RESTRICTED STOCK
UNIT AWARD AGREEMENT

          This Restricted Stock Unit Award (“Award”) is made this       day of       (“Date of Grant”), by Motorola, Inc. (the “Company” or “Motorola”) to Edward J. Zander (the “Grantee”).

          WHEREAS, the Grantee is receiving the Award under the Motorola Omnibus Incentive Plan of 2003, as amended (the “2003 Omnibus Plan”);

          WHEREAS, the Award is a special grant of Motorola restricted stock units; and

          WHEREAS, it is a condition to the Grantee receiving the Award that Grantee electronically accept the terms, conditions and restrictions applicable to the restricted stock units as set forth in this agreement.

          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 the Grantee on the following terms and conditions:

        1. Award of Restricted Stock Units. The Company hereby grants to the Grantee a total of            Motorola restricted stock units (the “Units”) subject to the terms and conditions set forth below.

        2. Restrictions. The Units are being awarded to the Grantee subject to the transfer and forfeiture conditions set forth below (the “Restrictions”) which shall lapse, if at all, as described in Section 3 below. For purposes of this Award, the term Units includes any additional Units granted to the Grantee with respect to Units, still subject to the Restrictions.

               a. The 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 the Grantee violates or attempts to violate these transfer restrictions.

               b. Any Units still subject to the Restrictions shall be automatically forfeited upon the Grantee’s termination of employment with Motorola or a Subsidiary for any reason, other than death, Total and Permanent Disability, as defined in Section 3(a) below, or as otherwise set forth in Section 3(a)(v) below. For purposes of this Agreement, a “Subsidiary” is any corporation or other entity in which a 50 percent or greater interest is held directly or indirectly by Motorola and which is consolidated for financial reporting purposes.

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               c. If the Grantee violates the covenants in Section 7 of the Employment Agreement between the Grantee and the Company, dated as of December 15, 2003 (the “Employment Agreement), or engages, directly or indirectly, in any action or conduct which is in any manner adverse or in any way contrary to the interests of Motorola or any Subsidiary, all Units shall be forfeited. This determination shall be made by the Compensation and Leadership Committee of the Company’s Board of Directors (the “Committee”).

The Company will not be obligated to pay the Grantee any consideration whatsoever for forfeited Units.

        3. Lapse of Restrictions.

               a. The Restrictions applicable to the Units shall lapse, as long as the Units have not been forfeited as described in Section 2 above, as follows:

      (i) on                   (the “Restricted Period”);

      (ii) Upon a Change in Control of the Company (as defined by the 2003 Omnibus Plan);

      (iii) If the Grantee becomes Totally and Permanently Disabled. A “Total and Permanent Disability” means “Disability” as defined in the Employment Agreement;

      (iv) If the Grantee dies; or

      (v) If the Grantee’s employment is terminated by Motorola without “Cause” or by the Grantee for “Good Reason” (as such terms are defined in the Employment Agreement), pursuant and subject to the provisions of Section 5(a)(iii) of the Employment Agreement.

               b. If during the Restricted Period the Grantee takes a Leave of Absence from Motorola or a Subsidiary and the Grantee’s employment from Motorola or a Subsidiary is not terminated for any reason (other than death, Total and Permanent Disability or as set forth in Section 3(a)(v)), the Units will continue to be subject to this Agreement. If the Restricted 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. “Leave of Absence” means a leave of absence from Motorola or a Subsidiary that is not a termination of employment, as determined by Motorola.

               c. To the extent the Restrictions lapse under this Section 3 with respect to the Units, they will be free of the terms and conditions of this Award.

        4. Adjustments. If the number of outstanding shares of Motorola Common Stock (“Common Stock”) is changed as a result of stock dividend, stock split or the like without additional consideration to the Company, the number of Units subject to this Award shall be adjusted to correspond to the change in the outstanding shares of Common Stock.

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        5. Dividend Equivalents. Upon the Company’s payment of a cash dividend with respect to its Common Stock, the number of Units shall be increased by the number obtained by dividing the amount of dividend the Grantee would have received had the Grantee owned a number of shares of Common Stock equal to the number of Units then credited to his or her account by the closing price of the Company’s Common Stock on the last trading day before the date of the dividend payment, as reported for the New York Stock Exchange — Composite Transactions in the Wall Street Journal, Midwest edition. If a dividend is paid in shares of stock of another company or in other property, the Grantee will be credited with the number of shares of that company or the amount of property which would have been received had the Grantee owned a number of shares of Common Stock equal to the number of Units credited to his or her account. The shares or other property so credited will be subject to the same Restrictions and other terms and conditions applicable to the Units and will be paid out in kind at the time the Restrictions lapse.

        6. Delivery of Certificates or Equivalent. Upon the lapse of Restrictions applicable to the Units, the Company shall, at its election, either (i) deliver to the Grantee a certificate representing a number of shares of Common Stock equal to the number of Units upon which such Restrictions have lapsed, or (ii) 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 upon which such Restrictions have lapsed plus, in either case, a cash payment equal to the value of any fractional Unit then credited to the Grantee’s account.

        7. Withholding Taxes. The Company is entitled to withhold an amount equal to Motorola’s required minimum statutory withholdings taxes for the respective tax jurisdiction attributable to any share of Common Stock or property deliverable in connection with the Units. The Grantee may satisfy any withholding obligation in whole or in part by electing to have Motorola retain shares of Common Stock deliverable in connection with the Units having a Fair Market Value on the date the Restrictions applicable to the Units lapse equal to the minimum amount required to be withheld. “Fair Market Value” for this purpose shall be the closing price for a share of Common Stock on the last trading day before the date the Restrictions applicable to the Units lapse as reported for the New York Stock Exchange Composite Transactions in the Wall Street Journal, Midwest edition.

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        8. Voting and Other Rights.

               a. The Grantee shall have no rights as a stockholder of the Company in respect of the Units, including the right to vote and to receive dividends and other distributions, until delivery of certificates representing shares of Common Stock in satisfaction of the Units.

               b. The grant of Units does not confer upon the Grantee any right to continue in the employ of the Company or a Subsidiary or to interfere with the right of the Company or a Subsidiary, to terminate the Grantee’s employment at any time.

        9. Consent to Transfer Personal Data By accepting this award, you voluntarily acknowledge and consent to the collection, use, processing and transfer of personal data as described in this paragraph. You are not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect your ability to participate in the Plan. Motorola, its Subsidiaries and your employer hold certain personal information about you, that may include your name, home address and telephone number, date of birth, social security number or other employee identification number, salary grade, hire data, salary, nationality, job title, any shares of stock held in Motorola, or details of all restricted stock units or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the Plan (“Data”). Motorola and/or its Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan, and Motorola and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States. You authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on your behalf to a broker or other third party with whom you may elect to deposit any shares of stock acquired pursuant to the Plan. You may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting Motorola; however, withdrawing your consent may affect your ability to participate in the Plan.

        10. Nature of Award. By accepting this Award Agreement, the Grantee acknowledges his or her understanding that the grant of Units under this Award Agreement is completely at the discretion of Motorola, and that Motorola’s decision to make this Award in no way implies that similar awards may be granted in the future. In addition, the Grantee hereby acknowledges that he or she has entered into employment with Motorola or a Subsidiary upon terms that did not include this Award or similar awards, that his or her decision to continue employment is not dependent on an expectation of this Award or similar awards, and that any amount received under this Award is considered an amount in addition to that which the Grantee expects to be paid for the performance of his or her services.

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        11. Funding. No assets or shares of Common Stock shall be segregated or earmarked by the Company in respect of any Units awarded hereunder. The grant of Units hereunder shall not constitute a trust and shall be solely for the purpose of recording an unsecured contractual obligation of the Company.

        12. Governing Law. All questions concerning the construction, validity and interpretation of this Award shall be governed by and construed according to the internal law and not the law of conflicts of the State of Illinois.

        13. Waiver. The failure of the Company to enforce at any time any provision of this Award shall in no way be construed to be a waiver of such provision or any other provision hereof.

        14. Actions by the Committee. The Committee may delegate its authority to administer this Agreement. The actions and determinations of the Committee or delegate shall be binding upon the parties.

        15. Acceptance of Terms and Conditions. By electronically accepting this Award within 30 days after the date of the electronic mail notification by the Company to you of the grant of this Award (“Email Notification Date”), you agree to be bound by the foregoing terms and conditions, the 2003 Omnibus Plan and any and all rules and regulations established by Motorola in connection with awards issued under the 2003 Omnibus Plan. If you do not electronically accept this Award within 30 days of the Email Notification Date you will not be entitled to the Units.

        16. Plan Documents. The 2003 Omnibus Plan and the Prospectus for the 2003 Omnibus Plan are available at http://myhr.mot.com/finances/stock_options/index.jsp or from Motorola Global Rewards, 1303 East Algonquin Road, Schaumburg, IL 60196 (847) 576-7885.

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