8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

March 27, 2008
(Date of earliest event reported)

Motorola, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-7221	36-1115800
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1303 East Algonquin Road
Schaumburg, Illinois	60196
(Address of principal executive offices)	(Zip Code)

(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 (see General Instruction A.2.):

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

2008 Motorola Incentive Plan

     On March 27, 2008, the Compensation and Leadership Committee (the “Committee”) of the Board of Directors of Motorola, Inc. (the “Company”) approved the 2008 Motorola Incentive Plan (the “2008 MIP”). Below is a summary of the key terms of the 2008 MIP.

     The 2008 MIP has been established to retain employees through competitive rewards, attract premier talent, align individual efforts with business goals, and reward employees for strong business performance. The 2008 MIP, which replaces the 2006 Motorola Incentive Plan, is based on successive calendar year performance periods commencing January 1, 2008. The 2008 MIP is being implemented pursuant to the terms and conditions of the Motorola Omnibus Incentive Plan of 2006.

     All full-time or part-time employees, including the named executive officers, of the Company in participating organizations and on the payroll of a participating country, other than participants in other annual group incentive or bonus plans, may participate in the 2008 MIP.

     A target award is established for each participant at the beginning of a plan year based on a percentage of the participant’s eligible earnings ranging from 0 to 220%. The award earned will be based on the achievement of stated business performance goals determined by the Committee and individual performance. Business performance will be measured based on operating earnings, operating cash flow, gross margin and such other factors as may be determined by the Committee. Awards will be calculated after the close of each plan year on which the awards are based. All earned awards will be paid in cash as soon as administratively practicable following the close of a plan year.

     The preceding summary of the 2008 MIP is qualified in its entirety by reference to the text of the plan, which is filed with this report as Exhibit 10.52 and incorporated herein.

Gregory Q. Brown 2008 Incentive Award

     On March 27, 2008, the Committee approved the terms and conditions of an additional cash-based pay-for-performance annual incentive award for calendar year 2008 (the “2008 Award”) for Gregory Q. Brown. As disclosed in the Company’s Current Report on Form 8-K filed on February 5, 2008, the Committee previously established Mr. Brown’s target award for the 2008 Award with a target payout at 130% of his eligible earnings. The 2008 Award will be based on achievement of stated business performance goals determined by the Committee. Business performance will be measured based on gross margin earned from new product introductions in the Company’s Mobile Devices business and operating earnings of the Mobile Devices business. The 2008 Award is subject to the terms and conditions of the 2008 MIP and may be paid separately or together with any other award that Mr. Brown earns under the 2008 MIP.

Motorola Long Range Incentive Plan of 2006

     On March 27, 2008, the Committee approved amendments to the terms and conditions of the Company’s Long Range Incentive Plan of 2006 (the “2006 LRIP”). The amendments to the 2006 LRIP (1) add the Company’s common stock price as a performance measure under the plan and (2) clarify that the Chief Executive Officer’s discretion to adjust the amount of a participant’s award does not extend to covered employees within the meaning of Section 162(m)(3) of the Internal Revenue Code.

     The preceding summary of the amendments to the 2006 LRIP is qualified in its entirety by reference to the text of the amended and restated plan, which is filed with this report as Exhibit 10.37 and incorporated herein.

Item 9.01. Financial Statements and Exhibits

(d)  Exhibits.

10.37	Motorola Long-Range Incentive Plan (LRIP) of 2006 (as Amended and Restated as of March 31, 2008).
10.52	2008 Motorola Incentive Plan.

SIGNATURE

     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, hereunto duly authorized.

MOTOROLA, INC.
By:	/s/ Greg A. Lee
	Greg A. Lee
	Senior Vice President, Human Resources

Dated: April 1, 2008

EXHIBIT INDEX

Exhibit No.	Exhibit
10.37	Motorola Long-Range Incentive Plan (LRIP) of 2006 (as Amended and Restated as of March 31, 2008)
10.52	2008 Motorola Incentive Plan

EX-10.37

Exhibit 10.37

Motorola Long Range Incentive Plan (LRIP) of 2006
(As Amended and Restated as of March 31, 2008)

Overview

The Plan is being implemented pursuant to the terms and conditions of the Omnibus Plan.

Eligibility

As recommended by the Chief Executive Officer and approved by the Committee, Officers of the Company shall be eligible to participate in the Plan. The Chief Executive Officer and the Chief Operating Officer (if any) are also eligible to participate as approved by the Committee. No employee who is not an Officer shall be eligible to participate in the Plan.

Participation

Generally, Officers who become eligible to participate during the first three months of a multi-year performance cycle will participate in the full performance cycle. Officers who become eligible to participate after the first three months of a performance cycle will participate in the performance cycle on a pro rata basis, except that Officers who become eligible to participate during the last three months of a performance cycle will not be eligible to participate in the performance cycle.

Participants who lose their eligibility to participate as a result of the lapse of status as an Officer after the first three months of a performance cycle will participate in the performance cycle on a pro rata basis if they continue to be employed with the Company through the last day of the performance cycle. Participants who lose their eligibility to participate in the first three months of a performance cycle will not be eligible to participate in the performance cycle.

Pro rata awards will be determined on the basis of the number of completed months of employment as an Officer during which the participant is actually working within the performance cycle.

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, 2006.

Page 1 of 9

Performance Measures

Performance measures for each cycle will be determined by the Committee based on improvement in Economic Profit, Sales Growth, or Stock Price, or any combination of one or more of the foregoing, during each multi-year performance cycle.

Performance measures may apply to performance in each year in the performance cycle, to cumulative performance during multiple years in the performance cycle or the entire performance cycle, or a combination of any of the foregoing. 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 will be subject to Committee discretion, up to and including complete forfeiture, if the Company’s Total Shareholder Return for the entire performance cycle is not positive.

Awards may be subject to partial or complete forfeiture if the Company’s Total Shareholder Return for the performance cycle does not meet or exceed the 55^th percentile Total Shareholder Return for the performance cycle for a defined comparator group identified by the Committee.

Participants’ Target & Maximum 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. 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.

A participant’s maximum earned award will be two times his/her target award.

The Payout Process

• All earned awards will be paid in cash or Company stock, as determined by the Committee in its discretion. To the extent awards are paid in Company 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 Certification Date Value. The shares will be issued under, and subject to the limitations of, the Omnibus Plan or such other shareholder-approved Company equity-based incentive plan as designated by the Committee.

• 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 at any time prior to

Page 2 of 9

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 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.

• The Company shall have the right to satisfy all federal, state and local withholding tax requirements with respect to the award earned by reducing either (1) the cash paid (in the event of a cash payment) by the amount of withholding or (2) the number of earned shares (in the event of a stock payment) 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.

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.

• Because employee retention is an important objective of this Plan and awards do not bear a precise relationship to time worked within the calendar year or length of service with the Company, Participants who separate from employment prior to the end of the performance cycle (for reasons other than death, Total and Permanent Disability or Retirement) shall not receive any award attributable to that performance cycle.

• Pro rata awards may be possible, however, depending upon the type of employment termination. In the event a participant (i) remains on payroll as an active employee at the end of a performance cycle, but is not actually working, whether or not on a leave of absence, (ii) Retires, dies or incurs a Total and Permanent Disability prior to the end of the performance cycle while actively employed or on a leave of absence, the participant will be entitled to a pro rata award based on the number of completed

Page 3 of 9

months of employment within the performance cycle in which the participant was actually working as an Officer, provided that the participant is otherwise eligible for an award. 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 (in all countries other than member states or acceding countries of the European Union)	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 an Officer.

A prorated payout will be based on final performance results and paid as soon as administratively practicable after the end of a performance cycle.

• In the event a participant is reclassified from a higher Officer level to a lower Officer level (i.e., from Executive Vice President to either Senior Vice President or Corporate Vice President or from Senior Vice President to Corporate Vice President), the participant’s target award will be recalculated to reflect (a) the higher target award for the actual number of months completed within the performance cycle while employed in the higher Officer level and (b) the lower target award level for the actual number of months completed within the performance cycle while employed in the lower Officer level.

• In the event a participant (other than a Covered Employee) is reclassified from a lower Officer level to a higher Officer level (i.e., from Corporate Vice President to Senior Vice President or Executive Vice President or from Senior Vice President to Executive Vice President), the participant’s target award will be recalculated to reflect (a) the lower target award level for the actual number of months completed within the performance cycle while employed in the lower Officer level and (b) the higher target award for the actual number of months completed within the performance cycle while employed in the higher Officer level.

Page 4 of 9

» Change in Control

If the Company undergoes a Change in Control as defined in the Omnibus Plan, the treatment of outstanding awards under this Plan shall be determined by the terms of the Omnibus Plan in effect at the time of the commencement of the performance cycle.

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.

• The Committee’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.

Administration

It is expressly understood that the Committee has the discretionary authority 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.

General 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.

• 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

Page 5 of 9

	purchase, merger, consolidation, or other acquisition of all or substantially all of the business and/or assets of the Company.
•	Effective as of January 1, 2008, all awards to Covered Persons are subject to the terms and conditions of the Recoupment Policy. The Recoupment Policy provides for determinations by the Company’s independent directors of a Policy Restatement. In the event of a Policy Restatement, the Company’s independent directors may require, among other things, reimbursement of the gross amount of any bonus or incentive compensation paid to the Covered Person hereunder on or after January 1, 2008, if and to the extent the conditions set forth in the Recoupment Policy apply. Any determinations made by the independent directors in accordance with the Recoupment Policy shall be binding upon the Covered Person. The Recoupment Policy is in addition to any other remedies which may be otherwise available at law, in equity or under contract, to the Company.
•	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.
•	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.

Definitions

Certification Date Value: 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.

Company: Motorola, Inc. and its Subsidiaries.

Committee: the Compensation and Leadership Committee of the Board of Directors.

Covered Employee: a covered employee within the meaning of Section 162(m)(3) of the Internal Revenue Code.

Page 6 of 9

Covered Persons: officers (as such term is defined in Rule 16a-1(f) under the Securities Exchange Act of 1934) of the Company.

Divestiture: the sale, lease, outsourcing arrangement, spin-off or similar transaction wherein a Subsidiary is sold or whose shares are distributed to the Motorola stockholders, or any other type of asset transfer or transfer of any portion of a facility or any portion of a discrete organizational unit of Company or a Subsidiary.

Economic Profit: the Company’s Net Operating Profit After Tax less a charge for cost of capital (determined by the Committee, in its discretion).

Net Operating Profit After Tax: for each year during a performance cycle, the Company’s Net Operating Profit After Tax 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.

Omnibus Plan: the Motorola Omnibus Incentive Plan of 2003, or any successor plan.

Officers: Corporate, Senior and Executive Vice Presidents of the Company.

Plan: the Motorola Long Range Incentive Plan (LRIP) of 2006.

Policy Restatement: a restatement of the Company’s financial results caused by the intentional misconduct of a Covered Person.

Recoupment Policy: the Company’s Policy Regarding Recoupment of Incentive Payments upon Financial Restatement, as it may be amended from time to time.

Retire or Retirement: shall only apply in countries other than member states or acceding countries of the European Union and shall mean 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;

Page 7 of 9

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

Sales Growth: calculated as the year-over-year percentage increase in net sales. Net sales 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.

Stock Price: the average of the closing prices of one share of Motorola common stock on the New York Stock Exchange during the 20 trading days ending on the applicable measurement date.

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

Serious Misconduct: 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.

Total and Permanent Disability: for (a) U.S. employees, entitlement to long-term disability benefits under the Motorola Disability Income Plan, as amended and any successor plan and (b) non-U.S. employees, as established by applicable Motorola policy or as required by local regulations.

Page 8 of 9

Total Shareholder Return or TSR: for the Company stock or for a comparator company shall be calculated as follows:

	Ending share price
	20-day average through last day of cycle
+	Value of reinvested dividends
=	Total ending value
–	Beginning share price
	20-day average through first day of cycle
=	Total value created
÷	Beginning share price
	20-day average through first day of cycle
=	Total shareholder return

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

Amendment, Modification, And Termination

Except as expressly provided by law, this Plan is provided at the Company’s sole discretion and the Committee may modify or terminate it at any time, prospectively or retroactively, without notice or obligation for any reason; 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. In addition, there is no obligation to extend the Plan or establish a replacement plan in subsequent years.

Applicable Law

To the extent not preempted by federal law, or otherwise provided by local law, the Plan will be construed in accordance with, and governed by, the laws of the state of Illinois without regard to any state’s conflicts of laws principles. Any legal action related to this Plan shall be brought only in a federal or state court located in Illinois.

Page 9 of 9

EX-10.52

Exhibit 10.52

2008 Motorola Incentive Plan

Overview

The 2008 Motorola Incentive Plan has been established to retain Employees through competitive rewards, attract premier talent, align individual efforts with business goals, and reward Employees for strong business performance. The Plan is based on successive calendar-year performance periods commencing 1 January 2008. The Plan is being implemented pursuant to the terms and conditions of the Omnibus Plan. Capitalized terms are defined in the “Definitions” section below.

Eligibility

To be eligible to participate in this Plan, an individual must be:

• A full-time or part-time Employee of Motorola assigned to a Participating Organization;

• Not a participant in any other annual group incentive or bonus plan (e.g., sales commission plans, etc.); and

• The Employee must meet one of the following conditions:

§	The Employee is active on a Company payroll as of the end of the Plan Year;
§	The Employee is on a Leave of Absence as of the end of the Plan Year;
§	The Employee Retired from the Company during the Plan Year while actively employed or from a Leave of Absence; or
§	The Employee died during the Plan Year while actively employed by the Company or while on a Leave of Absence.

The MIP Committee may modify the foregoing eligibility provisions to exclude groups of employees on a country-wide or business unit/organizational basis as the MIP Committee deems necessary or appropriate.

Award Calculation

Awards will be calculated and paid after the close of each Plan Year on which the awards are based. The award amount will be based on Eligible Earnings, the Target Award Percentage, and the Business and Individual Performance Factors, as follows:

Award = Eligible
Earnings * Target Award
Percentage * Business
Performance Factor * Individual
Performance Factor

Target Award Percentages, Business Performance Factors and Individual Performance Factors for each Plan Year shall be determined by the Compensation Committee. Business Performance Factors shall be based on Operating Earnings, Operating Cash Flow, Gross Margin and/or such other factors as may be determined by the Compensation Committee in its complete discretion.

Payout Process

• All earned awards will be paid in cash. Payment will be made as soon as administratively practical following the close of a Plan Year.

• A Participant shall have no right to any award until that award is paid.

Administration

• The Compensation Committee has the overall responsibility for administering and amending this Plan, subject to the following:

• The Compensation Committee, in its discretion, can include or exclude individual items from the calculation of the Business Performance Factors for good reason.

• The Compensation Committee has delegated to the MIP Committee the authority to manage the day-to-day administration of the Plan including without limitation the discretionary authority to (i) administer and interpret the terms of the Plan, and (ii) amend the Plan only as necessary to reflect any ministerial, administrative or managerial functions; provided that any such amendment does not alter the Business Performance Factor once established for any Participating Organization or the Motorola-Wide Business Performance Factor for any Plan Year and provided that any

- 2 -

	such amendment does not increase the total payout under the Plan unless such increase is minor and due to increased Target Award Percentages, additional Participants, or other administrative changes.
•	The Compensation Committee has delegated certain responsibilities to the Chief Executive Officer of the Company, the exercise of which cannot result in an increased aggregate cost of the Plan in any Plan Year.
•	The Compensation Committee specifically reserves to itself the authority to set the initial Target Award Percentage and to determine any final award payment for any Participant who is (i) subject to Section 162(m), (ii) subject to Section 16, or (iii) designated as a member of the Motorola Senior Leadership Team.

• Any claims for payments under the Plan or any other matter relating to the Plan must be presented in writing to the MIP Committee within 60 days after the event that is the subject of the claim. The MIP Committee will then provide a response within 60 days, which shall be final and binding.

General Provisions

• Awards are subject to all applicable withholding taxes and other required deductions.

• The Plan will not be available to Employees who are subject to the laws of any jurisdiction which prohibits any provisions of this Plan or in which tax or other business considerations make participation impracticable in the judgment of the MIP Committee.

• This Plan does not constitute a guarantee of employment nor does it restrict the Company’s rights to terminate employment at any time or for any reason.

• The Plan and any individual award is offered as a gratuitous award at the sole discretion of the Company. The Plan does not create vested rights of any nature nor does it constitute a contract of employment or a contract of any other kind. The Plan does not create any customary concession or privilege to which there is any entitlement from year-to-year, except to the extent required under applicable law. Nothing in the Plan entitles an Employee to any remuneration or benefits not set forth in the Plan nor does it restrict the Company’s rights to increase or decrease the compensation of any Employee, except as otherwise required under applicable law.

- 3 -

• Except as explicitly provided by law, the awards shall not become a part of any employment condition, regular salary, remuneration package, contract or agreement, but shall remain gratuitous in all respects. Awards are not to be taken into account for determining overtime pay, severance pay, termination pay, pay in lieu of notice, or any other form of pay or compensation.

• Except as explicitly provided by law, this Plan is provided at the Company’s sole discretion and the Compensation Committee may modify or terminate it at any time, prospectively or retroactively, without notice or obligation for any reason. In addition, there is no obligation to extend the Plan or establish a replacement plan in subsequent years.

• All awards to Covered Persons are subject to the terms and conditions of the Recoupment Policy. The Recoupment Policy provides for determinations by the Company’s independent directors of a Policy Restatement. In the event of a Policy Restatement, the Company’s independent directors may require, among other things, reimbursement of the gross amount of any bonus or incentive compensation paid to the Covered Person hereunder on or after January 1, 2008 if and to the extent the conditions set forth in the Recoupment Policy apply. Any determinations made by the independent directors in accordance with the Recoupment Policy shall be binding upon the Covered Person. The Recoupment Policy is in addition to any other remedies which may be otherwise available at law, in equity or under contract, to the Company.

• The Plan shall not be funded in any way. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of awards. To the extent any person acquires a right to receive payment under the Plan, such right will be no greater than the right of an unsecured general creditor of the Company.

• 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 Compensation Committee establishes the following administrative provisions reflecting changes in Employee status during the Plan Year:

§ Because employee retention is an important objective of this Plan and awards do not bear a precise relationship to time worked within the calendar year or

- 4 -

length of service with the Company, Participants who separate from employment (payroll) prior to the end of the Plan Year (for reasons other than death or Retirement) shall not receive any award attributable to that Plan Year.

§

In the event a Participant (i) remains on payroll as an active Employee or is on a Leave of Absence at the end of a Plan Year, but is not actually working, (ii) Retires or dies prior to the end of the Plan Year while actively employed or on a Leave of Absence, any award received by the Participant shall be based solely on the Participant’s Eligible Earnings for the time the Participant actually worked during the Plan Year. Any such award payable on behalf of a deceased Participant shall be paid to the decedent’s estate. A Participant on any type of Leave of Absence shall not be considered to be actually working during the Leave of Absence for purposes of this Plan.

§

Awards for transferred, promoted or demoted Participants will be calculated using (i) the Individual Performance Factor assigned at the end of the Plan Year and (ii) the Target Award Percentages and Business Performance Factors prorated for the portions of the Plan Year the Participant was assigned different target awards or was in different Participating Organizations during the Plan Year; provided, however, that the Target Award Percentage may not be increased without Compensation Committee approval for any Participant who is (i) subject to Section 162(m), (ii) subject to Section 16, or (iii) designated as a member of the Motorola Senior Leadership Team.

The MIP Committee may modify the foregoing administrative provisions as it deems necessary or appropriate to apply to groups of employees on a country-wide or business unit/organizational basis as the MIP Committee deems necessary or appropriate.

Definitions

Company: Motorola, Inc. and its subsidiaries.

Compensation Committee: the Compensation and Leadership Committee of the Board of Directors.

Covered Persons: officers (as such term is defined in Rule 16a-1(f) under the Securities Exchange Act of 1934) of the Company.

- 5 -

Divested: the sale, lease, outsourcing arrangement, spin-off or similar transaction wherein a subsidiary is sold or whose shares are distributed to the Motorola stockholders, or any other type of asset transfer or transfer of any portion of a facility or any portion of a discrete organizational unit of the Company or a subsidiary.

Eligible Earnings: the MIP Committee will determine Eligible Earnings for each country, consistent with their respective legal and practical requirements. The MIP Committee may determine inclusions and exclusions from Eligible Earnings to apply to groups of employees on a country-wide or business unit/organizational basis as the MIP Committee deems necessary or appropriate.

Employee: a person in an employee-employer relationship with the Company whose base wage or base salary is processed for payment by the payroll department(s) of the Company or a subsidiary and not by any other department of the Company. The term Employee shall exclude the following:

• Any independent contractor, consultant, or individual performing services for the Company who has entered into an independent contractor or consultant agreement;

• Any individual performing services under an independent contractor or consultant agreement, a purchase order, a supplier agreement or any other agreement that the Company enters into for services;

• Any person classified by the Company as a temporary or contract labor (such as black badges, brown badges, contractors, contract employees, job shoppers) regardless of the length of service; and

• Any “leased employee” as defined in Section 414(n) of the U.S. Internal Revenue Code of 1986, as amended.

Such individuals shall be precluded from retroactive participation in the Plan even if a court or governmental or regulatory entity subsequently reclassifies such individuals as common law employees of the Company on a retroactive basis.

Gross Margin: net sales minus the cost of goods sold, calculated according to GAAP.

Leave of Absence: an approved leave of absence.

MIP Committee: a committee to which the Compensation Committee may delegate certain powers and duties as described above. Unless otherwise determined, the MIP Committee will consist of the Senior Human Resources Officer, a senior Compensation Officer, and a senior Finance Officer. The

- 6 -

MIP Committee may establish self-governance procedures such as by-laws, and shall keep minutes regarding all actions taken by the MIP Committee.

Omnibus Plan: the Motorola Omnibus Incentive Plan of 2006, or any successor plan.

Operating Earnings: calculated according to GAAP, excluding the effect of the following items, if and only if, such items are separately identified in the Company’s quarterly earnings press releases: (i) extraordinary, unusual and/or non-recurring items of gain or loss, (ii) gains or losses on the disposition of a business or investment, (iii) changes in tax or accounting regulations or laws, or (iv) the effect of a merger or acquisition.

Operating Cash Flow: calculated according to GAAP, excluding gains on sales of investments and securities.

Participant: an Employee who meets the eligibility requirements set forth above.

Plan: the 2008 Motorola Incentive Plan, as amended from time to time.

Plan Year: calendar-year performance periods commencing each 1 January.

Policy Restatement: a restatement of the Company’s financial results caused by the intentional misconduct of a Covered Person.

Recoupment Policy: the Company’s Policy Regarding Recoupment of Incentive Payments upon Financial Restatement, as it may be amended from time to time.

Retired or Retirement: this Plan utilizes the definition of “retiree” and retirement that appears in the primary retirement plan covering the Participant.

Section 16: Section 16 of the Securities Exchange Act of 1934, as amended.

Section 162(m): Section 162(m) of the Internal Revenue Code, as amended.

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

Applicable Law

To the extent not preempted by federal law, or otherwise provided by local law, the Plan will be construed in accordance with, and governed by, the laws of the state of Illinois without regard to any state’s conflicts of laws principles. Any legal action related to this Plan shall be brought only in a federal or state court located in Illinois.

- 7 -