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Exhibit 10.1 to Motorola, Inc.'s Form 10-K
for the year ended December 31, 2000
MOTOROLA PERFORMANCE EXCELLENCE = REWARDS PLAN (PE=R)
ELIGIBILITY
Select executives and key employees who are integral to the long-term success of
Motorola are eligible to participate in the Motorola Performance Excellence =
Reward Plan (PE=R). Generally, participants will be in grades E14 and above.
PARTICIPATION
Actual participation, from among the eligible group of employees, will be made
on an annual basis at the selection of your immediate supervisor.
Here is an overview of the Plan:
INCENTIVE TARGETS
Below EXB (E15s and below): 30%
EXB: 45%
EXE with annual base salary up to US$310K (elected officers): 65%
EXE with annual base salary of US$310K+ (elected officers): 75%
EXV (executive vice presidents): 75% or 85%
KEY METRICS
PES SCORE* % OF TARGET
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Less than 1.5 Less than 50%**
1.5 50%
2.0 100%
3.0 140%
4.0 200%
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* PES score may be adjusted up or down by the
CEO based on the degree of difficulty
relative to other businesses or functions
** CEO discretion
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SITUATIONS AFFECTING PE=R
>> CHANGE IN EMPLOYMENT
o No participant who terminates employment prior to the payment
of an award will receive an unpaid award for the previous year
or a pro rata award for the current year.
>> CHANGE IN CONTROL
If Motorola undergoes a Change in Control (as defined in the Omnibus
Incentive Plan of 2000):
o Award payments will be made for the previous fiscal year. If
actual individual award amounts have not already been
determined, the awards shall be based on the individual's
target award percentage and actual salary on the date of
Change in Control.
o Pro rata award payments will be made for the current fiscal
year based on the individual's target award percentage, actual
salary on the date of Change in Control, and the number of
completed months, as of the effective date of the Change in
Control.
o Awards will be paid in cash as soon as administratively
practicable following the effective date of the Change in
Control but in no event more than 30 days following a Change
in Control.
o These provisions may not be modified or terminated following a
Change in Control.
NONTRANSFERABILITY
Rights under the PE=R may not be sold, transferred, pledged, assigned, or
otherwise alternated or hypothecated.
RESERVATION AND RETAINMENT OF COMPANY RIGHTS
o All awards (other than those upon a Change in Control) are at
the discretion of the Compensation Committee.
o The selection of any employee for participation in PE=R will
not give that participant any right to be retained in the
employ of the Company.
o The right and power of the Company to terminate the employment
of any participant is specifically reserved.
o A participant in PE=R will not have any right to or interest
in any awards unless and until all terms, conditions, and
provisions of PE=R that affect that person have been fulfilled
as specified herein.
o No employee will at any time have a right to be selected for
participation in PE=R for any fiscal year, despite having been
selected for participation in a previous fiscal year.
GOVERNANCE
The Board of Directors or the Compensation Committee (with the assistance of the
Chief Executive Officer of the Company) is authorized to administer, construe,
and make all determinations necessary or appropriate to the administration of
the PE=R, all of which will be binding upon the participant.
AMENDMENT, MODIFICATION, AND TERMINATION
The Board of Directors or the Compensation Committee may amend, modify, or
terminate PE=R.
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MISCELLANEOUS PROVISIONS
o The Company will have the right to require participants to
remit to the Company an amount sufficient to satisfy federal,
state, and local withholding tax requirements, or to deduct
from any or all payments under the PE=R amounts sufficient to
satisfy all withholding tax requirements.
o All obligations of the Company under the PE=R 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.
o In the event that any provision of the PE=R will be held
illegal or invalid for any reason, the illegality or
invalidity will not affect the remaining parts of the plan,
and the PE=R will be construed and enforced as if the illegal
or invalid provision had not been included.
o No participant 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 PE=R, such
right will be no greater than the right of any unsecured
general creditor of the Company.
o To the extent not preempted by federal law, the PE=R, 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.
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