EXHIBIT 10.24 (b)
MOTOROLA, INC.
AWARD DOCUMENT
For the
[Name of Plan]
Terms and Conditions Related to Employee Nonqualified Stock Options
Recipient: Edward J. Zander Date of Expiration:
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Commerce ID#: Number of Options:
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Date of Grant: Exercise Price:
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Motorola, Inc. ("Motorola") is pleased to grant you options to purchase shares
of Motorola's common stock under the [Name of Plan] (the "Plan"). The number of
options ("Options") awarded to you and the Exercise Price per Option, which is
the Fair Market Value on the Date of Grant, are stated above. Each Option
entitles you to purchase one share of Motorola's common stock on the terms
described below and in the Plan.
VESTING AND EXERCISABILITY
You cannot exercise the Options until they have vested.
Regular Vesting - The Options will vest in accordance with the following
schedule (subject to the other terms hereof):
Percent Date
Special Vesting - You may be subject to the Special Vesting Dates described
below if your employment or service with Motorola or a Subsidiary (as defined
below) terminates.
Exercisability - You may exercise Options at any time after they vest and before
they expire as described below.
EXPIRATION
All Options expire on the earlier of (1) the Date of Expiration as stated above
or (2) any of the Special Expiration Dates described below. Once an Option
expires, you no longer have the right to exercise it.
SPECIAL VESTING DATES AND SPECIAL EXPIRATION DATES
There are events that cause your Options to vest sooner than the schedule
discussed above or to expire sooner than the Date of Expiration as stated above.
Those events are as follows:
Retirement - If your employment or service with Motorola or a Subsidiary is
ended because of your Retirement, all your vested Options will then expire on
the earlier of eighteen months following the ending of your employment or
service because of your Retirement or the Date of Expiration stated above.
Retirement means (only for purposes of this Option) your retirement from
Motorola or a Subsidiary as follows:
- Retiring at or after age 65, without regard to years of service.
Disability - If your employment or service with Motorola or a Subsidiary is
terminated because of your Total and Permanent Disability (as defined below),
Options that are not vested will automatically
become fully vested upon your termination of employment or service. All your
Options will then expire on the earlier of the first anniversary of your
termination of employment or service because of your Total and Permanent
Disability or the Date of Expiration stated above. Until that time, the Options
will be exercisable by you or your guardian or legal representative.
Death - If your employment or service with Motorola or a Subsidiary is
terminated because of your death, Options that are not vested will automatically
become fully vested upon your death. All your Options will then expire on the
earlier of the first anniversary of your death or the Date of Expiration stated
above. Until that time, with written proof of death and inheritance, the Options
will be exercisable by your legal representative, legatees or distributees.
Change In Control - If there is a Change In Control of Motorola (as defined in
the Plan), all the unvested Options will automatically become fully vested as
described in the Plan. If Motorola or a Subsidiary terminates your employment or
service other than for Serious Misconduct within two years of consummation of a
Change In Control, all of your vested Options will be exercisable until the Date
of Expiration stated above.
Change in Employment in Connection with a Divestiture - If you accept employment
with another company in direct connection with the sale, lease, outsourcing
arrangement or any other type of asset transfer or transfer of any portion of a
facility or any portion of a discrete organizational unit of Motorola or a
Subsidiary (a "Divestiture"), all of your unvested Options will automatically
expire upon termination in direct connection with a Divestiture and your vested
Options will expire 12 months after such Divestiture or such shorter period
remaining until expiration as set forth above.
Termination of Employment or Service Entitling you to Severance Benefits Under
Section 5(a) of your Employment Agreement - If your employment or service with
Motorola or a Subsidiary is terminated in a manner entitling you to severance
benefits under Section 5(a)(i) of your Employment Agreement with Motorola, dated
as of December 15, 2003 (the "Employment Agreement"), your Options will be
treated in the manner set forth in Section 5(a)(iii) of the Employment
Agreement.
Termination of Employment or Service Because of Serious Misconduct - If Motorola
or a Subsidiary terminates your employment or service because of Serious
Misconduct (as defined below) or all of your Options (vested and unvested)
expire upon your termination.
Termination of Employment or Service by Motorola as a Result of a Notice of
Non-Renewal - If Motorola terminates your employment or service as a result of a
Notice of Non-Renewal (as defined in your Employment Agreement), all of your
unvested Options will automatically expire upon termination and your vested
Options will expire twelve months after your termination of employment or such
shorter period remaining until expiration as set forth above.
Termination of Employment or Service by you other than for Good Reason - If you
voluntarily terminate employment without Good Reason including by a Notice of
Non-Renewal (as such terms are defined in your Employment Agreement), all of
your unvested Options will automatically expire upon termination of your
employment and all of your vested but not yet exercised Options will expire on
the earlier of (i) the date ninety (90) days after the date of termination of
your employment or services or (ii) the Date of Expiration stated above.
Leave of Absence - If you take a Leave of Absence from Motorola or a Subsidiary
that your employer has approved in writing in accordance with your employer's
Leave of Absence Policy and which does not constitute a termination of
employment as determined by Motorola or a Subsidiary the following will apply:
Vesting of Options - Options will continue to vest in accordance with the
vesting schedule set forth above.
Exercising Options - You may exercise Options that are vested or that vest
during the leave of absence.
Effect of Termination of Employment or Service - If your employment or service
is terminated during the Leave of Absence, the treatment of your Options will be
determined as described under "Special Vesting Dates and Special Expiration
Dates" above.
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OTHER TERMS
Method of Exercising - You must follow the procedures for exercising options
established by Motorola from time to time. At the time of exercise, you must pay
the Exercise Price for all of the Options being exercised and any taxes that are
required to be withheld by Motorola or a Subsidiary in connection with the
exercise. Options may not be exercised for less than 50 shares unless the number
of shares represented by the Option is less than 50 shares, in which case the
Option must be exercised for the remaining amount.
Transferability - Unless the Committee provides, Options are not transferable
other than by will or the laws of descent and distribution.
Tax Withholding - Motorola or a Subsidiary is entitled to withhold an amount
equal to the required minimum statutory withholding taxes for the respective tax
jurisdictions attributable to any share of common stock deliverable in
connection with the exercise of the Options. You may satisfy any withholding
obligation in whole or in part by electing to have Motorola retain Option shares
having a Fair Market Value on the date of exercise equal to the minimum amount
required to be withheld.
DEFINITION OF TERMS
If a term is used but not defined, it has the meaning given such term in the
Plan.
"Fair Market Value" is the closing price for a share of Motorola common stock on
the last trading day before the date of grant or date of exercise, whichever is
applicable. The official source for the closing price is the New York Stock
Exchange Composite Transaction as reported in the Wall Street Journal, Midwest
edition.
"Serious Misconduct" means any misconduct identified as a ground for termination
in the Motorola Code of Business Conduct, or the human resources policies, or
other written policies or procedures, including the conduct described as "Cause"
under your Employment Agreement.
"Subsidiary" means an entity of which Motorola owns directly or indirectly at
least 50% and that Motorola consolidates for financial reporting purposes.
"Total and Permanent Disability" means "Disability" as defined in your
Employment Agreement.
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, salary grade, hire date,
nationality, job title, any shares of stock held in Motorola, or details of all
options 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.
ACKNOWLEDGEMENT OF DISCRETIONARY NATURE OF THE PLAN; NO VESTED RIGHTS
You acknowledge and agree that the Plan is discretionary in nature and limited
in duration, and may be amended, cancelled, or terminated by Motorola or a
Subsidiary, in its sole discretion, at any
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time. The grant of awards under the Plan is a one-time benefit and does not
create any contractual or other right to receive an award in the future. Future
grants, if any, will be at the sole discretion of Motorola, including, but not
limited to, the timing of any grant, the amount of the award, vesting
provisions, and the exercise price.
SUBSTITUTE STOCK APPRECIATION RIGHT
Motorola reserves the right to substitute a Stock Appreciation Right for your
Option in the event certain changes are made in the accounting treatment of
stock options. Any substitute Stock Appreciation Right shall be applicable to
the same number of shares as your Option and shall have the same Date of
Expiration, Exercise Price, and other terms and conditions. Any substitute Stock
Appreciation Right may be settled only in Common Stock.
ACCEPTANCE OF TERMS AND CONDITIONS
By accepting the Options, you agree to be bound by these terms and conditions,
the Plan and any and all rules and regulations established by Motorola in
connection with awards issued under the Plan. To the extent of any inconsistency
between the terms of this Award Document and the terms of your Employment
Agreement, the terms of the Employment Agreement shall govern, except as set
forth in the immediately following sentence. To the extent of any inconsistency
between the terms of the accompanying Stock Option Consideration Agreement and
your Employment Agreement, the terms of the Stock Option Consideration Agreement
shall govern.
OTHER INFORMATION ABOUT YOUR OPTIONS AND THE PLAN
You can find other information about options and the Plan on the Motorola
website http://myhr.mot.com/finances/stock_options/index.jsp If you do not have
access to the website, please contact Motorola Global Rewards, 1303 E. Algonquin
Road, Schaumburg, IL 60196 USA; GBLRW01@Motorola.com; 847-576-7885; for an order
form to request Plan documents.
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