Common use of Motorola Options Clause in Contracts

Motorola Options. (a) Transferred Employees will continue to hold their options to purchase Motorola common stock (“Motorola Options”) and Motorola stock appreciation rights (“Motorola SARs”) after the Reorganization Date on the same terms and conditions under which they were held as of the Reorganization Date. (b) Unless Motorola determines otherwise and provides advance written notice of such determination to Freescale, all unvested Motorola Options held by Transferred Employees or other Freescale employees on the Distribution Date will be converted into stock options to purchase Freescale Class A common stock (“Freescale Options”) and all unvested Motorola SARs held by such employees will be converted into stock appreciation rights relating to Freescale Class A common stock (“Freescale SARs”). To the extent permitted by applicable law, the Freescale Options and SARs will have the same terms and conditions, including the same vesting provisions and exercise periods, as the unvested Motorola Options and SARs had immediately prior to the Distribution Date. The conversion ratio used in determining the number of shares subject to each unvested Motorola Option and each unvested Motorola SAR, and the per-share exercise price of each Motorola Option and SAR, will be determined by dividing the closing price of Motorola common stock on the Distribution Date (or if that date is not a trading day, the previous trading day) by the opening price of the Class A Freescale common stock on the day after the Distribution Date (or if that date is not a trading day, on the next trading day). The number of shares purchasable under each converted Freescale Option and the number of shares subject to each Freescale SAR shall be determined by multiplying the number of shares subject to the corresponding unvested Motorola Option or SAR by the conversion ratio. The per-share exercise price of each converted Freescale Option and SAR shall be determined by dividing the exercise price per share of the corresponding unvested Motorola Option or SAR by the conversion ratio. (c) Any vested Motorola Options and SARs, and any unvested Motorola Options and SARs if they are not converted into Freescale Options or SARs in accordance with Section 4.1(b) above, that are held by Transferred Employees or other Freescale employees, can continue to be exercised to acquire Motorola common stock for a period of time after the Distribution Date only in accordance with the terms of the Motorola stock incentive plan under which they were granted and the terms of their grant . (d) In the event of the termination of a Transferred Employee’s employment prior to the Distribution Date, any Motorola Option or SAR held by the Transferred Employee can continue to be exercised for a period of time after termination only in accordance with the terms of the Motorola stock incentive plan under which they were granted and the terms of their grant.

Motorola Options. (a) Transferred Employees will continue to hold their options to purchase Motorola common stock (“Motorola Options”) and Motorola stock appreciation rights (“Motorola SARs”) after the Reorganization Date on the same terms and conditions under which they were held as of the Reorganization Date. (b) Unless Motorola determines otherwise and provides advance written notice of such determination to Freescale, all unvested Motorola Options held by Transferred Employees or other Freescale employees on the Distribution Date will be converted into stock options to purchase Freescale Class A common stock (“Freescale Options”) and all unvested Motorola SARs held by such employees will be converted into stock appreciation rights relating to Freescale Class A common stock (“Freescale SARs”)stock. To the extent permitted by applicable law, the Freescale Options and SARs options will have the same terms and conditions, including the same vesting provisions and exercise periods, as the unvested Motorola Options and SARs had immediately prior to the Distribution Date. The conversion ratio used in determining the number of shares subject to each unvested Motorola Option and each unvested Motorola SAR, and the per-share exercise price of each Motorola Option and SAR, the option will be determined by dividing the closing price of Motorola common stock on the Distribution Date (or if that date is not a trading day, the previous trading day) by the opening price of the Class A Freescale common stock on the day after the Distribution Date (or if that date is not a trading day, on the next trading day). The number of shares purchasable under each converted Freescale Option and the number of shares subject to each Freescale SAR stock option shall be determined by multiplying the number of shares subject to the corresponding unvested Motorola Option or SAR by the conversion ratio. The per-share exercise price of each converted Freescale Option and SAR stock option shall be determined by dividing the exercise price per share of the corresponding unvested Motorola Option or SAR by the conversion ratio. (c) Any vested Motorola Options and SARsOptions, and any unvested Motorola Options and SARs if they are not converted into options to purchase Freescale Options or SARs Class A common stock in accordance with Section 4.1(b) above, that are held by Transferred Employees or other Freescale employees, can continue to be exercised to acquire Motorola common stock for a period of time after the Distribution Date only in accordance with the terms of the Motorola stock incentive option plan under which they were granted and the terms of their grant grant. (d) In the event of the termination of a Transferred Employee’s employment prior to the Distribution Date, any Motorola Option or SAR held by the Transferred Employee can continue to be exercised to acquire Motorola common stock for a period of time after termination only in accordance with the terms of the Motorola stock incentive option plan under which they were granted and the terms of their grant.