Common use of Shares Available Under the Plan Clause in Contracts

Shares Available Under the Plan. There is hereby reserved for issuance under the Plan an aggregate of 95 million shares of Motorola common stock. If there is (i) a lapse, expiration, termination or cancellation of any Stock Option or other benefit prior to the issuance of shares thereunder or (ii) a forfeiture of any shares of restricted stock or shares subject to stock awards prior to vesting, the shares subject to these options or other benefits shall be added to the shares available for benefits under the Plan. Shares covered by a benefit granted under the Plan shall not be counted as used unless and until they are actually issued and delivered to a participant. Any shares covered by a Stock Appreciation Right shall be counted as used only to the extent shares are actually issued to the participant upon exercise of the right. In addition, any shares retained by Motorola pursuant to a participant’s tax withholding election (other than shares used to satisfy any tax obligation upon the vesting of restricted stock or other stock awards), and any shares covered by a benefit which is settled in cash, shall be added to the shares available for benefits under the Plan. All shares issued under the Plan may be either authorized and unissued shares or issued shares reacquired by Motorola. Under the Plan, no participant may receive in any calendar year (i) Stock Options relating to more than 3,000,000 shares, (ii) Restricted Stock or Restricted Stock Units that are subject to the attainment of Performance Goals of Section 13 hereof relating to more than 1,500,000 shares, (iii) Stock Appreciation Rights relating to more than 3,000,000 shares, or (iv) Performance Shares relating to more than 1,500,000 shares. No non-employee director may receive in any calendar year Stock Options relating to more than 30,000 shares or Restricted Stock Units relating to more than 30,000 shares. The shares reserved for issuance and the limitations set forth above shall be subject to adjustment in accordance with Section 15 hereof. All of the available shares may, but need not, be issued pursuant to the exercise of Incentive Stock Options. Notwithstanding anything else contained in this Section 4 the number of shares that may be issued under the Plan for benefits other than Stock Options or Stock Appreciation Rights shall not exceed a total of 40 million shares (subject to adjustment in accordance with Section 15 hereof).

Shares Available Under the Plan. There is hereby reserved The number of shares which may be issued or sold or for issuance which Stock Options and Stock Appreciation Rights may be granted or received under the Plan, shall be (i) 37,500,000 shares (as adjusted for the 3-for-1 stock split effective June 1, 2000), plus (ii) the total number of shares with respect to which no options have been granted under Motorola’s Share Option Plan an aggregate of 95 million 1996 on the Effective Date, plus (iii) the number of shares as to which options granted under Motorola’s Share Option Plan of Motorola common stock1996 terminate or expire without being fully exercised. If there is (i) a lapse, expiration, termination or cancellation of any Stock Option stock option or other benefit prior to the issuance of shares thereunder or (ii) a forfeiture of any shares of restricted stock or shares subject to stock awards prior to vesting, the shares subject to these options or other benefits shall be added to the shares available for benefits under the Plan. Shares covered by a benefit granted under the Plan shall not be counted as used unless and until they are actually issued and delivered to a participant. Any shares covered by a Stock Appreciation Right shall be counted as used only to the extent shares are actually issued to the participant upon exercise of the right. In addition, any shares retained by Motorola pursuant to a participant’s tax withholding election (other than shares used to satisfy any tax obligation upon the vesting of restricted stock or other stock awards), and any shares covered by a benefit which is settled in cash, shall be added to the shares available for benefits under the Plan. All shares Shares issued under the Plan may be either authorized and unissued shares or issued shares reacquired by Motorola. Under the Plan, no No participant may receive in any calendar year (i) Stock Options relating to more than 3,000,000 shares900,000 Shares (reflecting adjustment for the 3-for-1 stock split effective June 1, 2000) in any Plan Year and (ii) Restricted Stock or Restricted Stock Units that are subject to the attainment of Performance Goals of Section 13 hereof relating to more than 1,500,000 shares, (iii) Stock Appreciation Rights relating to more than 3,000,000 shares150,000 shares (reflecting adjustment for the 3-for-1 stock split effective June 1, or (iv2000) Performance Shares relating to more than 1,500,000 shares. No non-employee director may receive in any calendar year Stock Options relating to more than 30,000 shares or Restricted Stock Units relating to more than 30,000 sharesyear. The shares reserved for issuance and the limitations set forth above shall be subject to adjustment in accordance with Section 15 8 hereof. All of the available shares may, but need not, be issued pursuant to the exercise of Incentive Stock Options. Notwithstanding anything else contained in this Section 4 the number of shares that may be issued under the Plan for benefits other than Stock Options or Stock Appreciation Rights shall not exceed a total of 40 million shares (subject to adjustment in accordance with Section 15 hereof).

Shares Available Under the Plan. There is hereby reserved for issuance under the Plan an aggregate of 95 45 million shares of Motorola common stock. If there is (i) a lapse, expiration, termination or cancellation of any Stock Option stock option or other benefit prior to the issuance of shares thereunder or (ii) a forfeiture of any shares of restricted stock or shares subject to stock awards prior to vesting, the shares subject to these options or other benefits shall be added to the shares available for benefits under the Plan. Shares covered by a benefit Benefit granted under the Plan shall not be counted as used unless and until they are actually issued and delivered to a participant. Any shares covered by a Stock Appreciation Right shall be counted as used only to the extent shares are actually issued to the participant upon exercise of the rightParticipant. In addition, any shares retained by Motorola pursuant to a participant’s tax withholding election (other than shares used to satisfy any tax obligation upon the vesting of restricted stock or other stock awards), and any shares covered by a benefit which is settled in cash, shall be added to the shares available for benefits under the Plan. All shares issued under the Plan may be either authorized and unissued shares or issued shares reacquired by Motorola. Under the Planplan, no participant may receive in any calendar year (i) Stock Options relating to more than 3,000,000 shares, (ii) Restricted Stock or Restricted Stock Units that are subject to the attainment of Performance Goals of Section 13 hereof relating to more than 1,500,000 300,000 shares, (iii) Stock Appreciation Rights relating to more than 3,000,000 shares, or (iv) Performance Shares relating to more than 1,500,000 shares. No non-employee director may receive in any calendar year Stock Options relating to more than 30,000 shares or Restricted Stock Units relating to more than 30,000 300,000 shares. The shares reserved for issuance and the limitations set forth above shall be subject to adjustment in accordance with Section 15 hereof. All of the available shares may, but need not, be issued pursuant to the exercise of Incentive Stock Optionsincentive stock options. Notwithstanding anything else contained in this Section 4 the number of shares that may be issued under the Plan for benefits other than Stock Options or Stock Appreciation Rights stock options shall not exceed a total of 40 million 5,000,000 shares (subject to adjustment in accordance with Section 15 hereof).

Shares Available Under the Plan. There is hereby reserved for issuance under the Plan an aggregate of 95 million 107,100,000 shares (reflecting adjustment for the 3-for-1 stock split effective June 1, 2000) of Motorola common stock. If there is (i) a lapse, expiration, termination or cancellation of any Stock Option stock option or other benefit prior to the issuance of shares thereunder or (ii) a forfeiture of any shares of restricted stock or shares subject to stock awards prior to vesting, the shares subject to these options or other benefits shall be added to the shares available for benefits under the Plan. Shares covered by a benefit granted under the Plan shall not be counted as used unless and until they are actually issued and delivered to a participant. Any shares covered by a Stock Appreciation Right shall be counted as used only to the extent shares are actually issued to the participant upon exercise of the right. In addition, any shares retained by Motorola pursuant to a participant’s tax withholding election (other than shares used to satisfy any tax obligation upon the vesting of restricted stock or other stock awards), and any shares covered by a benefit which is settled in cash, shall be added to the shares available for benefits under the Plan. All shares issued under the Plan may be either authorized and unissued shares or issued shares reacquired by Motorola. Under the Planplan, no participant may receive in any calendar year (i) Stock Options relating to more than 3,000,000 sharesshares (reflecting adjustment for the 3-for-1 stock split effective June 1, 2000), (ii) Restricted Stock or Restricted Stock Units that are is subject to the attainment of Performance Goals of Section 13 hereof relating to more than 1,500,000 shares300,000 shares (reflecting adjustment for the 3-for-1 stock split effective June 1, 2000), (iii) Stock Appreciation Rights relating to more than 3,000,000 sharesshares (reflecting adjustment for the 3-for-1 stock split effective June 1, 2000), or (iv) Performance Shares relating to more than 1,500,000 shares. No non300,000 shares (reflecting adjustment for the 3-employee director may receive in any calendar year Stock Options relating to more than 30,000 shares or Restricted Stock Units relating to more than 30,000 sharesfor-1 stock split effective June 1, 2000). The shares reserved for issuance and the limitations set forth above shall be subject to adjustment in accordance with Section 15 hereof. All of the available shares may, but need not, be issued pursuant to the exercise of Incentive Stock Optionsincentive stock options. Notwithstanding anything else contained in this Section 4 the number of shares that may be issued under the Plan for benefits other than Stock Options or Stock Appreciation Rights stock options shall not exceed a total of 40 million 9,000,000 shares (reflecting adjustment for the 3-for-1 stock split effective June 1, 2000, subject to adjustment in accordance with Section 15 hereof).