STOCK OPTION CONSIDERATION AGREEMENT GRANT DATE: XXXXXX
Exhibit 10.14
STOCK OPTION CONSIDERATION AGREEMENT
GRANT DATE: XXXXXX
GRANT DATE: XXXXXX
The following Agreement is established to protect the trade secrets, intellectual property,
confidential information, customer relationships and goodwill of Motorola, Inc. and each of its
subsidiaries (the “Company”) both as defined in the Motorola Omnibus Incentive Plan of 2006 (the
“2006 Plan”).
As consideration for the stock option(s) granted to me on the date shown above under the terms of
the 2006 Plan (“the Covered Options”), and Motorola having provided me with Confidential
Information as Executive Vice President and Chief Financial Officer of Motorola, I agree to the
following:
1. I acknowledge that my agreement to the following restrictive covenants are a condition of the
grant of the Covered Options:
(a) I agree that during the course of my employment and thereafter, I will not use or
disclose, except on behalf of the Company and pursuant to its directions, any Company
Confidential Information. Confidential Information means information concerning the Company
and its business that is not generally known outside the Company. Confidential Information
includes: (i) trade secrets; (ii) intellectual property; (iii) the Company’s methods of
operation and Company processes; (iv) information regarding the Company’s present and/or
future products, developments, processes and systems, including invention disclosures and
patent applications; (v) information on customers or potential customers, including
customer’s names, sales records, prices, and other terms of sales and Company cost
information; (vi) Company personnel data; (vii) Company business plans, marketing plans,
financial data and projections; and (viii) information received in confidence by the Company
from third parties. Information regarding products or technological innovations in
development, in test marketing or being marketed or promoted in a discrete geographic
region, which information the Company or one of its affiliates is considering for broader
use, shall not be deemed generally known until such broader use is actually commercially
implemented.
(b) I agree that during my employment and for a period of two years following my termination
of employment for any reason, I will not hire, recruit, solicit or induce, or cause, allow,
permit or aid others to hire, recruit, solicit or induce, or to communicate in support of
those activities, any employee of the Company who possesses Confidential Information of the
Company to terminate his/her employment with the Company and/or to seek employment with my
new or prospective employer, or any other company.
(c) I agree that during my employment and for a period of two years following the
termination of my employment for any reason, I will not engage in activities which are
entirely or in part the same as or similar to activities in which I engaged at any time
during the two years preceding termination of my employment, for any person, company or
entity in connection with products, services or technological developments (existing or
planned) that are entirely or in part the same as, similar to, or competitive with, any
products, services or technological developments (existing or planned) on which I worked at
any time during the two years preceding the termination of my employment. This paragraph
applies in the countries in which I have physically been present performing work for the
Company at any time during the two years preceding termination of my employment.
(d) I agree that during my employment and for a period of two years following the
termination of my employment for any reason, I will not, directly or indirectly, on behalf
of myself or any other person, company or entity, solicit or participate in soliciting,
products or services competitive with or similar to products or services offered by,
manufactured by, designed by or distributed by the Company to any person, company or entity
which was a customer or potential customer for such products or services and with which I
had direct or indirect contact regarding those products or services or about which I learned
Confidential Information at any time during the two years prior to my termination of
employment with the Company.
(e) I agree that during my employment and for a period of two years following the
termination of my employment for any reason, I will not directly or indirectly, in any
capacity, provide products or services competitive with or similar to products or services offered by the Company to any person,
company or entity which was a customer for such products or services and with which customer
I had direct or indirect contact regarding those products or services or about which
customer I learned Confidential Information at any time during the two years prior to
termination of my employment with the Company.
2. I acknowledge that the Covered Options are subject to the terms and conditions of the Company’s
Policy Regarding Recoupment of Incentive Payments upon Financial Restatement (such policy, as it
may be amended from time to time, being the “Recoupment Policy”). The Recoupment Policy provides
for determinations by the Company’s independent directors that, as a result of intentional
misconduct by me, the Company’s financial results were restated (a “Policy Restatement”). In the
event of a Policy Restatement, the Company’s independent directors may require, among other things
(a) cancellation of any of the Covered Options that remain outstanding; and/or (b) reimbursement of
any gains realized in respect of the Covered Options, 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 me. 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.
3. I agree that by accepting the Covered Options, if I violate the terms of paragraphs 1(a)
through and including (e) of this Agreement, then, in addition to any other remedies available in
law and/or equity in any country, all of my vested and unvested Covered Options will terminate and
no longer be exercisable, and for all Covered Options exercised within two years prior to the
termination of my employment for any reason or anytime after termination of my employment for any
reason, I will immediately pay to the Company the difference between the exercise price on the date
of grant as reflected in the Award Document for the Covered Options and the market price of the
Covered Options on the date of exercise (the “spread”).
4. The requirements of paragraphs 1(a) through and including (e) of this Agreement can be waived or
modified only upon the prior written consent of Motorola, Inc.
5. I acknowledge that the promises in this Agreement, not any employment of or services performed
by me in the course and scope of that employment, are the sole consideration for the Covered
Options. I agree the Company shall have the right to assign this Agreement which shall not affect
the validity or enforceability of this Agreement. This Agreement shall inure to the benefit of the
Company assigns and successors.
6. I agree that during my employment and for a period of two years following the
termination of my employment for any reason, I will immediately inform the Company of (i) the
identity of my new employer (or the nature of any start-up business, consulting arrangements or
self-employment), (ii) my new title, and (iii) my job duties and responsibilities. I hereby
authorize the Company to provide a copy of this Agreement to my new employer. I further agree to
provide information to the Company as may from time to time be requested in order to determine my
compliance with the terms of this Agreement.
7. I acknowledge that the harm caused to the Company by the breach or anticipated breach of
paragraphs 1(a), (b), (c), (d) and/or (e) of this Agreement will be irreparable and I agree the
Company may obtain injunctive relief against me in addition to and cumulative with any other legal
or equitable rights and remedies the Company may have pursuant to this Agreement, any other
agreements between me and the Company for the protection of the Company’s Confidential Information,
or law, including the recovery of liquidated damages. I agree that any interim or final equitable
relief entered by a court of competent jurisdiction, as specified in paragraph 10 below, will, at
the request of the Company, be entered on consent and enforced by any such court having
jurisdiction over me. This relief would occur without prejudice to any rights either party may
have to appeal from the proceedings that resulted in any grant of such relief.
8. With respect to the Covered Options, this Agreement is my entire agreement with the Company. No
waiver of any breach of any provision of this Agreement by the Company shall be construed to be a
waiver of any succeeding breach or as a modification of such provision. The provisions of this
Agreement shall be severable and in the event that any provision of this Agreement shall be found
by any court as specified in paragraph 10 below to be unenforceable, in whole or in part, the
remainder of this Agreement shall nevertheless be enforceable and binding on the parties. I also
agree that the court may modify any invalid, overbroad or unenforceable term of this Agreement so
that such term, as modified, is valid and enforceable under applicable law. Further, I
affirmatively state that I have not, will not and cannot rely on any representations not expressly
made herein.
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9. I accept the terms of this Agreement and the above option(s) to purchase shares of the Common
Stock of the Company, subject to the terms of this Agreement, the 2006 Plan, and any Award Document
issued pursuant thereto. I am familiar with the 2006 Plan and agree to be bound by it to the extent applicable, as
well as by the actions of the Company’s Board of Directors or any committee thereof.
10. I agree that this Agreement and the 2006 Plan, and any Award Document issued pursuant thereto,
together constitute an agreement between the Company and me. I further agree that this Agreement
is governed by the laws of Illinois, without giving effect to any state’s principles of Conflicts
of Laws, and any legal action related to this Agreement shall be brought only in a federal or state
court located in Illinois, USA. I accept the jurisdiction of these courts and consent to service of
process from said courts solely for legal actions related to this Agreement and the Covered
Options.
Date
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Signature | Printed Name | ||
| Commerce ID |
IN ORDER FOR THE ABOVE-REFERENCED OPTION(S) TO BE AWARDED, THIS AGREEMENT, SIGNED AND DATED, MUST
BE RETURNED TO MOTOROLA c/o EXECUTIVE REWARDS NO LATER THAN .
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