EXHIBIT 10.1
SEPARATION AND RELEASE AGREEMENT
This is a complete and final Agreement between ▇▇▇▇▇ ▇▇▇▇▇▇ (for yourself, your
spouse and anyone acting for you) ("you"), and Freescale Semiconductor, Inc.
(for itself, its subsidiaries and affiliates and anyone acting for Freescale)
("Freescale") that resolves all matters between you and Freescale. Except where
otherwise specified, this Agreement supersedes and nullifies all prior and
concurrent communications, acknowledgements and agreements between you and
Freescale, including any prior versions of this Agreement. This Agreement has
been individually negotiated and is not part of a group incentive or other
termination program. In consideration for the payments and benefits provided
under this Agreement, you and Freescale agree to the following terms of your
separation from Freescale:
1. SEPARATION. You are relieved of all duties and responsibilities effective
February 12, 2005 (the "Transition Date"). You tender and Freescale accepts your
resignation as a director or officer of Freescale and its subsidiaries and
affiliates effective as of the Transition Date. Your employment by Freescale
shall continue through July 29, 2005 (the "Separation Date"). Subject to the
restrictions in this Agreement, and particularly sections 7, 8, 9, 10 and 11,
you are not precluded from accepting employment or providing services to another
company during the period between your Transition and Separation Dates. Your
separation shall be documented as a termination without cause. At Freescale's
request, you shall execute any and all documents reasonably necessary to confirm
your resignation as a director and/or officer of Freescale and its subsidiaries
and/or affiliates.
2. SEPARATION ALLOWANCE AND INCENTIVE PLANS. Freescale will pay you at your
regular base salary rate at regular payroll intervals, less applicable state and
federal payroll deductions, between your Transition Date and Separation Date.
The total gross amount of these payments is approximately One Hundred Fifty Two
Thousand Six Hundred Fifty Three Dollars and Eighty Five cents ($152,653.85)(the
"Transition Allowance"). You understand and agree that you are not otherwise
entitled to the payments constituting this Transition Allowance, and that this
Transition Allowance is sufficient consideration for your obligations under this
Agreement. Freescale also will pay you a lump sum Separation Allowance in the
amount of Three Hundred Eighty One Thousand Nine Hundred Fifteen Dollars and
Fifteen cents ($381,915.15), less applicable state and federal payroll tax
deductions, within thirty (30) days after you have signed and not revoked this
Agreement. You acknowledge and agree that this Separation Allowance constitutes
an amount to which you are not otherwise entitled, and serves as additional
consideration for this Agreement. After July 29, 2005 but prior to August 19,
2005 you will sign, return and not revoke Attachment A to this Agreement. You
understand and agree that if you fail to sign and return or if you revoke
Attachment A you will be required to repay to Freescale this entire Separation
Allowance.
Second, you are eligible to receive an incentive payment from Freescale under
the Freescale/Motorola Incentive Plan for the 2004 plan year in accordance with
the terms of that plan. Freescale will apply an individual performance factor of
1.00 in computing the amount of payment you receive under the plan. You
understand that under the terms of this plan Freescale has complete discretion
as to whether you receive a payment under this plan and the amount of any such
payment. Accordingly, its commitment in this Agreement to apply a performance
factor of 1.00 and to make a payment to you under the plan is additional
consideration for this Agreement. You understand that you will not receive any
payment under the Freescale Incentive Plan for the 2005 plan year.
Third, you are eligible to receive a payment under the 2004 Freescale Special
Incentive Plan for the 2004 plan year if Freescale meets certain financial
targets under the terms of that plan. Your eligibility to receive any qualifying
payment under this plan is not impacted by this Agreement except as follows: if
any portion of the payment to you under the plan would have been made in
restricted stock units, you will receive a cash payment in lieu of the
restricted stock units. Since the restricted stock units you would receive under
the terms of the plan would be forfeited upon your separation on July 29, 2005
and would have no value, you understand and agree the payment of cash in lieu of
restricted stock units is a payment you are not otherwise entitled to and is
additional consideration for this Agreement. You further understand that you are
not eligible for and will not receive any payment for the 2005 plan year.
Finally, as part of the separation of Freescale from Motorola, Inc.
("Motorola"), Motorola and Freescale agreed to make certain payments to you as a
result of your participation in the Motorola Elected Officer Supplemental
Retirement Plan. The payment Freescale agreed to make to you is described in the
letter executed by you and attached as Attachment B to this Agreement. This
payment is not impacted by this Agreement, and is not additional consideration
for your promises and obligations herein.
The Separation Allowance and other payments described in this section include
and exceed any pay, bonuses, or any other amounts that are unpaid as of your
separation, other than pay for accrued and unused Paid Time Off. You will be
paid for any Paid Time Off you have accrued but not used as of your Separation
Date. You acknowledge that you will only be paid the amounts specifically
identified in this Agreement and will not receive any additional payments from
Freescale.
Final v.1.25.05
▇▇▇▇▇▇ Separation Agreement
3. BENEFIT AND EQUITY PLANS.
(a) The effect of your separation and this Agreement upon your participation in,
or coverage under, any of Freescale's benefit or compensation plans and any
applicable stock option plans, award documents or restricted stock or restricted
stock unit agreements shall be governed by the terms of those plans and
agreements except as specifically modified by this Agreement. Unless
specifically set forth in this Agreement, Freescale is making no guarantee,
warranty or representation in this Agreement regarding any position that may be
taken by any administrator or plan regarding the effect of this Agreement upon
your rights, benefits or coverage under those plans.
(b) Upon your separation, each of your outstanding Freescale stock option grants
(including the Motorola stock option grants converted to Freescale stock options
as of Freescale's separation from Motorola) will be accorded the most favorable
treatment for which each grant qualifies per the terms of the applicable stock
option plans or award documents. Since your separation is a termination without
cause, generally this means that you will have twelve (12) months to exercise
vested options and that you will forfeit any options or restricted stock or
restricted stock units not vested as of your Separation Date.
(c) Benefits coverage under the Freescale Employee Medical Benefits Plan (the
"Medical Plan"), as amended from time to time, will be continued at the regular
employee contribution rate through July 31, 2005, provided that you comply with
all terms and conditions of the Medical Plan, including paying the necessary
contributions and provided further, if you are reemployed with another employer
and become covered under that employer's medical plan, the medical benefits
described herein (if they are not terminated as provided in COBRA, defined
below) shall be secondary to those provided under such other plan. After your
Separation Date, you may elect to continue medical benefits under the Medical
Plan at your own expense, in accordance with COBRA. The COBRA period commences
on the first of the month following the Separation Date. As additional
consideration for this Agreement, Freescale will pay you the amount of Twenty
Seven Thousand Dollars ($27,000.00), less applicable state and federal tax
deductions. This payment is provided to help you with payment of COBRA premiums
for continuation of your medical benefits.
4. TRANSFER OF EQUIPMENT/OUTPLACEMENT/FINANCIAL PLANNING. Effective on or within
thirty business days after your Transition Date, Freescale will transfer to you
ownership of your company car, your cellular phone, your pager and your
Blackberry PDA. On that date you will assume responsibility for all insurance,
maintenance, service and other fees related to this equipment. The parties agree
that any fair market value of the car will be calculated as of the Separation
Date, and that you are responsible for the payment of income tax due as a result
of this transfer. Freescale also will provide senior executive outplacement and
career continuation services by a firm to be selected by Freescale for a period
of up to one (1) year, and will also provide you with the Freescale Executive
Financial Planning benefit for 2005, including tax preparation services for your
2004 tax return, if you elect to participate in either service.
5. NO DISPARAGEMENT. You agree that you will not, directly or indirectly,
individually or in concert with others, engage in any conduct or make any
statement calculated or likely to have the effect of undermining, disparaging or
otherwise reflecting poorly upon Freescale or its good will, products or
business opportunities, or in any manner detrimental to Freescale, though you
may assist and cooperate with the Equal Employment Opportunity Commission or
other government agency and otherwise give truthful and nonmalicious testimony
as may be required by law or legal process.
6. COOPERATION/INDEMNIFICATION. From your Separation Date, and for as long
thereafter as shall be reasonably necessary, you agree to cooperate fully with
Freescale in any investigation, litigation or other action arising out of
transactions in which you were involved or of which you had knowledge during
your employment by Freescale. If you incur any business expenses in the course
of performing your obligations under this paragraph, you will be reimbursed for
the full amount of all reasonable expenses upon your submission of adequate
receipts confirming that such expenses actually were incurred. Freescale will
indemnify you for judgments, fines, penalties, settlement amounts and expenses
(including reasonable attorneys fees and expenses) reasonably incurred in
defending any actual or threatened action, lawsuit, investigation or other
similar proceeding arising out of your employment with Freescale, provided that
if the matter is a civil action, you acted in good faith and in a manner you
reasonably believed to be in, or not opposed to, the best interests of Freescale
and if the matter is a criminal action, and you had no reasonable cause to
believe your conduct was unlawful.
7. PROTECTION OF CONFIDENTIAL INFORMATION AND TRADE SECRETS. You agree to
maintain the confidentiality of Freescale's confidential or proprietary
information and trade secrets in accordance with agreements previously signed by
you and with the law applicable to you as an officer and/or director of
Freescale, including but not limited to state trade secret protection statutes
and your common law fiduciary duty and duty of loyalty. Such Freescale
confidential and proprietary information and trade secrets relating to
Freescale's past, present, or future business, products or technology include,
but are not limited to, information in the following categories: (a) strategy
and roadmap information including but not limited to business plans, strategic
plans, initiatives, potential merger, acquisition and divestiture plans, venture
capital investment plans, five-year and other financial and business plans, new
and existing business/product plans, and capital planning; (b) alliance,
investment and strategic relationship information including but not limited to
non-public alliance and investment identity, terms and conditions of contracts,
terms of investment, and status of existing/consideration of potential alliances
and strategic relationships; (c) management information including but not
limited to
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activities of any corporate-level, region-wide, Freescale-wide, business unit,
regional or account leadership team, or their direct reports; (d) technology
information including but not limited to present and future research and
development, technology roadmaps, technology licensing strategies, and
communications and semiconductor core and process strategies; (e) employee and
employment information (other than information that relates solely to your own
salary, benefits and performance while employed with the company) including but
not limited to members of leadership teams, job functions, organization and
reporting relationships, individual performance, salaries, grades, stock
options, bonus plans, variable pay plans, management and leadership planning,
and high potential employee information, benefits, recruiting, and human
resources policy and procedure; (f) customer information of Freescale including
but not limited to non-public customer identity, product purchases, purchase
volume, purchase quantity, product mix, sales strategies for particular
customers, pricing, distribution plans and strategies, and customer relationship
information; (g) product pricing and cost information including but not limited
to product costs, margins, manufacturing, sales, development, and distribution
costs; (h) manufacturing information including capacity, vendors, materials
costs, foundry and outsourcing relationships, volume, pricing, and strategy, and
internal manufacturing capabilities and strategy; (i) core process redesign
plans, strategies, activities and implementation. Nothing in this Agreement is
intended to prohibit you from disclosing information about Freescale, its
customers, successors or assigns, or its affiliated entities, or about its or
their products, services or business opportunities that is not confidential or
proprietary. You shall give Freescale reasonable advance written notice of your
intent to disclose any potentially confidential information obtained by you as a
result of your employment by Freescale. You agree to keep the terms of this
Agreement confidential, except as required in Paragraph 8, or unless required by
law or legal process to disclose this information, to your attorney, to anyone
preparing your tax returns or to a prospective employer (with economic terms
deleted).
8. PROTECTION AGAINST INEVITABLE DISCLOSURE. You acknowledge that the nature of
your duties and responsibilities for a future employer or for any entity or
business for which you perform services in a contract relationship (including
but not limited to service as a member of a board of directors or advisory
council), might, by the very nature of the duties and responsibilities, result
in the disclosure of trade secrets or other information that is confidential
and/or proprietary to Freescale. Accordingly, you agree to inform any future
employer, or entity or business contracting with you for services, of the
possibility of such disclosure and the requirements of this Agreement and
request that safeguards be established to ensure against such disclosure. You
agree that you will not perform any duties or responsibilities for any third
party that will involve the disclosure of Freescale confidential and/or
proprietary information or trade secrets or that will present a reasonable
possibility of such disclosure.
9. RETURN OF FREESCALE PROPERTY. You further agree, pursuant to your obligations
to Freescale under the provisions of your Assignment and Confidentiality
Agreement, the Freescale Code of Business Conduct and Ethics, and the Freescale
SOP entitled Protection of Proprietary Information (POPI) to return to Freescale
by your Separation Date all Freescale property and confidential and/or
proprietary information including the originals and all copies and excerpts of
documents, drawings, reports, specifications, samples and the like that were/are
in your possession at all Freescale and non-Freescale locations, including but
not limited to information stored electronically on computer hard drives or
disks. The items identified in Section 4 above are excluded from this
obligation.
10. NON-COMPETITION/NO SOLICITATION. You acknowledge that you have entered into
certain Stock Option Agreements with Motorola and Freescale, and that such
agreements, including the non-competition provisions therein, continue in full
force and effect. You further agree that for all options covered by one of these
agreements and converted to Freescale options as a result of the separation of
Freescale from Motorola, Freescale has the right to rely upon and enforce the
Stock Option Agreements as if Freescale and you were the original parties to the
Agreement. In addition to the obligations contained in the Stock Option
Agreements, for a period of two years following your Separation Date, you will
not recruit, solicit or induce, or cause, allow, permit or aid others to
recruit, solicit or induce, or to communicate in support of those activities,
any employee of Freescale to terminate his/her employment with Freescale and/or
to seek employment with your new or prospective employer, or any other company.
Before you begin any proposed employment (every reference in this Section 10 and
Section 11 to "employment" includes employment or the provision of services in
any capacity including but not limited to service as consultant, contractor or
as a member of a board of directors or advisory council) during the two-year
period following the Separation Date with any person, company or entity that
designs, manufactures (or subcontracts the manufacture of), or sells, integrated
circuits/semiconductors, microcontrollers, or similar products, you agree that
you will seek Freescale's prior written consent that the proposed employment
does not violate the non-competition provisions of the Stock Option Agreements;
provided that the parties agree that you need not seek the consent of Freescale
if your proposed employment during that period is with any person, company or
entity that provides equipment, production materials, or other similar products
to the semiconductor industry and that such employment does not violate the
non-competition provisions of the Stock Option Agreements, or the provisions of
Sections 7 or 8 of this Agreement. In response to your recent request, Freescale
hereby provides you consent to seek employment with the following companies:
Applied Materials, Air Products, RF Micro Devices and DuPont Photomasks.
Conversely, Freescale hereby informs you that it would object to your employment
with and not provide consent for the following companies (this list is not
comprehensive): TSMC, UMC and Broadcom. You further understand and agree that if
you accept employment with any person, company or entity that provides
equipment, production materials, or other similar products to the semiconductor
industry, including Applied Materials, Air Products, RF Micro Devices and DuPont
Photomasks, for a period of one year after your Separation Date you cannot be
the company's representative to Freescale, and you will not be involved in any
way with any services, supply arrangement or other contract negotiations between
that company and Freescale.
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For any situations requiring Freescale's consent under this Agreement, Freescale
agrees that it will not unreasonably delay or withhold consent. If the parties
are unable to reach agreement within 10 business days after Freescale's receipt
of your written request for consent, you may proceed to refer the matter to a
qualified, independent neutral expert experienced in the industry, (the "Neutral
Expert"), by providing written notice to Freescale. Within five business days
after Freescale receives your written notice, the parties will choose a mutually
acceptable Neutral Expert. No party will unreasonably withhold consent to the
selection of the Neutral Expert. Within seven business days after the Neutral
Expert is selected, or as soon thereafter as the Neutral Expert is able to meet
with the parties, the parties will meet with the Neutral Expert to present their
positions, in a manner to be determined by the Neutral Expert. Based exclusively
on the evidence presented by the parties at that meeting, the Neutral Expert
will determine whether your proposed employment or other engagement violates the
non-competition provisions of the Stock Option Agreements. The decision of the
Neutral Expert will be final, binding, and non-appealable.
11. NEW EMPLOYMENT. You agree that you will immediately inform Freescale of (i)
the identity of any new employment, start-up business or self-employment in
which you have engaged or will engage between the date you sign this Agreement
and February 11, 2007 (the "Notice Period"), (ii) your title in any such
engagement, and (iii) your duties and responsibilities. You hereby authorize
Freescale to provide a copy of this Agreement, excluding the economic terms, to
any new employer or other entity or business by which you are engaged during the
Notice Period. You further agree that during the Notice Period, you will provide
such non-confidential information to Freescale as it may from time to time
reasonably request in order to determine your compliance with this Agreement.
12. BREACH OF AGREEMENT. You acknowledge that Freescale's agreement to make the
payments set forth in Section 2 above (other than the tax gross up payment for
your Motorola Elected Officer Supplemental Retirement Plan and the cash portion
of the Freescale 2004 Freescale Special Incentive Plan) is conditioned upon your
faithful performance of your obligations under this Agreement, and you agree to
repay to Freescale all sums received from Freescale under Section 2 (other than
the tax gross up payment for your Motorola Elected Officer Supplemental
Retirement Plan and the cash portion of the Freescale 2004 Freescale Special
Incentive Plan) if you breach any of your obligations under Paragraphs 7, 8, 9,
10, or 11 of this Agreement. In any dispute regarding this Agreement, the
prevailing party may recover reasonable attorney's fees and costs.
13. NON-ADMISSION/GENERAL RELEASE. You, for yourself, your agents, attorneys,
heirs, administrators, executors and assigns, and anyone acting or claiming on
your or their joint or several behalf, hereby waive, release and forever
discharge Freescale, its present and former employees, officers, directors,
agents, affiliates, subsidiaries, insurers, predecessors, successors, and
assigns, the Freescale Board of Directors, its agents, successors, affiliates,
and assigns, and anyone acting on their joint or several behalf (the
"Releasees"), from and on any and all known or unknown claims, causes of action,
demands, damages, costs, expenses, liabilities, grievances, or other losses
whatsoever that in any way arise from, grow out of or are related to events or
circumstances that occurred prior to the date of your execution of this
Separation and Release Agreement, including but not limited to any matter that
relates to your employment with Freescale or the termination thereof.
You agree that the claims that you are waiving, releasing, and discharging
include, but are not limited to, those arising from (a) any federal, state, or
municipal civil rights, anti-discrimination, employment-related law, statute, or
ordinance; or (b) any federal, state, or municipal law, statute, ordinance, or
common law doctrine regarding (i) the existence or breach of oral or written
contracts or employment, including any retention, change of control or other
similar agreements (ii) defamation or slander, (iii) negligent or intentional
misrepresentations, (iv) wrongful discharge, (v) interference with contract,
(vi) negligent or intentional infliction of emotional distress, (vii) violation
of public policy, (viii) retaliation, (ix) promissory estoppel, (x) harassment,
(xi) whistle blowing, or (xii) unpaid wages. By way of example, this release
covers any and all claims arising under the Age Discrimination in Employment
Act, tho Older Workers Benefit Protection Act, Title VII of the Civil Rights Act
of 1964, the Americans with Disabilities Act, the Equal Pay Act, the Family and
Medical Leave Act, the National Labor Relations Act, the Fair Labor Standards
Act, and any other federal, local or common laws regarding rights or claims
relating to employment. You understand that by signing this General Release you
are not releasing any accrued and vested rights you have under Freescale benefit
plans that survive separation from employment under the terms of the plans; any
rights that cannot be waived by law, including the right to file an
administrative charge of discrimination; or any rights that arise under this
Agreement.
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14. CONDITIONS OF AGREEMENT. You agree that you are signing this Agreement
knowingly and voluntarily, that you have not been coerced or threatened into
signing this Agreement and that you have not been promised anything else in
exchange for signing this Agreement. You agree that if any part of this
Agreement is found to be illegal or invalid, the rest of the Agreement will
still be enforceable. You further agree that you have had sufficient time (at
least 21 days) to consider this Agreement and you were advised to consult with
an attorney, if desired, before signing below. You understand and agree that any
change, whether material or otherwise, to the initial terms of this Agreement
shall not restart the running of this twenty-one (21) day period. This Agreement
will not become effective or enforceable until seven days after you sign it,
during which time you can revoke it if you wish, by delivering a signed
revocation letter within the seven-day period to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Freescale Law
Department, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇: TX32/PL02, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇.
▇▇▇▇▇ ▇▇▇▇▇▇ FREESCALE SEMICONDUCTOR, INC.
/s/ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ Dootlittle
-------------------------------------------- -----------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Senior Vice President, Human Resources
Date: January 26, 2005 Date: January 26, 2005
------------------------------- -----------------------------
(to be signed no later than February 12, 2005
and original returned to ▇▇▇▇▇ ▇▇▇▇▇▇▇ at above address)
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ATTACHMENT A
15. In consideration for the promises made by Freescale in the
Separation and
Release Agreement to which this is Attachment A, you, for yourself, your agents,
attorneys, heirs, administrators, executors and assigns, and anyone acting or
claiming on your or their joint or several behalf, hereby waive, release and
forever discharge Freescale, its present and former employees, officers,
directors, agents, affiliates, subsidiaries, insurers, predecessors, successors,
and assigns, the Freescale Board of Directors, its agents, successors,
affiliates, and assigns, and anyone acting on their joint or several behalf (the
"Releasees"), from and on any and all known or unknown claims, causes of action,
demands, damages, costs, expenses, liabilities, grievances, or other losses
whatsoever that in any way arise from, grow out of or are related to events or
circumstances that occurred prior to the date of your execution of this
Attachment A, including but not limited to any matter that relates to your
employment with Freescale or the termination thereof.
You agree that the claims that you are waiving, releasing, and discharging
include, but are not limited to, those arising from (a) any federal, state, or
municipal civil rights, anti-discrimination, employment-related law, statute, or
ordinance; or (b) any federal, state, or municipal law, statute, ordinance, or
common law doctrine regarding (i) the existence or breach of oral or written
contracts or employment, including any retention, change of control or other
similar agreements (ii) defamation or slander, (iii) negligent or intentional
misrepresentations, (iv) wrongful discharge, (v) interference with contract,
(vi) negligent or intentional infliction of emotional distress, (vii) violation
of public policy, (viii) retaliation, (ix) promissory estoppel, (x) harassment,
(xi) whistle blowing, or (xii) unpaid wages. By way of example, this release
covers any and all claims arising under the Age Discrimination in Employment
Act, tho Older Workers Benefit Protection Act, Title VII of the Civil Rights Act
of 1964, the Americans with Disabilities Act, the Equal Pay Act, the Family and
Medical Leave Act, the National Labor Relations Act, the Fair Labor Standards
Act, and any other federal, local or common laws regarding rights or claims
relating to employment. You understand that by signing this Attachment A you are
not releasing any accrued and vested rights you have under Freescale benefit
plans that survive separation from employment under the terms of the plans; any
rights that cannot be waived by law, including the right to file an
administrative charge of discrimination; or any rights that arise under this
Agreement. This Attachment A will not become effective or enforceable until
seven days after you sign it, during which time you can revoke it if you wish,
by delivering a signed revocation letter within the seven-day period to ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, Freescale Law Department, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇: TX32/PL02, ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇.
Agreed to and accepted by:
--------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
Date:
--------------------------
(to be signed after July 29, 2005 and before August 19, 2005
and original returned to ▇▇▇▇▇ ▇▇▇▇▇▇▇ at the above address)
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FREESCALE SEMICONDUCTOR, INC. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
(FREESCALE SEMICONDUCTOR, INC. LOGO)
July 13, 2004
▇▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Freescale Semiconductor, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇▇:
As you know, the Board of Directors of Motorola, Inc. ("Motorola") has awarded
you $430,000 to compensate you for the loss of your unvested benefits under the
Motorola Elected Officer Supplemental Retirement Plan (the "Plan") and to
further motivate you to make Freescale a success. Fifty percent of the award
will be paid to you on the two-year anniversary of the date Motorola distributes
its remaining interest in Freescale Semiconductor, Inc. ("Freescale") to
Motorola's common stockholders' (the "Distribution Date") and the other 50% on
the three-year anniversary of the Distribution Date. These payments are
conditioned on your remaining an employee of Freescale or any sucessor thereof
on the date of payment. However, you will be entitled to a lump sum payment of
any unpaid portion of the award if your employment with Freescale or any
successor is terminated by your death or disability or by Freescale or its
successor without cause.
The Board of Directors of Freescale has approved the reimbursement of any tax
cost you incur as a result of the receipt of these payments from Motorola on a
grossed-up basis. For purposes of determining the amount of the gross-up
payment, you will be deemed to pay federal income taxes at the highest marginal
rate of federal income taxation in the calendar year in which the gross-up
payment is to be made and state and local income taxes at the highest marginal
rate of
taxation in the state and locality in which you are resident at that time, net
of the maximum reduction in federal income taxes which could be obtained from
the deduction of such state and local taxes.
You hereby agree to notify Freescale of the amount of any payment received from
Motorola in payment of the award and the date of such payment.
Please affix your signature to the enclosed copy of this letter agreement and
return it to me at your earliest convenience.
Sincerely,
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇
FREESCALE SEMICONDUCTOR, INC.
ACCEPTED:
▇▇▇▇▇ ▇▇▇▇▇▇
---------------------
Date: 8/3/04
----------------
