Exhibit 10.11
[Standard Agreement for RSUs as of 12-6-01]
RESTRICTED STOCK
UNIT AWARD AGREEMENT
This Restricted Stock Unit Award ("AWARD") is made this __ day of ______
2002 ("DATE OF GRANT"), by Motorola, Inc. (the "COMPANY" or "MOTOROLA") to
_____________________ (the "GRANTEE").
WHEREAS, Grantee is receiving the Award under the Motorola Omnibus
Incentive Plan of 2000, as amended (the "2000 OMNIBUS PLAN");
WHEREAS, the Award is a special grant of Motorola restricted stock units;
and
WHEREAS, it is a condition to Grantee receiving the Award that Grantee
execute and deliver to Motorola an agreement evidencing the terms, conditions
and restrictions applicable to the restricted units.
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and for other good and valuable consideration, the Company hereby awards
restricted stock units to Grantee on the following terms and conditions:
1. AWARD OF RESTRICTED STOCK UNITS. The Company hereby grants to Grantee a
total of ______________________ (______) Motorola restricted stock units (the
"UNITS") subject to the terms and conditions set forth below.
2. RESTRICTIONS. The Units are being awarded to Grantee subject to the
transfer and forfeiture conditions set forth below (the "RESTRICTIONS") which
shall lapse, if at all, as described in Section 3 below. For purposes of this
Award, the term Units includes any additional Units granted to the Grantee with
respect to Units, still subject to the Restrictions.
a. Grantee may not directly or indirectly, by operation of law or
otherwise, voluntarily or involuntarily, sell, assign, pledge,
encumber, charge or otherwise transfer any of the Units still subject
to Restrictions. The Units shall be forfeited if Grantee violates or
attempts to violate these transfer restrictions.
b. Any Units still subject to the Restrictions shall be
automatically forfeited upon the Grantee's termination of employment
with Motorola or a Motorola Subsidiary for any reason, other than
death, Total and Permanent Disability, as defined in Section 3(a)
below, and Retirement, as defined in Section 3(c). For purposes of
this Agreement, a "MOTOROLA SUBSIDIARY" is any corporation or other
entity in which a 50 percent or greater interest is held directly or
indirectly by Motorola and which is consolidated for financial
reporting purposes.
c. If Grantee engages, directly or indirectly, in any activity
which is in competition with any activity of Motorola or any Motorola
Subsidiary, or in any action or conduct which is in any manner adverse
or in any way contrary to the interests of Motorola or any Motorola
Subsidiary, all Units shall be forfeited. This determination shall be
made by the Compensation Committee of the Company's Board of Directors
(the "Compensation Committee").
The Company will not be obligated to pay Grantee any consideration whatsoever
for forfeited Units.
3. LAPSE OF RESTRICTIONS.
a. Other than in the case of Retirement, the Restrictions
applicable to the Units shall lapse, as long as the Units have not
been forfeited as described in Section 2 above, as follows:
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(i) Four (4) years from the Date of Grant (the "RESTRICTED
PERIOD");
(ii) Upon a Change in Control of the Company (as defined by
the 2000 Omnibus Plan);
(iii) If the Grantee becomes Totally and Permanently
Disabled. A "TOTAL AND PERMANENT DISABILITY" means for
(x) U.S. employees, entitlement to long term disability
benefits under the Motorola Disability Income Plan, as
amended and (y) non-U.S. employees, as established by
applicable Motorola policy or as required by local
regulations; or
(iv) If the Grantee dies.
b. In the case of Retirement (as defined below) before the
expiration of the Restricted Period, the Restrictions shall lapse upon
Retirement, as long as the Units have not been forfeited as described
in Section 2 above, as follows:
(i) If the Grantee Retires after the first year of the
Restricted Period has expired, the Restrictions will
lapse as to 25% of the Units;
(ii) If the Grantee Retires after the second year of the
Restricted Period has expired, the Restrictions will
lapse as to 50% of the Units;
(iii) If the Grantee Retires after the third year of the
Restricted Period has expired, the Restrictions will
lapse as to 75% of the Units.
[CHANGE BASED ON VESTING SCHEDULE]
c. "RETIREMENT" for purposes of this Agreement means: ----------
(i) Retiring at or after age 55 with 20 years of service,
(ii) Retiring at or after age 60 with 10 years of service;
and
(iii) Retiring at or after age 65, without regard to
service.
d. If during the Restricted Period the Grantee takes a Leave of
Absence from Motorola or a Motorola Subsidiary and the Grantee's
employment from Motorola or a Motorola Subsidiary is not terminated
for any reason (other than death, Total and Permanent Disability, or
Retirement), the Units will continue to be subject to this Agreement.
If the Restricted Period expires while the Grantee is on a Leave of
Absence the Grantee will be entitled to the Units even if the Grantee
has not returned to active employment. "LEAVE OF ABSENCE" means a
leave of absence from Motorola or a Motorola Subsidiary that is not a
termination of employment, as determined by Motorola.
e. To the extent the Restrictions lapse under this Section 3 with
respect to the Units, they will be free of the terms and conditions of
this Award.
4. ADJUSTMENTS. If the number of outstanding shares of Common Stock of the
Company is changed as a result of stock dividend, stock split or the like
without additional consideration to the Company, the number of Units subject to
this Award shall be adjusted to correspond to the change in the outstanding
shares of Motorola Common Stock ("COMMON STOCK").
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5. DIVIDEND EQUIVALENTS. Upon the Company's payment of a cash dividend with
respect to its Common Stock, the number of Units shall be increased by dividing
the amount of dividend the Grantee would have received had the Grantee owned a
number of shares of Common Stock equal to the number of Units then credited to
his or her account by the closing price of the Company's Common Stock on the
last trading day before the date of the dividend payment, as reported for the
New York Stock Exchange - Composite Transaction in the Wall Street Journal,
Midwest edition. If a dividend is paid in shares of stock of another company or
in other property, the Grantee will be credited with the number of shares of
that company or the amount of property which would have been received had the
Grantee owned a number of shares of Common Stock equal to the number of Units
credited to his or her account. The shares or property so credited will be
subject to the same Restrictions and other terms and conditions applicable to
Units and will be paid out in kind at the time the Restrictions lapse.
6. DELIVERY OF CERTIFICATES OR EQUIVALENT. Upon the lapse of Restrictions
applicable to the Units, the Company shall, at its election, either deliver to
the Grantee (i) a certificate representing a number of shares of Common Stock
equal to the number of Units upon which such Restrictions have lapsed, plus, a
cash payment equal to the value of any fractional unit then credited to the
Grantee or (ii) establish a brokerage account for the Grantee and credit to that
account the number of shares of Common Stock of the Company equal to the number
of Units upon which such Restrictions have lapsed.
7. WITHHOLDING TAXES. The Company is entitled to withhold an amount equal
to Motorola's required minimum statutory withholdings taxes for the respective
tax jurisdiction attributable to any share of Common Stock or property
deliverable in connection with the Units. Grantee may satisfy any withholding
obligation in whole or in part by electing to have Motorola retain shares of
Common Stock deliverable in connection with the Units having a Fair Market Value
on the date the Restrictions applicable to the Units lapse equal to the minimum
amount required to be withheld. "Fair Market Value" for this purpose shall be
the closing price for a share of Motorola common stock on the last trading day
before the date the Restrictions applicable to the Units lapse. The official
source for the closing price is the New York Stock Exchange Composite
Transaction as reported in the Wall Street Journal, Midwest edition.
8. VOTING AND OTHER RIGHTS.
a. Grantee shall have no rights as a stockholder of the Company
in respect of the Units, including the right to vote and to receive
dividends and other distributions, until delivery of certificates
representing shares of Common Stock in satisfaction of the Units.
b. The grant of Units does not confer upon Grantee any right to
continue in the employ of the Company or a Motorola Subsidiary or to
interfere with the right of the Company or a Motorola Subsidiary, to
terminate Grantee's employment at any time.
9. FUNDING. No assets or shares of Common Stock shall be segregated or
earmarked by the Company in respect of any Units awarded hereunder. The grant of
Units hereunder shall not constitute a trust and shall be solely for the purpose
of recording an unsecured contractual obligation of the Company.
10. NOTICES. Any written notice under this Award shall be deemed given on
the date that is two business days after it is sent by registered or certified
mail, postage prepaid, addressed either to the Grantee at his address set forth
below or to the Attention: Executive Rewards, Motorola, Inc., 0000 Xxxx
Xxxxxxxxx Xx, Xxxxxxxxxx, XX 00000 (847) 576-5000. Any notice may be sent using
any other means (including personal delivery, expedited courier, messenger
service, telecopy, telex, ordinary mail or electronic mail) but no such notice
shall be deemed to have been duly given unless and until it is actually
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received by the intended recipient. The Grantee and the Company may change the
address to which notices are to be delivered by giving the other party notice in
the manner set forth herein.
11. GOVERNING LAW. All questions concerning the construction, validity and
interpretation of this Award shall be governed by and construed according to the
internal law and not the law of conflicts of the State of Illinois.
12. WAIVER. The failure of the Company to enforce at any time any provision
of this Award shall in no way be construed to be a waiver of such provision or
any other provision hereof.
13. ACTIONS BY THE COMPENSATION COMMITTEE. The Compensation Committee may
delegate its authority to administer this Agreement. The actions and
determinations of the Compensation Committee or delegate shall be binding upon
the parties.
14. PLAN DOCUMENTS. The 2000 Omnibus Plan and the Prospectus for the 2000
Omnibus Plan are available at xxxx://xx0.xxx.xxx/xxxxxxxxxx or from Executive
Rewards, 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000 (847) 576-5000.
IN WITNESS WHEREOF, the Company has executed this Agreement in
duplicate as of day and year first above written.
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MOTOROLA, INC.
By:
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Its:
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The undersigned Grantee hereby accepts, and agrees to, all terms and
provisions of the foregoing Award. If you do not sign and return this Award you
will not be entitled to the Units.
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Signature
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Print Name
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Social Security Number or
Commerce ID Number
Address
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