0000950137-06-005332 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • May 3rd, 2006 • Motorola Inc • Radio & tv broadcasting & communications equipment • Illinois

AGREEMENT by and between Motorola, Inc. (the “Company”), and Edward J. Zander (the “Executive”) dated as of the 15th day of December 2003, as amended as of the 27th day of July, 2005 and the 2nd day of May, 2006.

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Deferred Stock Unit Award Agreement
Deferred Stock Unit Award Agreement • May 3rd, 2006 • Motorola Inc • Radio & tv broadcasting & communications equipment • Illinois

This Deferred Stock Unit Award (“Award”) is granted on [Grant Date] by Motorola, Inc. (“Motorola” or the “Company”) to the undersigned Non-Employee Director (“Director”) of the Motorola Board of Directors (“Board”).

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AMENDED STOCK OPTION CONSIDERATION AGREEMENT GRANT DATE:
Option Consideration Agreement • May 3rd, 2006 • Motorola Inc • Radio & tv broadcasting & communications equipment • Illinois

The following Agreement is established to amend prior stock option consideration agreements and 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, as amended (the “2006 Plan”).

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STOCK OPTION CONSIDERATION AGREEMENT GRANT DATE: XXXXXX
Stock Option Consideration Agreement • May 3rd, 2006 • Motorola Inc • Radio & tv broadcasting & communications equipment • Illinois

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”).

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Deferred Stock Units Agreement
Deferred Stock Units Agreement • May 3rd, 2006 • Motorola Inc • Radio & tv broadcasting & communications equipment • Illinois

This Agreement made by and between Motorola, Inc. (“Motorola”) and the undersigned Non-Employee Director (“Director”) of the Motorola Board of Directors (“Board”) is effective as of , 200 .

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RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • May 3rd, 2006 • Motorola Inc • Radio & tv broadcasting & communications equipment • Illinois

This Restricted Stock Unit Award (“Award”) is awarded on «Grant_date» (“Date of Grant”), by Motorola, Inc. (the “Company” or “Motorola”) to «First_Name» «Last_Name» (the “Grantee”).

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