0000950137-06-008599 Sample Contracts

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

This Restricted Stock Unit Award (“Award”) is made this day of (“Date of Grant”), by Motorola, Inc. (the “Company” or “Motorola”) to Edward J. Zander (the “Grantee”).

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

This is a complete and final Agreement between ADRIAN NEMCEK (for yourself, your spouse and anyone acting for you) (“you”), and Motorola, Inc. (for itself, its subsidiaries and affiliates and anyone acting for it) (“Motorola”) that resolves all matters between you and Motorola and amends and consolidates the restrictive covenants and remedies in all your prior Stock Option Agreements and Stock Option Consideration Agreements. This Agreement has been individually negotiated and has not been reached as part of a group incentive or other termination program.

STOCK OPTION CONSIDERATION AGREEMENT GRANT DATE:
Motorola Inc • August 3rd, 2006 • 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, as amended (the “2006 Plan”).

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