Motorola 2006 Annual Report Download - page 131

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123
Item 9B: Other Information
On February 11, 2007, the Compensation and Leadership Committee of the Motorola, Inc. Board of Directors
approved changes to the forms of Restricted Stock Unit Award Agreements, Stock Award Agreements and Stock
Option Consideration Agreements under the Motorola Omnibus Incentive Plan of 2006. The changes, previously
reported on Motorola's Report on Form 8-K filed on February 15, 2007 (File No. 1-7221), were initially scheduled
to take effect March 1, 2007 and were scheduled to apply both to future grants of awards and to outstanding
award agreements. However, on February 27, 2007, the Compensation and Leadership Committee resolved that the
changes should apply only to awards granted on or after March 1, 2007 and not to outstanding awards granted
prior to March 1, 2007. As a result, the forms of Restricted Stock Unit Award Agreement and Stock Option
Consideration Agreement were amended to delete references to outstanding awards made prior to March 1, 2007.
This summary is qualified in its entirety by reference to the full text of the amended Restricted Stock Unit
Award Agreement and Stock Option Consideration Agreement, filed with this report as Exhibits 10.3 and 10.4.
PART III
Item 10: Directors, Executive Officers and Corporate Governance
The response to this Item required by Item 401 of Regulation S-K, with respect to directors, incorporates by
reference the information under the caption ""Nominees'' of Motorola's Proxy Statement for the 2007 Annual
Meeting of Stockholders (the ""Proxy Statement'') and, with respect to executive officers, is contained in Part I
hereof under the caption ""Executive Officers of the Registrant'' and, with respect to the audit committee,
incorporates by reference the information under the caption ""What Are the Committees of the Board?'' and
""Report of Audit and Legal Committee'' of Motorola's Proxy Statement.
The response to this Item required by Item 405 of Regulation S-K incorporates by reference the information
under the caption ""Other MattersÌSection 16(a) Beneficial Ownership Reporting Compliance'' of Motorola's
Proxy Statement.
The response to this Item also incorporates by reference the information under the caption
""CommunicationsÌHow Can I Recommend a Director Candidate to the Governance and Nominating Committee?''
of Motorola's Proxy Statement.
Motorola has adopted a code of ethics, the Motorola Code of Business Conduct (the ""Code''), that applies to
all employees, including Motorola's principal executive officer, principal financial officer and controller (principal
accounting officer). The Code is posted on Motorola's Internet website, www.motorola.com/investor, and is
available free of charge, upon request to Investor Relations, Motorola, Inc., Corporate Offices, 1303 East
Algonquin Road, Schaumburg, Illinois 60196, E-mail: [email protected], phone: 1-800-262-8509. Any
amendment to, or waiver from, the Code will be posted on our Internet website within five business days following
the date of the amendment or waiver. Motorola's Code of Business Conduct applies to all Motorola employees
worldwide, without exception, and describes employee responsibilities to the various stakeholders involved in our
business. The Code goes beyond the legal minimums by implementing the values we share as employees of
MotorolaÌour key beliefsÌuncompromising integrity and constant respect for people. The Code places special
responsibility on managers and prohibits retaliation for reporting issues.
Item 11: Executive Compensation
The response to this Item incorporates by reference the information under the captions ""How Are the
Directors Compensated?,'' ""Compensation Discussion and Analysis,'' ""Report of the Compensation and Leadership
Committee on Executive Compensation,'' ""Summary Compensation Table,'' ""Grants of Plan-Based Awards in
2006,'' ""Outstanding Equity Awards at 2006 Fiscal Year-End,'' ""Option Exercises and Stock Vested for 2006,''
""Pension Benefits in 2006,'' ""Nonqualified Deferred Compensation in 2006,'' and ""Employment Contracts,
Termination of Employment and Change in Control Arrangements'' of Motorola's Proxy Statement.
Item 12: Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
The response to this Item incorporates by reference the information under the captions ""Equity Compensation
Plan Information'' and ""Ownership of Securities'' of Motorola's Proxy Statement.