Motorola 2006 Annual Report Download - page 138

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130
EXHIBIT INDEX
Exhibit No. Exhibit
2.1 Agreement and Plan of Merger, dated as of September 18, 2006, among Motorola, Inc., Motorola
GTG Subsidiary I Corp. and Symbol Technologies, Inc. (incorporated by reference to Exhibit 2.1 to
Motorola's Report on Form 8-K filed on September 25, 2006 (File No. 1-7221)).
2.2 Amendment No. 1, dated as of October 30, 2006, to Agreement and Plan of Merger, dated as of
September 18, 2006, among Motorola, Inc., Motorola GTG Subsidiary I Corp. and Symbol
Technologies, Inc. (incorporated by reference to Exhibit 2.2 to Motorola's Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30, 2006) (File No. 1-7221)).
3.1 Restated Certificate of Incorporation of Motorola, Inc., as amended through May 3, 2000
(incorporated by reference to Exhibit 3(i)(b) to Motorola's Quarterly Report on Form 10-Q for the
fiscal quarter ended April 1, 2000) (File No. 1-7221)).
3.2 Motorola, Inc. Amended and Restated Bylaws as of February 23, 2006 (incorporated by reference to
Exhibit 3.1 to Motorola's Report on Form 8-K filed March 1, 2006 (File No. 1-7221)).
4.2(a) Senior Indenture, dated as of May 1, 1995, between Harris Trust and Savings Bank and Motorola,
Inc. (incorporated by reference to Exhibit 4(d) of the Registrant's Registration Statement on
Form S-3 dated September 25, 1995 (Registration No. 33-62911)).
4.2(b) Instrument of Resignation, Appointment and Acceptance, dated as of January 22, 2001, among
Motorola, Inc., Bank One Trust Company, N.A. and BNY Midwest Trust Company (as successor in
interest to Harris Trust and Savings Bank) (incorporated by reference to Exhibit 4.2(b) to
Motorola's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (File
No. 1-7221)).
Certain instruments defining the rights of holders of long-term debt of Motorola and of all its
subsidiaries for which consolidated or unconsolidated financial statements are required to be filed are
being omitted pursuant to paragraph(4)(iii)(A) of Item 601 of Regulation S-K. Motorola agrees to
furnish a copy of any such instrument to the Commission upon request.
*10.1 Motorola Omnibus Incentive Plan of 2006 (as Amended through November 14, 2006).
10.2 Form of Motorola, Inc. Award DocumentÌTerms and Conditions Related to Employee
Nonqualified Stock Options relating to the Motorola Omnibus Incentive Plan of 2006, as amended
through February 11, 2007 (incorporated by reference to Exhibit 10.37 to Motorola's Report on
Form 8-K, filed on February 15, 2007 (File No. 1-7221)).
*10.3 Form of Motorola, Inc. Restricted Stock Unit Award Agreement relating to the Motorola Omnibus
Incentive Plan of 2006 as amended through February 27, 2007.
*10.4 Form of Motorola Stock Option Consideration Agreement, as amended on February 27, 2007.
*10.5 Form of Motorola, Inc. Award DocumentÌTerms and Conditions Related to Employee
Nonqualified Stock Options for Edward J. Zander, relating to the Motorola Omnibus Incentive Plan
of 2006 or any successor plan, as amended through February 11, 2007.
*10.6 Form of Motorola, Inc. Restricted Stock Unit Award Agreement for Edward J. Zander relating to the
Motorola Omnibus Incentive Plan of 2006, as amended through February 11, 2007.
10.7 Form of Motorola Stock Option Consideration Agreement for Edward J. Zander, Chairman and
Chief Executive Officer, Motorola, Inc., as amended on May 2, 2006 (incorporated by reference to
Exhibit 10.41 to Motorola's Quarterly Report on Form 10-Q for the fiscal quarter ended July 1,
2006) (File No. 1-7221)).
*10.8 Form of Deferred Stock Units Agreement between Motorola, Inc. and its non-employee directors,
relating to the deferred stock units issued in lieu of cash compensation to directors under the
Motorola Omnibus Incentive Plan of 2006 or any successor plan, amended as of February 11, 2007.