8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 8, 2007

Motorola, Inc.

(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)

1-7221 (Commission File Number)	36-1115800 (I.R.S. Employer Identification No.)
1303 East Algonquin Road, Schaumburg, Illinois (Address of Principal Executive Offices)	60196 (Zip code)

(847) 576-5000
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 8, 2007, the Compensation and Leadership Committee (“Committee”) of the Board of Directors of Motorola, Inc. (“Motorola” or the “Company”), with the concurrence of the independent directors of the Company’s Board of Directors (“Board”), granted to Edward J. Zander, the Company’s Chairman and Chief Executive Officer, performance-based stock options to purchase 800,000 shares of the Company’s common stock under the Company’s Omnibus Incentive Plan of 2006. The options have an option exercise price of $17.70 per share, the closing price for a share of the Company’s common stock on May 8, 2007 as reported for the New York Stock Exchange Composite Transactions in the Wall Street Journal, Midwest edition. The expiration date of the options, subject to certain conditions, is May 8, 2017. The options vest only if and to the extent the closing price of a share of the Company’s common stock meets or exceeds the dollar amount set forth below on at least ten trading days within any thirty consecutive trading days all of which fall within the two years following the date of grant of such award:

Dollar Amount	Options Vested
$22.00 per share		300,000
$25.00 per share		500,000

The preceding summary of Mr. Zander’s performance-based stock option award is qualified in its entirety by reference to the full text of Mr. Zander’s stock option award agreement filed with this report as Exhibit 10.40 and which is incorporated herein.

In addition, on May 8, 2007 the Committee, with the concurrence of the independent directors of the Board, approved conforming changes to Mr. Zander’s employment agreement with the Company dated as of December 15, 2003, as amended, to reflect the special vesting restrictions applicable to this stock option award and any future performance-based equity awards.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits. The following is filed as an Exhibit to this Report.

Exhibit Number	Description
10.40	Motorola, Inc. Award Document for the Motorola Omnibus Incentive Plan of 2006 Terms and Conditions Related To Employee Nonqualified Stock Options Granted to Edward J. Zander on May 8, 2007

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MOTOROLA, INC.
Dated: May 14, 2007	By:	/s/ Ruth A. Fattori
		Ruth A. Fattori
		Executive Vice President, Human Resources

EXHIBIT INDEX

Exhibit No.	Document
10.40	Motorola, Inc. Award Document for the Motorola Omnibus Incentive Plan of 2006 Terms and Conditions Related To Employee Nonqualified Stock Options Granted to Edward J. Zander on May 8, 2007

EX-10.40

Exhibit 10.40

MOTOROLA, INC.
AWARD DOCUMENT
For the
Motorola Omnibus Incentive Plan of 2006
Terms and Conditions Related to Employee Nonqualified Stock Options

Recipient:	Edward J. Zander	Date of Expiration:	May 8, 2017
Commerce ID#:		Number of Options:	800,000
Date of Grant:	May 8, 2007	Exercise Price:	$17.70

Motorola, Inc. (“Motorola” or the “Company”) is pleased to grant you options to purchase shares of Motorola’s common stock under the Motorola Omnibus Incentive Plan of 2006 (the “Plan”). The number of options (“Options”) awarded to you and the Exercise Price per Option, which is the Fair Market Value on the Date of Grant, are stated above. Each Option entitles you to purchase one share of Motorola’s common stock on the terms described below and in the Plan.

Vesting and Exercisability
You cannot exercise the Options until they have vested.

Regular Vesting — If, within the two years following the Date of Grant (the “Performance Period”), the Fair Market Value (as defined below) of Motorola common stock meets or exceeds the dollar amount set forth below on at least ten Trading Days (as defined below) within any thirty consecutive Trading Days, then the Options will vest in accordance with the following schedule:

Dollar Amount	Options Vested
$22.00		300,000
$25.00		500,000

For purposes of this agreement, “Trading Day” means any date on which the New York Stock Exchange is open for trading. To the extent some or all of the Options do not vest prior to the end of the Performance Period, then any such Options shall immediately expire at the end of the Performance Period.

Exercisability — You may exercise Options at any time after they vest and before they expire as described below.

Expiration
All Options expire on the earliest of (1) the Date of Expiration as stated above, (2) any of the Special Expiration Dates described below, or (3) with respect to any unvested Options, at the end of the Performance Period. Once an Option expires, you no longer have the right to exercise it.

Special Expiration Dates
If any of the following events occur during the Performance Period, your Options may expire sooner than the Date of Expiration, as set forth below:

Retirement — If your employment or service with Motorola or a Subsidiary is ended because of your Retirement, all of your unvested Options will automatically expire and all of your vested Options will then expire on the earlier of eighteen months following the ending of your employment or service because of your Retirement or the Date of Expiration stated above. Retirement means (only for purposes of this Option) your retirement from Motorola or a Subsidiary as follows:

• Retiring at or after age 65, without regard to years of service.

Disability — If your employment or service with Motorola or a Subsidiary is terminated because of your Total and Permanent Disability (as defined below), all of your unvested Options will automatically expire upon termination and all of your vested Options will then expire on the earlier of the first anniversary of your termination of employment or service because of your Total and Permanent Disability or the Date of Expiration stated above. Until that time, the vested Options will be exercisable by you or your guardian or legal representative.

Death — If your employment or service with Motorola or a Subsidiary is terminated because of your death, all of your unvested Options will automatically expire upon your death and all of your vested Options will then expire on the earlier of the first anniversary of your death or the Date of Expiration stated above. Until that time, with written proof of death and inheritance, the vested Options will be exercisable by your legal representative, legatees or distributees.

Change In Control — If a “Change in Control” of the Company occurs all of your unvested Options will automatically expire upon the Change in Control and all of your vested Options will be exercisable until the Date of Expiration set forth above.

Change in Employment in Connection with a Divestiture — If you accept employment with another company in direct connection with the sale, lease, outsourcing arrangement or any other type of asset transfer or transfer of any portion of a facility or any portion of a discrete organizational unit of Motorola or a Subsidiary, or if you remain employed by a Subsidiary that is sold or whose shares are distributed to the Motorola stockholders in a spin-off or similar transaction (a “Divestiture”), all of your unvested Options will automatically expire upon termination of your employment with Motorola in direct connection with the Divestiture and your vested Options will expire 90 days after such Divestiture or such shorter period remaining until expiration as set forth above.

Termination of Employment or Service Entitling you to Severance Benefits Under Section 5(a) of your Employment Agreement — If your employment or service with Motorola or a Subsidiary is terminated in a manner entitling you to severance benefits under

Section 5(a)(i) of your Employment Agreement with Motorola, dated as of December 15, 2003 (the “Employment Agreement”), all of your unvested Options will automatically expire upon termination and your vested Options will expire on the earlier of eighteen months after your termination of employment or service for a reason referenced in this paragraph or the Date of Expiration stated above.

Termination of Employment or Service Because of Serious Misconduct — If Motorola or a Subsidiary terminates your employment or service because of Serious Misconduct (as defined below), all of your Options (vested and unvested) expire upon your termination.

Termination of Employment or Service by Motorola as a Result of a Notice of Non-Renewal — If Motorola terminates your employment or service as a result of a Notice of Non-Renewal (as defined in your Employment Agreement), all of your unvested Options will automatically expire upon termination and your vested Options will expire twelve months after your termination of employment or such shorter period remaining until expiration as set forth above.

Termination of Employment or Service by you other than for Good Reason — If you voluntarily terminate employment without Good Reason including by a Notice of Non-Renewal (as such terms are defined in your Employment Agreement), all of your unvested Options will automatically expire upon termination of your employment and all of your vested but not yet exercised Options will expire on the earlier of (i) the date ninety (90) days after the date of termination of your employment or services or (ii) the Date of Expiration stated above.

Leave of Absence — If you take a leave of absence from Motorola or a Subsidiary that your employer has approved in writing in accordance with your employer’s Leave of Absence Policy and which does not constitute a termination of employment as determined by Motorola or a Subsidiary the following will apply:

Vesting of Options — Options will continue to vest during the first 90 days of your leave period in accordance with the vesting schedule set forth above. If the leave exceeds 90 days, no additional options shall vest after the 90th day. Upon your return to substantially full-time

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employment or service, you shall be eligible to vest in any remaining unvested options (a) if you are employed for at least sixty or more consecutive days, and (b) to the extent the Regular Vesting provisions set forth above are satisfied.

Exercising Options — You may exercise Options that are vested or that vest during the leave of absence.

Effect of Termination of Employment or Service — If your employment or service is terminated during the leave of absence, the treatment of your Options will be determined as described under “Special Expiration Dates” above.

Other Terms
Method of Exercising — You must follow the procedures for exercising options established by Motorola from time to time. At the time of exercise, you must pay the Exercise Price for all of the Options being exercised and any taxes that are required to be withheld by Motorola or a Subsidiary in connection with the exercise. Options may not be exercised for less than 50 shares unless the number of shares represented by the Option is less than 50 shares, in which case the Option must be exercised for the remaining amount.

Transferability — Unless the Committee provides, Options are not transferable other than by will or the laws of descent and distribution.

Tax Withholding — Motorola or a Subsidiary is entitled to withhold an amount equal to the required minimum statutory withholding taxes for the respective tax jurisdictions attributable to any share of common stock deliverable in connection with the exercise of the Options. You may satisfy any minimum withholding obligation and any additional withholding, if desired, by electing to have the plan administrator retain Option shares having a Fair Market Value on the date of exercise equal to the amount to be withheld.

Definition of Terms
If a term is used but not defined, it has the meaning given such term in the Plan.

“Fair Market Value” is the closing price for a share of Motorola common stock on any applicable date. The official source for the closing price is the New

York Stock Exchange Composite Transaction as reported in the Wall Street Journal, Midwest edition.

“Serious Misconduct” means any misconduct identified as a ground for termination in the Motorola Code of Business Conduct, or the human resources policies, or other written policies or procedures, including the conduct described as “Cause” under your Employment Agreement.

“Subsidiary” means an entity of which Motorola owns directly or indirectly at least 50% and that Motorola consolidates for financial reporting purposes.

“Total and Permanent Disability” means “Disability” as defined in your Employment Agreement.

Consent to Transfer Personal Data
By accepting this award, you voluntarily acknowledge and consent to the collection, use, processing and transfer of personal data as described in this paragraph. You are not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect your ability to participate in the Plan. Motorola, its Subsidiaries and your employer hold certain personal information about you, that may include your name, home address and telephone number, date of birth, social security number or other employee identification number, salary, salary grade, hire date, nationality, job title, any shares of stock held in Motorola, or details of all options or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the Plan (“Data”). Motorola and/or its Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan, and Motorola and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States. You authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the

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subsequent holding of shares of stock on your behalf to a broker or other third party with whom you may elect to deposit any shares of stock acquired pursuant to the Plan. You may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting Motorola; however, withdrawing your consent may affect your ability to participate in the Plan.

Acknowledgement of Discretionary Nature of the Plan; No Vested Rights
You acknowledge and agree that the Plan is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by Motorola or a Subsidiary, in its sole discretion, at any time. The grant of awards under the Plan is a one-time benefit and does not create any contractual or other right to receive an award in the future or to future employment. Nor shall this or any such grant interfere with your right or the Company’s right to terminate such employment relationship at any time, with or without cause, to the extent permitted by applicable laws and any enforceable agreement between you and the Company. Future grants, if any, will be at the sole discretion of Motorola, including, but not limited to, the timing of any grant, the amount of the award, vesting provisions, and the exercise price.

No Relation to Other Benefits/Termination Indemnities
Your acceptance of this award and participation under the Plan is voluntary. The value of your stock option awarded herein is an extraordinary item of compensation outside the scope of your employment contract, if any. As such, the stock option is not part

of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments, notwithstanding any provision of any compensation, insurance agreement or benefit plan to the contrary.

Substitute Stock Appreciation Right
Motorola reserves the right to substitute a Stock Appreciation Right for your Option in the event certain changes are made in the accounting treatment of stock options. Any substitute Stock Appreciation Right shall be applicable to the same number of shares as your Option and shall have the same Date of Expiration, Exercise Price, and other terms and conditions. Any substitute Stock Appreciation Right may be settled only in Motorola common stock.

Acceptance of Terms and Conditions
By accepting the Options, you agree to be bound by these terms and conditions, the Plan and any and all rules and regulations established by Motorola in connection with awards issued under the Plan and any additional covenants or promises Motorola may require as a condition of the grant.

Other Information about Your Options and the Plan
You can find other information about options and the Plan on the Motorola website http://myhr.mot.com/pay_finances/ awards_incentives/stock_options/plan_documents.jsp If you do not have access to the website, please contact Motorola Global Rewards, 1303 E. Algonquin Road, Schaumburg, IL 60196 USA; GBLRW01@Motorola.com; 847-576-7885; for an order form to request Plan documents.

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