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): December 15, 2008

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
(IRS Employer
Identification No.)

1303 East Algonquin Road
Schaumburg, IL
(Address of Principal Executive Offices)  
60196
(Zip Code)

Registrant’s telephone number, including area code: 847-576-5000

(Former Name or Former Address, if Changed Since Last Report.) Not applicable.

Check the appropriate box below if the Form 8-K/A filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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))

TABLE OF CONTENTS

	Item 5.02(e) Departure of Directors or Principal Officers; Election of Directors; Appointment of            Principal Officers; Compensatory Arrangements of Certain Officers
	Item 8.01 Other Events.
	Item 9.01 Financial Statements and Exhibits.
	SIGNATURES
EXHIBIT INDEX
EX-10.1
EX-10.2
EX-10.3
EX-10.4
EX-99.1

Item 5.02(e) Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

Executive Retirement Plan Amendments

On December 15, 2008, the Board of Directors of Motorola, Inc. (the “Company”) authorized amendment to the Motorola Elected Officers Supplementary Retirement Plan (the “EOSRP”) and the Motorola Supplemental Pension Plan (the “MSPP”). On this date, commensurate with the Board of Director’s decision to freeze the Motorola Pension Plan (as described below under Item 8.01 of this Form 8-K), the Board of Directors also authorized the amendment of the EOSRP (which uses the Motorola Pension Plan retirement benefits as an offset) and the MSPP (which is an excess benefit plan with respect to certain executive’s Motorola Pension Plan retirement benefits), effective March 1, 2009, to freeze all future benefit accruals and compensation increases under those plans for all individuals who are participants under those plans as of February 28, 2009. Additionally, the MSPP was further amended to freeze any future participation in the MSPP as of January 1, 2009.

For more details, please refer to the executed amendments attached as Exhibits 10.1 and 10.2 respectively hereto, and incorporated herein by reference.

Voluntary Compensation Reductions

In addition, Motorola Co-CEOs Greg Brown and Sanjay Jha will voluntarily take a 25 percent decrease in base salary in 2009 and forego 2008 bonuses under the Company’s annual cash incentive plan (“Annual Incentive Plan”). In the first quarter of 2009, the Compensation and Leadership Committee has agreed to make a grant of restricted stock units to Dr. Jha with a value equal to: $2.4 million less the amount of cash that would have been payable to Mr. Brown under the Annual Incentive Plan had he not foregone his annual cash incentive. The restricted stock units will vest in two equal installments on the first anniversary of the grant and on October 31, 2010. The press release announcing these matters is attached as Exhibit 99.1 hereto.

Item 8.01 Other Events.

On December 15, 2008, the Board of Directors of the Company authorized amendment to the Motorola Pension Plan (the “Pension Plan”) and the Motorola 401(k) Plan (the “401(k) Plan”). On this date, the Board has determined that:

• effective March 1, 2009, all future benefit accruals and compensation increases under the Pension Plan shall automatically cease for all individuals who are participants under the Pension Plan as of February 28, 2009, but further allowing such participants to continue to earn vesting credit towards their Pension Plan benefit on and after March 1, 2009 if not already fully vested; and

• effective January 1, 2009, the Company matching contributions provided under the 401(k) Plan shall be suspended until subsequent Board action in the future re-activates contributions, if any, made by the Company to the 401(k) Plan.

For more details, please refer to the executed amendments attached as Exhibits 10.3 and 10.4 respectively hereto, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	First Amendment, executed December 15, 2008, to the Motorola Elected Officers Supplementary Retirement Plan (As Amended Through May 8, 2007).
10.2	First Amendment, executed December 15, 2008, to the Motorola Supplemental Pension Plan (As Amended and Restated Generally Effective as of January 1, 2008).
10.3	First Amendment, executed December 15, 2008, to the Motorola Pension Plan (As Amended and Restated Generally Effective as of January 1, 2008).
10.4	First Amendment, executed December 15, 2008, to the Motorola 401(k) Plan (As Amended and Restated Generally Effective as of January 1, 2006).
99.1	Press Release, dated December 16, 2008.

SIGNATURES

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

	MOTOROLA, INC.
DATE: December 15, 2008	By:	/s/ Greg A. Lee
		Greg A. Lee
		Senior Vice President, Human Resources

EXHIBIT INDEX

Exhibit No.	Description
10.1	First Amendment, executed December 15, 2008, to the Motorola Elected Officers Supplementary Retirement Plan (As Amended Through May 8, 2007).
10.2	First Amendment, executed December 15, 2008, to the Motorola Supplemental Pension Plan (As Amended and Restated Generally Effective as of January 1, 2008).
10.3	First Amendment, executed December 15, 2008, to the Motorola Pension Plan (As Amended and Restated Generally Effective as of January 1, 2008).
10.4	First Amendment, executed December 15, 2008, to the Motorola 401(k) Plan (As Amended and Restated Generally Effective as of January 1, 2006).
99.1	Press Release, dated December 16, 2008.

EX-10.1

Exhibit 10.1

FIRST AMENDMENT
TO THE MOTOROLA ELECTED OFFICERS SUPPLEMENTARY RETIREMENT PLAN
(As Amended Through May 8, 2007)

EOSRP Freeze as of March 1, 2009

     WHEREAS, Motorola, Inc. (the “Company”) maintains the Motorola Elected Officers Supplementary Retirement Plan (the “EOSRP”) for the benefit of certain officers of Motorola, Inc. to provide income replacement following their retirement of up to seventy (70%) of their salary (as provided for under the EOSRP) as of June 30, 2005;

     WHEREAS, Section 17 of the EOSRP provides that the Board of Directors of Motorola, Inc. (the “Board”) may amend the EOSRP from time to time; and

     WHEREAS, the Board deems it appropriate to freeze the EOSRP, including the freeze of compensation and all future benefit accruals effective as of March 1, 2009.

     NOW THEREFORE, the EOSRP is hereby amended, effective as of March 1, 2009 (unless otherwise specified below), in the following particulars:

     1. By adding immediately preceding Section 1 of the EOSRP, the following new Section 1A as a part thereof:

“SECTION 1A
FREEZE OF THE PLAN EFFECTIVE MARCH 1, 2009

     1A.1 Plan Freeze. Notwithstanding any other provision of this document to the contrary, the Plan is frozen effective as of March 1, 2009, and

     (a) no Participant shall accrue any benefit or additional benefit on and after March 1, 2009; and

     (b) no compensation increases earned by a Participant on and after March 1, 2009 shall be used to compute any accrued benefit due and owing to any Participant on and after March 1, 2009;

     (c) no Motorola Incentive Plan payments made to a Participant on and after March 1, 2009 shall be used to compute any accrued benefit due and owning to any Participant on and after March 1, 2009; and

     (d) no service performed on and after March 1, 2009, shall be considered service for any purpose other than vesting under the Plan;

provided, however, that such Participants shall continue to earn vesting credit after March 1, 2009 towards his or her accrued benefit under the Plan, to the extent otherwise provided in the Plan.”

     2. By adding the following new paragraph (d) immediately following paragraph (c) of Section 1.15 of the EOSRP as a part thereof:

“(d) Notwithstanding any other provision of the Plan to the contrary, no Hours of Service performed by a Participant on and after March 1, 2009 shall count towards service for any purpose other than vesting under the Plan.”

     3. By adding the following new sentence immediately at the end of Section 1.29 of the EOSRP as a part thereof:

“Notwithstanding any other provision of the Plan to the contrary, no compensation earned on and after March 1, 2009 shall be considered Salary for any purpose under the Plan.”

     4. By adding the following new paragraph immediately at the end of Section 4 of the Plan as a part thereof:

“Notwithstanding any other provision of the Plan to the contrary, service performed on and after March 1, 2009 shall continue to be considered service for vesting purposes under the Plan.”

     IN WITNESS WHEREOF, the following officer has been designated the authority to execute this First Amendment and hereby affixes his signature as of this 15^th day of December 2008.

MOTOROLA, INC.
 

/s/ Greg A. Lee  

Greg A. Lee 

Senior Vice President, Human Resources 

2

EX-10.2

Exhibit 10.2

FIRST AMENDMENT
TO THE MOTOROLA SUPPLEMENTAL PENSION PLAN
(As Amended and Restated Generally Effective As Of January 1, 2008)

MSPP Freeze as of March 1, 2009

     WHEREAS, Motorola, Inc. (the “Company”) maintains the Motorola Supplemental Pension Plan (the “MSPP”) for the benefit of certain employees who participate in the Motorola Pension Plan whose accrued benefits under the Motorola Pension Plan are reduced by Internal Revenue Code limitations or the employee’s participation in the Motorola Management Deferred Compensation Plan;

     WHEREAS, Section 6.1 of the MSPP provides that the Board of Directors of Motorola, Inc. (the “Board”) may amend the MSPP from time to time; and

     WHEREAS, the Board deems it appropriate to freeze the MSPP, including the freeze of participation, compensation and future benefit accruals, effective as of March 1, 2009.

     NOW THEREFORE, the MSPP is hereby amended, effective as of March 1, 2009 (unless otherwise specified below), in the following particulars:

     1. By adding immediately preceding Section 1 of the MSPP, the following new Section 1A as a part thereof:

“SECTION 1A
FREEZE OF THE PLAN EFFECTIVE MARCH 1, 2009

     1A.1 Plan Freeze. Notwithstanding any other provision of this document to the contrary, the Plan is frozen effective as of March 1, 2009, and

     (a) no Participant shall accrue any benefit or additional benefit on and after March 1, 2009;

     (b) no compensation increases earned by a Participant on and after March 1, 2009 shall be used to compute any accrued benefit due and owing to any Participant on and after March 1, 2009; and

     (c) no service performed on and after March 1, 2009, shall be considered service for any purpose under the Plan.”

     2. By adding the following new sentence immediately at the end of Section 1.11 of the MSPP as a part thereof:

“Notwithstanding any other provision of the Plan to the contrary, no person may attain an Initial Eligibility Date after January 1, 2009.”

     3. By adding the following new sentence immediately at the end of Section 1.12 of the MSPP as a part thereof:

“Notwithstanding any other provision of the Plan to the contrary, no person shall become a Participant in the Plan after January 1, 2009.”

     4. By adding the following new paragraph immediately at the end of Section 2.2 of the MSPP as a part thereof:

“Notwithstanding any other provision of the Plan to the contrary, no person shall become a Participant in the Plan after January 1, 2009.”

     IN WITNESS WHEREOF, the following officer has been designated the authority to execute this First Amendment and hereby affixes his signature as of this 15^th day of December 2008.

MOTOROLA, INC.
 

/S/ Greg A. Lee  

Greg A. Lee 

Senior Vice President, Human Resources 

2

EX-10.3

Exhibit 10.3

FIRST AMENDMENT
TO THE MOTOROLA PENSION PLAN
(As Amended and Restated Generally Effective January 1, 2008)

Pension Plan Freeze as of March 1, 2009

     WHEREAS, Motorola, Inc. (the “Company”) maintains the Motorola Pension Plan (the “Plan”) for the benefit of its eligible employees;

     WHEREAS, Section 12.1 of the Plan provides that the Board of Directors of Motorola, Inc. (the “Board”) may alter, amend or modify the Plan from time to time; and

     WHEREAS, the Board deems it appropriate to freeze the Plan, including the freeze of compensation and future benefit accruals effective as of March 1, 2009.

     NOW THEREFORE, the Motorola Pension Plan is hereby amended, effective as of March 1, 2009, in the following particulars:

     1. By adding immediately preceding Article 1 of the Plan, the following new Article 1A as a part thereof:

“ARTICLE 1A
FREEZE OF THE PENSION PLAN EFFECTIVE MARCH 1, 2009

     1A.1 Plan Freeze. Notwithstanding any other provision of this document to the contrary, the Motorola Pension Plan (As Amended and Restated Generally Effective January 1, 2008) (the “Plan”) is frozen effective as of March 1, 2009, and

     (a) no Participant shall accrue any benefit or additional benefit on and after March 1, 2009;

     (b) no compensation increases earned by a Participant on and after March 1, 2009 shall be used to compute any accrued benefit due and owing to any Participant on and after March 1, 2009; and

     (c) no Period of Service performed on and after March 1, 2009, shall be considered service for any purpose other than vesting under the Plan;

provided however, that such Participants shall continue to earn vesting credit after March 1, 2009 towards his or her accrued benefit under the Plan, to the extent otherwise provided in the Plan.”

     2. By adding the following new paragraph immediately at the end of Section 2.20 of the Plan as a part thereof:

“Notwithstanding any other provision of the Plan to the contrary, no compensation earned on and after March 1, 2009 shall be considered Earnings for any purposes under the Plan.”

     3. By adding the following new sentence immediately at the end of Section 2.53 of the Plan as a part thereof:

“Notwithstanding any other provision of the Plan to the contrary, no Period of Service performed on and after March 1, 2009 shall be considered service for any purpose other than vesting under the Plan.”

     4. By adding the following new sentence immediately at the end of Section 2.68 of the Plan as a part thereof:

“Notwithstanding any other provision of the Plan to the contrary, the Salary Scale shall be frozen as of March 1, 2009 and shall not be further adjusted thereafter.”

     5. By adding the following new sentence immediately at the end of Section 4.1 of the Plan as a part thereof:

“Notwithstanding any other provision of the Plan to the contrary, Periods of Service performed on and after March 1, 2009 shall continue to be considered service for vesting purposes under the Plan.”

     6. By adding the following new paragraph (g) immediately following paragraph (f) of Section 4.2 of the Plan as a part thereof:

“(g) March 1, 2009 Freezing of Benefits Under the Plan. Notwithstanding any other provision of the Plan to the contrary but subject to Section 4.1, no Period of Service performed on and after March 1, 2009 shall be considered service for any purpose other than vesting under the Plan.”

     IN WITNESS WHEREOF, the following officer has been designated the authority to execute this First Amendment and hereby affixes his signature as of this 15^th day of December 2008.

MOTOROLA, INC.
 

/s/ Greg A. Lee  

Greg A. Lee 

Senior Vice President, Human Resources 

2

EX-10.4

Exhibit 10.4

FIRST AMENDMENT
TO THE MOTOROLA 401(k) PLAN
(As Amended and Restated Effective January 1, 2006)

401(k) Plan Matching Contribution Suspension as of January 1, 2009

     WHEREAS, Motorola, Inc. (the “Company”) maintains the Motorola 401(k) Plan (the “Plan”) for the benefit of its eligible employees;

     WHEREAS, Section 12.2 of the Plan provides that the Board of Directors of Motorola, Inc. (the “Board”) may alter, amend or modify the Plan from time to time; and

     WHEREAS, effective January 1, 2009, the Board deems it appropriate to suspend making Matching Contributions to Plan participants under Section 3.2 of the Plan until subsequent Board action in the future re-activates contributions, if any, made by the Company to the Plan.

     NOW THEREFORE, the Motorola 401(k) Plan is hereby amended effective as of January 1, 2009, in the following particulars:

     1. By deleting paragraph (a) of Section 1.15 of the Plan and substituting the following new paragraph (a) as a part thereof:

“(a) Matching Contributions made by the Company to the Trust Fund in accordance with Section 3.2 of the Plan prior to January 1, 2009; and”

     2. By deleting Section 1.50 of the Plan and substituting the following new Section 1.50 as a part thereof:

“1.50 “Matching Contribution” means the contribution of the Company to the Trust Fund made in accordance with the provisions of Section 3.2 of the Plan prior to January 1, 2009.”

     3. By adding the following new sentence immediately at the beginning of Section 3.2 of the Plan as a part thereof:

“Notwithstanding any other provision of the Plan to the contrary, Matching Contributions are suspended under this Section 3.2 of the Plan effective January 1, 2009; no Matching Contributions shall be made under the Plan on and after January 1, 2009, with the exception of any contributions required to be made by the Company which are classified as Matching Contributions under the Plan but solely if such contributions relate to either (1) deposits of Company contributions which pertain to a Plan Year prior to January 1, 2009, or (2) are required to be contributed on and after January 1, 2009 under any applicable federal or state law.”

     IN WITNESS WHEREOF, the following officer has been designated the authority to execute this First Amendment and hereby affixes his signature as of this 15^th day of December 2008.

MOTOROLA, INC.
 

/s/ Greg A. Lee  

Greg A. Lee 

Senior Vice President, Human Resources 

EX-99.1

Exhibit 99.1

Motorola Announces Cost Reduction Actions

- Company revises employee compensation and benefit programs

- Co-CEOs voluntarily reduce 2009 base compensation by 25 percent

SCHAUMBURG, Ill. – 17 December 2008 – Motorola, Inc. (NYSE: MOT) today announced additional actions to further reduce costs amid continuing global economic challenges. These measures include changes to employee compensation and benefit programs as well as changes to executive compensation.

As part of the overall cost reduction program, Motorola is revising its employee compensation and benefit programs across the company. Effective March 1, 2009, to better align with industry norms, Motorola will permanently freeze its U.S. pension plans, preserving vested benefits accrued by employees and retirees but eliminating future benefit accruals. Motorola intends to continue to provide funding to meet its pension obligations to present and future retirees.

Effective January 1, 2009, Motorola also will temporarily suspend all company matching contributions to the Motorola 401(k) Plan. U.S. employees may continue to contribute to the 401(k) plan but will not receive matching contributions from Motorola.

The company also announced today that employees in many of the markets in which it operates will not receive a salary increase in 2009. In addition, Motorola co-chief executive officers, Greg Brown and Sanjay Jha will voluntarily take a 25 percent decrease in base salary in 2009.

Greg Brown will voluntarily forgo any 2008 cash bonus earned under the Motorola incentive plan. Sanjay Jha’s employment contract provides for a guaranteed cash bonus for 2008. His bonus will also be voluntarily reduced by an amount equal to Greg Brown’s forfeited bonus and the remainder will be taken in the form of restricted stock units.

These actions are expected to lead to cost savings in addition to the $800 million that was previously announced on October 30, 2008.

“The sustained downturn in the global economy requires that we take these difficult but necessary steps,” said Greg Brown and Sanjay Jha, co-chief executive officers of Motorola. “While serving our customers remains a top priority, we are equally focused on our cost structure, and we will continue to implement appropriate measures to conserve cash and reduce expenses.”

Business Risks

This press release contains “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking

statements include, but are not limited to statements about: future plans for its benefit plans and cost savings from cost reduction actions. Motorola cautions the reader that the risk factors below, as well as those on pages 18 through 27 in Item 1A of Motorola’s 2007 Annual Report on Form 10-K and in its other SEC filings, could cause Motorola’s actual results to differ materially from those estimated or predicted in the forward-looking statements. Factors that may impact forward-looking statements include, but are not limited to: (1) negative consequences from the Company’s ongoing restructuring and cost-reduction activities, including as a result of significant restructuring at the Mobile Devices business; (2) unexpected liabilities or expenses, including unfavorable outcomes to any pending or future litigation or regulatory or similar proceedings; and (3) laws or regulations impacting the Company’s ability to take all of the cost saving actions described above. Motorola undertakes no obligation to publicly update any forward-looking statement or risk factor, whether as a result of new information, future events or otherwise.

About Motorola

Motorola is known around the world for innovation in communications. The company develops technologies, products and services that make mobile experiences possible. Our portfolio includes communications infrastructure, enterprise mobility solutions, digital set-tops, cable modems, mobile devices and Bluetooth accessories. Motorola is committed to delivering next generation communication solutions to people, businesses and governments. A Fortune 100 company with global presence and impact, Motorola had sales of US $36.6 billion in 2007. For more information about our company, our people and our innovations, please visit www.motorola.com.

# # #

Media Contact:
Jennifer Erickson
Motorola, Inc.
+1 847-435-5320
jennifer.erickson@motorola.com

Investor Contact:
Dean Lindroth
Motorola, Inc.
+1 847-576-6899
dean.lindroth@motorola.com