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| MOT > SEC Filings for MOT > Form 8-K on 23-Mar-2009 | All Recent SEC Filings |
23-Mar-2009
Change in Directors or Principal Officers, Financial Statements and Exhibits
The 2009 LRIP, which replaces the Motorola Long Range Incentive Plan of 2006 for
cycles beginning on January 1, 2009, is based on successive multi-year
performance periods. The first cycle, which covers a three-year performance
period, commenced January 1, 2009. The 2009 LRIP is being implemented pursuant
to the terms and conditions of the Motorola Omnibus Incentive Plan of 2006, as
amended or its successor (the "Omnibus Plan").
As recommended by the Co-Chief Executive Officers and approved by the
Committee, Corporate, Senior and Executive Vice Presidents of Motorola may
participate in the 2009 LRIP. The Co-Chief Executive Officers are also eligible
to participate as approved by the Committee.
A participant's target award is established at the commencement of a
performance period based on a percentage of the participant's base pay in effect
at that time. A participant's maximum earned award will be two times his or her
target award. The award earned will be based on the achievement of stated
performance goals determined by the Committee based on one or more of the
performance measures set forth in Section 14 of the Omnibus Plan. Performance
measures may apply to performance in each year in the performance cycle, to
cumulative performance during the entire performance cycle, or a combination of
both. The Committee has determined that the performance measure for the 2009 -
2011 performance cycle is Relative Total Shareholder Return.
Awards will be calculated after the close of each performance cycle on which
the awards are based. All earned awards will be paid in cash or shares of
Motorola common stock, as determined by the Committee, as soon as
administratively practicable in the calendar year immediately following the last
calendar year of a performance cycle, unless a participant makes an irrevocable
election under a deferred compensation arrangement that provides for payment at
a different time. The Motorola shares will be issued under the Omnibus Plan, or
such other shareholder approved Motorola equity-based incentive plan as
designated by the Committee.
The Committee has the authority to administer, construe and make all
determinations necessary or appropriate to the administration of the 2009 LRIP.
The preceding summary of the 2009 LRIP and the performance measure for the
2009-2011 performance cycle are qualified in their entirety by reference to the
full text of the plan and the description of Relative Total Shareholder Return,
which are filed with this report as Exhibits 10.3 and 10.4, respectively, and
are incorporated herein.
Item 8.01 Other Events
On February 24, 2009, the Board approved an amendment, subject to stockholder
approval, to Section 6 of the Omnibus Plan, to permit a one time option exchange
program provided that such stock option exchange is implemented within 12 months
of the date of stockholder approval of the amendment. Stockholders will consider
this amendment at the May 4, 2009 annual meeting of Motorola stockholders.
On March 19, 2009, the Board approved an amendment to Section 16 of the
Omnibus Plan to clarify that the Omnibus Plan prohibits any type of repricing of
equity awards without the approval of the stockholders of Motorola.
The preceding summary of the amendments to the Omnibus Plan are qualified in
their entirety by reference to the full text of the plan which is filed with
this report as Exhibit 10.5 and is incorporated herein.
10.1 2009 Motorola Incentive Plan
10.2 2009 Performance Measures under the 2009 Motorola Incentive Plan
10.3 Motorola Long Range Incentive Plan (LRIP) of 2009
10.4 2009 Performance Measures under the Motorola Long Range Incentive Plan
(LRIP) of 2009
10.5 Motorola Omnibus Incentive Plan of 2006 (as amended through March 19, 2009,
subject to stockholder approval as indicated)
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