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)
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1-7221
(Commission File Number)
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36-1115800
(I.R.S. Employer Identification No.) |
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1303 East Algonquin Road, Schaumburg,
Illinois
(Address of Principal Executive Offices)
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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:
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Options Vested |
$22.00 per share |
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300,000 |
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$25.00 per share |
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500,000 |
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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.
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| Exhibit Number |
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Description |
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10.40
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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 |