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 28, 2010
Motorola, Inc.
(Exact Name of Registrant as Specified in Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
1-7221 |
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36-1115800 |
(Commission File Number) |
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(IRS Employer Identification No.) |
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1303 East Algonquin Road |
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Schaumburg, Illinois |
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60196 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (847) 576-5000
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 (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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Motorola, Inc. (the Company or Motorola) previously has announced that it is targeting the first quarter of 2011 for the completion of its planned separation (the Separation) into two independent publicly traded companies. Consistent with the foregoing, on May 28, 2010, the Company and its Co-Chief Executive Officer, Greg Brown, entered into a second amendment (the Second Amendment) to Mr. Browns employment agreement dated August 27, 2008. The Second Amendment extends from January 1, 2011 to September 1, 2011, the date on which Mr. Brown has the right to terminate his employment with Motorola for Good Reason if he is not sole Chief Executive Officer of Motorola. In addition, the Second Amendment increases the value of the Motorola stock options that Mr. Brown will receive upon the occurrence of the Separation from $3,333,333 to $8,333,333 and increases the value of the Motorola restricted stock that Mr. Brown will receive upon the occurrence of the Separation from $1,666,667 to $4,166,667. The full text of the Second Amendment is included as Exhibit 10.1 hereto and is incorporated herein by reference.
SIGNATURE
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 hereunto duly authorized.
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MOTOROLA, INC. |
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(Registrant) |
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By: |
/s/ Michele A. Carlin |
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Name: |
Michele A. Carlin |
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Title: |
Senior Vice President, |
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Human Resources |
Dated: May 28, 2010 |
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Exhibit 10.1
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment (the Amendment ) to the Employment Agreement, by and between Motorola, Inc. ( Motorola or the Company ) and Gregory Q. Brown (the Executive ) dated August 27, 2008, as amended on December 15, 2008 (the Employment Agreement ), is effective as of May 28, 2010. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Employment Agreement.
1. The first WHEREAS recital of the Employment Agreement hereby is amended and restated in its entirety as set forth below:
WHEREAS , Motorola has announced a plan to create two independent publicly traded companies (the Separation Event ), one of which would own (directly or indirectly) Motorolas Mobile Devices Business ( MDB ) and one of which would own (directly or indirectly) Motorolas Enterprise Mobility Solutions and Network Business ( BMS ), it being understood that BMS does not include Motorolas Home businesses ( Home );
2. Clause (B) of Section 3(a)(i) of the Employment Agreement hereby is amended and restated in its entirety as set forth below:
(B) (1) Motorolas General Counsel, (2) Motorolas Chief Financial Officer, (3) the head of Motorolas Supply Chain, (4) the head of Motorolas Public Affairs/Communications Department and (5) the head of Motorolas Human Resources Department (clauses (1) through (5), the Dual Reporting Group ) shall report directly to the OC; provided , however , that (x) employees of BMS shall have direct line reporting relationships to the Executive or his designees (including any applicable member of the Dual Reporting Group) and (y) employees of MDB and Home shall have direct line reporting relationships to Motorolas other Co-Chief Executive Officer or his designees (including any applicable member of the Dual Reporting Group) (items (x) and (y), together, the Reporting Rules ),
3. Section 3(b)(iv)(F) of the Employment Agreement hereby is amended by replacing each reference therein to $3,333,333 with $8,333,333.
4. Section 3(b)(iv)(G) of the Employment Agreement hereby is amended by replacing each reference therein to $1,666,667 with $4,166,667.
5. Section 4(c)(vii) of the Employment Agreement hereby is amended and restated in its entirety as set forth below:
(vii) the Executive is not the sole Chief Executive Officer of Motorola on and after September 1, 2011;
6. Notwithstanding anything to the contrary contained in the Agreement, in no event shall Executive ceasing to have any title, position, authority, duties or responsibilities with respect to Home constitute Good Reason.
7. Except as expressly amended by this Amendment, all terms and conditions of the Employment Agreement remain in full force and effect and are unmodified hereby, and, without limiting the foregoing provisions of this Amendment, all references to this Agreement in the Employment Agreement shall also refer to this Amendment.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
IN WITNESS WHEREOF , the parties have executed or caused this Amendment to be executed as of the day and year first above written.
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GREGORY Q. BROWN |
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/s/ Gregory Q. Brown |
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MOTOROLA, INC. |
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/s/ Samuel C. Scott III |
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Name: |
Samuel Scott |
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Title: |
Chairman, Compensation |
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and Leadership Committee |