Motorola Mid Range Incentive Plan (MRIP) of 2003, As Amended

EXHIBIT 10.18

Motorola Mid Range Incentive Plan (MRIP) of 2003,

As Amended

ELIGIBILITY

Senior and Executive Vice Presidents and other key employees of Motorola or a subsidiary, as recommended by the CEO and approved by the Compensation and Leadership Committee of the Board of Directors (“Committee”), are eligible to participate in the Motorola Mid Range Incentive Plan (MRIP) of 2003, as Amended (the “Plan”). The Chief Operating Officer and the Chief Executive Officer are also eligible to participate as approved by the Committee.

PARTICIPATION

Generally, officers who become eligible to participate during the first quarter of a performance cycle will participate in a full two-year performance cycle. The participation of Officers who are promoted or newly hired after the first quarter of a performance cycle shall be at the discretion of the Chief Executive Officer.

OVERVIEW

Here is an overview of the Plan:

The Plan is based upon two-year performance cycles selected by the Committee with the first performance cycle beginning on January 1, 2003.

Performance measures for each cycle will be determined by the Committee based on cumulative improvement in the economic profit and cumulative sales growth during each two-year performance cycle of Motorola, Inc. Economic profit is defined as net operating profit after tax minus a capital charge.

Net operating profit after tax and sales for each year during a performance cycle shall be determined in accordance with generally accepted accounting principles but shall exclude the effect of all acquisitions with a purchase price of $250 million or more, all gains or losses on the sale of a business, any asset impairment equal to $100 million or more, and any other special items designated by the Committee.

A participant’s maximum earned award will be two times his/her target award. A participant’s target award is established at the commencement of a performance cycle based on a percentage of the participant’s base pay in effect at that time.

SITUATIONS AFFECTING THE PLAN

The prorated payout will be based on final performance results and paid as soon as administratively practicable after the end of a performance cycle.

For purposes of the Plan, “Total and Permanent Disability” and Retirement” will be defined as set forth below:

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employees, as established by applicable Motorola policy or as required by local regulations.

(i) Retiring at or after age 55 with 20 years of service;

(ii) Retiring at or after age 60 with 10 years of service;

(iii) Retiring at or after age 65, without regard to years of service;

(iv) Retiring with any other combination of age and service, at the discretion of the Committee.

Years of service will be based on the participant’s Service Club Date.

If Motorola undergoes a Change of Control as defined in the Omnibus Incentive Plan of 2002 (“Omnibus Plan”):

DEFINITION OF TERMS

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

“Serious Misconduct” means any misconduct identified as a ground for termination in the Motorola Code of Business Conduct, or human resources policies, or other written policies or procedures.

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

RESERVATION AND RETENTION OF COMPANY RIGHTS

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GOVERNANCE

It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan, all of which will be binding upon the participant.

AMENDMENT, MODIFICATION, and TERMINATION

The Committee may amend, modify, or terminate the Plan and the terms applicable to any performance cycle at any time.

MISCELLANEOUS PROVISIONS

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