Motorola, Inc. Board of Directors Non-Employee Compensation Policy (Effective 2008)
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Summary
This document outlines the compensation policy for non-employee members of the Motorola, Inc. Board of Directors, effective as of 2008. It specifies annual retainers, additional fees for committee chairs and members, and an annual equity award in the form of deferred stock units. Directors may choose to defer part of their compensation into stock units, which are paid out as shares upon leaving the Board. The policy also details how compensation is paid and how equity awards are calculated for new directors.
EX-10.60 4 c47113exv10w60.htm EX-10.60 EX-10.60
Exhibit 10.60
MOTOROLA, INC.
BOARD OF DIRECTORS
Non-Employee Chairman of the Board | $ | 280,000 | Effective 5/5/08 | |||
(Compensation in addition to Director | (adopted 7/29/08) | |||||
Retainer & Equity Award Grant) | ||||||
Annual Retainer | $ | 100,000 | Effective 1/1/06 | |||
Audit and Legal Committee Chair | $ | 20,000 | Effective 1/1/08 | |||
Compensation/Leadership Chair | $ | 15,000 | Effective 1/1/06 | |||
Other Committee Chairs | $ | 10,000 | Effective 1/1/06 | |||
Members of Audit and Legal Committee (except Chair) | $ | 5,000 | Effective 1/1/06 |
Directors
A director may elect to defer the above retainers in 5% increments in the form of deferred stock units (e.g. 65% cash/35% deferred stock units). The deferred stock units will be paid in the form of shares of common stock upon termination in service from the Motorola Board of Directors. Dividend equivalents will be reinvested in additional deferred stock units. The deferred stock unit portion of the compensation will be calculated at the end of each quarter and directors will be notified of the amounts. Cash compensation will be paid at the beginning of each quarter.
Equity: An annual grant of deferred stock units to be made in the second quarter of the fiscal year, with a value of $120,000.
For a director who becomes a member of the Board of Directors after the Annual Equity Award is granted, the award will be pro-rated based on the number of months served ($10,000 per month) divided by the closing price of Motorola stock on the day of election to the Board.
