Motorola details rich diet of stock awards to co-CEO Brown

Motorola filed an update to its employment agreement drawn up in February with co-chief executive Gregory Brown that included information about his stock-based incentive. The size and complexity of the equity awards rival the multiple cash bonus awards we previously wrote about.

The multiple stock awards, which were apparently granted July 31 and vest over the next three years, include:

  • Restricted stock units “corresponding” to 583,123 shares of Motorola common stock ;
  • An option to purchase 2,320,652 shares of Motorola common stock, also vesting over three years;
  • Stock appreciation rights on 564,064 shares of Motorola common stock,

Motorola hopes to spin-off into two separate companies sometime during the next two years. We wrote earlier this month about the can’t-lose deal offered to Sanjay Jha, former chief operating officer at Qualcomm who was named co-CEO and head of Motorola’s mobile devices division.

Brown (pictured), who leads all of Motorola’s other businesses, will get additional stock in the event that the mobile division is spun-off into a separate public company. His holdings of original Motorola stock will be adjusted accordingly — i.e., increased to reflect the value of the business unit spun-off. He’ll also be given another option grant valued at $3.3 million and a restricted stock grant valued at $1.7 million.

However, the strings on these awards are designed to keep Brown around for at least three years after they are granted, which will be when the mobile division is spun-off into a separate public company having a market value of at least $2 billion. Both awards will vest over three years from the day of grant or when the average closing price of Motorola stock over a fifteen day trading period is 10 percent greater than the average closing price of Motorola common stock over the fifteen day trading period immediately following the day the mobile division’s public offering, whichever is later.


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