MOTOROLA INC
FORM OF MOTOROLA, INC. AWARD DOCUMENT
<DOCUMENT>
<TYPE>EX-10.21(B)
<SEQUENCE>8
<FILENAME>c61260ex10-21b.txt
<DESCRIPTION>FORM OF MOTOROLA, INC. AWARD DOCUMENT
<TEXT>

<PAGE>   1
                                  Exhibit 10.21(b) to Motorola, Inc.'s Form 10-K
                                            for the year ended December 31, 2000




                                     FORM OF
                                 MOTOROLA, INC.
                                 AWARD DOCUMENT
       Terms and Conditions Related to Employee Nonqualified Stock Options

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Recipient:                             Date of Expiration:
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Commerce ID#:                          Number of Options:
               --------------------                         ------------------
Date of Grant:                         Exercise Price:
               --------------------                         ------------------

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Motorola, Inc. ("Motorola") is pleased to grant you options to purchase shares
of Motorola's common stock under the Motorola Omnibus Incentive Plan of 2000
(the "Plan"). The number of options ("Options") awarded to you and the Exercise
Price per Option, which is the Fair Market Value on the Date of Grant, are
stated above. Each Option entitles you to purchase one share of Motorola's
common stock on the terms described below and in the Plan.

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VESTING AND EXERCISABILITY

You cannot exercise the Options until they have vested.

Regular Vesting - The Options will vest in accordance with the following
schedule (subject to the other terms hereof):

<TABLE>
<CAPTION>
         Percent                 Date
         -------                 ----
<S>                        <C>
           25%             _____  ____, 200__
           25%             _____  ____, 200__
           25%             _____  ____, 200__
           25%             _____  ____, 200__
</TABLE>

Special Vesting - You may be subject to the Special Vesting Dates described
below if your employment or service with Motorola or a Subsidiary (as defined
below) terminates.

Exercisability - You may exercise Options at any time after they vest and before
they expire as described below.

EXPIRATION

All Options expire on the earlier of (1) the tenth anniversary of the Date of
Grant as stated above or (2) any of the Special Expiration Dates described
below. Once an Option expires, you no longer have the right to exercise it.

SPECIAL VESTING DATES AND SPECIAL EXPIRATION DATES

There are events that cause your Options to vest sooner than the schedule
discussed above or to expire sooner than the tenth anniversary of the Date of
Grant. Those events are as follows:

Retirement - If your employment or service with Motorola or a Subsidiary is
ended because of your Retirement, Options that were granted at least one year
prior to your Retirement that are not vested will automatically become fully
vested upon your Retirement. Any remaining unvested Options will be forfeited.
All your vested Options will then expire on the earlier of the third anniversary
of ending your employment or service because of your Retirement or the Date of
Expiration stated above. Retirement means your retirement from Motorola or a
Subsidiary as follows:

         (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.

Disability - If your employment or service with Motorola or a Subsidiary is
terminated because of your Total and Permanent Disability (as defined



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below), Options that are not vested will automatically become fully vested upon
your termination of employment or service. All your Options will then expire on
the earlier of the third anniversary of your termination of employment or
service because of your Total and Permanent Disability or the Date of Expiration
stated above. Until that time, the Options will be exercisable by you or your
guardian or legal representative.

Death - If your employment or service with Motorola or a Subsidiary is
terminated because of your death, Options that are not vested will automatically
become fully vested upon your death. All your Options will then expire on the
earlier of the third anniversary of your death or the Date of Expiration stated
above. Until that time, with written proof of death and inheritance, the Options
will be exercisable by your legal representative, legatees or distributees.

Change In Control - If there is a Change In Control of Motorola (as defined in
the Plan), all the unvested Options will automatically become fully vested as
described in the Plan. If Motorola or a Subsidiary terminates your employment or
service other than for Serious Misconduct within two years of consummation of a
Change In Control, all of your vested Options will be exercisable until the Date
of Expiration.

Termination of Employment or Service Because of Serious Misconduct - If Motorola
or a Subsidiary terminates your employment or service because of Serious
Misconduct (as defined below) all of your Options (vested and unvested) expire
upon your termination.

Change in Employment in Connection with a Divestiture - If you accept employment
with another company in direct connection with the sale, lease, outsourcing
arrangement or any other type of asset transfer or transfers of any portion of a
facility or any portion of a discrete organizational unit of Motorola or a
Subsidiary (a "Divestiture"), all of your unvested Options will automatically
expire upon termination in direct connection with a Divestiture and your vested
Options will expire 12 months after such Divestiture or such shorter period
remaining until expiration as set forth above.

Termination of Employment or Service by Motorola or a Subsidiary Other than for
Serious Misconduct or a Divestiture- If Motorola or a Subsidiary on its
initiative, terminates your employment or service other than for Serious
Misconduct or a Divestiture, all of your unvested Options will automatically
expire upon termination and your vested Options will expire twelve months after
your termination of employment or such shorter period remaining until expiration
as set forth above.

Termination of Employment or Service for any Other Reason than Described Above -
If your employment or service with Motorola or a Subsidiary terminates for any
reason other than that described above, including voluntary resignation of your
employment or service, all of your Options (vested and unvested) will
automatically expire on the date of termination.

LEAVE OF ABSENCE/TEMPORARY LAYOFF

If you take a Leave of Absence from Motorola or a Subsidiary that your employer
has approved in writing in accordance with your employer's Leave of Absence
Policy and which does not constitute a termination of employment as determined
by Motorola, or you are placed on Temporary Layoff (as defined below) by
Motorola or a Subsidiary the following will apply:

Vesting of Options - Options will continue to vest in accordance with the
vesting schedule set forth above.

Exercising Options - You may exercise Options that are vested or that vest
during the leave of absence or layoff.

Effect of Termination of Employment or Service - If your employment or service
is terminated during the Leave of Absence or Temporary Layoff, the treatment of
your Options will be determined as described under "Special Vesting Dates and
Special Expiration Dates" above.

OTHER TERMS

Method of Exercising - You must follow the procedures for exercising options
established by Motorola from time to time. At the time of exercise, you must pay
the Exercise Price for all of the Options being exercised and any taxes that are
required to be withheld by Motorola or a Subsidiary in connection with the
exercise. Options may not be exercised for less than 50 shares unless the number
of shares represented by the Option is less than 50 shares, in which case the
Option must be exercised for the remaining amount.

Transferability - Unless the Committee provides, Options are not transferable
other than by will or the laws of descent and distribution.



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Tax Withholding - Motorola or a Subsidiary is entitled to withhold an amount
equal to the required minimum statutory withholding taxes for the respective tax
jurisdictions attributable to any share of common stock deliverable in
connection with the exercise of the Options. Employee may satisfy any
withholding obligation in whole or in part by electing to have Motorola retain
Option shares having a Fair Market Value on the date of exercise equal to the
minimum amount required to be withheld.

DEFINITION OF TERMS

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

"Fair Market Value" is the closing price for a share of Motorola common stock on
the last trading day before the grant. The official source for the closing price
is the New York Stock Exchange Composite Transaction as reported in the Wall
Street Journal, Midwest edition.

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

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

"Total and Permanent Disability" means for (x) U.S. employees, entitlement to
long-term disability benefits under the Motorola Disability Income Plan, as
amended and any successor plan and (y) non-U.S. employees, as established by
applicable Motorola policy or as required by local regulations.

"Temporary Layoff" means a layoff or redundancy that is communicated as being
for a period of up to twelve months and as including a right to recall under
defined circumstances.

CONSENT TO TRANSFER PERSONAL DATA

By accepting this award, you voluntarily acknowledge and consent to the
collection, use, processing and transfer of personal data as described in this
paragraph. You are not obliged to consent to such collection, use, processing
and transfer of personal data. However, failure to provide the consent may
affect your ability to participate in the Plan. Motorola, its Subsidiaries and
your employer hold certain personal information about you, that may include your
name, home address and telephone number, date of birth, social security number
or other employee identification number, salary, nationality, job title, any
shares of stock held in Motorola, or details of all options or any other
entitlement to shares of stock awarded, canceled, purchased, vested, unvested or
outstanding in your favor, for the purpose of managing and administering the
Plan ("Data"). Motorola and/or its Subsidiaries will transfer Data amongst
themselves as necessary for the purpose of implementation, administration and
management of your participation in the Plan, and Motorola and/or any of its
Subsidiaries may each further transfer Data to any third parties assisting
Motorola in the implementation, administration and management of the Plan. These
recipients may be located throughout the world, such as the United States. You
authorize them to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purposes of implementing, administering and
managing your participation in the Plan, including any requisite transfer of
such Data as may be required for the administration of the Plan and/or the
subsequent holding of shares of stock on your behalf to a broker or other third
party with whom you may elect to deposit any shares of stock acquired pursuant
to the Plan. You may, at any time, review Data, require any necessary amendments
to it or withdraw the consents herein in writing by contacting Motorola;
however, withdrawing your consent may affect your ability to participate in the
Plan.

ACKNOWLEDGEMENT OF DISCRETIONARY NATURE OF THE PLAN; NO VESTED RIGHTS

You acknowledge and agree that the Plan is discretionary in nature and limited
in duration, and may be amended, cancelled, or terminated by Motorola or a
Subsidiary, in its sole discretion, at any time. The grant of awards under the
Plan is a one-time benefit and does not create any contractual or other right to
receive an award in the future. Future grants, if any, will be at the sole
discretion of Motorola, including, but not limited to, the timing of any grant,
the amount of the award, vesting provisions, and the exercise price.

AGREEMENT FOLLOWING TERMINATION OF EMPLOYMENT

As a further condition of accepting the Options, you acknowledge and agree that
for a period of two years following your termination of employment or service,
you will not recruit, solicit or induce, or cause, allow, permit or aid others
to recruit, solicit or induce, or to communicate in support of Motorola or a
Subsidiary to terminate his/her employment with Motorola or a



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Subsidiary and/or to seek employment with your new or prospective employer, or
any other company.

You agree that upon termination of employment with Motorola or a Subsidiary, you
will immediately inform Motorola of (i) the identity of your new employer (or
the nature of any start-up business or self-employment), (ii) your new title,
and (iii) your job duties and responsibilities. You hereby authorize Motorola or
a Subsidiary to provide a copy of this Award Document to your new employer. You
further agree to provide information to Motorola or a Subsidiary as may from
time to time be requested in order to determine your compliance with the terms
hereof.

ACCEPTANCE OF TERMS AND CONDITIONS

By accepting the Options, you agree to be bound by these terms and conditions,
the Plan and any and all rules and regulations established by Motorola in
connection with awards issued under the Plan.

OTHER INFORMATION ABOUT YOUR OPTIONS AND THE PLAN

You can find other information about options and the Plan on the Motorola
website http://hr2.mot.com/stockadmin. If you do not have access to the website,
please complete the order form included with these Terms and Conditions to
receive the information.



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