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                                                                   Exhibit 10.12

                                MOTOROLA, INC.
                      NON-EMPLOYEE DIRECTORS' STOCK PLAN
                          as amended August 15, 1996


1.  Purpose

The purpose of the Motorola, Inc. Non-Employee Directors' Stock Plan (the
"Plan") is to advance the interests of Motorola, Inc. (the "Company") and its
stockholders by enabling members of the Board of Directors of the Company (the
"Board") who are not employees of the Company or any of its Subsidiaries to
receive shares of the Company's common stock, par value $3 per share, ("Common
Stock"), which Common Stock may be either authorized but unissued or treasury
shares, in lieu of all or a portion of the compensation they receive for
membership on the Board and committees thereof.

2.  Administration

The plan shall be administered by the Compensation Committee of the Board (the
"Committee"). The Committee shall, subject to the provisions of the Plan, have
the power to construe thereunder and to adopt and amend such rules and
regulations for the administration of the Plan as it may deem desirable. Any
decisions of the Committee in the administration of the Plan, as described
herein, shall be final and conclusive. The Committee may authorize any one or
more of its members or the secretary of the Committee or any officer, appointed
vice president or employee of the Company to execute and deliver documents on
behalf of the Committee. No member of the Committee shall be liable for anything
done or omitted to be done by him or her or by any other member of the Committee
in connection with the Plan, except for his or her own willful misconduct or as
expressly provided by statute.

3.  Participation

Each member of the Board who is not a regular employee of the Company or any of
its Subsidiaries (a "Non-Employee Director") shall be eligible to participate in
the Plan. As used herein, the term "Subsidiary" means any partnership,
corporation, association, limited liability company, joint stock company, trust,
joint venture, unincorporated organization or other business entity of which (i)
if a corporation, a majority of the total voting power of shares of stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or of
the other Subsidiaries of the Company or a combination thereof, or (ii) if a
partnership, association, limited liability company, joint stock company, 
trust, joint venture, unincorporated organization or other business entity, a
majority of the partnership or other similar ownership interest thereof is at
the time owned or controlled, directly or indirectly, by the Company or one or
more Subsidiaries of the Company or a combination thereof. For purposes hereof,
the Company or a Subsidiary shall be deemed to have a majority ownership
interest in a
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partnership, association, limited liability company, joint stock company, trust,
joint venture, unincorporated organization or other business entity if the
Company or such Subsidiary shall be allocated a majority of partnership,
association, limited liability company, joint stock company, trust, joint
venture, unincorporated organization or other business entity gains or losses or
shall be or control the managing director, the trustee, a manager or a general
partner of such partnership, association, limited lability company, joint stock
company, trust, joint venture, unincorporated organization or other business
entity.

4.  Election to Receive Common Stock in Lieu of Cash Compensation

A Non-Employee Director may elect to reduce all or part of the cash compensation
otherwise payable for services to be rendered by him or her as a director
(including the annual retainer fee and any fees payable for services on the
Board or any committee thereof) and to receive in lieu thereof shares of Common
Stock. Any such election (a) shall be in writing, (b) shall specify an amount of
such compensation to be received in the form of Common Stock, expressed as a
percentage of the compensation otherwise payable in cash, as an amount in
dollars of compensation otherwise payable in cash or as a type of fee (e.g.,
retainer fee) otherwise payable in cash, and (c) shall become effective on the
date of receipt by the Company. Any such election shall continue in effect until
a written election to revoke or change such election is received by the Company.

5.  Issuance of Common Stock

If a Non-Employee Director elects pursuant to Paragraph 4 above to receive
Common Stock, there shall be issued to such director promptly after the end of
each calendar quarter with respect to which such election applies a number of
shares of Common Stock equal to the amount of such compensation divided by the
average of the high and low prices per share of Common Stock reported for the
New York Stock Exchange - Composite Transactions on the last business day of the
calendar quarter for which the compensation would have been paid in cash in the
absence of such election; provided, however, if the New York Stock Exchange is
not open for trading on such business day or if Common Stock does not trade on
such business day, the average of the high and low prices for the last day of
such calendar quarter on which Common Stock did so trade shall be used. To the
extent that the application of the foregoing formula would result in fractional
shares of Common Stock being issuable, cash will be paid to the Non-Employee
Director in lieu of such fractional shares based upon the value established
pursuant to such formula.

6.  Number of Shares of Common Stock Issuable Under the Plan

The maximum number of shares of Common Stock that may be purchased under the
Plan shall be 100,000; provided, however, that if the Company shall at any time
increase or decrease the number of its outstanding shares of Common Stock or
change in any way the rights and privileges of such shares by means of a payment
of a stock dividend or any other distribution upon such shares payable in Common
Stock, or through a stock split, reverse stock split, subdivision,
consolidation,
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combination, reclassification or recapitalization involving Common Stock, then
the numbers, rights and privileges of the shares issuable under the Plan shall
be increased, decreased or changed in like manner.

7.  Miscellaneous Provisions

(a)  Neither the Plan nor any action taken hereunder shall be construed as
giving any Non-Employee Director any right to be retained in the service of the
Company.

(b)  A participant's rights and interest under the Plan may not be assigned or
transferred, hypothecated or encumbered in whole or in part either directly or
by operation of law or otherwise (except in the event of a participant's death,
by will or the laws of descent and distribution), including, but not by way of
limitation, execution, levy, garnishment, attachment, pledge, bankruptcy or in
any other manner, and no such right or interest of any participant in the Plan
shall be subject to any obligation or liability of such participant.

(c)  No shares of Common Stock shall be issued hereunder unless counsel for the
Company shall be satisfied that such issuance will be in compliance with
applicable federal, state, local and foreign securities, securities exchange and
other applicable laws and requirements.

(d)  It shall be a condition to the obligation of the Company to issue shares of
Common Stock hereunder, that the participant pay to the Company, upon its
demand, such amount as may be requested by the Company for the purpose of
satisfying any liability to withhold federal, state, local or foreign income or
other taxes.  If the amount requested is not paid, the Company shall have no
obligation to issue, and the participant shall have no right to receive, shares
of Common Stock.

(e)  The expenses of the Plan shall be borne by the Company.

(f)  The Plan shall be unfunded.  The Company shall not be required to establish
any special or separate fund or to make any other segregation of assets to
assure the issuance of shares hereunder.

(g)  By accepting any Common Stock hereunder or other benefit under the Plan,
each participant and each person claiming under or through him or her shall be
conclusively deemed to have indicated his or her acceptance and ratification of,
and consent to, any action taken under the Plan by the Company or the Committee.

(h)  The appropriate officers of the Company shall cause to be filed any
registration statement required by the Securities Act of 1933, as amended, and
any reports, returns or other information regarding any shares of Common Stock
issued pursuant hereto as may be required by Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any other
applicable statute, rule or regulation.

(i)  The provisions of this Plan shall be governed by and construed in
accordance with 
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the laws of the State of Delaware.

(j)  Pending issuance of shares of Common Stock hereunder, all compensation
earned by a Non-Employee Director with respect to which an election to receive
Common Stock pursuant to Paragraph 4 above has been made shall be the property
of such director and shall be paid to him or her in cash in the event that
shares of Common Stock are not used.

(k)  Headings are given to the sections of this Plan solely as a convenience to
facilitate reference.  Such headings, numbering and paragraphing shall not in
any case be deemed in any way material or relevant to the construction of this
Plan or any provisions thereof.  The use of the singular shall also include
within its meaning the plural, where appropriate, and vice versa.

8.  Amendment

The Plan may be amended at any time and from time to time by resolution of the
Board as the Board shall deem advisable; provided, however, that no amendment
shall become effective without stockholder approval if such stockholder approval
is required by law, rule or regulation, and provided further, to the extent
required by Rule 16b-3 under Section 16 of the Exchange Act, in effect from time
to time, Plan provisions shall not be amended more than once every six months,
except that the foregoing shall not preclude any amendment to comport with
changes in the Internal Revenue Code of 1986, the Employee Retirement Income
Security Act of 1974 or the rules thereunder in effect from time to time.  No
amendment of the Plan shall materially and adversely affect any right of any
participant with respect to any shares of Common Stock theretofore issued
without such participant's written consent.

9.  Termination

This Plan shall terminate upon the earlier of the following dates or events to
occur:  (a) upon the adoption of a resolution of the Board terminating the Plan;
or (b) ten years from the date the Plan is initially approved and adopted by the
stockholders of the Company in accordance with Paragraph 10 below. No
termination of the Plan shall materially and adversely affect any of the rights
or obligations of any person without his or her consent with respect to any
shares of Common Stock theretofore earned and issuable under the Plan.

10.  Stockholder Approval and Adoption

The Plan shall be submitted to the stockholders of the Company for their
approval and adoption at the meeting of stockholders of the Company to be held
on May 2, 1995.  The Plan shall not be effective unless and until the Plan has
been so approved and adopted.  The stockholders shall be deemed to have approved
and adopted the Plan only if it is approved and adopted at a meeting of the
stockholders duly held on that date (or any adjournment of said meeting
occurring subsequent to such date) by vote taken in the manner required by the
laws of the State of Delaware.
