Motorola Mobility Holdings, Inc Sample Contracts

RESTRICTED STOCK UNIT SUBSTITUTE AWARD AGREEMENT
Restricted Stock Unit Substitute Award Agreement • February 18th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment

This Restricted Stock Unit Award (“Award”) was awarded on «Grant_date» (“Date of Grant”), by Motorola, Inc. to «First_Name» «Last_Name» (the “Grantee”).

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FORM OF TRANSITION SERVICES AGREEMENT – MOTOROLA SOLUTIONS PROVIDED SERVICES
Transition Services Agreement • October 8th, 2010 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment

THIS TRANSITION SERVICES AGREEMENT – MOTOROLA SOLUTIONS PROVIDED SERVICES (this “Agreement”) is entered into as of [—], by and among Motorola, Inc., a Delaware corporation (“Motorola”), Motorola Mobility, Inc., a Delaware corporation and wholly-owned subsidiary of Motorola (“Mobility”), and Motorola Mobility Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Motorola (“SpinCo”). Each of Motorola, Mobility and SpinCo is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Amended and Restated Master Separation and Distribution Agreement dated as of July 31, 2010, by and among Motorola, Mobility and SpinCo (as such may be amended from time to time, the “Separation Agreement”).

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RESTRICTED STOCK UNIT SUBSTITUTE AWARD AGREEMENT (“Agreement”)
Restricted Stock Unit Substitute Award Agreement • April 29th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • Illinois

WHEREAS, Grantee received the Award pursuant to the inducement grant exception under the New York Stock Exchange rules;

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RESTRICTED STOCK UNIT SUBSTITUTE AWARD AGREEMENT
Restricted Stock Unit Substitute Award Agreement • February 18th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment

This Restricted Stock Units Award (the “Award”) was awarded on «Grant_date» (“Date of Grant”), by Motorola, Inc. to «First_Name» «Last_Name» (the “Grantee”).

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TAX SHARING AGREEMENT DATED AS OF JULY 31, 2010 BY AND AMONG MOTOROLA, INC., MOTOROLA SPINCO HOLDINGS CORPORATION AND MOTOROLA MOBILITY, INC.
Tax Sharing Agreement • August 31st, 2010 • Motorola SpinCo Holdings Corp • Radio & tv broadcasting & communications equipment

This TAX SHARING AGREEMENT (this “Agreement”) is entered into as of July 31, 2010, by and among Motorola, Inc., a Delaware corporation (“Motorola”), Motorola SpinCo Holdings Corporation, a Delaware corporation and a wholly owned subsidiary of Motorola (“SpinCo”), and Motorola Mobility, Inc., a Delaware corporation and a wholly owned subsidiary of Motorola (“Mobility”) (Motorola and SpinCo are sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as the “Company”).

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STOCK OPTION CONSIDERATION AGREEMENT GRANT DATE: [Grant Date]
Stock Option Consideration Agreement • April 29th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • Illinois

The following Agreement is (A) established to ensure the continued protection of the trade secrets, intellectual property, confidential information, customer relationships and goodwill of Motorola Mobility Holdings, Inc. and each of its subsidiaries (the “Company”), both as defined in the Motorola Mobility Holdings, Inc. Legacy Incentive Plan (the “Plan”), and Motorola, Inc. and each of its subsidiaries (“Predecessor” which, to the extent this Agreement refers to post-Distribution rights and obligations, shall mean Motorola Solutions, Inc. and each of its subsidiaries) to the extent hereinafter provided, and to reflect the assumption and substitution by Motorola Mobility on January 4, 2011 under the terms of the Plan of an option (the “Original Award”) granted to me by Motorola, Inc. on the above referenced grant date, and (B) made in connection with the distribution to holders of shares of Predecessor common stock of the outstanding shares of Company Common Stock (the “Distribution”).

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MOTOROLA MOBILITY HOLDINGS, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • April 29th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • Delaware

This Restricted Stock Award (“Award”) is awarded on January 28, 2011 (“Date of Grant”), by Motorola Mobility Holdings, Inc. (the “Company”) to Dr. Sanjay K. Jha (“Participant”).

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MOTOROLA MOBILITY HOLDINGS, INC. LEGACY INCENTIVE PLAN
Employee Matters Agreement • December 30th, 2010 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • Delaware

The purpose of this Motorola Mobility Holdings, Inc. Legacy Incentive Plan (the “Plan”) is to effectuate those terms of Article 4 of the Amended and Restated Employee Matters Agreement among Motorola Mobility Holdings, Inc. (formerly known as Motorola SpinCo Holdings Corporation), Motorola Mobility, Inc. and Motorola, Inc. effective as of July 31, 2010 (the “Employee Matters Agreement”) dealing with the treatment of certain equity awards in the separation of Motorola Mobility Holdings, Inc. (the “Company”) from Motorola, Inc. by a distribution of all shares of the Company’s common stock to holders of Motorola, Inc. common stock (the “Distribution”) on a specified record date (the date of the Distribution being the “Distribution Date”), as set forth in the Amended and Restated Master Separation and Distribution Agreement among the Company, Motorola, Inc. and Motorola Mobility, Inc. effective as of July 31, 2010 (“Master Separation Agreement”).

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MOTOROLA MOBILITY HOLDINGS, INC. GLOBAL AWARD AGREEMENT For the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan Terms and Conditions Related to Non-Qualified Employee Stock Options
Global Award Agreement • April 29th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • Delaware

Motorola Mobility Holdings, Inc. (“the Company”) is pleased to grant you options to purchase shares of the Company’s Common Stock (“Shares”) under the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan (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 on the terms described below in this Award Agreement (the “Award Agreement”), and in the Plan.

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TERM SHEET FOR SUBSCRIBER UNITS AND SERVICES AGREEMENT BETWEEN NEXTEL COMMUNICATIONS, INC. AND MOTOROLA, INC.
Term Sheet Agreement • November 30th, 2010 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • Illinois

This term sheet agreement (“Term Sheet”) is between Nextel Communications, Inc. (“Nextel”) and Motorola, Inc. (“Motorola”), collectively the “Parties”, for the supply of iDEN Subscriber Units, iDEN Subscriber Unit Features (“ISUF”), and Services. The Parties intend to enter into a final multi-year supply agreement. It is the intent of the Parties that this Term Sheet expresses the general basis for that multi-year supply agreement and that substantially similar terms and conditions as stated herein will be incorporated into that agreement. The terms and conditions contained herein are interim terms only, and the parties agree that all terms and conditions whether or not included in this Term Sheet shall be negotiated in good faith as part of the 2003-05 Agreement (as defined below). Finalization of the 2003-05 Agreement is based upon resolution of relationship issues currently being addressed by Senior Management. Additionally, during the term of this Term Sheet, the Parties will condu

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MOBILE APPLICATION DISTRIBUTION AGREEMENT (ANDROID)
Mobile Application Distribution Agreement • November 30th, 2010 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • New York

This Mobile Application Distribution Agreement, including all exhibits hereto (collectively referred to as the “Agreement”), effective as of the date noted above (the “Effective Date”), is made by and between Motorola, Inc., a Delaware corporation with offices at the address noted above (“Company” or “Motorola”), and Google Inc., with offices at the address noted above (which, with its affiliates, shall be referred to herein as “Google”).

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MOTOROLA MOBILITY HOLDINGS, INC. RESTRICTED STOCK UNIT GLOBAL AWARD AGREEMENT
Restricted Stock Unit Global Award Agreement • February 17th, 2012 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • Delaware

This Restricted Stock Unit Award (“Award”) is awarded on «Grant_date» (“Date of Grant”), by Motorola Mobility Holdings, Inc. (the “Company”) to «First_Name» «Last_Name» (“Participant”).

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CORPORATE SUPPLY AGREEMENT BETWEEN BROADCOM CORPORATION AND MOTOROLA, INC.
Corporate Supply Agreement • November 30th, 2010 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment

This Corporate Supply Agreement (this “Agreement”), dated as of November 17, 2008 (the “Effective Date”), is between Motorola, Inc., located at 1303 E. Algonquin Road, Schaumburg, IL 60196 (“Motorola” or “Customer”) and Broadcom Corporation located at 5300 California Avenue, Irvine, CA 92617 (“Supplier”). Each may be referred to as a party (“Party”), or they may be collectively known as parties (the “Parties”). In consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, the Parties hereto agree that Supplier will supply Products to Motorola under the following terms and conditions:

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MOTOROLA MOBILITY HOLDINGS, INC. GLOBAL AWARD AGREEMENT For the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan Terms and Conditions Related to Non-Qualified Employee Stock Options
Global Award Agreement • February 18th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • Delaware

Motorola Mobility Holdings, Inc. (“the Company”) is pleased to grant you options to purchase shares of the Company’s Common Stock (“Shares”) under the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan (the “Plan”). The number of options (“Options”) awarded to you and the Exercise Price per Option, which is no less than the Fair Market Value on the Date of Grant, are stated above. Each Option entitles you to purchase one Share on the terms described below in this Award Agreement including any appendix hereto (the “Appendix”; the Agreement and the Appendix, collectively, the “Award Agreement”), and in the Plan.

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MOTOROLA MOBILITY HOLDINGS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • February 17th, 2012 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • Delaware

This Restricted Stock Unit Award (“Award”) is awarded on January 30, 2012 (“Date of Grant”), by Motorola Mobility Holdings, Inc. (the “Company”) to Dr. Sanjay K. Jha (“Participant”).

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MOTOROLA MOBILITY HOLDINGS, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Grants • February 18th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • Delaware

This Restricted Stock Unit Award (“Award”) is awarded on «Grant_date» (“Date of Grant”), by Motorola Mobility Holdings, Inc. (the “Company”) to «First_Name» «Last_Name», a non-employee member of the Board of Directors of the Company (“Director”).

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AMENDED AND RESTATED MASTER SEPARATION AND DISTRIBUTION AGREEMENT
Master Separation and Distribution Agreement • August 31st, 2010 • Motorola SpinCo Holdings Corp • Radio & tv broadcasting & communications equipment

THIS MASTER SEPARATION AND DISTRIBUTION AGREEMENT (the “Agreement”) is made and entered into effective as of July 31, 2010 (the “Effective Date”), by and among Motorola, Inc., a Delaware corporation (“Motorola”), Motorola SpinCo Holdings Corporation, a Delaware corporation and wholly-owned subsidiary of Motorola (“SpinCo”), and Motorola Mobility, Inc., a Delaware corporation and wholly-owned subsidiary of Motorola (“Mobility”). Capitalized terms used and not otherwise defined in this Agreement have the meanings ascribed to such terms in Article 1 of this Agreement.

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MOTOROLA MOBILITY HOLDINGS, INC. STOCK OPTION CONSIDERATION AGREEMENT GRANT DATE: January 28, 2011
Stock Option Consideration Agreement • February 18th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • Delaware

The following Agreement is established to protect the trade secrets, intellectual property, confidential information, customer relationships and goodwill of Motorola Mobility Holdings, Inc. and each of its Affiliates (the “Company”) as defined in the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan (the “Plan”). In its sole discretion, the Committee (as defined in the Plan) may amend or waive the provisions of this Agreement, in whole or in part, to the extent necessary or advisable to comply with applicable laws, as determined by the Committee.

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WAIVER AGREEMENT
Waiver Agreement • March 16th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment

This Waiver Agreement (the “Agreement”) is effective as of March 10, 2011 and is being entered into by and between Motorola Mobility Holdings, Inc., Motorola Mobility, Inc. and Scott A. Crum (the “Executive”).

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Motorola Letterhead >
Motorola SpinCo Holdings Corp • August 31st, 2010 • Radio & tv broadcasting & communications equipment

On behalf of Motorola, Inc. (the “Company”), I am pleased to offer you the position of Executive Vice President, President, Mobility, reporting to the Chief Executive Officer, Mobile Devices and Home Business on the terms and conditions set forth in this letter agreement (the “Agreement”).

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MOTOROLA MOBILITY HOLDINGS, INC. AWARD AGREEMENT For the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan Terms and Conditions Related to Non-Employee Director Stock Options
Award Agreement • February 18th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • Delaware

Motorola Mobility Holdings, Inc. (“the Company”) is pleased to grant you options to purchase shares of the Company’s Common Stock (“Shares”) under the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan (the “Plan”). The number of options (“Options”) awarded to you and the Exercise Price per Option, which is no less than the Fair Market Value on the Date of Grant, are stated above. Each Option entitles you to purchase one Share on the terms described below in this Award Agreement and in the Plan.

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AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AGREEMENT
Intellectual Property License Agreement • August 31st, 2010 • Motorola SpinCo Holdings Corp • Radio & tv broadcasting & communications equipment • Delaware

THIS AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AGREEMENT (the “Agreement”), is made and entered into effective as of July 31, 2010 (the “Effective Date”), by and between Motorola, Inc., a Delaware corporation (“Motorola”), and Motorola Mobility, Inc., a Delaware corporation and wholly-owned subsidiary of Motorola (“Mobility”). Motorola and Mobility are each referred to herein as a “Party” and collectively as the “Parties.”

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Motorola Mobility Holdings, Inc. Libertyville, Illinois 60048 November 30, 2010
Motorola Mobility Holdings, Inc • November 30th, 2010 • Radio & tv broadcasting & communications equipment • Delaware

This letter agreement shall become effective upon the appointment or election of Daniel A. Ninivaggi (including any successor designated by the Icahn Group, the “Icahn Designee”) to the Board of Directors (the “Board”) of Motorola Mobility Holdings, Inc. (the “Company”). The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, the Icahn Designee may, if and to the extent he desires to do so, disclose information he obtains while a member of the Board to the Representatives (as hereinafter defined) and may discuss such information with any and all such persons. As a result, you may receive certain non-public information regarding the Company. You acknowledge that this information is proprietary to the Company and may include trade secrets or other business information the disclosure of which could harm the Company. In consideration for, and as a condition of, non-public information being furnished to you (and, subject to the restri

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AMENDED AND RESTATED EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • October 8th, 2010 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment

THIS AMENDED AND RESTATED EMPLOYEE MATTERS AGREEMENT (the “Agreement”) is made and entered into effective as of July 31, 2010 by and among Motorola, Inc., a Delaware corporation (“Motorola”), Motorola SpinCo Holdings Corporation, a Delaware corporation and a wholly-owned subsidiary of Motorola (“SpinCo”), and Motorola Mobility, Inc., a Delaware corporation and wholly-owned subsidiary of Motorola (“Mobility”). Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Separation Agreement (as defined herein).

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STOCK OPTION CONSIDERATION AGREEMENT GRANT DATE: [GRANT DATE]
Stock Option Consideration Agreement • February 18th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • Illinois

The following Agreement is (A) established to ensure the continued protection of the trade secrets, intellectual property, confidential information, customer relationships and goodwill of Motorola Mobility Holdings, Inc. and each of its subsidiaries (the “Company”), both as defined in the Motorola Mobility Holdings, Inc. Legacy Incentive Plan (the “Plan”), and Motorola, Inc. and each of its subsidiaries (“Predecessor” which, to the extent this Agreement refers to post-Distribution rights and obligations, shall mean Motorola Solutions, Inc. and each of its subsidiaries) to the extent hereinafter provided, and to reflect the assumption and substitution by Motorola Mobility on January 4, 2011 under the terms of the Plan of an option (the “Original Award”) granted to me by Motorola, Inc. on the above referenced grant date, and (B) made in connection with the distribution to holders of shares of Predecessor common stock of the outstanding shares of Company Common Stock (the “Distribution”).

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EMPLOYMENT AGREEMENT
Employment Agreement • November 12th, 2010 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • Illinois

further agree that this Agreement is governed by the laws of Illinois, without giving effect to any state’s principles of Conflicts of Laws, and any legal action related to this Agreement shall be brought only in a federal or state court located in Illinois, USA. I accept the jurisdiction of these courts and consent to service of process from said courts solely for legal actions related to this Agreement and the Covered Options.

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RESTRICTED STOCK UNIT SUBSTITUTE AWARD AGREEMENT
Restricted Stock Unit Substitute Award Agreement • April 29th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • Illinois

This Restricted Stock Unit Award (the “Award”) was awarded on [DATE] (“Date of Grant”), by Motorola, Inc. to Thomas J. Meredith (the “Grantee”).

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MOTOROLA MOBILITY HOLDINGS, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • February 18th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • Delaware

This Restricted Stock Unit Award (“Award”) is awarded on «Grant_date» (“Date of Grant”), by Motorola Mobility Holdings, Inc. (the “Company”) to «First_Name» «Last_Name», a non-employee member of the Board of Directors of the Company (“Director”).

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AMENDED AND RESTATED INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
Intellectual Property Assignment Agreement • August 31st, 2010 • Motorola SpinCo Holdings Corp • Radio & tv broadcasting & communications equipment

THIS AMENDED AND RESTATED INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (this “Agreement”) is made and entered into effective as of July 31, 2010 (the “Effective Date”), by and between Motorola, Inc., a Delaware corporation (“Motorola”), and Motorola Mobility, Inc., a Delaware corporation and wholly-owned subsidiary of Motorola (“Mobility”). Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in Article 1 of that certain Master Separation and Distribution Agreement effective as of July 31, 2010 (the “Separation Agreement”), by and among Motorola, Mobility and Motorola SpinCo Holdings Corporation, a Delaware corporation and wholly-owned subsidiary of Motorola (“SpinCo”).

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FORM OF TIME SHARING AGREEMENT
Form of Time Sharing Agreement • February 18th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • Illinois

This TIME SHARING AGREEMENT (this “Agreement”) is made and entered into as of the day of , 2011 between Motorola Mobility, Inc., hereinafter referred to as the “Operator”, and Sanjay K. Jha, hereinafter referred to as “User”.

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STOCK OPTION CONSIDERATION AGREEMENT GRANT DATE: [GRANT DATE]
Stock Option Consideration Agreement • February 18th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • Illinois

The following Agreement is (A) established to ensure the continued protection of the trade secrets, intellectual property, confidential information, customer relationships and goodwill of Motorola Mobility Holdings, Inc. and each of its subsidiaries (the “Company”), both as defined in the Motorola Mobility Holdings, Inc. Legacy Incentive Plan (the “Plan”), and Motorola, Inc. and each of its subsidiaries (“Predecessor” which, to the extent this Agreement refers to post-Distribution rights and obligations, shall mean Motorola Solutions, Inc. and each of its subsidiaries) to the extent hereinafter provided, and to reflect the assumption and substitution by Motorola Mobility on January 4, 2011 under the terms of the Plan of an option (the “Original Award”) granted to me by Motorola, Inc. on the above referenced grant date, and (B) made in connection with the distribution to holders of shares of Predecessor common stock of the outstanding shares of Company Common Stock (the “Distribution”).

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MOTOROLA MOBILITY HOLDINGS, INC. STOCK OPTION CONSIDERATION AGREEMENT GRANT DATE: XXXXXX
Motorola Mobility Holdings, Inc • February 18th, 2011 • Radio & tv broadcasting & communications equipment • Delaware

The following Agreement is established to protect the trade secrets, intellectual property, confidential information, customer relationships and goodwill of Motorola Mobility Holdings, Inc. and each of its Affiliates (the “Company”) as defined in the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan (the “Plan”). In its sole discretion, the Committee (as defined in the Plan) may amend or waive the provisions of this Agreement, in whole or in part, to the extent necessary or advisable to comply with applicable laws, as determined by the Committee.

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AGREEMENT AND PLAN OF MERGER BY AND AMONG GOOGLE INC., RB98 INC. and MOTOROLA MOBILITY HOLDINGS, INC. Dated as of August 15, 2011
Agreement and Plan of Merger • August 18th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 15, 2011, by and among GOOGLE INC., a Delaware corporation (“Parent”), RB98 INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and MOTOROLA MOBILITY HOLDINGS, INC., a Delaware corporation (the “Company”).

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FORM OF SPINCO CONTRIBUTION AGREEMENT
Form of Spinco Contribution Agreement • November 12th, 2010 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment

THIS SPINCO CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the Business Day immediately prior to the Distribution Date (such Business Day, the “Effective Date”), by and between Motorola, Inc., a Delaware corporation (“Motorola”), and Motorola Mobility Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Motorola (formerly, Motorola SpinCo Holdings Corporation) (“SpinCo”). Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in Article 1 of that certain Amended and Restated Master Separation and Distribution Agreement effective as of July 31, 2010, as may be amended from time to time (the “Separation Agreement”), by and among Motorola, SpinCo and Motorola Mobility, Inc., a Delaware corporation and wholly-owned subsidiary of Motorola (“Mobility”).

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STOCK OPTION CONSIDERATION AGREEMENT GRANT DATE: [Grant Date]
Stock Option Consideration Agreement • February 18th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • Illinois

The following Agreement is (A) established to ensure the continued protection of the trade secrets, intellectual property, confidential information, customer relationships and goodwill of Motorola Mobility Holdings, Inc. and each of its subsidiaries (the “Company”), both as defined in the Motorola Mobility Holdings, Inc. Legacy Incentive Plan (the “Plan”), and Motorola, Inc. and each of its subsidiaries (“Predecessor” which, to the extent this Agreement refers to post-Distribution rights and obligations, shall mean Motorola Solutions, Inc. and each of its subsidiaries) to the extent hereinafter provided, and to reflect the assumption and substitution by Motorola Mobility on January 4, 2011 under the terms of the Plan of an option (the “Original Award”) granted to me by Motorola, Inc. on the above referenced grant date, and (B) made in connection with the distribution to holders of shares of Predecessor common stock of the outstanding shares of Company Common Stock (the “Distribution”).

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