0001193125-04-056380 Sample Contracts

FORM OF EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • April 2nd, 2004 • Freescale Semiconductor Inc • Semiconductors & related devices

THIS EMPLOYEE MATTERS AGREEMENT (the “Agreement”) is made and entered as of , 2004 by and between Motorola, Inc., a Delaware corporation (“Motorola”), and Freescale Semiconductor, Inc., a Delaware corporation (“Freescale” and together with Motorola, the “Parties” and individually, a “Party”).

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FORM OF MASTER SEPARATION AND DISTRIBUTION AGREEMENT
Master Separation and Distribution Agreement • April 2nd, 2004 • Freescale Semiconductor Inc • Semiconductors & related devices

THIS MASTER SEPARATION AND DISTRIBUTION AGREEMENT (the “Agreement”) is made and entered into as of , 2004, by and between Motorola, Inc., a Delaware corporation (“Motorola”), and Freescale Semiconductor, Inc., a Delaware corporation (“Freescale”). Capitalized terms used and not otherwise defined in this Agreement have the meanings ascribed to such terms in Article 1 of this Agreement.

FORM OF TAX SHARING AGREEMENT DATED AS OF [ ] BY AND AMONG MOTOROLA, INC. AND FREESCALE SEMICONDUCTOR, INC.
Tax Sharing Agreement • April 2nd, 2004 • Freescale Semiconductor Inc • Semiconductors & related devices

This TAX SHARING AGREEMENT (this “Agreement”) is entered into as of , 2004 by and between Motorola, Inc., a Delaware corporation (“MINC”), and Freescale Semiconductor, Inc., a Delaware corporation and a wholly owned subsidiary of MINC (“Freescale”) (MINC and Freescale are sometimes collectively referred to herein as the “Companies”).

FORM OF SEMICONDUCTOR PURCHASE AGREEMENT
Semiconductor Purchase Agreement • April 2nd, 2004 • Freescale Semiconductor Inc • Semiconductors & related devices • Delaware

This Semiconductor Purchase Agreement, its Supplement and Attachments (collectively “Agreement”), effective as of , 2004 (the “Effective Date”), is by and between Motorola, Inc., a Delaware corporation, acting through its Personal Communications Sector and the iDEN Subscriber Group of its Global Telecom Solutions Sector, or their successor organizations within Motorola (“Motorola”) and Freescale Semiconductor, Inc., a Delaware corporation, acting through its wireless and mobile systems group or its successor group within Freescale (“Freescale”).

FORM OF TRANSITION SERVICES AGREEMENT—MOTOROLA SERVICES
Transition Services Agreement—motorola Services • April 2nd, 2004 • Freescale Semiconductor Inc • Semiconductors & related devices

This TRANSITION SERVICES AGREEMENT—MOTOROLA SERVICES (this “Agreement”) is entered into this day of , 2004 by and between Motorola, Inc., a Delaware corporation (“Motorola”) and Freescale Semiconductor, Inc., a Delaware corporation (“Freescale”).

AMENDED AND RESTATED RETENTION AGREEMENT
Amended and Restated Retention Agreement • April 2nd, 2004 • Freescale Semiconductor Inc • Semiconductors & related devices

This Amended and Restated Retention Agreement (“Agreement”) dated as of the 29th day of March, 2004 between Motorola, Inc., including its Subsidiaries and Affiliates (the “Company”) and Chris Belden (“Belden”). In consideration of the mutual promises contained herein and other good and valuable consideration, the parties hereto agree as follows:

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