Principles of Conduct
For
Members of the Motorola Solutions, Inc. Board of Directors(as amended through October 17, 2013)
The Board of Directors (“Board” or “Directors”) of Motorola Solutions, Inc. (the“Company”) has adopted the following Principles of Conduct (the “Principles”) for
Directors of the Company. These Principles are intended to provide guidance toDirectors to help them recognize and deal with ethics and compliance issues, provide
mechanisms to report allegations of unethical or unlawful conduct, and help sustain aculture of honesty and accountability. Each Director must comply with the letter andspirit of these Principles.
No code or policy can anticipate every situation that may arise. Accordingly, thePrinciples are intended to serve as another source of guidance for Directors. Directors
are encouraged to bring questions about particular circumstances that may implicate one
or more of the provisions of the Principles to the attention of the Chairman of theGovernance and Nominating Committee, who may consult with the Company’s Office of
Ethics, the General Counsel or other legal counsel inside or outside the Company asappropriate.
These Principles are one part of the Board’s governance program. The Board’s
Governance Guidelines and Independence Guidelines, the Company’s certificate ofincorporation and bylaws, and the Board’s committee charters are also importantelements of the Board’s governance program that guide the conduct of the Board.
I.

Code of Business Conduct

The Company’s employees, including those who also serve as members of theBoard, are subject to the provisions of the Company’s Code of Business Conduct, as wellas numerous explanatory policies and procedures.
As one of their primary responsibilities, the Board is responsible for overseeingthat the activities of the Company as a whole are guided by and comply with the Code ofBusiness Conduct.
These Principles are intended to guide the specific activities of the members of
the Board, in concert with the Code of Business Conduct.
II.

Conflict of Interests

Directors must avoid any situation where the personal and professional interestsof the Director are adverse to, or may reasonably appear to be adverse to, the interests of
the Company. Conflicts may also arise when a director, or an “Immediate Family
Member”, receives improper personal benefits as a result of his or her position as a
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Director of the Company. Any situation that involves, or may reasonably be expected to
involve, a conflict of interest with the Company, must be immediately disclosed to the
Chairman of the Governance and Nominating Committee for review. As used in these
Principles, “Immediate Family Member” means a spouse, parent, stepparent, children,
stepchildren, sibling, mother-in-law and father-in-law, son- and daughter-in-law, brotherand sister-in-law, and anyone (other than a tenant or employee) who shares the Director’s
home.
These Principles do not attempt to describe all possible conflicts of interest which
could develop. However, some of the most frequent situations will be described here.
A.

Other Board Memberships

In compliance with U.S. Federal antitrust laws, Directors are prohibited frombeing a director of two competing corporations, except in certain situations where thecompetition is relatively de minimus. Directors should immediately notify the Secretary
if they intend to take on an additional membership in another company’s board of
directors.
B.

Compensation from Non-Company Sources

Directors may not accept compensation (in any form) for services performed for
the Company from any source other than the Company.
C.

Gifts and Entertainment

Directors and Immediate Family Members may not offer, give or receive gifts orentertainment from persons or entities who deal with the Company in those cases where
any such gift might influence the Director’s actions as members of the Board, or where
acceptance of the gift or entertainment could reasonably create the appearance of aconflict of interest.
D.

Protection and Personal Use of Company Assets

Directors should protect the Company’s assets and ensure their efficient use.
Directors may not use the Company’s assets, labor or information for personal use unlessapproved by the Chairman of the Governance and Nominating Committee in writing or
as part of a compensation or expense reimbursement program available to all Directors.
E.

Corporate Opportunities

Directors owe a duty to the Company to advance its legitimate interest when theopportunity to do so arises. Directors are prohibited from (a) taking for themselves
personally opportunities related to the Company’s business; (b) using the Company’s
property, information or position for personal gain; or (c) competing with the Company
for business opportunities; provided, however, if the Company’s Directors who are not3204503v1

involved in the potential opportunity determine that the Company will not pursue anopportunity that relates to the Company’s business, a Director may do so.
F.

Related Person Transactions

A transaction involving the Company and a Director or an Immediate Family
Member may be considered a Related Person Transaction under SEC rules and areseparately addressed by the Company’s Policy and Procedures Regarding Related
Person Transactions, which is intended to supplement these Principles.
III.

Confidentiality and Competitive Information

Directors must maintain the confidentiality of information entrusted to them by
the Company, as well as any other non-public information about the Company that comesto them, from whatever source, in their capacity as a Director, except when disclosure isauthorized or legally mandated. Directors must protect the confidential information of
the Company’s customers and other business partners entrusted to them, in the samemanner. Confidential information includes all non-public information that might be ofuse to competitors, or harmful to the Company or its customers, if disclosed.
The Directors will use and support only legal and ethical means to gather
competitive information.
IV.

Compliance with Laws, Rules and Regulations; Fair Dealing

Directors will comply, and oversee compliance by employees, officers and other
Directors, with laws, rules and regulations applicable to the Company, including insider
trading. The Directors will comply with all necessary corporate governancerequirements, by providing complete and correct information as requested by theCompany’s Legal Department or counsel retained by the Board of Directors.
Directors shall deal fairly and will oversee fair dealing by employees and officers
with the Company’s customers, suppliers, competitors and employees. None should takeunfair advantage of anyone through manipulation, concealment, abuse of privileged
information, representation of material facts or any other unfair dealing practices.
V.

Encouraging the Reporting of any Illegal or Unethical Behavior

Directors should promote ethical behavior and take steps to ensure the Company:(a) encourages employees to talk to supervisors, managers and other appropriate
personnel when in doubt about the best course of action in a particular situation; (b)encourages employees to report possible violations of laws, rules, regulations or theCompany’s Code of Business Conduct to appropriate personnel, including theCompany’s EthicsLine and/or the Audit Committee; and (c) informs employees that theCompany will not allow retaliation for reports made in good faith.

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The Company’s EthicsLine is available to all employees and third parties whowish to raise a concern. The Directors will consider and cause to be investigated thosematters that are raised directly to their attention by the EthicsLine personnel or otherinterested parties.
VI.

Compliance Procedures

Directors should communicate any suspected violations of these Principles
promptly to the Chair of the Audit Committee, or the Chair of the Governance andNominating Committee. Violations will be investigated by the Board or by a person or
persons designated by the Board and appropriate action will be taken.
These Principles may not be waived except by Board action and public disclosure
as required.

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