Exhibit 10.8


 


MOTOROLA, INC.


 


EXECUTIVE SEVERANCE PLAN, AS
AMENDED AND RESTATED THROUGH SEPTEMBER 1, 2010


 


1.             Purpose.


 


The purpose of the Motorola, Inc. Executive
Severance Plan (the “Plan”) is to provide severance pay and benefits to
Eligible Executives whose employment with Motorola, Inc. and its U.S.
Affiliates and/or U.S. Subsidiaries is terminated under certain
circumstances.  The Plan is effective
October 1, 2008 and is applicable to Eligible Executives who are notified
of termination on or after October 1, 2008.  The Plan is intended to be an “employee
welfare benefit plan” as defined in Section 3(1) of the ERISA
maintained primarily for the purpose of providing benefits for a select group
of management or highly compensated employees. 
All benefits under the Plan shall be paid solely from the general assets
of Motorola.


 


2.             Eligibility.


 


(a)           General Rules. 
An Eligible Executive shall receive the Severance Pay and benefits
described in this Plan if the Eligible Executive’s employment with Motorola is
terminated by Motorola in a Qualifying Termination and such termination of
employment constitutes a separation from service within the meaning of Section 409A
of the Code (a “Separation from Service”). 
In order to receive Severance Pay and benefits under the Plan, in
addition to fulfilling the conditions and complying with the terms of the Plan,
an Eligible Executive, as hereinafter provided, must execute and not revoke a
general waiver and release in the form provided
by Motorola (“General Release”) and must not be in breach of any
agreement with Motorola containing restrictive covenants, or any other
agreement with or obligation to Motorola for the protection of Motorola’s
confidential and proprietary information.


 


(b)           Effect of Other Plans and Agreements.


 


(i) An Eligible Executive shall not receive
Severance Pay and benefits under this Plan if the Eligible Executive is
eligible for and receives severance pay and benefits under the Motorola, Inc.
Senior Officer Change in Control Plan, the Motorola, Inc. Corporate
Officer Change in Control Plan, or the Motorola, Inc. Corporate Officer
Transition Change in Control Plan (collectively, the “VP Change in Control
Plans”), or has claimed or is claiming termination pay under the laws of any
country other than the United States.  However, if a Change in Control
occurs following a Qualifying Termination, any Severance Pay and medical
benefits  to which an Eligible Executive
may be entitled under any VP Change in Control Plan shall be reduced by the
Severance Pay and medical benefits actually received by such Executive under
this Plan.  Following the Change in Control, the
Eligible Executive who is eligible for and is receiving severance pay and
benefits under any VP Change in Control Plan shall be entitled to no further
Severance Pay and benefits under this Plan.


 


(ii) Subject to Section 2(b)(i) above, if an individual has entered
into an individual employment or other contract with Motorola that explicitly
provides for cash compensation upon 


 

















 


a termination of employment, whether or not such
payment is labeled severance pay, retention pay or otherwise, (other than a
stock option, restricted stock, restricted stock unit, stock appreciation right
(“SAR”), supplemental retirement, deferred compensation or similar plan or
agreement or other form of participant document entered into pursuant to a
Motorola-sponsored group plan that may contain provisions operative on a
termination of the Eligible Executive’s employment) and such contract is in
effect on the date of the Eligible Executive’s termination of employment, such
cash compensation shall be offset against the Severance Allowance provided under this Plan to the extent such
cash compensation either does not provide for the deferral of compensation
under Section 409A of the Code or is paid in a lump sum at the same time
as severance paid under Section 3(b) hereunder. In all other
respects, the terms of the individual agreement shall apply and shall supersede
the terms of this Plan.


 


3.             Severance Pay and Benefits.


 


(a)           Severance Pay and Benefits.  An Eligible Executive entitled to Severance
Pay and benefits pursuant to Section 2 shall receive Severance Pay and
severance benefits, based on the Eligible Executive’s level or salary grade, in
accordance with the schedule attached as Exhibit A and the provisions of
this Section 3.


 


(b)           Form and Timing of
Severance Payments.  The total
amount of the Severance Allowance provided in Section 3(a) shall be
paid after the Eligible Executive’s Separation Date in a lump sum within thirty
(30) days after the Eligible Executive signs and does not revoke the General
Release, provided that the Eligible Executive signs the General Release no
later than the last day of the 49-day consideration period and such payment
shall occur (assuming no revocation) before March 15 of the year following
the Separation Year.   Each payment of
Severance Pay and benefits to the Eligible Executive under this Plan, including
payments pursuant to Section 3 and
reimbursements under Sections 3(g), (h), (i), (j) and (o) and 4(e), will
be considered a separate payment and not one of a series of payments for
purposes of Section 409A of the Code.


 


(c)           Alternate MIP Award for Separation Year.  If an Eligible Executive receiving a
Severance Allowance under this Plan participates in the Motorola Incentive Plan
(“MIP Plan”) during the Separation Year, he or she shall receive, in lieu of
any incentive bonus under the MIP Plan, the equivalent of a pro rata MIP Award
based on actual business results for the Separation Year (“Alternate MIP
Award”) and with an individual performance factor of 1.0, which Alternate MIP
Award shall be paid in a lump sum on the first payroll date following July 1
of the year following the Separation Year (unless the Eligible Executive has
made an irrevocable election under any deferred compensation arrangement
subject to Code Section 409A to defer any portion of the Eligible
Executive’s annual incentive bonus in respect of the Separation Year, in which
case such deferred bonus shall be paid in accordance with such election) (such
payment date, “Alternate MIP Award Payment Date”).  The applicable pro rata amount shall be
determined by multiplying (i) the product of the Eligible Executive’s
Eligible Earnings, as defined in the MIP Plan, times his or her MIP Plan target
percentage for the Separation Year times the business performance factor under
the MIP Plan for the applicable organizational unit by (ii) a fraction,
the numerator of which is the number of completed days of active work during the Separation Year and the denominator
of which is  365. 
An Eligible Executive who receives 


 


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an Alternate MIP Award may not receive an MIP Award
under the MIP Plan for the Separation Year under any circumstances.


 


(d)           Alternate SIP Award for Separation Year.  If an Eligible Executive receiving a
Severance Allowance under this Plan participates in a sales incentive plan
pursuant to which he or she is eligible for an incentive award with respect to
monthly or quarterly performance periods during the Separation Year, he or she
shall receive the equivalent of a pro rata termination incentive for the
applicable performance period in which the Separation Date occurs based on
actual performance goals and performance results (“Alternate Quarterly or
Monthly SIP Award”).  If an Eligible
Executive receiving a Severance Allowance under this Plan participates in a
sales incentive plan pursuant to which he or she is eligible for an incentive
award (or a portion of an incentive award) with respect to an annual
performance period during the Separation Year, he or she shall receive the
equivalent of a pro rata termination incentive (for such award or portion
thereof) for the applicable performance period in which the Separation Date occurs
based on actual performance goals and performance results (“Alternate Annual
SIP Award”).  The pro rata amount shall
be determined as provided in the applicable SIP Plan.  Alternate Quarterly or Monthly SIP Awards
shall be paid at the same time as payment would be made under the SIP Plan for
the applicable performance period if the Eligible Executive had remained an
employee and Alternate Annual SIP Awards shall be paid on the Alternate MIP
Award Payment Date.  An Eligible
Executive who receives an Alternate SIP Award may not receive a SIP Award under
the SIP Plan for the same quarter or any subsequent quarter under any
circumstances. Alternatively, an Eligible Executive who receives a SIP Award
under the SIP Plan may not receive an Alternate SIP Award under this Plan for
the same quarter or any subsequent quarter under any circumstances.


 


(e)           Paid Time Off. 
The Severance Pay and benefits outlined in Section 3 above include
and exceed any paid time off  or
similar amounts that are unpaid as of the Eligible Executive’s Separation Date,
and the Eligible Executive shall not be entitled to any additional payment for
or in respect of such unpaid amounts.


 


(f)            Equity Awards. 
This Plan does not alter or amend any vesting or other terms and
conditions contained in previous grants of stock options, restricted stock,
restricted stock units, or SARs,  as
reflected in the agreements or award documents issued at the time of grant
(“Equity Awards”).  Following the
Separation Date, except in the event the Eligible Executive violates one or
more of the restrictive covenants referenced in Section 4(a) below,
each of his or her outstanding Equity Awards will be accorded the most
favorable treatment for which each Equity Award qualifies per the terms of the
applicable plans, grant agreements or award documents.


 


(g)           Medical
Benefits.  Benefits coverage in effect on the
Eligible Executive’s Separation Date under the Motorola Employee Medical
Benefits Plan (“Medical Plan”), as amended from time to time, will be continued
at the regular employee contribution rate through the end of the Severance
Period, provided that the Eligible Executive complies with all terms and
conditions of the Medical Plan, including paying the necessary contributions
and provided further, if the Eligible Executive is reemployed with another
employer and becomes covered under that employer’s medical plan, the medical
benefits described herein (if they are not terminated as provided in COBRA,
defined below) shall be secondary to those provided under such other plan.  The difference between the cost for such
coverage under COBRA, as defined 


 


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below, and the amount of the necessary contributions
that the Eligible Executive is required to pay for such coverage as provided
above will be paid by Motorola and considered imputed income to the Eligible
Executive.  The Eligible Executive is
responsible for the payment of income tax due as a result of such imputed
income.  After the total period of
medical benefit continuation provided in this Plan, the Eligible Executive may
elect to continue medical benefits under the Medical Plan at his or her own
expense, in accordance with COBRA.  The
period of medical benefit continuation described immediately above counts toward
and reduces the maximum coverage under Section 4980B of the Code
(“COBRA”), as described in Treasury Regulation Section 54.4980B-7,
A-7(a).  The COBRA period commences on
the first of the month following the Separation Date.    If the Eligible Executive is eligible for
coverage under the Motorola Post-Employment Health Benefits Plan or any
restated or successor plan (the “Retiree Plan”), the Eligible Executive may
apply for such coverage, provided that he or she makes an election for such
coverage, in accordance with the terms and conditions for such coverage under
the Retiree Plan.  The Eligible Executive
may wait until the end of the period of continued Medical Plan coverage
provided for in this Plan before electing to begin coverage under the Retiree
Plan.  If the Eligible Executive
commences coverage under the Retiree Plan before he or she has exhausted the
continued Medical Plan coverage provided for in this Plan, the continued
Medical Plan coverage will end.


 


(h)           Outplacement. 
Motorola also will provide senior executive outplacement and career
continuation services by a firm to be selected by Motorola for up to 12 months
following the Separation Date, as set forth in Exhibit A, if the Eligible
Executive elects to participate in such services.


 


(i)            Other Benefits.  Except as otherwise
expressly provided in the Plan, the effect of an Eligible Executive’s
termination and this Plan upon the Eligible Executive’s participation in, or
coverage under, any of Motorola’s benefit or compensation plans, including  but not limited to the Motorola Omnibus
Incentive Plan of 2006, as amended and restated through January 31, 2008, the Motorola Incentive Plan, the
officer-level sales incentive plans, the General Instrument Corporation 1997
Long-Term Incentive Plan, the General Instrument Corporation 1999 Long-Term
Incentive Plan, the Motorola Elected Officers Supplementary Retirement Plan,
the Motorola Supplemental Pension Plan, the Motorola Elected Officers Life
Insurance Plan, the 2006 Motorola Long Range Incentive Plan for any given
performance cycle, the Motorola Management Deferred Compensation Plan, the
Motorola Financial Planning Program, the VP Change in Control Plans or any
other applicable group plan, stock option plan and any restricted stock, stock unit or SAR agreements, shall be
governed by the terms of those plans and agreements.    Motorola is making no guarantee, warranty
or representation in this Plan regarding any position that may be taken by any
administrator or plan regarding the effect of this Plan upon the Eligible
Executive’s rights, benefits or coverage under those plans and agreements.


 


(j)            Financial Planning Services.  Notwithstanding anything to the contrary in
Section 3(i) above, for any Eligible Executive who participates in
the Motorola Financial Planning Program on such Eligible Executive’s Separation
Date, Motorola will pay the Eligible Executive’s financial planning vendor
for services rendered pursuant to the Motorola Financial Planning Program
through the later of (i) 12 months following the Separation Date or (ii) April 30
of the calendar year following the Separation Year.   Payment will be made within 90 days following
the date the Eligible Executive submits evidence that he or she incurred such
expenses, 


 


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and in all events prior to
the last day of the calendar year following the calendar year in which he or
she incurs the expense.  In no event will
the amount of such expenses paid in one year affect the amount of expenses
eligible for payment, or in-kind benefits to be provided, in any other taxable
year.


 


(k)           Eligible Executives Whose Work Country is not the
United States.  To the extent an
Eligible Executive is party to an agreement providing that Motorola shall
relocate and/or repatriate him or her and eligible dependents to the United
States and such agreement is still in effect on the Separation Date,  Motorola will provide relocation and/or
repatriation services in accord with the terms of that agreement.    Payment of relocation vendors and/or reimbursement of the Eligible
Executive will be made within 90 days following the date the Eligible Executive
submits evidence that he or she incurred such expenses, and in all events prior
to the last day of the calendar year following the calendar year in which he or
she incurs the expense.  In no event will
the amount of such expenses paid or reimbursed in one year affect the amount of
expenses eligible for payment or reimbursement, or in-kind benefit to be
provided, in any other taxable year.


 


(l)            Cessation of Payments upon Rehire.  If an Eligible Executive is
rehired by Motorola within the Severance Period, he or she shall repay a pro
rata portion of the Severance Allowance calculated by multiplying the Severance
Allowance by a fraction, the numerator of which is the total number of months
of the Eligible Executive’s Severance Period minus the number of completed
months of severance following the Separation Date, and the denominator of which
is the total number of months of the Eligible Executive’s Severance
Period.  This requirement may be waived
by Motorola, Inc.’s most senior Human Resources officer for compelling
business reasons, as determined in his or her discretion.    The Alternate MIP Award or the Alternate SIP
Award, as applicable, shall be paid to, and/or may be retained by, the Eligible
Executive as otherwise provided herein, provided that, this
requirement may be waived by the most senior Human Resources officer in favor
of reinstating the Eligible Executive to the MIP Plan or an officer-level SIP
Plan for the performance period in which the Separation Date occurred, provided
further that the payment under the MIP Plan or an officer level SIP Plan for
the performance period of reinstatement will be paid at the same time either the
Alternate MIP Award or Alternate SIP Award would have been paid if not so
waived.  In no event may the Eligible
Executive receive an Alternate MIP Award or Alternate SIP Award and either an
actual MIP Plan award or an actual SIP Plan award for the same performance
period, as the case may be.


 


(m)          Committee Discretion.  Notwithstanding the foregoing, the
Compensation and Leadership Committee of Motorola, Inc.’s Board of
Directors or its delegate may, in its sole discretion, reduce, eliminate, or
otherwise adjust the amount of an Eligible Executive’s Severance Pay and
benefits, including the Alternate MIP Award and/or Alternate SIP Award.  Such determination shall be made before any
severance payments commence under this Section 3.  Unless the Compensation and Leadership
Committee determines otherwise, or unless the Eligible Executive is an officer
subject to Section 16 of the Securities Exchange Act of 1934 or an officer
reporting directly to Motorola, Inc.’s Chief Executive Officer or a member
of Motorola’s Senior Leadership Team, Motorola, Inc.’s most senior Human
Resources officer is delegated the authority to exercise the discretion
provided by this provision with respect to Eligible Executives, provided such
determination is made before any severance payments 


 


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commence under this Section 3 and he or she
reports such adjustment to the Compensation and Leadership Committee in writing
no later than the Committee’s next regularly scheduled meeting, with a copy to
the Plan Administrator.


 


(n)           Death of Executive. 
If an Eligible Executive entitled to a Severance Allowance or payments
under Section 3(c) or (d) should die before all such amounts
payable to him or her have been paid, such unpaid amounts shall be paid no
later than 90 days following the Eligible Executive’s death (or in the case of
payments under Section 3(c) or (d), within 90 days following
determination of the applicable performance results) to Eligible Executive’s
legal representative, if there be one, and, if not, to the Executive’s spouse,
parents, children or other relatives or dependents of such Executive as the
Plan Administrator, in his or her discretion, may determine; provided, however,
such payee or payees shall not have the right to designate the taxable year of
payment.  Any payment so made shall be a
complete discharge of any liability with respect to such benefit.


 


(o)           Business Expenses. 
Each Eligible Executive shall be responsible for any personal charges
incurred on any Motorola credit card or other account used by the Eligible
Executive prior to the Eligible Executive’s Separation Date and the Eligible
Executive shall pay all such charges when due. 
Motorola shall reimburse the Eligible Executive for any pending,
reasonable business-related credit card charges for which the Eligible
Executive has not already been reimbursed as of the Eligible Executive’s
Separation Date provided the Eligible Executive files a proper travel and
expense report.  Such reimbursement shall
be made not later than December 31 of the year following the year in which
the Executive incurs the expense.  In no
event will the amount of such expenses paid in one year affect the amount of
expenses eligible for payment, or in-kind benefits to be provided, in any other
taxable year.


 


4.             Eligible Executive Obligations.


 


(a)           General.  An
Eligible Executive’s Severance Pay and benefits provided under Section 3
are expressly conditioned on the Eligible Executive’s compliance with the
obligations contained in certain Stock Option Agreements and/or Stock Option
Consideration Agreements and/or Restricted Stock Agreements and/or Restricted
Stock Unit Agreements with Motorola, as well as
various other  agreements for the protection of
Motorola’s confidential and proprietary information.  Such agreements, including but not limited to
the non-disclosure, non-competition and non-solicitation provisions therein,
continue in full force and effect according to their terms.  In addition to complying with all the other
obligations contained in the above-referenced agreements, the Eligible
Executive must immediately inform Motorola of (i) the identity of any new
employment, start-up business or self-employment in which he or she has engaged
or will engage between the Separation Date and the second anniversary of the
Separation Date, (ii) his or her title in any such engagement, (iii) his
or her duties and responsibilities in any such engagement and (iv) any
information Motorola reasonably requests in order to determine the Eligible
Executive’s compliance with the above-referenced agreements and this Plan.  By accepting the Severance Pay and benefits
outlined herein, the Eligible Executive authorizes Motorola to provide a copy
of any agreement between him or her and Motorola for the protection of
Motorola’s confidential and/or proprietary information to any new employer or
other entity or business by which he or she is engaged up to the second
anniversary of the Separation Date.


 


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(b)           Release of Claims.  In order to receive the Severance Pay and
benefits available under the Plan, an Eligible Executive must work through his
or her Separation Date, as determined in the sole discretion of his or her
direct manager, and sign and return a General Release, in a form acceptable to
the Plan Administrator, within forty-nine (49) days after the Eligible
Executive’s Separation Date.  The Plan
Administrator may designate longer periods in his or her discretion.  If the Plan Administrator approves a period
longer than the period designated for an Eligible Executive to sign the General
Release, and such Eligible Executive’s medical benefits already have been
terminated for failure to pay the monthly contribution or COBRA contribution,
it shall not be necessary to provide such Eligible Executive with the extended
medical benefits as consideration for signing the General Release.


 


The Plan Administrator
may from time to time alter the specific terms of the General Release used for
purposes of the Plan, or add new terms, as it determines to be appropriate in
his or her discretion.


 


(c)           Non-Disparagement.  An Eligible Executive shall not, directly or
indirectly, individually or in concert with others, engage in any conduct or
make any statement calculated or likely to have the effect of undermining,
disparaging or otherwise reflecting poorly upon Motorola or its good will,
products or business opportunities, or in any manner detrimental to Motorola,
though the Eligible Executive may give truthful and nonmalicious testimony if
properly subpoenaed to testify under oath.


 


(d)           Records/Company
Property.  The Eligible Executive
shall return to Motorola by his or her Separation Date all property belonging
to Motorola and confidential and/or proprietary information including the
originals and all copies and excerpts of documents, drawings, reports,
specifications, samples and the like that were/are in the Eligible Executive’s
possession at all Motorola and non-Motorola locations, including but not
limited to information stored electronically on computer hard drives or disks.


 


(e)           Cooperation
and Indemnification.  From the
Eligible Executive’s Separation Date, and for as long thereafter as shall be
reasonably necessary, the Eligible Executive shall cooperate fully with
Motorola in any investigation, negotiation, litigation or other action arising
out of transactions in which he or she was involved or of which he or she had
knowledge during his or her employment by Motorola and its Affiliates and
Subsidiaries.  If the Eligible Executive
incurs any business expenses in the course of performing his or her obligations
under this paragraph, he or she will be reimbursed for the full amount of all
reasonable expenses upon submission of adequate receipts confirming that such expenses
actually were incurred.  All
reimbursements under this Section 4(e) will be for expenses incurred
by the Eligible Executive during his or her lifetime.  Reimbursement will be made within 90 days
following the date the Eligible Executive submits evidence that he or she
incurred such expenses, and in all events prior to the last day of the calendar
year following the calendar year in which he or she incurs the expense.  In no event will the amount of expenses reimbursed
in one year affect the amount of expenses eligible for reimbursement, or
in-kind benefit to be provided, in any other taxable year.  Motorola will indemnify the Eligible
Executive for judgments, fines, penalties, settlement amounts and expenses (including
reasonable attorneys fees and expenses) reasonably incurred in defending any
actual or threatened action, lawsuit, investigation or other similar proceeding
arising out of his or her employment with Motorola, provided that if the matter
is a civil action, he or she acted 


 


7

















 


in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of Motorola and if the
matter is a criminal action, the Eligible Executive had no reasonable cause to
believe his or her conduct was unlawful (in each case as determined under the
Delaware General Corporation Law).


 


(f)            Remedies
for Breach of Eligible Executive’s Obligations.  The payments set forth in Section 3
above are conditioned upon the Eligible Executive’s faithful performance of his
or her obligations pursuant to Paragraph 4(a) and (c) through (e) of
this Plan.  If the Eligible Executive
breaches those obligations, including any breach of the agreements referenced
in Section 4(a), he or she must promptly repay to Motorola all sums
received from Motorola under Section 3(a), (c), (d), less the sum of (i) One
Thousand Dollars ($1,000.00) and (ii) the amount of accrued but unpaid
paid time off due the Executive at his or her Separation Date.  In addition, Motorola shall be entitled to
all rights and remedies set forth in the agreements referenced in Section 4(a).  Any repayment of Severance Pay paid pursuant
to this Plan or repayment pursuant to the remedies set forth in the agreements
referenced in Section 4(a) shall not reduce any money damages that
may be available to Motorola as a result of the breach.


 


By accepting Severance Pay and benefits under this
Plan, each Eligible Executive acknowledges that the harm caused to Motorola by
the breach or anticipated breach of Section 4(a) and (c) through
(e) of this Plan will be irreparable. 
The Eligible Executive agrees Motorola may obtain injunctive relief
against him or her in addition to and cumulative with any other legal or
equitable rights and remedies Motorola may have pursuant to this Plan or law,
including the recovery of liquidated damages. 
The Eligible Executive agrees that any interim or final equitable relief
entered by a court of competent jurisdiction, as specified in Section 7(e) below,
will, at the request of Motorola, be entered on consent and enforced by any
such court having jurisdiction over him or her. 
This relief would occur without prejudice to any rights either party may
have to appeal from the proceedings that resulted in any grant of such
relief.   In any dispute regarding this
Plan, each party will pay its own fees and costs.


 


5.             Plan Administration.


 


The Plan Administrator is the party responsible for
the administration of the Plan.  A Human
Resources employee at the level of 
Director or above who is appointed by the Compensation and Leadership
Committee of the Board of Directors will serve as the “Plan Administrator” of
the Plan and the “named fiduciary” within the meaning of such terms as defined
in ERISA.


 


The Plan Administrator will perform all duties
imposed upon him or her by the terms of ERISA. 
The Plan Administrator shall be responsible for the general
administration and management of the Plan. 
In his or her  role of
administering the Plan, the Plan Administrator shall have the discretionary
powers and duties necessary to fulfill his or her responsibilities, including,
but not limited to, the following powers and duties to: (i) interpret,
construe and apply the Plan, including the making of factual determinations, as
the Plan Administrator or his or her designee, in his or her sole discretion,
determines to be appropriate; (ii) determine all questions relating to the
eligibility of persons to participate or receive benefits as the Plan
Administrator or his or her designee, in his or her sole discretion, deems to
be appropriate; (iii) appoint individuals to assist in any function, and
generally to perform all other acts necessary in administering the 


 


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Plan as the Plan Administrator or his or her
designee, in his or her sole discretion, deems appropriate; and (iv) seek
such expert advice as the Plan Administrator or his or her designee deems
reasonably necessary with respect to the Plan. 
The Plan Administrator and his or her designee shall be entitled to rely
upon the information and advice furnished by such delegates and experts, unless
actually knowing such information and advice to be inaccurate or unlawful.


 


The decisions of the Plan Administrator, or persons
delegated with the authority to make such decisions for the Plan Administrator,
and the decisions of the Vice President for Global Rewards (or, where
applicable, the most senior Law Department labor and employment law attorney or
his or her designee) under Section 6, will be final and conclusive with
respect to all questions relating to the Plan.


 


6.             Procedure for Making and Appealing Claims for
Benefits


 


If an employee or vice president believes he or she
has not been paid the Severance Pay or benefits to which he or she is entitled
under the Plan, the employee or vice president must file a claim for benefits
in writing with the Plan Administrator. 
Within ninety (90) days after receiving a claim (or within 180 days if
special circumstances require an extension of time and written notice was
provided to the employee or vice president before the expiration of the initial
ninety (90) day period), the Plan Administrator will:


 


·                                          either accept or deny the claim completely or partially; and


 


·                                          notify the employee or vice president of acceptance or denial of the
claim.


 


If the claim is completely or partially denied, the
Plan Administrator will furnish a written notice to the employee or vice
president containing the following information:


 


·                                          specific reasons for the denial;


 


·                                          specific references to the Plan provisions on which any denial is based;


 


·                                          a description of any additional material or information that the
employee or vice president must provide in order to support the claim and an
explanation of why it is required; and


 


·                                          an explanation of the Plan’s appeal procedures and the applicable time
limits, including a statement of the right to bring a civil action under
Section 502(a) of ERISA following an adverse determination on appeal.


 


The employee or vice president may appeal the
denial of the claim and have the Vice President for Global Rewards (or in the
case of a conflict of interest, the most senior Law Department labor and
employment law attorney or his or her designee) reconsider the decision.  The employee, vice president or his or her
authorized representative has the right to:


 


·                                          request an appeal by written request to the Vice President for Global
Rewards not later than sixty (60) days after receipt of notice from the Plan
Administrator denying the claim;


 


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·                                          upon request and free of charge, have reasonable access to, and copies
of, all documents, records, and other information relevant to the claim; and


 


·                                          submit issues and comments regarding the claim in writing, along with
documents, records and other information, to the Vice President for Global
Rewards.


 


The Vice President for Global Rewards (or, where
applicable, the most senior Law Department labor and employment law attorney or
his or her designee)  will make a
decision with respect to such an appeal within sixty (60) days after receiving
the written request for such appeal (this sixty (60) day period can be extended
for an additional sixty (60) days if special circumstances require an extension
of time and written notice is provided to the employee or vice president or his
or her authorized representative before the extension begins).  The review will take into account all
comments, documents, records, and other information relating to the claim
submitted in connection with the review, without regard to whether such
information was submitted or considered in the initial claim
determination.  The employee, vice
president or his or her authorized representative will be advised of the
decision on the appeal in writing.  The
notice will set forth the specific reasons for the decision and make specific
reference to Plan provisions upon which the decision on the appeal is
based.  In the case of an adverse benefit
determination on appeal, in addition to the information in the preceding
sentence, the notice shall include (i) a statement that the employee or
vice president is entitled to receive, upon request and free of charge,
reasonable access to, and copies of, all documents, records, and other
information relevant to his or her claim for benefits, and (ii) a
statement of the employee’s or vice president’s right to bring a civil action
under Section 502(a) of ERISA. 
In performing his or her duties hereunder, the Vice President for Global
Rewards (or, where applicable, the most senior Law Department labor and
employment law attorney or his or her designee)  shall have the power to interpret and construe
the Plan and make factual determinations as are granted to the Plan
Administrator under Section 5.


 


In no event shall the employee, vice president or
any other person be entitled to challenge the decision of the Plan
Administrator or the Vice President for Global Rewards (or, where applicable,
the most senior Law Department labor and employment law attorney or his or her
designee) in court or in any other administrative proceeding unless and until
the claim and appeal procedures described above have been complied with and
exhausted.


 


7.             Miscellaneous.


 


(a)           Amendment. 
Motorola, Inc., by action of its Compensation and Leadership
Committee, reserves the right to amend this Plan, in whole or in part, or to
discontinue or terminate the Plan, at any time in its sole discretion.  No amendment, discontinuance or termination,
however, may adversely affect the rights of any Eligible Executive without his
or her written consent if such person (i) is then receiving Severance Pay
and benefits under the Plan, or (ii) is entitled to receive Severance Pay
and benefits under the Plan on account of a prior Qualifying Termination.  In addition to the foregoing, for a period of
three years following a Change in Control, the Plan may not be discontinued or
terminated or amended in such a manner that decreases the Severance Pay or
benefits payable to any Eligible Executive or that makes any provision less
favorable for an Eligible Executive.


 


10

















 


(b)           Withholding. 
Motorola shall be entitled to withhold or cause to be withheld from
amounts to be paid under this Plan to an Eligible Executive any federal, state,
or local withholding or other taxes or amounts that it is from time to time
required to withhold.


 


(c)           Compliance with Section 409A.  Notwithstanding anything to the contrary
contained in this Plan, the payments and benefits provided under this Plan are
intended to comply with Code Section 409A, and the provisions of this Plan
shall be interpreted such that the payments and benefits provided are either
not subject to Code Section 409A or are in compliance with Code Section 409A.  Motorola, Inc. may modify the payments
and benefits under this Plan at any time solely as necessary to avoid adverse
tax consequences under Code Section 409A. 
Notwithstanding any provision in this Plan to the contrary, if the
Eligible Executive is a “specified employee” (within the meaning of Treasury
Regulation Section 1.409A-1(i) and using the identification
methodology selected by Motorola from time to time) on the Eligible Executive’s
Separation Date, then any payment or benefit which would be considered
“nonqualified deferred compensation” within the meaning of Code Section 409A
that the Eligible Executive is entitled to receive upon the Eligible
Executive’s Separation Date and which otherwise would be payable during the
six-month period immediately following the Eligible Executive’s Separation Date
will instead be paid or made available on the earlier of the first day of the
seventh month following the Eligible Executive’s Separation Date and the
Eligible Executive’s death.


 


(d)           No Implied Employment Rights.  The Plan shall not be deemed to give any
employee or other person any right to be retained in the employ of Motorola or
its Affiliates or Subsidiaries or to interfere with the right of Motorola or
its Affiliates or Subsidiaries to discharge any employee or other person at any
time and for any reason.


 


(e)           Governing Law and Venue.  This Plan is intended to be governed by and
will be construed in accordance with ERISA, and to the extent not preempted by
ERISA, by the laws of the state of Illinois, without regard for any choice of
law principles thereof.  Any legal action
related to this Plan and any referenced agreements or award documents shall be
brought only in a federal or state court located in Cook County, Illinois, USA. 
The Eligible Executive accepts the jurisdiction of these courts and
consents to service of process from said courts for legal actions related to
this Plan and any referenced agreements or award documents.


 


(f)            Severability. 
If any provision of the Plan is held to be invalid or unenforceable, its
invalidity or unenforceability will not affect any other provision of the Plan,
and the Plan will be construed and enforced as if such provision had not been
included.


 


(g)           Successors.


 


(i) Motorola, Inc. shall require any
successor (whether direct or indirect, by purchase, merger, consolidation,
reorganization or otherwise) to all or substantially all of the business and/or
assets of Motorola, Inc. expressly to assume and agree to perform this
Plan in the same manner and to the same extent Motorola, Inc. would be
required to perform if no such succession had taken place.  This Plan shall be binding upon, inure to the
benefit of and be enforceable by Motorola, Inc. and any successor to
Motorola, Inc., including without limitation any persons acquiring
directly or indirectly all or substantially all of the business and/or assets
of 


 


11

















 


Motorola, Inc. whether by purchase, merger,
consolidation, reorganization or otherwise (and such successor shall thereafter
be deemed to be “Motorola, Inc.” for the purposes of this Plan), and the
Eligible Executive’s personal or legal representatives, executors,
administrators, successors, heirs, distributes and/or legatees.


 


(ii) This
Plan is intended to be for the exclusive benefit of Motorola and the Eligible
Executive, and except as provided in clause (i) of this Section 7(g),
no third party shall have any rights hereunder.


 


8.             Definitions.


 


“Affiliate” means any corporation or entity
other than Motorola, Inc. which, as of a given date, is a member of the
same controlled group of corporations or the same group of trades or businesses
under common control as Motorola, Inc. determined in accordance with
Sections 414(b) or (c) of the Code.


 


“Alternate MIP Award” has the meaning set
forth in Section 3(c).


 


“Alternate SIP Award” has the meaning set
forth in Section 3(d).


 


“Base Salary” means an Eligible Executive’s
monthly rate of base salary as in effect immediately prior to his or her
termination from employment.


 


“Cause” means (i) the Eligible
Executive’s conviction of any criminal violation involving dishonesty, fraud or
breach of trust or (ii) the Eligible Executive’s willful engagement in
gross misconduct in the performance of the Eligible Executive’s duties that
materially injures Motorola.


 


“Change in Control” means the occurrence of
a change in control of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under
the Securities Exchange Act of 1934, as amended (“Exchange Act”), or any
successor provision thereto, whether or not Motorola, Inc. is then subject
to such reporting requirement; provided that, without limitation, such a Change
in Control shall be deemed to have occurred if (a) any “person” or “group”
(as such terms are used in Section 13(d) and 14(d) of the
Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of Motorola, Inc.
representing 20% or more of the combined voting power of Motorola, Inc.’s
then outstanding securities (other than Motorola, Inc. or any employee
benefit plan of Motorola, Inc.’s or of an Affiliate or Subsidiary; and,
for purposes of the Plan, no Change in Control shall be deemed to have occurred
as a result of the “beneficial ownership,” or changes therein, of Motorola, Inc.’s
securities by either of the foregoing), (b) there shall be consummated (i) any
consolidation or merger of Motorola, Inc. in which Motorola, Inc. is
not the surviving or continuing corporation or pursuant to which shares of
common stock would be converted into or exchanged for cash, securities or other
property, other than a merger of Motorola, Inc. in which the holders of
common stock immediately prior to the merger have, directly or indirectly, at
least a 65% ownership interest in the outstanding common stock of the surviving
corporation immediately after the merger, or (ii) any sale, lease,
exchange or other transfer (in one transaction or a series of related
transactions) of all, or substantially all, of the assets of Motorola, Inc.
other than any such transaction with entities in which the holders of the
Motorola Inc.’s common stock, directly or indirectly, have at least a 


 


12

















 


65% ownership interest, (c) the stockholders
of Motorola, Inc. approve any plan or proposal for the liquidation or
dissolution of Motorola, Inc., or (d) as the result of, or in
connection with, any cash tender offer, exchange offer, merger or other
business combination, sale of assets, proxy or consent solicitation (other than
by the Board of Directors of Motorola, Inc. (the “Board”)), contested
election or substantial stock accumulation (a “Control Transaction”), the
members of the Board immediately prior to the first public announcement
relating to such Control Transaction shall thereafter cease to constitute a
majority of the Board.


 


“Compensation and Leadership Committee”
means the Compensation and Leadership Committee of the Motorola, Inc.
Board of Directors.


 


“Code” means the Internal Revenue Code of
1986, as amended.


 


“Eligible Executive” means (x) any (i) Appointed
Vice President, Corporate Vice President, Senior Vice President or Executive
Vice President of Motorola on the date he or she is notified of termination or
(ii) other person whose salary grade is EXB, EXC, EXS, or EXV on the date
he or she is notified of termination, (y) whose Pay Country is the United
States of America and (z) whose employment with Motorola is terminated in
a Qualifying Termination.  An employee or
officer of Motorola who is not an Eligible Executive shall not be entitled to
any Severance Pay or benefits under the Plan.


 


“ERISA” means the Employee Retirement Income
Security Act of 1974, as amended.


 


“Motorola” means Motorola, Inc. and any
successors thereto, and any of its U.S. Subsidiaries and/or U.S. Affiliates .


 


“Pay Country” means the country on whose
payroll the Eligible Executive resides and from which his or her base salary
and other benefits are paid.


 


“Plan” means the Motorola, Inc.
Executive Severance Plan.


 


“Plan Administrator” has the meaning
provided in Section 5.


 


“Qualifying Termination” means termination
of employment with Motorola in which the employment relationship is terminated
by Motorola, specifically excluding, however:


 


(a) voluntary termination from employment with
Motorola, including voluntary termination due to retirement, or retirement at
any applicable mandatory retirement age;


 


(b) termination of employment due to Total and
Permanent Disability;


 


(c) termination of employment by Motorola for
Cause;


 


(d) termination of employment if the employee
or officer (i) accepts employment with another company in connection with
the sale, lease, exchange, outsourcing arrangement or any other type of asset
transfer or transfer of any portion of a facility or all or any portion of a
discrete organizational unit or business segment of Motorola or of a
Subsidiary; (ii) is offered employment with another company in connection
with the sale, lease, exchange, outsourcing 


 


13

















 


arrangement or any other type of asset transfer or
transfer of any portion of a facility or all or any portion of a discrete
organizational unit or business segment of Motorola or of a Subsidiary,
provided that the employment offer includes a base salary, target annual
incentive and/or retention bonus and active medical benefits (but without
regard to retiree medical benefits, if any) that are comparable, in the
aggregate to the base salary and target annual incentive and active medical
benefits provided by Motorola at
the time the offered employment is to become effective, or (iii) remains employed by an Affiliate or Subsidiary that is
sold, or whose shares are distributed to Motorola, Inc.’s stockholders in
a spin-off or similar transaction;


 


(e) termination of employment with Motorola
which is followed by immediate or continued employment by Motorola or an
Affiliate or Subsidiary;


 


(f) termination of employment by death; or


 


(g) voluntary termination of employment by
failing to return to work from an approved leave of absence.


 


The Plan Administrator shall determine within his
or her sole discretion whether a termination is by reason of a Qualifying
Termination or under circumstances which do not constitute a Qualifying
Termination as provided above.


 


“Separation Date” means the date of the
Eligible Executive’s Separation from Service, which generally will be Eligible
Executive’s last date on Motorola’s payroll.


 


“Separation Year” means the calendar year in
which the Separation Date occurs.


 


“Severance Allowance” has the meaning as
provided in Exhibit A.


 


“Severance Pay” means Severance Allowance as
provided in Section 3(a) and Exhibit A plus Alternate MIP Award
or Alternate SIP Award, as applicable, as provided in Section 3(c) and
(d).


 


“Severance Period” means the number of total
months of Severance Allowance specified for a given Eligible Executive as
provided in Section 3(a) and Exhibit A.


 


“Subsidiary” means any corporation or other
entity in which a 50% or greater interest is at the time directly or indirectly
owned by Motorola, Inc. and which Motorola, Inc. consolidates for
financial reporting purposes.


 


“Total and Permanent Disability” means
entitlement to long term disability benefits under the Motorola Disability
Income Plan, as amended and any successor plan or a determination of a
permanent and total disability under a state workers compensation statute.


 


14

















 


Exhibit A


 


	
   

  	
   

  	
  Severance Pay and Benefits

  
	
  Level/Salary Grade

  	
   

  	
  Severance Allowance

  	
   

  	
  Alternate MIP Award—

  MIP Participants

  	
   

  	
  Alternate SIP Award—

  SIP Participants

  	
   

  	
  Welfare Plan Benefits;

  Outplacement; Financial

  Planning Services

  
	
  Appointed
  Vice President and/or Salary Grade EXB

  	
   

  	
  9 months of Base Salary (“Severance Allowance”)

  	
   

  	
  The Alternate MIP Award as provided in
  Section 3(c)

  	
   

  	
  The Alternate SIP Award as provided in
  Section 3(d)

  	
   

  	
  (a) 9 months of Medical Plan coverage at the
  active employee premium rate, offset against the COBRA amount as provided in
  Section 3(g); and (b) up to 12 months outplacement services as
  provided in Section 3(h). Financial planning services as provided in
  Section 3(j).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Elected Officers and/or Salary Grades EXC, EXS and
  EXV

  	
   

  	
  12 months of Base Salary (“Severance Allowance”)

  	
   

  	
  The Alternate MIP Award as provided in
  Section 3(c)

  	
   

  	
  The Alternate SIP Award as provided in
  Section 3(d)

  	
   

  	
  (a) 12 months of Medical Plan coverage at the
  active employee premium rate, offset against the COBRA amount as provided in
  Section 3(g); and (b) up to 12 months outplacement services as
  provided in Section 3(h). Financial planning services as provided in
  Section 3(j).