Exhibit 10.17


 


Resolution
approved on November 10, 2009 by the Motorola Compensation and Leadership
Committee


 


WHEREAS, Motorola sponsors and maintains the Motorola Omnibus Incentive
Plan of 2006, as amended through November 10, 2009 (the “2006 Omnibus Plan”);


 


WHEREAS, the 2006 Omnibus Plan is administered by the Compensation and
Leadership Committee (the “Committee”);


 


WHEREAS, by Unanimous Written Consent dated December 15,
2008, the Committee authorized, empowered and directed the proper officers of
Motorola, to take any actions, they deem necessary, desirable or appropriate to
amend, modify or adjust, effective December 31, 2008, any compensation or
benefit plan, agreement or arrangement, including those of or affecting any
officer subject to Section 16 of the Securities Exchange Act of 1934 or a
member of Motorola’s Senior Leadership Team, to comply with Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”) or other applicable law, provided such amendments,
modifications or adjustments do not have the effect of increasing the
compensation or benefits of plan participants or affected individuals;


 


WHEREAS, pursuant to the aforementioned delegation of authority, by resolution
dated December 30, 2008, the Corporate Vice President, Rewards, HRIT,
Staffing and M&A, Motorola amended each Restricted Stock Unit Award
Agreement under the 2006 Omnibus Plan that was outstanding as of such date
(“Outstanding Restricted Stock Unit Award Agreements”);


 


WHEREAS, the Committee now deems it advisable to ratify the above action and
to further amend the Outstanding Restricted Stock Unit Award Agreements to the
extent that such awards remain outstanding as of the date of this resolution;


 


NOW THEREFORE, BE IT RESOLVED, that the
amendment, as set forth below, of each Restricted Stock Unit Award Agreement under the
Motorola Omnibus Incentive Plan of 2006 (“2006 Omnibus Plan”) that was
outstanding as of December 30, 2008 (“Outstanding Restricted Stock Unit
Award Agreement”) is hereby ratified:


 


“Notwithstanding
any provision in this Award to the contrary, if the Grantee 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 date of the Grantee’s termination of employment, any payment which would be
considered “nonqualified deferred compensation” within the meaning of Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”), that the Grantee is entitled to
receive upon termination of employment and which otherwise would be paid or
delivered during the six-month period immediately following the date of the
Grantee’s termination of employment will instead be paid or delivered on the
earlier of (i) the first day of the seventh month following the date of
the Grantee’s termination of employment, 


 

















 


and (ii) the Grantee’s death.  Notwithstanding any provision in this Award
that requires the Company to pay or deliver payments with respect to Units upon
vesting (or no later than March 15th of the year following the year in which the
applicable Units vest), if the event that causes the applicable Units to vest
is not a permissible payment event as defined in Section 409A(a)(2) of
the Code (or if the event is a permissible payment event but requires the
Grantee to provide continued services for a certain period of time following
such permissible payment event), then the payment with respect to such Units
will instead be paid or delivered on the earlier of (i) the specified date
of payment or delivery originally provided for such Units, or (ii) the
date of the Grantee’s termination of employment (subject to any delay required
by the first sentence of this paragraph). 
For purposes of determining the time of payment or delivery of any payment
the Grantee is entitled to receive upon termination of employment, the
determination of whether the Grantee has experienced a termination of
employment will be determined by Motorola in a manner consistent with the
definition of “separation from service” under the default rules of Section 409A
of the Code.”


 


FURTHER RESOLVED, each Outstanding Restricted Stock
Unit Award Agreement that remains outstanding as of the date of this resolution
shall be amended to include immediately following the December 30, 2008
inserted language the sentence set forth below:


 


“Unless the
Grantee has made a valid election to defer payment, payment or delivery with
respect to any Units will be made on the applicable payment date.”