Exhibit 10.1


 


 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT


 


This
Amendment (the “Amendment”) to the Employment
Agreement, by and between Motorola, Inc. (“Motorola”
or the “Company”) and Gregory Q.
Brown  (the  “Executive”) dated August 27,
2008, as amended on December 15, 2008 (the “Employment
Agreement”), is effective as of May 28, 2010. Capitalized
terms used herein and not otherwise defined shall have the meanings ascribed to
such terms in the Employment Agreement.


 


1.             The
first “WHEREAS” recital of the Employment
Agreement hereby is amended and restated in its entirety as set forth below:


 


WHEREAS, Motorola has announced a plan to create two
independent publicly traded companies (the “Separation
Event”), one of which would own (directly or indirectly) Motorola’s
Mobile Devices Business (“MDB”) and
one of which would own (directly or indirectly) Motorola’s Enterprise Mobility
Solutions and Network Business (“BMS”), it
being understood that BMS does not include Motorola’s Home businesses (“Home”);


 


2.             Clause
(B) of Section 3(a)(i) of the Employment Agreement hereby is
amended and restated in its entirety as set forth below:


 


(B) (1) Motorola’s
General Counsel, (2) Motorola’s Chief Financial Officer, (3) the head
of Motorola’s Supply Chain, (4) the head of Motorola’s Public
Affairs/Communications Department and (5) the head of Motorola’s Human
Resources Department (clauses (1) through (5), the “Dual Reporting Group”)
shall report directly to the OC; provided, however, that (x) employees
of BMS shall have direct line reporting relationships to the Executive or his
designees (including any applicable member of the Dual Reporting Group) and (y) employees
of MDB and Home shall have direct line reporting relationships to Motorola’s
other Co-Chief Executive Officer or his designees (including any applicable
member of the Dual Reporting Group) (items (x) and (y), together, the
“Reporting Rules”),


 


3.             Section 3(b)(iv)(F) of
the Employment Agreement hereby is amended by replacing each reference therein
to “$3,333,333” with “$8,333,333”.


 


4.             Section 3(b)(iv)(G) of
the Employment Agreement hereby is amended by replacing each reference therein
to “$1,666,667” with “$4,166,667”.


 


5.             Section 4(c)(vii) of
the Employment Agreement hereby is amended and restated in its entirety as set
forth below:


 


(vii)  the Executive is not the sole Chief
Executive Officer of Motorola on and after September 1, 2011;


 

















 


6.             Notwithstanding
anything to the contrary contained in the Agreement, in no event shall
Executive ceasing to have any title, position, authority, duties or
responsibilities with respect to Home constitute Good Reason.


 


7.             Except
as expressly amended by this Amendment, all terms and conditions of the
Employment Agreement remain in full force and effect and are unmodified hereby,
and, without limiting the foregoing provisions of this Amendment, all
references to “this Agreement” in the Employment Agreement shall also refer to
this Amendment.


 


[REMAINDER
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IN WITNESS WHEREOF, the parties have executed or caused this Amendment
to be executed as of the day and year first above written.


 


 


	
   

  	
  GREGORY Q. BROWN

  
	
   

  	
   

  
	
   

  	
  /s/ Gregory Q. Brown

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MOTOROLA, INC.

  
	
   

  	
   

  
	
   

  	
  /s/ Samuel C. Scott III

  
	
   

  	
  Name:

  	
  Samuel Scott

  
	
   

  	
  Title:

  	
  Chairman, Compensation 

  
	
   

  	
   

  	
  and Leadership Committee