exv10w45






Exhibit 10.45




MOTOROLA, INC.




EXECUTIVE SEVERANCE PLAN, AS AMENDED THROUGH DECEMBER 31, 2008




Effective October 1, 2008




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



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     (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 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



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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, 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



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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 commence under this Section 3 and he or she
reports such adjustment to the Compensation and



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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



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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. The
Director of Global Benefits, or his or her successor, 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
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



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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.



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     (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



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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 or is offered employment
at a substantially similar direct compensation level in the aggregate 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 (ii) remains employed by an Affiliate or



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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.




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Exhibit A




	 	 	 	 	 	 	 	 	 
	 	 	Severance Pay and Benefits
	 	 	 	 	 	 	 	 	Welfare Plan Benefits;
	 	 	 	 	Alternate MIP Award—	 	Alternate SIP Award—	 	Outplacement; Financial
	Level/Salary Grade	 	Severance Allowance	 	MIP Participants	 	SIP Participants	 	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).