Form of Motorola Mobility Holdings, Inc. Stock Consideration Agreement



 Exhibit 10.46 

                     

 

 STOCK OPTION CONSIDERATION AGREEMENT 
 GRANT DATE: [Grant Date] 
 The following Agreement is (A) established to
ensure the continued protection of the trade secrets, intellectual property, confidential information, customer relationships and goodwill of Motorola Mobility Holdings, Inc. and each of its subsidiaries (the “Company”), both as defined in
the Motorola Mobility Holdings, Inc. Legacy Incentive Plan (the “Plan”), and Motorola, Inc. and each of its subsidiaries (“Predecessor” which, to the extent this Agreement refers to post-Distribution rights and obligations, shall
mean Motorola Solutions, Inc. and each of its subsidiaries) to the extent hereinafter provided, and to reflect the assumption and substitution by Motorola Mobility on January 4, 2011 under the terms of the Plan of an option (the “Original
Award”) granted to me by Motorola, Inc. on the above referenced grant date, and (B) made in connection with the distribution to holders of shares of Predecessor common stock of the outstanding shares of Company Common Stock (the
“Distribution”). Such adjustment and substitution included an adjustment to the number and kind of shares underlying the Original Award and that future vesting will be based on employment or service with the Company or as otherwise
provided in the Substitute Award Document. Reference is made to the employment agreement (“Employment Agreement”) by and between Sanjay K. Jha and Predecessor, dated as of the 4th day of August. 
 As consideration for the assumption and substitution of the Original Award referenced in the August 4, 2008 Motorola, Inc. Award Document [for the Motorola Omnibus Incentive Plan of 2006] –
Terms and Conditions Related to Employee Nonqualified Stock Options (Make Whole – [Plan][NYSE Exception]), Commerce ID[            ] (the “Covered Options”), and the Company
and its predecessors, including Predecessor, having provided me with Confidential Information (as defined in the Employment Agreement) as Chief Executive Officer of the Company, I agree to the following: 

1. Sections 7(a), (b) and (c) (together, the “Restrictive Covenants”) of the Employment Agreement are hereby incorporated by
reference into this Agreement and shall apply as if fully set forth herein mutatis mutandis and any capitalized terms used in such Sections 7(a), (b) and (c) shall have the meanings ascribed to such terms in the Employment Agreement. I
acknowledge that my agreement to the Restrictive Covenants is a condition of the assumption and substitution of the Original Award. 
 2. The
Restrictive Covenants can be waived or modified only upon the prior written consent of the Company. 
 3. I acknowledge that the promises in
this Agreement, not any employment of or services performed by me in the course and scope of that employment, are the sole consideration for the assumption and substitution of the Original Award. I agree the Company shall have the right to assign
this Agreement which shall not affect the validity or enforceability of this Agreement, subject to the limitations on assignment contained in the Employment Agreement. This Agreement shall inure to the benefit of the Company and the assigns and
successors of the Company and references to the Company shall include any such assigns and successors. 








 Exhibit 10.46 
  

 4. I acknowledge that the harm caused to the Company and/or Predecessor by the breach or anticipated
breach of the Restrictive Covenants will be irreparable and I agree the Company and/or Predecessor may obtain injunctive relief against me in addition to and cumulative with any other legal or equitable rights and remedies the Company and/or
Predecessor may have pursuant to this Agreement, any other agreements between me and the Company, or between me and Predecessor, for the protection of Confidential Information (as defined in the Employment Agreement), or law, including the recovery
of liquidated damages. I agree that any interim or final equitable relief entered by a court of competent jurisdiction, as specified in paragraph 7 below, will, at the request of the Company and/or Predecessor, be entered on consent and enforced by
any such court having jurisdiction over me. 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. 

5. With respect to the Covered Options, this Agreement, the Substitute Award Document and the Plan (and any provisions of the Employment Agreement
incorporated into this Agreement) are my entire agreement with the Company. No waiver of any breach of any provision of this Agreement by the Company shall be construed to be a waiver of any succeeding breach or as a modification of such provision.
The provisions of this Agreement shall be severable and in the event that any provision of this Agreement shall be found by any court as specified in paragraph 7 below to be unenforceable, in whole or in part, the remainder of this Agreement shall
nevertheless be enforceable and binding on the parties. I also agree that the court may modify any invalid, overbroad or unenforceable term of this Agreement so that such term, as modified, is valid and enforceable under applicable law. Further, I
affirmatively state that I have not, will not and cannot rely on any representations not expressly made herein. 
 6. I accept the terms of this
Agreement and the Covered Options, subject to the terms of this Agreement, the Plan, and the Substitute Award Document issued pursuant thereto. I am familiar with the Plan and agree to be bound by it to the extent applicable, as well as by the
actions of the Company’s Board of Directors or any committee thereof. 
 7. I agree that this Agreement (and any provisions of the
Employment Agreement incorporated into this Agreement) and the Plan, and the Substitute Award Document issued pursuant thereto, together constitute an agreement between the Company and me. I further agree that, unless otherwise provided in the Plan,
this Agreement is governed by the laws of Illinois, without giving effect to any state’s principles of Conflicts of Laws, and any legal action related to this Agreement shall be brought only in a federal or state court located in Illinois, USA.
I accept the jurisdiction of these courts and consent to service of process from said courts solely for legal actions related to this Agreement and the Covered Options. 

 

					
	  
	  	  
	  	   Sanjay K. Jha

	  Date	  	  Signature	  	  Printed Name
			
		  		  	  

		  		  	  Commerce ID

 IN ORDER FOR THE ABOVE-REFERENCED
COVERED OPTION(S) TO BE EXERCISABLE, THIS AGREEMENT, SIGNED AND DATED, MUST BE RETURNED TO MOTOROLA MOBILITY HOLDINGS, INC. c/o EXECUTIVE REWARDS NO LATER THAN
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