Form of Motorola Solutions Award Document-Terms and Conditions



 Exhibit 10.24 
 Separation Event Award 
 MOTOROLA SOLUTIONS, INC. 

AWARD DOCUMENT 

For the 
 Motorola
Solutions Omnibus Incentive Plan of 2006 
 Terms and Conditions Related to Employee Nonqualified Stock Options 

 

									
	Recipient:	 	 Gregory Q. Brown
	 		  	Date of Expiration:	  	  

					
	Commerce ID#:	 	  
	 		  	Number of Options:	  	  

					
	Date of Grant:	 	  
	 		  	Exercise Price:	  	  


 Motorola Solutions, Inc. (“Motorola Solutions” or the “Company”) is pleased to grant you options to purchase shares of Motorola Solutions common stock under the Motorola Solutions
Omnibus Incentive Plan of 2006 (the “Plan”). The number of options (“Options”) awarded to you and the Exercise Price per Option, which is the Fair Market Value on the Date of Grant, are stated above. Each Option entitles you to
purchase one share of Motorola Solutions common stock on the terms described below and in the Plan. Reference is made to the employment agreement (“Employment Agreement”) by and between Gregory Q. Brown and Motorola, Inc. dated as of the
27th day of August, 2008, as amended from time to time. 
 Vesting and Exercisability 

You cannot exercise the Options until they have vested. 
 Regular Vesting – The Options will vest in accordance with the following schedule (subject to the other terms hereof); provided that you remain in the employ of the Company through each
vesting date: 
  

			
	 Vesting Date
	  	 Percentage of Option that Vests

	The later to occur of (x) the Milestone Date (as defined in the Employment Agreement) and (y) the one year anniversary of the grant date.	  	 33 1/3%
  

(rounded to the nearest whole share)

		
	The later to occur of (x) the Milestone Date and (y) the two year anniversary of the grant date.	  	 33 1/3%
  

(rounded to the nearest whole share)

		
	The later to occur of (x) the Milestone Date and (y) the three year anniversary of the grant date.	  	Remainder


  








 Special Vesting – The Employment Agreement contains additional terms regarding the vesting of
your Options. 
 Exercisability – In general, you may exercise Options at any time after they vest and before they expire as
described below. The Employment Agreement contains additional terms regarding the exercisability of your Options under certain circumstances. 

Expiration 
 All Options expire on
the earlier of (1) the Date of Expiration as stated above or (2) such earlier date provided for under the terms of the Employment Agreement. Once an Option expires, you no longer have the right to exercise it. 

Employment Agreement 
 The
vesting, exercisability and forfeiture of your Options will be subject to the terms of Section 5 of the Employment Agreement. In addition, your Options will be subject to Section 3(b)(iv)(F) of the Employment Agreement. 

Leave of Absence/Temporary Layoff 

If you take a Leave of Absence from Motorola Solutions or a Subsidiary that your employer has approved in writing in accordance with your employer’s
Leave of Absence Policy and which does not constitute a termination of employment as determined by Motorola Solutions or a Subsidiary or you are placed on Temporary Layoff (as defined below) by Motorola Solutions or a Subsidiary the following will
apply: 
 Vesting of Options – Options will continue to vest in accordance with the vesting schedule set forth above. 

Exercising Options – You may exercise Options that are vested or that vest during the Leave of Absence or Temporary Layoff. 

Effect of Termination of Employment or Service – If your employment or service is terminated during the Leave of Absence or Temporary Layoff,
the treatment of your Options will be determined in accordance with Section 5 of the Employment Agreement. 
 Other Terms

 Method of Exercising – You must follow the procedures for exercising options established by Motorola Solutions from time to time.
At the time of exercise, you must pay the Exercise Price for all of the Options being exercised and any taxes that are required to be withheld by Motorola Solutions or a Subsidiary in connection with the exercise. Options may not be exercised for
less than 50 shares unless the number of shares represented by the Option is less than 50 shares, in which case the Option must be exercised for the remaining amount. 
 Transferability – Unless the Committee provides, Options are not transferable other than by will or the laws of descent and distribution. 
 Tax Withholding – Motorola Solutions or a Subsidiary is entitled to withhold an amount equal to the required minimum statutory withholding taxes for the respective tax jurisdictions attributable to
any share of common stock deliverable in connection with the exercise of the Options. You may satisfy any minimum withholding obligation and additional withholding, if desired, by electing to have the plan administrator retain Option shares having a
Fair Market Value on the date of exercise equal to the amount of the withholding obligation. 

  








 Definition of Terms 
 If a term is used but not defined, it has the meaning given such term in the Plan. 
 “Fair
Market Value” is the closing price for a share of Motorola Solutions common stock on the date of grant or date of exercise, whichever is applicable. The official source for the closing price is the New York Stock Exchange Composite Transaction
as reported in the Wall Street Journal at www.online.wsj.com. 
 “Subsidiary” means an entity of which Motorola Solutions owns
directly or indirectly at least 50% and that Motorola Solutions consolidates for financial reporting purposes. 
 “Temporary Layoff”
means a layoff or redundancy that is communicated as being for a period of up to twelve months and as including a right to recall under defined circumstances. 
 Consent to Transfer Personal Data 
 By accepting this award, you voluntarily
acknowledge and consent to the collection, use, processing and transfer of personal data as described in this paragraph. You are not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide
the consent may affect your ability to participate in the Plan. Motorola Solutions, its Subsidiaries and your employer hold certain personal information about you, that may include your name, home address and telephone number, date of birth, social
security number or other employee identification number, salary, salary grade, hire date, nationality, job title, any shares of stock held in Motorola Solutions, or details of all options or any other entitlement to shares of stock awarded,
canceled, purchased, vested, or unvested, for the purpose of managing and administering the Plan (“Data”). Motorola Solutions and/or its Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation,
administration and management of your participation in the Plan, and Motorola Solutions and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Solutions in the implementation, administration and
management of the Plan. These recipients may be located throughout the world, including the United States. You authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing,
administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on your behalf to a broker or other third
party with whom you may elect to deposit any shares of stock acquired pursuant to the Plan. You may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting Motorola Solutions;
however, withdrawing your consent may affect your ability to participate in the Plan. 
 Acknowledgement of Discretionary Nature of the
Plan; No Vested Rights 
 You acknowledge and agree that the Plan is discretionary in nature and limited in duration, and may be amended,
cancelled, or terminated by Motorola Solutions or a Subsidiary, in its sole discretion, at any time. The grant of awards under the Plan is a one-time benefit and does not create any contractual or other right to receive an award in the future or to
future employment. Nor shall this or any such grant interfere with your right or the Company’s right to terminate such employment relationship at any time, with or without cause, to the extent permitted by applicable laws and any enforceable
agreement between you and the Company. Future grants, if any, will be at the sole discretion of Motorola Solutions, including, but not limited to, the timing of any grant, the amount of the award, vesting provisions, and the exercise price.








 No Relation to Other Benefits/Termination Indemnities 

Your acceptance of this award and participation under the Plan is voluntary. The value of your stock option awarded herein is an extraordinary item of
compensation. Except as provided in the Employment Agreement, the stock option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards,
pension, or retirement benefits or similar payments, notwithstanding any provision of any compensation, insurance agreement or benefit plan to the contrary. 
 Substitute Stock Appreciation Right 
 Subject to compliance with Section 409A of
the Internal Revenue Code of 1986, as amended, Motorola Solutions reserves the right to substitute a Stock Appreciation Right for your Option in the event certain changes are made in the accounting treatment of stock options. Any substitute Stock
Appreciation Right shall be applicable to the same number of shares as your Option and shall have the same Date of Expiration, Exercise Price, and other terms and conditions. Any substitute Stock Appreciation Right may be settled only in common
stock. 
 Acceptance of Terms and Conditions 
 By accepting the Options, you agree to be bound by these terms and conditions, the Plan and the Stock Option Consideration Agreement. 
 Other Information about Your Options and the Plan 
 You can find other information
about options and the Plan on the Motorola Solutions website
http://                                        
                    . If you do not have access to the website, please contact Motorola Solutions Global Rewards, 1303 E. Algonquin Road,
Schaumburg, IL 60196 USA;                     ; 847-576-7885; for an order form to request Plan documents.