10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to                    

Commission File number 1-7221

MOTOROLA SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	36-1115800
(State of Incorporation)	(I.R.S. Employer Identification No.)

1303 East Algonquin Road, Schaumburg, Illinois 60196

(Address of principal executive offices)

(847) 576-5000

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, $.01 Par Value per Share	New York Stock Exchange Chicago Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x	Accelerated filer  ¨	Non-accelerated filer  ¨	Smaller reporting company  ¨
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨     No  x

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of July 3, 2010 (the last business day of the Registrant’s most recently completed second quarter) was approximately $15.1 billion.

The number of shares of the registrant’s Common Stock, $.01 par value per share, outstanding as of January 31, 2011 was 336,710,130.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement to be delivered to stockholders in connection with its Annual Meeting of Stockholders to be held on May 2, 2011, are incorporated by reference into Part III.

Table of Contents

	Page
PART I		1
Item 1. Business		1
General		2
Enterprise Mobility Solutions Segment		2
Mobile Devices Segment		8
Home Segment		8
Other Information		10
Financial Information About Segments		10
Customers		10
Research and Development		10
Patents and Trademarks		10
Environmental Quality		10
Employees		11
Financial Information About Geographic Areas		11
Available Information		11
Item 1A. Risk Factors		12
Item 1B. Unresolved Staff Comments		26
Item 2. Properties		26
Item 3. Legal Proceedings		26
Item 4. Submission of Matters to a Vote of Security Holders		30
Executive Officers of the Registrant		30
PART II		32
Item  5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		32
Item 6. Selected Financial Data		33
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		34
Item 7A. Quantitative and Qualitative Disclosures About Market Risk		66
Item 8. Financial Statements and Supplementary Data		68
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		122
Item 9A. Controls and Procedures		122
Item 9B. Other Information		124
PART III		124
Item 10. Directors, Executive Officers and Corporate Governance		124
Item 11. Executive Compensation		124
Item  12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		124
Item 13. Certain Relationships and Related Transactions, and Director Independence		124
Item 14. Principal Accounting Fees and Services		124
PART IV		125
Item 15. Exhibits and Financial Statement Schedules		125
15(a)(1) Financial Statements		125
15(a)(2) Financial Statement Schedule and Independent Auditors’ Report		125
15(a)(3) Exhibits		125

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PART I

Throughout this 10-K report we “incorporate by reference” certain information in parts of other documents filed with the Securities and Exchange Commission (the “SEC”). The SEC allows us to disclose important information by referring to it in that manner. Please refer to such information.

We are making forward-looking statements in this report. In “Item 1A: Risk Factors” we discuss some of the risk factors that could cause actual results to differ materially from those stated in the forward-looking statements.

“Motorola Solutions” (which may be referred to as the “Company,” “we,” “us,” or “our”) means Motorola Solutions, Inc. or Motorola Solutions, Inc. and its subsidiaries, or one of our segments, as the context requires. Prior to January 4, 2011, the Company’s name was Motorola, Inc. MOTOROLA, MOTO, MOTOROLA SOLUTIONS and the Stylized M Logo, as well as iDEN are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license.

Item 1: Business

Motorola Mobility Separation

On July 1, 2010, an initial registration statement on Form 10 was filed with the U.S. Securities and Exchange Commission (“SEC”) in connection with the Company’s separation into two independent, publicly traded companies. Amendments to the initial registration statement were filed on August 31, 2010, October 8, 2010, November 12, 2010 and November 30, 2010. On December 1, 2010, the SEC granted effectiveness to the Form 10.

On January 4, 2011 (the “Distribution Date”), the separation of Motorola Mobility Holdings, Inc. (“Motorola Mobility”) from Motorola Solutions (the “Separation”) was completed. Motorola Mobility is now an independent public company trading under the symbol “MMI” on the New York Stock Exchange. On January 4, 2011, the Company’s stockholders of record as of the close of business on December 21, 2010 (the “Record Date”) received one (1) share of Motorola Mobility common stock for each eight (8) shares of Motorola, Inc. common stock held as of the Record Date (the “Distribution”). The Separation was completed pursuant to an Amended and Restated Master Separation and Distribution Agreement, effective as of July 31, 2010, among Motorola, Inc., Motorola Mobility and Motorola Mobility, Inc. All consolidated per share information presented does not give effect to the Distribution.

After the Distribution Date, the Company does not beneficially own any shares of Motorola Mobility common stock and will not consolidate Motorola Mobility financial results for the purpose of its own financial reporting. The financial information presented in this Form 10-K contains the consolidated position of the Company as of December 31, 2010, which includes the results of Motorola Mobility. Beginning in the first quarter of 2011, the historical financial results of Motorola Mobility will be reflected in the Company’s consolidated financial statements as discontinued operations.

Reverse Stock Split and Name Change

On November 30, 2010, Motorola Solutions announced the timing and details regarding the Separation and the approval of a reverse stock split at a ratio of 1-for-7. Immediately following the Distribution of Motorola Mobility common stock, the Company completed a 1-for-7 reverse stock split (“the Reverse Stock Split”) and changed its name to Motorola Solutions, Inc. All consolidated per share information presented gives effect to the Reverse Stock Split.

Networks Transaction

On July 19, 2010, the Company announced an agreement to sell certain assets and liabilities of its Networks business to Nokia Siemens Networks B.V. (“NSN”) for $1.2 billion in cash (the “Transaction”). The Transaction is expected to close in the first quarter of 2011, subject to the satisfaction of closing conditions, including receipt of regulatory approvals. Based on the terms and conditions of the sale agreement, certain assets including $150 million of accounts receivable, the Company’s iDEN infrastructure business and substantially all the patents related to the Company’s Networks business, are excluded from the Transaction.

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Beginning in the third quarter of 2010, the results of operations of the portions of the Networks business included in the Transaction are reported as discontinued operations. Certain Corporate and general costs which have historically been allocated to the Networks business will remain with the Company after the sale of the Networks business.

The operating results of the Company’s iDEN infrastructure business and certain licensing activity generally related to the Networks business are also now being reported as part of the Enterprise Mobility Solutions segment. The Corporate and general costs which have historically been allocated to the Networks business are allocated to the Enterprise Mobility Solutions segment. Additionally, the results of operations of previously disposed businesses, which were deemed to be immaterial at the time of their disposition, have been reclassified from the Enterprise Mobility Solutions segment to discontinued operations. These businesses include: (i) an Israel-based wireless network operator, (ii) the biometrics business, and (iii) Good Technology. The assets and liabilities of the Networks business which are being sold to NSN, as well as the assets and liabilities of the previously disposed businesses recorded by the Company prior to the closing of the underlying transactions, are reported as assets and liabilities held for sale. All previously reported financial information has been revised to conform to the current presentation.

General

We provide technologies, products, systems and services that make a broad range of mobile experiences possible. Our portfolio included wireless handsets, wireless accessories, digital entertainment devices, set-top boxes and video distribution systems, analog and digital two-way radios, wireless and wireline broadband network products, and end-to-end enterprise mobility products.

Through December 31, 2010, the Company reported financial results for three operating business segments, which comprised of two main business units. Following the Separation of Motorola Mobility on January 4, 2011, only the Enterprise Mobility Solutions segment remains part of the Company.

Motorola Solutions

• The Enterprise Mobility Solutions business designs, manufactures, sells, installs and services analog and digital two-way radios, wireless LAN and security products, voice and data communications products and systems primarily for private networks, wireless broadband systems and end-to-end enterprise mobility solutions.

Motorola Mobility

• The Mobile Devices business designs, manufactures, sells and services wireless handsets, including smartphones, with integrated software and accessory products, and licenses intellectual property.

• The Home business designs, manufactures, sells, installs and services set-top boxes for digital video, Internet Protocol (“IP”) video, satellite and terrestrial broadcast networks, end-to-end digital video and Internet protocol television (“IPTV”) distribution systems, broadband access network infrastructure platforms, and associated data and voice customer premises equipment and associated software solutions to cable television (“TV”) and telecommunication service providers.

Motorola Solutions is a corporation organized under the laws of the State of Delaware as the successor to an Illinois corporation organized in 1928. The Company’s principal executive offices are located at 1303 East Algonquin Road, Schaumburg, Illinois 60196.

Motorola Solutions

Enterprise Mobility Solutions Segment

The Enterprise Mobility Solutions segment (“Enterprise Mobility Solutions” or the “segment”) designs, manufactures, sells, installs and services analog and digital two-way radios, wireless LAN and security products, voice and data communications products and systems primarily for private networks, wireless broadband systems and end-to-end enterprise mobility solutions to a wide range of customers, including government and public safety agencies (which, together with all sales to distributors of two-way communication products, are referred to as the “government and public safety market”), as well as retail, energy and utilities, transportation, manufacturing, healthcare and other commercial customers (which, collectively, are referred to as the “commercial enterprise market”). In 2010, the segment’s net sales represented 41% of the Company’s consolidated net sales, but represent 100% of the Company’s consolidated net sales following the Separation of Motorola Mobility.

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Principal Products and Services

We are a leading provider of business and mission-critical communication products and services for enterprise and government customers. We help our customers be their best in the moments that matter by connecting them to seamless communication networks, applications and services by providing them with real-time information and by providing them with intuitive, rugged handheld devices. We offer an extensive portfolio of advanced networks, services, applications and devices that meet evolving public safety, security and professional and commercial market needs, including products based on TETRA (terrestrial trunked radio), APCO 25 (Association for Public Safety Communications Officials) and DMR (digital mobile radio) standards, as well as integrated digital enhanced network (“iDEN”) technology. The segment also provides products and systems for the advanced exchange of information at the point of business activity. Our products include two-way radio systems and devices, mobile computing products, advanced data capture products including barcode scanners and imagers, radio frequency identification (“RFID”) infrastructure, software management, security tools and wireless infrastructure.

Our products and services are sold stand-alone or as an integrated solution through the Company’s direct sales force and through PartnerEmpower, our independent and authorized distributors, dealers and value-added resellers, independent software vendors, original equipment manufacturers and service operators. Distributors and value-added resellers may provide a service or add components in order to resell our product to end users. Our segment provides systems engineering, installation and other technical and systems management services to meet our customers’ particular needs. The customer may choose to install and maintain the equipment with its own employees, or may obtain installation, service and parts from a network of the segment’s authorized service centers or from other non-Motorola Solutions service centers.

Our Industry

We compete in the mobile segment of the communications industry, providing wireless products and services to government, public safety and enterprise customers.

For customers within our government and public safety market, interoperability and natural disaster preparedness continue to be important issues worldwide. Our extensive portfolio of products includes integration services, equipment and support packages for the major standards-based private network technologies, APCO 25, TETRA and DMR, as well as broadband technologies (Long-Term Evolution (“LTE”), WiMAX and WiFi). Mission-critical communications and homeland security remain high priorities for these customers. We expect customer spending within the government and public safety markets to drive sales growth in 2011.

In 2010, we saw a significant increase in customer spending within our commercial enterprise markets, driven primarily by retail customers. We believe that long-term growth opportunities exist within our commercial enterprise market as the global workforce continues to become more mobile and the industries and markets that purchase our products continue to expand. Our product and service portfolios within the commercial enterprise market include: mobile computing products, enterprise wireless infrastructure, bar code scanning, RFID products, and mobile network management platforms. Organizations looking to increase productivity and derive benefits from mobilizing their applications and workforces are driving adoption in these markets. We expect customer spending within the commercial enterprise markets to drive sales growth in 2011.

Our Strategy

Our Enterprise Mobility Solutions’ strategy is to maintain our position as a market leader in the markets we serve through the continued delivery of mobile products, services and systems that meet our customers’ demand for real-time information everywhere.

Our strategy for our government and public safety market is to enable customers to focus on their missions, not the technology. This is accomplished by being a valued partner to our customers and providing innovative solutions that help them be their best in the moments that matter. This includes mission-critical systems, seamless connectivity through highly reliable voice and data networks, and a suite of advanced applications that provide real-time information to end users. Key objectives in maintaining our leadership position include: (i) developing next-generation public safety equipment including radios, video surveillance and LTE for public safety; (ii) continuing investment in our analog radio portfolio while leading the ongoing migration to digital products; (iii) leveraging our wireless broadband portfolio to drive growth and enter new markets; (iv) managing the potential public/private convergence of 700MHz public safety systems in the U.S. and digital dividend spectrum worldwide; and

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(v) continuing to be a market leader in APCO 25 and TETRA standards-based voice and data networking systems around the world. We continue to actively manage our portfolio, investing to expand into attractive, complementary markets, and divesting non-strategic businesses.

Our strategy for customers in our commercial enterprise market is to deliver the next generation of enterprise mobility to empower the mobile worker, enable real-time asset visibility and engage the smart consumer. We have defined several key areas of innovation, including advanced devices, enhanced information capture, adaptive networking, integrated communications, advanced application services, the connected customer, security and management. We expect to expand the range of devices to more workers so they are connected with a device that is appropriate for their role, leading to enhanced productivity. By providing real-time asset visibility beyond just merchandise, enterprises will be able to further monitor assets and activity and make decisions that increase efficiency and lead to increased sales. To engage and connect with the smarter customer, next generation enterprise mobility will need to continue to deliver products, systems and services that improve relationships and enhance customer experiences.

Customers

Our sales model emphasizes both direct-sales by our in-house sales force and sales through PartnerEmpower, our channel of independent and authorized distributors, dealers and value-added resellers, independent software vendors, original equipment manufacturers and service operators. We believe this dual sales approach allows us to meet customer needs effectively, build strong, lasting relationships and broaden our penetration across various markets. Resellers and distributors each have their own sales organizations that complement and extend our sales organization. With deep expertise about specific customers’ operations, resellers are very effective in promoting sales of the Company’s products. Our independent software vendor and value-added resale channels offer customized applications that meet specific needs in each market we serve.

Our largest customer is the U.S. Government (through its various branches and agencies, including the armed services), which represented approximately 8% of the segment’s net sales in 2010. The loss of this customer could have a material adverse effect on the Company’s revenue and earnings over several quarters, because some of our contracts with the U.S. Government are long-term. All contracts with the U.S. Government are subject to cancellation at the convenience of the U.S. Government. Net sales to customers in North America represented 58% of the segment’s net sales in 2010.

Government contractors, including the Company, are routinely subjected to numerous audits and investigations, which may be either civil or criminal in nature. The consequences of these audits and investigations may include administrative action to suspend business dealings with the contractor and to exclude it from receiving new business. In addition, the Company, like other contractors, reviews aspects of its government contracting operations, and, where appropriate, takes corrective actions and makes voluntary disclosures to the U.S. Government. These audits and investigations could adversely affect the Company’s ability to obtain new business from the U.S. Government.

The Company believes that there remains a large number of businesses and governmental customers globally who have yet to experience the benefits of converged wireless communications, mobility and the Internet. As the worldwide economies, financial markets and business conditions improve, the Company expects to have new opportunities to extend our brand, to market our products and services and to pursue profitable growth.

Competition

The markets in which we operate are highly competitive. Continued evolution in our industry and technological migration is opening up the market to increased competition. Key competitive factors include technology offered; price; availability of vendor financing; product and system performance; product features, quality, availability and warranty; the quality and availability of service; company reputation; relationship with key customers; and time-to-market. We believe we are uniquely positioned in the industry due to our strong customer relationships, our technological leadership and capabilities and our comprehensive range of offerings.

We experience widespread competition from a growing number of new and existing competitors, including: large system integrators, manufacturers of mobile computing devices and manufacturers of products in bar code reading equipment and wireless networks. The segment provides communications and information systems compliant with APCO 25, TETRA and DMR industry digital standards. Major competitors include: Cisco, EADS, EF Johnson, Harris, Honeywell, Intermec and Kenwood.

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Large system integrators are seeking to move further into the government markets. The Company and competitors in this segment may also serve as subcontractors to large system integrators and are selected based on a number of competitive factors and customer requirements. Where favorable to the Company, we may partner with large system integrators to make available our portfolio of advanced mission-critical services, applications and devices.

Several other competitive factors may have an impact on our segment, including: the consolidation among telecommunications equipment providers; evolving developments in the 700 MHz band; increasing encroachment by broadband and IP solution providers; and new low-tier entrants. Numerous companies, including present manufacturers of scanners, lasers, optical instruments, microprocessors, wireless networks, notebook computers, handheld devices and telephonic and other communication devices may have the technical potential to compete with our business. As demand for fully-integrated voice, data, and broadband systems continue, the segment may face additional competition from public telecommunications carriers.

Payment Terms

Payment terms vary worldwide, depending on the arrangement. Generally, contract payment terms range from 30 to 45 days from the invoice date within North America and are typically limited to 90 days in regions outside of North America. A portion of the contracts within our government and public safety customers include implementation milestones, such as delivery, installation and system acceptance, which generally take 30 to 180 days to complete. Invoicing the customer is dependent on completion of the milestone.

We generally do not grant extended payment terms. As required for competitive reasons, we may provide long-term financing in connection with equipment purchases. Financing may cover all or a portion of the purchase price.

Regulatory Matters

The use of wireless voice, data and video communications systems requires radio spectrum, which is regulated by governmental agencies throughout the world. In the U.S., the Federal Communications Commission (“FCC”) and the National Telecommunications and Information Administration (“NTIA”) regulate spectrum use by non-federal entities and federal entities, respectively. Similarly, countries around the world have one or more regulatory bodies that define and implement the rules for use of the radio spectrum, pursuant to their respective national laws and international coordination under the International Telecommunications Union (“ITU”). Consequently, the results of the segment could be positively or negatively affected by the rules and regulations adopted by the FCC, NTIA or regulatory agencies in other countries from time to time. The availability of additional radio spectrum may provide new business opportunities and the loss of available radio spectrum may result in the loss of business opportunities. Regulatory changes in current spectrum bands may also provide opportunities or may require modifications to some of our products so they can continue to be manufactured and marketed.

The segment manufactures and markets products in spectrum bands already made available by regulatory bodies. These include voice and data infrastructure, mobile radios and portable or handheld units. Our products operate both on licensed and unlicensed spectrum. In addition, new spectrum bands and modified regulations provide possible opportunities for new business.

As television transmission and reception technology transitions from analog to more efficient digital modes, various countries around the world are examining, and in some cases already pursuing, the redevelopment of portions of the television spectrum. In the U.S., pursuant to federal legislation, analog television stations ceased operation in the broadcast television spectrum on June 12, 2009. As a result of this transition, 108 MHz of spectrum historically used for broadcast television, now known as the 700MHz band, is being redeveloped and deployed for new uses (the so-called “digital dividend” spectrum), including broadband and narrowband wireless communications. This spectrum can provide new opportunities for the Company and for our competitors. Under rules adopted by the FCC, 24 MHz of the 700 MHz band already allocated by the FCC will support new public safety narrowband and broadband communications systems. Prior to the end of the transition from analog to digital television on June 12, 2009, over 40 public safety customers were already implementing narrowband 700 MHz systems in areas where television incumbency was not an issue. Now that the spectrum is open nationwide, additional agencies have also been deploying narrowband systems and others are in the planning stages.

The FCC is also making provisions for a 700 MHz band nationwide public safety broadband network that may be built over the next 10-15 years. In May 2010, the FCC issued 21 conditional waiver grants to public safety

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agencies around the country to deploy 700 MHz broadband systems. Over 25 additional waiver petitions are pending FCC decisions as of December 2010. Several of the broadband waiver grantees also benefit from federal Broadband Technology Opportunity Policy (“BTOP”) Grant Funds issued by the NTIA during 2010. In 2010, the segment was awarded a $50.6 million BTOP grant to deploy a broadband system in the greater San Francisco Bay area. The segment is also working with a number of customers in other areas who received FCC conditional waivers to use the 700 MHz broadband spectrum. Public safety organizations and the FCC have endorsed the use of Long Term Evolution (LTE) technology, a technology in which the Company is investing, for this broadband network. Legislation was also introduced in Congress in 2010 to allocate additional broadband spectrum to public safety in the 700 MHz band. The legislation must be introduced in the new 2011 Congress. If successful, the legislation would double the broadband MHz spectrum dedicated for public safety.

In addition to these specific actions during 2010 regarding public safety systems, in March 2010, the FCC released its overall National Broadband Plan. The plan’s focus is to promote and enable the build-out and utilization of high-speed broadband infrastructure to benefit a number of key areas, including educational institutions, healthcare facilities, the energy segment, consumers and others. The Department of Energy also issued a request for information regarding Smart Grid communications requirements and additional actions regarding the Smart Grid are expected in the coming year. In April 2010, Canada released rules for public safety use of the 700MHz narrowband spectrum. In November 2010, Canada also released a consultation requesting input on making broadband spectrum available for public safety use in the 700 MHz band. Decisions regarding broadband use in Canada are expected to be released during 2011. Canada has established August 31, 2011 as the date for clearing television operations from 700 MHz spectrum, which should also help open opportunities for mobile systems to deploy in the band. Internationally, the ITU World Radio Conference held in Geneva in November 2007 identified spectrum that could be made available as part of a “digital dividend” as television transitions from analog to digital technology globally. Countries around the world are studying the potential size, timing and use of this potentially available spectrum.

Some of our operations use substances regulated under various federal, state, local and international laws governing the environment and worker health and safety, including those governing the discharge of pollutants into the ground, air and water, the management and disposal of hazardous substances and wastes and the cleanup of contaminated sites. Certain of our products are subject to various federal, state, local and international laws governing chemical substances in electronic products.

Backlog

The segment’s backlog position as of the end of the last two fiscal years was approximately as follows:

December 31, 2010	$	2.6 billion
December 31, 2009	$	2.6 billion

The 2010 order backlog is up slightly and believed to be generally firm. Approximately 77% of that amount is expected to be recognized as revenue during 2011. The forward-looking estimate of the firmness of such orders is subject to future events that may cause the amount recognized to change.

Intellectual Property Matters

Patent protection is extremely important to the segment’s operations. The segment has an extensive U.S. and international portfolio of patents relating to its products, systems, technologies and manufacturing processes, including recent research developments in scanning, information collection, mission critical two-way radio communication, network communications and network management. We have also filed additional patent applications in the U.S. Patent and Trademark Office, as well as in foreign patent offices.

The segment licenses some of its patents to third parties, but this revenue is not significant. The segment is also licensed to use certain patents owned by others. Royalty and licensing fees vary from year to year and are subject to the terms of the agreements and sales volumes of the products subject to licenses.

We actively participate in the development of open standards for interoperable, mission-critical digital two-way radio systems. We have published our technology and licensed patents to signatories of the industry’s two primary memorandums of understanding defined by the Telecommunications Industry Association (“TIA”), Project 25, European Telecommunications Standards Institute (“ETSI”), and TETRA.

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A large portion of the patent portfolio which we owned prior to the Separation was allocated to Motorola Mobility. Each entity will remain licensed to use the entire portfolio in its own products. However, we will not have the right to enforce against others the patents that are owned by Motorola Mobility, and Motorola Mobility will not have the right to enforce against others the patents that are owned by us. Notwithstanding the transfer of patents to Motorola Mobility, the expiration of certain patents and the resulting potential for increased competition for some of our products in the future, we believe that our remaining patent portfolio will continue to provide us with a competitive advantage in our core product areas. Furthermore, we believe we are not dependent upon a single patent or a few patents. Our success depends more upon our proprietary know-how, innovative skills, technical competence and marketing abilities. In addition, because of changing technology, our present intention is not to rely primarily on patents or other intellectual property rights to protect or establish our market position. However, the segment continues to litigate against competitors to enforce its intellectual property rights in certain technologies and has favorably settled one such lawsuit in 2010. For additional information relating to patents, trademarks and research and development activities with respect to this segment, see the discussion under “Other Information.”

Inventory, Raw Materials, Right of Return and Seasonality

The segment’s practice is to carry reasonable amounts of inventory to meet customers’ delivery requirements in a manner consistent with industry standards. The segment provides custom products which require the stocking of inventories and large varieties of piece parts and replacement parts in order to meet delivery and warranty requirements. To the extent suppliers’ product life cycles are shorter than the segment’s, stocking of lifetime buy inventories is required to meet long-term warranty and contractual requirements. In addition, replacement parts are stocked for delivery on customer demand within a short delivery cycle. At the end of 2010, the segment had a higher inventory balance than at the end of 2009, as the Company increased inventory to address worldwide supply shortages and increased lead times on key components.

Availability of materials and components required by the segment is relatively dependable; however, fluctuations in supply and market demand could cause selective shortages and affect results. We currently procure certain materials and components from single-source vendors. A material disruption from a single-source vendor may have a material adverse impact on our results of operations. If certain single-source suppliers were to become capacity constrained or insolvent, it could result in a reduction or interruption in supplies or an increase in the price of supplies and adversely impact the segment’s financial results.

Natural gas, electricity and, to a lesser extent, oil are the primary sources of energy for our manufacturing operations. Each of these resources is currently in adequate supply for the segment’s operations. In addition, the cost to operate our facilities and freight costs are dependent on world oil prices, which increased during 2010 and impacted our manufacturing and shipping costs. Labor is generally available in reasonable proximity to the segment’s manufacturing facilities. However, while not likely, difficulties in obtaining any of the aforementioned resources or a significant cost increase could affect the segment’s results.

Generally, the segment’s contracts do not include a right of return, other than for standard warranty provisions; however, certain distributor partners within the commercial enterprise markets do maintain limited stock rotation rights. For new product introductions, we may enter into milestone contracts providing that the product could be returned if we do not achieve the milestones. Due to buying patterns in the markets we serve, sales tend to be somewhat higher in the fourth quarter.

Our Facilities/Manufacturing

The segment’s primary offices are located in Schaumburg, Illinois and Holtsville, New York. Our other major facilities are located in: Penang, Malaysia; Reynosa, Mexico; Krakow, Poland; and Berlin, Germany. A portion of the segment’s manufacturing is done by a small number of non-affiliated electronics manufacturing suppliers and distribution and logistics services providers, most of which are outside the United States. The segment relies on these third-party providers in order to enhance its ability to lower costs and deliver products that meet consumer demands.

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Motorola Mobility

Mobile Devices Segment

The Mobile Devices segment, which was separated with Motorola Mobility on January 4, 2011, is a provider of mobile devices and related products and services designed to deliver mobile communications, such as voice, messaging, push-to-talk and video, and to deliver mobile Internet access and content, including multimedia, social networking, navigation and other mobile applications. In 2010, the segment’s net sales represented 40% of the Company’s consolidated net sales.

Products

This segment designs, manufactures and sells a broad range of mobile devices encompassing multiple network technologies, form factors (which are the physical look and mechanical function of a device), capabilities, price points and geographies. The segment’s product portfolio of mobile devices includes smartphones (which are wireless phones with advanced Internet browsing and application capabilities), feature-phones (which are wireless phones with limited internet browsing and application capabilities), voice-centric phones (which are primarily used for calls and text messaging), and media tablet devices (also known as slates) (“media tablets”) that offer enhanced multimedia and functionality to the end user. This segment also provides complementary mobile software, services, and accessories and licenses its portfolio of intellectual property. The segment markets its products globally to mobile network operators and carriers (collectively “wireless carriers”) and consumers through direct sales, retailers, and distributors.

Industry

In 2010, total industry shipments of wireless handsets increased from an economically weakened level in 2009. The smartphone segment grew on an unit basis more than 60% from 2009 to 2010. Mobile device manufacturers compete in a rapidly evolving marketplace. To be successful, manufacturers must consistently innovate and deliver a differentiated product portfolio. This requires extensive intellectual property assets and expertise in the integration of hardware, software and, increasingly, services. Manufacturers must also have strong wireless carrier relationships, global distribution capabilities, a strong brand and the ability to effectively build or work within a growing ecosystem of applications.

Competition

Competitors include traditional mobile device manufacturers as well as new competitors who have entered the market in the last several years. As market demand continues to shift toward smartphones and media tablets, additional competitors may enter the mobile devices market.

The segment experiences intense competition from numerous global competitors such as Nokia, Samsung, LG, Sony-Ericsson, Apple, RIM and HTC. In 2010, these seven manufacturers together held an aggregate market share of approximately 80% of the total mobile devices market. Smartphone manufacturers have benefited from the growing smartphone demand. New competitors are also entering from the traditional computing market. In addition, second-tier vendors are increasing their presence in Asia, as well as expanding into other regions, providing another layer of competition.

In 2010, the segment’s overall market share decreased; however, its share in smartphones increased compared to 2009.

General competitive factors in the market for the segment’s products include: overall quality of user experience; design; time-to-market; brand awareness; technology offered; price; product innovation, features, performance and quality; delivery and warranty; the quality and availability of service; and relationships with key customers.

Home Segment

The Home segment, which was separated with Motorola Mobility on January 4, 2011, is a provider of products and services to cable operators and wireline telecommunications (“telco”) service providers (collectively, “network operators”) that enable the delivery of video, voice and data services to consumers. The segment’s product portfolio primarily includes interactive set-top boxes, end-to-end digital video and Internet Protocol Television

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(“IPTV”) distribution systems, broadband access infrastructure platforms, and associated data and voice customer premises equipment (“CPE”). In 2010, the segment’s net sales represented 19% of the Company’s consolidated net sales.

Products

The segment’s products and services are used by content providers and network operators throughout the delivery network, and consumers in the home.

• The segment provides a broad array of set-top boxes for network operators that support standard definition TV (“SDTV”) and high definition television (“HDTV”) delivery, including set-top boxes with integrated digital video recorder (“DVR”) capability. The segment’s set-top boxes support a variety of delivery architectures including conventional cable TV, IPTV and hybrid IP/conventional environments. The segment also supplies modems and gateways for data over cable service interface specification (“DOCSIS”) 3.0 and Optical Terminal Nodes (“OTNs”) for digital subscriber line (“DSL”) networks and passive optical networks (“PON”).

• The segment’s cable modem termination systems (“CMTS”) for DOCSIS 3.0 networks and its optical headend and network equipment enable network operators to deliver video, data and voice services.

• The segment provides integrated receiver decoders (“IRDs”), multiplexers and transcoders that receive content from the content providers for redistribution over the operators’ networks. The segment also provides encoders for local programming, video-on-demand (“VOD”) servers and multiplexers for placement of advertising streams. The segment’s portfolio includes software that enables the delivery and management of multi-screen experiences across a wide range of cable, telco and wireless platforms. The segment’s products include security solutions used between the headend and the home and device management technology for set-top boxes and modems.

• The segment’s Moving Picture Experts Group (“MPEG”)-compliant SDTV and HDTV video encoding, as well as processing and multiplexing equipment, is used by leading content providers to deliver programming to network operators’ headends and central offices. The segment’s conditional access technology secures the video content during transmission.

Industry

Over the last 15 years, video delivery technology has converted from analog to digital, greatly increasing program choices for consumers and enabling new capabilities such as HDTV, VOD and interactive services. During this period, both traditional cable operators and telcos have expanded their offerings to deliver video, voice and data services (“triple play”).

Providing video, voice and data services to consumers is a highly competitive business and the segment’s customers compete aggressively to provide individual services, triple play packages and even quad play packages, which also include mobile voice and data services. The competitive environment is driving operators to enhance and expand service offerings by adding more high definition (“HD”) channels, three dimensional television (“3D-TV”), increasing data speeds, mobile data services and providing new experiences that bridge conventional TV and Internet services.

In 2010, while there was some economic recovery from the 2009 adverse macroeconomic conditions, demand had not yet returned to pre-2009 levels.

Competition

The segment’s set-top boxes and cable and wireline infrastructure equipment products compete in highly competitive global markets. The segment has a broad array of competitors including those with whom it competes across multiple product categories and those who are focused on products in a portion of the segment’s portfolio. The rapid technology changes occurring in the markets in which this segment competes may lead to the entry of new competitors. General competitive factors in the market for the segment’s products and systems include: technology; product and system performance; price; time-to-market; product features; quality; delivery and availability. Currently, the segment’s primary competitors include Cisco, Pace and Arris.

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The cable industry had a long history of protecting the video content transmitted over its network by using a conditional access system that was integrated into the set-top box. The FCC passed regulations that took effect in 2007 requiring separation of security functionality from the set-top box. These regulations enable competitors to sell set-top boxes to cable operators and enable retail distribution of TVs and other devices that are capable of accessing encrypted cable programming through use of a cable operator-supplied security module. Several major cable operators support a full two-way security interface, which allows consumers with such a retail device to access all programming available on the operator’s network without the need for an operator-provided set-top box. As a result, the segment faces competition from several new manufacturers which are able to supply set-top boxes to operators, and, to a lesser extent, from consumer electronics manufacturers which sell directly through retail.

Other Information

Financial Information About Segments.    The response to this section of Item 1 incorporates by reference Note 12, “Information by Segment and Geographic Region,” of Part II, Item 8: Financial Statements and Supplementary Data of this document.

Customers.    The Company has several large customers, the loss of one or more of which could have a material adverse effect on the Company. In 2010, aggregate net sales to the Company’s five largest customers represented approximately 32% of the Company’s sales. During 2010 and 2009, approximately 18% and 10%, respectively of net sales were to one customer, Verizon Communications Inc. (including Verizon Wireless), which was a customer of Motorola Mobility. Approximately 3% of the Company’s aggregate net sales in 2010 were to various branches and agencies of the U.S. Government, including the armed services. Net sales in 2010 to the U.S. Government represented approximately 8% of the Enterprise Mobility Solutions segment’s net sales in 2010, which is the only remaining segment after the Separation of Motorola Mobility.

Research and Development.    The Company’s business segments participate in very competitive industries with constant changes in technology. Throughout its history, the Company has relied, and continues to rely, primarily on its research and development (“R&D”) programs for the development of new products, and on its production engineering capabilities for the improvement of existing products. Management believes, looking forward, that the Company’s commitment to R&D programs should allow its continuing Enterprise Mobility Solutions segment to remain competitive.

R&D expenditures relating to new product development or product improvement were $2.5 billion in 2010, compared to $2.6 billion in 2009 and $3.4 billion in 2008. R&D expenditures decreased 3% in 2010 as compared to 2009, after decreasing 24% in 2009 as compared to 2008. The Company continues to believe that a strong commitment to research and development is required to drive long-term growth. As of December 31, 2010, approximately 21,000 professional employees were engaged in such R&D activities for the Company and approximately 8,000 professional employees were engaged in R&D activities in our continuing Enterprise Mobility Solutions segment.

Patents and Trademarks. The Company seeks to obtain patents and trademarks to protect our proprietary position whenever possible and practical. As of December 31, 2010, the Company and its wholly owned subsidiaries, including Motorola Mobility, owned approximately 10,117 patents in the U.S. and 13,732 patents in foreign countries. As of December 31, 2010, the Company and its wholly owned subsidiaries had approximately 3,746 U.S. patent applications pending and 7,048 foreign patent applications pending. These foreign patents and patent applications are mostly counterparts of the Company’s U.S. patents, but a number result from research conducted outside the U.S. and are originally filed in the country of origin. During 2010, the Company and its wholly owned subsidiaries were granted 721 U.S. patents. Following the Separation of Motorola Mobility on January 4, 2011, the Company and its wholly owned subsidiaries owned approximately 3,572 patents in the U.S. and 3,113 patents in foreign countries and had approximately 1,342 U.S. patent applications pending and approximately 1,957 foreign patent applications pending. Many of the patents owned by the Company are used in its operations or licensed for use by others, and the Company is licensed to use certain patents owned by others. Royalty and licensing fees vary from year to year and are subject to the terms of the agreements and sales volumes of the products subject to licenses.

Environmental Quality.    During 2010, compliance with federal, state and local laws regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, did not have a material effect on capital expenditures, earnings or the competitive position of the Company.

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Employees.    At December 31, 2010, there were approximately 51,000 employees of the Company and its subsidiaries, compared to 53,000 employees of the Company and its subsidiaries at December 31, 2009. Approximately 19,000 employees transferred with Motorola Mobility as part of the Separation on January 4, 2011.

Financial Information About Geographic Areas.    The response to this section of Item 1 incorporates by reference Note 11, “Commitments and Contingencies” and Note 12, “Information by Segment and Geographic Region” of Part II, Item 8: Financial Statements and Supplementary Data of this document, the “Results of Operations—2010 Compared to 2009” and “Results of Operations—2009 Compared to 2008” sections of Part II, “Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 1A: Risk Factors” of this document.

Available Information

We make available free of charge through our website, www.motorolasolutions.com/investor, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, other reports filed under the Securities Exchange Act of 1934 (“Exchange Act”) and all amendments to those reports simultaneously or as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”). Our reports are also available free of charge on the SEC’s website, www.sec.gov. Also available free of charge on our website are the following corporate governance documents:

• Motorola Solutions, Inc. Restated Certificate of Incorporation

• Motorola Solutions, Inc. Amended and Restated Bylaws

• Motorola Solutions, Inc. Board Governance Guidelines

• Motorola Solutions, Inc. Director Independence Guidelines

• Principles of Conduct for Members of the Motorola Solutions, Inc. Board of Directors

• Motorola Solutions Code of Business Conduct, which is applicable to all Motorola Solutions employees, including the principal executive officers, the principal financial officer and the controller (principal accounting officer)

• Audit and Legal Committee Charter

• Compensation and Leadership Committee Charter

• Governance and Nominating Committee Charter

All of our reports and corporate governance documents may also be obtained without charge by contacting Investor Relations, Motorola Solutions, Inc., Corporate Offices, 1303 East Algonquin Road, Schaumburg, Illinois 60196, E-mail: investors@motorolasolutions.com. Our Annual Report on Form 10-K and Definitive Proxy Statement may also be requested in hardcopy by clicking on “Printed Materials” at www.motorolasolutions.com/investor. Our Internet website and the information contained therein or incorporated therein are not intended to be incorporated into this Annual Report on Form 10-K.

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Item 1A: Risk Factors

We wish to caution the reader that the following important risk factors, and those risk factors described elsewhere in this report or in our other Securities and Exchange Commission filings, could cause our actual results to differ materially from those stated in forward-looking statements contained in this document and elsewhere. These risks are not presented in order of importance or probability of occurrence.

We are at risk that the sale of the majority of our Networks infrastructure assets is further delayed or does not close.

We face risks and uncertainties related to the sale of a majority of our Networks infrastructure assets to Nokia Siemens Networks B.V. (“NSN”), which includes: (i) our ability to satisfy the conditions to closing, including (a) receipt of China antitrust approval, (b) the absence of any judgment, writ or order preventing the sale or other legal proceeding which is likely to render it impossible or unlawful to consummate the sale, and (c) the absence of a material adverse effect on the assets being sold by us; (ii) each company having the ability to consummate the transaction; (iii) the impact on our performance and financial results deriving from the benefits from this transaction; and (iv) the expected timeline for completing the transaction. The closing of such sale has been delayed beyond our initial expectations due to a delay in receipt of China antitrust approval. In addition, we are currently engaged in litigation with Huawei, a Chinese competitor of our Networks business, who filed for a preliminary injunction seeking to enjoin the transfer of certain product lines, employees, and its confidential information to NSN in connection with the sale of our Networks business. We are currently subject to a temporary restraining order which prohibits the transfer of Huawei confidential information to NSN and are waiting on the courts ruling on the preliminary injunction motion. There can be no assurance that the sale will be completed. If the sale is not completed as currently contemplated it may impact our ability to execute on our long-term strategic plan.

There are various other uncertainties and risks relating to this proposed sale that could have, and in some cases have had, a negative impact on our business operations, operating results or assets, including: (i) the distraction of management and disruption of operations; (ii) difficulties in recruiting and retaining employees in the Networks business; (iii) perceived uncertainties as to our future direction that have a negative impact on our relationships with our customers, suppliers, vendors and partners and resulting in the loss of business opportunities; (iv) interference by certain competitors with certain customers, and (v) the process of completing the sale has been time consuming and expensive.

Our financial results have been and could further be negatively impacted if sales of our Networks infrastructure equipment continue to decline in response to our agreement to sell the majority of our Networks infrastructure assets.

We have experienced declines in the sale of certain of our Networks infrastructure equipment as a result of the announcement of our agreement to sell the majority of our Networks infrastructure assets to NSN. Our future financial results could be further negatively impacted if sales of our Networks infrastructure equipment continue to decline in response to our pending sale. We expect to operate the Networks business until the closing of the sale to NSN and the Company’s financial results could be further negatively impacted if sales are not at expected levels due to perceived uncertainty as a result of the pending sale.

The uncertainty of current economic and political conditions makes budgeting and forecasting very difficult and may reduce demand for our products.

Current conditions in the domestic and world economies remain uncertain. This is particularly true of U.S. governmental customers’ budgetary conditions. As a result of global economic conditions, U.S. unemployment levels and ongoing political conflicts in the Middle East and elsewhere have created many economic and political uncertainties that have impacted worldwide markets. As a result, it is difficult to estimate changes in various parts of the U.S. and world economy, including the markets in which we participate. Because all components of our budgeting and forecasting are dependent upon estimates of demand for our products, the prevailing economic uncertainties render estimates of future income and expenditures difficult.

We have engineering resources in Israel that could be disrupted as a result of hostilities in the region. We also sell our products and services throughout the Middle East and demand for our products and services could be negatively impacted by political conflicts and hostilities in this region. The potential for future unrest, terrorist

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attacks, increased global conflicts and the escalation of existing conflicts has created worldwide uncertainties that have negatively impacted, and may continue to negatively impact, demand for certain of our products.

We continue to face a number of risks related to current global economic conditions, including adverse credit conditions, low economic growth, risk of sovereign defaults and high levels of unemployment.

Global economic conditions and financial markets continue to be challenging to the government and enterprise communications market, as many economies and financial markets remain in a recession resulting from a number of factors, including adverse credit conditions, low economic growth rates, risk of sovereign defaults, particularly in certain European countries, continuing high rates of unemployment, reduced corporate capital spending and other factors. Economic growth in the U.S. and many other countries has remained very low and the length of time these adverse economic conditions may persist are unknown. These global economic conditions have impacted and could continue to impact our business in a number of ways, including:

• Potential Deferment or Cancellation of Purchases and Orders by Customers: Uncertainty about current and future global economic conditions may cause, and in some cases has caused businesses and governments to defer or cancel purchases in response to tighter credit and decreased cash availability and declining consumer confidence. If future demand for our products declines due to global economic conditions, it will negatively impact our financial results.

• Customers’ Inability to Obtain Financing to Make Purchases from Motorola Solutions and/or Maintain Their Business: Some of our customers require substantial financing, including public financing or government grants, in order to fund their operations and make purchases from us. The inability of these customers to obtain sufficient credit or other funds to finance purchases of our products and/or meet their payment obligations to us could have, and in some cases has had, a negative impact on our financial results. In addition, if global economic conditions result in insolvencies for our customers, it will negatively impact our financial results.

• Requests by Customers for Vendor Financing by Motorola Solutions: Certain of the Company’s customers, particularly, but not limited to, those who purchase large infrastructure systems, request that their suppliers provide financing in connection with equipment purchases. In response to limited availability of financing from banks and other lenders, these types of requests have increased in volume and scope. Motorola Solutions, particularly in its Networks business, has continued to provide financing in light of these requests and a continuation of the credit market dislocation could force us to choose between further increasing our level of vendor financing or potentially losing sales to these customers.

• Negative Impact from Increased Financial Pressures on Third-Party Dealers, Distributors and Retailers: We make sales in certain regions through third-party dealers, distributors and retailers. Although many of these third parties have significant operations and maintain access to available credit, others are smaller and more likely to be impacted by the significant decrease in available credit that resulted from the financial crisis and continues today. If credit pressures or other financial difficulties result in insolvency for important third parties and we are unable to successfully transition end-customers to purchase our products from other third parties or from us directly, it may cause, and in some cases has caused, a negative impact on our financial results.

• Negative Impact from Increased Financial Pressures on Key Suppliers: Our ability to meet customers’ demands depends, in part, on our ability to obtain timely and adequate delivery of quality materials, parts and components from our suppliers. Certain of our components are available only from a single source or limited sources. If certain single-source or limited-source suppliers were to become capacity constrained or insolvent, it could result in a reduction or interruption in supplies or an increase in the price of supplies and negatively impact our financial results. In addition, credit constraints at single-source suppliers have resulted in accelerated payment of accounts payable by us, impacting our cash flow. If this trend continues, it will negatively impact our cash flow.

• Increased Risk of Financial Counterparty Failures Could Negatively Impact our Financial Position: The Company uses derivative financial instruments to reduce its overall exposure to the effects of currency fluctuations on cash flows. The Company is exposed to credit loss in the event of nonperformance by the counterparties to these derivative financial instruments. Although the contracts are distributed among several

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leading financial institutions, all of whom presently have investment grade credit ratings, the default by one or more counterparty could have a material adverse impact on our financial statements.

• Returns on Pension and Retirement Plan Assets and Interest Rate Changes Could Affect Our Earnings and Cash Flow in Future Periods: The funding position of our pension plans is affected by the performance of the financial markets, particularly the equity markets, and the interest rates used to calculate our pension obligations for funding and expense purposes.

Annual pension contributions are determined under government regulations and determined based upon our pension funding status, interest rates, and other factors. If the financial markets perform poorly, we could be required to make additional large contributions. The equity markets can be volatile, and therefore our estimate of future contribution requirements can change dramatically in relatively short periods of time. Similarly, changes in interest rates can affect our contribution requirements. In a low interest rate environment, the likelihood of higher contributions in the future increases.

Following the sale of our Networks infrastructure assets we will retain certain promissory notes and other obligations relating to vendor financing, but will no longer have a customer/vendor relationship with the borrowers, which may put us at increased risk for defaults.

Certain of the customers of our Networks business who purchase large infrastructure systems request that their suppliers provide financing in connection with equipment purchases. We will retain any promissory notes or other obligations related to such vendor financing that was consummated up to the closing of the sale of our Networks business. As of December 31, 2010, the outstanding amount was approximately $235 million. As we will no longer have a customer/vendor relationship with the borrowers following the sale we could be at increased risk of a default by such customers, as they may choose to pay their current vendors before they pay us. In addition, a majority of these customers operate in the Middle East and could be negatively impacted by political unrest in this region.

The Company’s credit rating could impact our ability to access the capital markets.

The Company is rated middle triple B by two of the three national rating agencies and low triple B, under review for upgrade, by the third rating agency. Any downward changes by the rating agencies to our credit rating may negatively impact the value and liquidity of both our debt and equity securities. Under certain circumstances, if our credit ratings are downgraded or other negative action is taken, an increase in the interest rate payable by us under our revolving credit facility could result. In addition, a downgrade in our credit ratings could limit our ability to: access the debt markets; provide performance bonds, bid bonds, standby letters of credit and surety bonds; hedge foreign exchange risk; fund our foreign affiliates; and sell receivables. A downgrade in our credit rating could also result in less favorable trade terms with suppliers. In addition, any downgrades in our credit ratings may affect our ability to obtain additional financing in the future and may affect the terms of any such financing. Any future disruptions, uncertainty or volatility in the capital markets may result in higher funding costs for the Company and adversely affect our ability to access funds and other credit related products.

Our success depends in part on our timely introduction of new products and technologies and our results can be impacted by the effectiveness of our significant investments in new products and technologies.

The markets for our products are characterized by rapidly changing technologies and evolving industry standards. We face intense competition in these markets and new products are expensive to develop and bring to market. Our success depends, in substantial part, on the timely and successful introduction of new products and upgrades of current products to comply with emerging industry standards and to address competing technological and product developments carried out by our competitors. The research and development of new, technologically-advanced products is a complex and uncertain process requiring high levels of innovation and investment, as well as the accurate anticipation of technology and market trends. Many of our products and systems are complex and we may experience delays in completing development and introducing new products or technologies in the future. We may focus our resources on technologies that do not become widely accepted or are not commercially viable. In addition, our products may contain defects or errors that are detected only after deployment. If our products are not competitive or do not work properly, our business will suffer.

Our results are subject to risks related to our significant investment in developing and introducing new products, such as integrated digital radios and integrated public safety systems. These risks include: (i) difficulties

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and delays in the development, production, testing and marketing of products; (ii) customer acceptance of products; (iii) the development of, approval of, and compliance with industry standards; (iv) the significant amount of resources we must devote to the development of new technologies; and (v) the ability to differentiate our products and compete with other companies in the same markets.

We are exposed to risks under large multi-year system contracts that may negatively impact our business.

We enter into large multi-year system contracts with large municipal, state and nation-wide government customers. This exposes us to risks, including: (i) the technological risks of such contracts, especially when the contracts involve new technology, and (ii) financial risks under these contracts, including the estimates inherent in projecting costs associated with large contracts and the related impact on operating results. We are also facing increasing competition from traditional system integrators and the defense industry as system contracts become larger and more complicated. Political developments also can impact the nature and timing of these large contracts. In addition, multi-year awards from governmental customers may often only receive partial funding initially. The termination of funding for a government program would result in a loss of anticipated future revenue attributable to that program, which could have an adverse impact on our profitability.

In addition, we are increasingly being asked by our government customers to provide managed services, which require that we partner with other systems providers, often through the formation of a multi-year joint venture, to design, construct, manage and operate a public-safety system. Such public-private partnerships may require us to assume the risk and agree to specific performance metrics that meet the customer’s requirement for network availability, reliability, maintenance and support. In certain cases if these performance metrics are not met we may not be paid. Depending on the nature of such projects, which are referred to as build-own-operate (“BOO”) and in some cases maintain (“BOOM”) or transfer (“BOOT”), we may be unable to recognize revenue from the sale of equipment for a period of time, which may be several years. Such BOO, BOOM and BOOT arrangements shift risk to us and may result in an adverse impact on our profitability if we are unable to meet the requirements of such contracts.

A portion of our business is dependent upon U.S. Government contracts and grants, which are highly regulated and subject to oversight audits by U.S. Government representatives and subject to cancellations. Such audits could result in adverse findings and negatively impact our business.

Our government business is subject to specific procurement regulations with numerous compliance requirements. These requirements, although customary in U.S. Government contracting, increase our performance and compliance costs. These costs may increase in the future, thereby reducing our margins, which could have an adverse effect our on our financial condition. Failure to comply with these regulations could lead to suspension or debarment from U.S. Government contracting or subcontracting for a period of time, and the inability to receive future grants. Among the causes for debarment are violations of various laws, including those related to procurement integrity, export control, U.S. Government security regulations, employment practices, protection of the environment, accuracy of records, proper recording of costs, and foreign corruption.

Generally, U.S. Government contracts and grants are subject to oversight audits by U.S. Government representatives. Such audits could result in adjustments to our contracts or grants. Any costs found to be improperly allocated to a specific contract or grant may not be allowed, and such costs already reimbursed may have to be refunded. Future audits and adjustments, if required, may materially reduce our revenues or profits upon completion and final negotiation of audits. Negative audit findings could also result in investigations, termination of a contract or grant, forfeiture of profits or reimbursements, suspension of payments, fines and suspension or prohibition from doing business with the U.S. Government. All contracts with the U.S. Government are subject to cancellation at the convenience of the U.S. Government.

We derive a portion of our revenue from government customers who award business through competitive bidding which can involve significant upfront costs and risks. This effort may not result in awards of business or we may fail to accurately estimate the costs to fulfill contracts awarded to us, which could have adverse consequences on our future profitability.

Some government customers award business through a competitive bidding process, which results in greater competition and increased pricing pressure. The competitive bidding process involves significant cost and managerial time to prepare bids for contracts that may not be awarded to us. Even if we are awarded contracts, we

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may fail to accurately estimate the resources and costs required to fulfill a contract, which could negatively impact the profitability of any contract award to us. In addition, following any contract award, we may experience significant expense or delay, contract modification or contract rescission as a result of customer delay or our competitors protesting or challenging contracts awarded to us in competitive bidding.

Government regulation of radio frequencies may limit the growth of public safety broadband systems or reduce barriers to entry for new competitors.

Radio frequencies are required to provide wireless services. The allocation of frequencies is regulated in the U.S. and other countries and limited spectrum space is allocated to wireless services and specifically to public safety users. The growth of public safety broadband communications systems may be affected: (i) by regulations relating to the access to allocated spectrum for public safety users, (ii) if adequate frequencies are not allocated, or (iii) if new technologies are not developed to better utilize the frequencies currently allocated for such use. Industry growth may also be affected by new licenses fees required to use frequencies.

The U.S. leads the world in spectrum deregulation, allowing new wireless communications technologies to be developed and offered for sale. Examples include wireless local area network systems, such as WiFi, mesh technologies and wide area network systems, such as WiMAX and LTE. Other countries have also deregulated portions of their available spectrum to allow deployment of these and other technologies. Deregulation may introduce new competition and new opportunities for the Company.

The U.S. is currently contemplating allocating the 10 MHz in the 700 MHz spectrum block—the so-called D block spectrum—to public safety. Alternatively the D block spectrum may be auctioned to commercial carriers, as has been advocated by the Federal Communications Commission (“FCC”). Failure to allocate the D block spectrum to public safety could negatively impact our ability to provide next generation public safety communications systems in the U.S. and, as a result, negatively impact our business.

Our customers and suppliers are located throughout the world and, as a result, we face risks that other companies that are not global may not face.

Our customers and suppliers are located throughout the world and more than 40% of our revenue is generated by customers outside the U.S. In addition, we have a number of manufacturing, research and development, administrative and sales facilities outside the U.S. and more than 50% of our employees are employed outside the U.S. Most of our suppliers’ operations are outside the U.S. and most of our products are manufactured outside the U.S.

As with all companies that have sizeable sales and operations outside the U.S., we are exposed to risks that could negatively impact sales or profitability, including but not limited to: (i) import/export regulations, tariffs, trade barriers and trade disputes, customs classifications and certifications, including but not limited to changes in classifications or errors or omissions related to such classifications and certifications; (ii) changes in U.S. and non-U.S. rules related to trade, environmental, health and safety, technical standards and consumer protection; (iii) longer payment cycles; (iv) tax issues, such as tax law changes, variations in tax laws from country to country and as compared to the U.S., obligations under tax incentive agreements, difficulties in repatriating cash generated or held abroad in a tax-efficient manner and difficulties in securing local country approvals for cash repatriations; (v) currency fluctuations, particularly in the Chinese Renminbi, Euro, Malaysian Ringgit and the British Pound; (vi) foreign exchange regulations, which may limit the Company’s ability to convert or repatriate foreign currency; (vii) challenges in collecting accounts receivable; (viii) cultural and language differences; (ix) employment regulations and local labor conditions; (x) difficulties protecting IP in foreign countries; (xi) instability in economic or political conditions, including inflation, recession and actual or anticipated military or political conflicts; (xii) natural disasters; (xiii) public health issues or outbreaks; (xiv) changes in laws or regulations that negatively impact benefits being received by the Company; (xv) the impact of each of the foregoing on our outsourcing and procurement arrangements; and (xvi) litigation in foreign court systems and foreign administrative proceedings.

Many of our products that are manufactured outside the U.S. are manufactured in Asia (primarily Malaysia) and Latin America (primarily Mexico). If manufacturing in these regions is disrupted, our overall capacity could be significantly reduced and sales or profitability could be negatively impacted. Furthermore, the legal system in China is still developing and this and other legal systems around the world are subject to change. Accordingly, our operations and orders for products in China could be negatively impacted by changes to, or interpretation of, Chinese law.

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We also have a presence in emerging markets such as India. We face additional challenges in emerging markets, including creating demand for our products and the negative impact of changes in the laws, or the interpretation of the laws, in those countries.

We also are subject to risks that our operations outside the U.S. could be conducted by our employees, contractors, representatives or agents in ways that violate the Foreign Corrupt Practices Act or other similar anti-bribery laws. While we have policies and procedures to comply with these laws, our employees, contractors, representatives and agents may take actions that violate our policies. Any such violations could have a negative impact on our business. Moreover, we face additional risks that our anti-bribery policy and procedures may be violated by third party sales representatives or other agents that help sell our products or provide other services, because such representatives or agents are not our employees and it may be more difficult to oversee their conduct.

Changes in our operations or sales outside the U.S. markets could result in lost benefits in impacted countries and increase our cost of doing business.

The Company has entered into various agreements with non-U.S. governments, agencies or similar organizations under which the Company receives certain benefits relating to its operations and/or sales in the jurisdiction. If the Company’s circumstances change and operations or sales are not at levels originally anticipated, including as a result of obligations undertaken prior to the Separation of Motorola Mobility which cannot be fulfilled, the Company may be at risk of having to reimburse benefits already granted, and losing some or all of these benefits and increasing our cost of doing business.

Changes in our effective tax rate may have a negative impact on earnings.

We are subject to income taxes in the U.S. and numerous foreign tax jurisdictions. Our effective tax rate may be negatively impacted by changes in the mix of earnings taxable in jurisdictions with different statutory tax rates, changes in tax laws and accounting principles, changes in the valuation of our deferred tax assets and liabilities, failure to meet commitments under tax incentive agreements, discovery of new information during the course of tax return preparation, increases in nondeductible expenses, or difficulties in repatriating cash held abroad in a tax-efficient manner.

Tax audits may also negatively impact our effective tax rate. We are subject to continued examination of our income tax returns, and tax authorities may disagree with our tax positions and assess additional tax. We regularly evaluate the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. There can be no assurance that the outcomes from these continuing examinations will not have a negative impact on future operating results.

If the quality of our products does not meet our customers’ expectations, then our sales and operating earnings, and ultimately our reputation, could be negatively impacted.

Some of the products we sell may have quality issues resulting from the design or manufacture of the product, or from the software used in the product. Sometimes, these issues may be caused by components we purchase from other manufacturers or suppliers. Often these issues are identified prior to the shipment of the products and may cause delays in shipping products to customers, or even the cancellation of orders by customers. Sometimes, we discover quality issues in the products after they have been shipped to our customers, requiring us to resolve such issues in a timely manner that is the least disruptive to our customers. Such pre-shipment and post-shipment quality issues can have legal and financial ramifications, including: delays in the recognition of revenue, loss of revenue or future orders, customer-imposed penalties on us for failure to meet contractual requirements, increased costs associated with repairing or replacing products, and a negative impact on our goodwill and brand name reputation.

In some cases, if the quality issue affects the product’s safety or regulatory compliance, then such a “defective” product may need to be recalled. Depending on the nature of the defect and the number of products in the field, it could cause the Company to incur substantial recall costs, in addition to the costs associated with the potential loss of future orders and the damage to the Company’s goodwill or brand reputation. In addition, the Company may be required, under certain customer contracts, to pay damages for failed performance that might exceed the revenue that the Company receives from the contracts. In certain jurisdictions when contracting with the government no limitation to liability is permitted by law. Recalls involving regulatory agencies could also result in fines and additional costs. Finally, recalls could result in third-party litigation by persons alleging harm, resulting from the use of the products.

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Many of our components and products are designed or manufactured by third parties and if such third-parties lack sufficient quality control or if there are significant changes in the financial or business condition of such third-parties, it may have a negative impact on our business.

We rely on third-parties to design or manufacture many of our components and finished products. We could have difficulties fulfilling our orders and our sales and profits could decline if (i) we are not able to engage such manufacturers with the capabilities or capacities required by our business, (ii) such third parties lack sufficient quality control and fail to deliver quality components or products on time and at reasonable prices, (iii) if there are significant changes in the financial or business condition of such third parties.

We utilize the services of subcontractors to perform under many of our contracts and the inability of our subcontractors to perform could cause our products or services to be produced or delivered in an untimely or unsatisfactory manner.

We engage subcontractors on many of our contracts. We may have disputes with our subcontractors, including disputes regarding the quality and timeliness of work performed by the subcontractor. Our subcontractors may not be able to acquire or maintain the quality of the materials, components, subsystems and services they supply, which might result in greater product returns, service problems and warranty claims and could harm our business, financial condition and results of operations.

Failure of our suppliers to use acceptable ethical business practices could negatively impact our business.

It is our policy to require our suppliers to operate in compliance with applicable laws, rules and regulations regarding working conditions, employment practices, environmental compliance and trademark and copyright licensing. However, we do not control their labor and other business practices. If one of our suppliers violates labor or other laws or implements labor or other business practices that are regarded as unethical, the shipment of finished products to us could be interrupted, orders could be canceled, relationships could be terminated and our reputation could be damaged. If one of our suppliers fails to procure necessary license rights to trademarks, copyrights or patents, legal action could be taken against us that could impact the salability of our inventory and expose us to financial obligations to a third party. Any of these events could have a negative impact on our sales and results of operations.

Our success is dependent, in part, upon our ability to form successful strategic alliances. If these arrangements do not develop as expected, our business may be negatively impacted.

We currently partner with industry leaders and other large organizations to meet customer product and service requirements and to develop innovative advances in design and technology. Some of our partnerships allow us to supplement internal manufacturing capacity and share the cost of developing next-generation technologies. Other partnerships allow us to offer more services and features to our customers. However, such arrangements carry an element of risk because, in many cases, we must compete in some business areas with a company with which we have a partnership and, at the same time, cooperate with that company in other business areas. If such arrangements do not develop as expected, our business could be negatively impacted.

We rely on third-party distributors, representatives and retailers to sell certain of our products.

In addition to our own sales force, we offer our products through a variety of third-party distributors, representatives and retailers. Our distributors or representatives may also market other products that compete with our products. The loss, termination or failure of one or more of our distributors or representatives to effectively promote our products, or changes in the financial or business condition of these distributors, representatives or retailers, could affect our ability to bring products to market.

Our future operating results depend on our ability to purchase a sufficient amount of materials, parts and components to meet the demands of our customers and any reduction or interruption in supplies or significant increase in the price of supplies could have a negative impact on our business.

Our ability to meet customers’ demands depends, in part, on our ability to obtain timely and adequate delivery of quality materials, parts and components from our suppliers. If demand for our products increases from our current expectations, we could experience shortages. We have experienced shortages in the past that have negatively impacted our operations. Although we work closely with our suppliers to avoid shortages, there can be no assurance that we will not encounter shortages in the future or that such shortages will not negatively impact our operations.

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Furthermore, certain of our components are available only from a single source or limited sources. We may not be able to diversify sources in a timely manner. A reduction or interruption in supplies or a significant increase in the price of supplies could have a negative impact on our business. In addition, our current contractual arrangements with certain suppliers may be cancelled or not extended by such suppliers and, therefore, not afford the Company with sufficient protection against a reduction or interruption in supplies. Moreover, in the event any of these single source or limited source suppliers breach their contracts with us, our legal remedies associated with such a breach may be insufficient to compensate the Company for any damages we may suffer.

We face many risks relating to intellectual property rights.

Our business will be harmed if: (i) we, our customers and/or our suppliers are found to have infringed intellectual property rights of third parties, (ii) the intellectual property indemnities in our supplier agreements are inadequate to cover damages and losses due to infringement of third-party intellectual property rights by supplier products, (iii) we are required to provide broad intellectual property indemnities to our customers, (iv) our intellectual property protection is inadequate to protect our proprietary rights, or (v) our competitors negotiate significantly more favorable terms for licensed intellectual property. We may be harmed if we are forced to make publicly available, under the relevant open-source licenses, certain internally developed software-related intellectual property as a result of either our use of open-source software code or the use of third-party software that contains open-source code.

Because our products are comprised of complex technology, much of which we acquire from suppliers through the purchase of components or licensing of software, we are often involved in or impacted by assertions, including both requests for licenses and litigation, regarding patent and other intellectual property rights. Third parties have asserted, and in the future may assert, intellectual property infringement claims against us and against our customers and suppliers. These assertions against the Company, and its customers and suppliers have been increasing as the complexity of our products have increased. While many of these claims were directed at our former Mobile Devices and Home businesses, we still retain risk of such claims including with respect to actions filed against us prior to the Distribution of Motorola Mobility which crossed our respective businesses. Many of these assertions are brought by non-practicing entities whose principle business model is to secure patent licensing-based revenue from product manufacturing companies. The patentees often make broad and sweeping claims regarding the applicability of their patents to our products, seeking a percentage of sales as licenses fees, seeking injunctions to pressure us into taking a license, or a combination thereof. Defending claims may be expensive and divert the time and efforts of our management and employees. Increasingly, third parties have sought broad injunctive relief which could limit our ability to sell our products in the U.S. or elsewhere with intellectual property subject to the claims. If we do not succeed in any such litigation, we could be required to expend significant resources to pay damages, develop non-infringing intellectual property or to obtain licenses to the intellectual property that is the subject of such litigation, each of which could have a negative impact on our financial results. However, we cannot be certain that any such licenses, if available at all, will be available to us on commercially reasonable terms. In some cases, we might be forced to stop delivering certain products if we or our customer or supplier are subject to a final injunction.

We attempt to negotiate favorable intellectual property indemnities with our suppliers for infringement of third-party intellectual property rights. However, there is no assurance that we will be successful in our negotiations or that a supplier’s indemnity will cover all damages and losses suffered by us and our customers due to the infringing products or that a supplier will choose to accept a license or modify or replace its products with non-infringing products which would otherwise mitigate such damages and losses. Further, the Company may not be able to participate in intellectual property litigation involving a supplier and may not be able to influence any ultimate resolution or outcome that may negatively impact our sales if a court enters an injunction that enjoins the supplier’s products or if the International Trade Commission issues an exclusionary order that blocks our products from importation into the U.S. The frequency with which intellectual property disputes involving our suppliers have resulted in our involvement in International Trade Commission proceedings has increased. These proceedings are costly and entail the risk that we will be subjected to a ban on the importation of our products into the U.S. solely as a result of our use of a supplier’s components.

In addition, our customers increasingly demand that we indemnify them broadly from all damages and losses resulting from intellectual property litigation against them.

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Our patent and other intellectual property rights are important competitive tools and may generate income under license agreements. We regard our intellectual property as proprietary and attempt to protect them with patents, copyrights, trademarks, trade secret laws, confidentiality agreements and other methods. We also generally restrict access to and distribution of our proprietary information. Despite these precautions, it may be possible for a third party to obtain and use our proprietary information or develop similar technology independently. In addition, effective patent, copyright, trademark and trade secret protection may be unavailable or limited in certain foreign countries. Unauthorized use of our intellectual property rights by third parties and the cost of any litigation necessary to enforce our intellectual property rights could have a negative impact on our business.

As we expand our business, including through acquisitions, and compete with new competitors in new markets, the breadth and strength of our intellectual property portfolio in those new areas may not be as developed as in our longer-standing businesses. This may expose us to a heightened risk of litigation and other challenges from competitors in these new markets. Further, competitors may be able to negotiate significantly more favorable terms for licensed intellectual property than we are able to, which puts them at a competitive advantage.

While the businesses that are a part of Motorola Solutions have historically experienced lower intellectual property-related risks than have other businesses that were transferred with Motorola Mobility, as the products of Motorola Solutions become more like the products of those other businesses, through the adoption of industry-standard technologies, for instance, the intellectual property-related risks experienced by Motorola Solutions may increase.

We may continue to make strategic acquisitions of other companies or businesses and these acquisitions introduce significant risks and uncertainties, including risks related to integrating the acquired businesses and achieving benefits from the acquisitions.

In order to position ourselves to take advantage of growth opportunities, we have made, and may continue to make, strategic acquisitions that involve significant risks and uncertainties. These risks and uncertainties include: (i) the difficulty in integrating newly-acquired businesses and operations in an efficient and effective manner; (ii) the challenges in achieving strategic objectives, cost savings and other benefits from acquisitions; (iii) the risk that our markets do not evolve as anticipated and that the technologies acquired do not prove to be those needed to be successful in those markets; (iv) the potential loss of key employees of the acquired businesses; (v) the risk of diverting the attention of senior management from our operations; (vi) the risks of entering new markets in which we have limited experience; (vii) risks associated with integrating financial reporting and internal control systems; (viii) difficulties in expanding information technology systems and other business processes to accommodate the acquired businesses; and (ix) future impairments of goodwill of an acquired business.

Acquisition candidates in the industries in which we participate may carry higher relative valuations (based on their earnings) than we do. This is particularly evident in software and services businesses. Acquiring a business that has a higher valuation than Motorola Solutions may be dilutive to our earnings, especially if the acquired business has little or no revenue. In addition, we may not pursue opportunities that are highly dilutive to near-term earnings and have, in the past, foregone certain of these acquisitions.

Key employees of acquired businesses may receive substantial value in connection with a transaction in the form of change-in-control agreements, acceleration of stock options and the lifting of restrictions on other equity- based compensation rights. To retain such employees and integrate the acquired business, we may offer additional retention incentives, but it may still be difficult to retain certain key employees.

We may be required to record additional goodwill or other long-lived asset impairment charges, which could result in an additional significant charge to earnings.

Under generally accepted accounting principles, we review our long-lived assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is tested for impairment at least annually. Factors that may be considered in assessing whether goodwill or intangible assets may not be recoverable include a decline in the Company’s stock price or market capitalization, reduced estimates of future cash flows and slower growth rates in our industry. No goodwill or long-lived assets impairment charges were recorded during 2010 or 2009. During 2008, the Company recorded goodwill impairment charges of $1.6 billion. The goodwill impairment charges resulted from lower asset values in the overall market and the impact of the

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macroenvironment on the Company’s near-term forecasts. Declines in the Company’s stock price or reductions in the Company’s future cash flow estimates and future operating results may require the Company to record significant additional goodwill or other long-lived asset impairment charges in our financial statements in future periods, which could negatively impact our financial results.

It may be difficult for us to recruit and retain the types of engineers and other highly-skilled employees that are necessary to remain competitive.

Competition for key technical personnel in high-technology industries is intense. We believe that our future success depends in large part on our continued ability to hire, assimilate, retain and leverage the skills of qualified engineers and other highly-skilled personnel needed to develop successful new products. We may not be as successful as our competitors at recruiting, assimilating, retaining and utilizing these highly-skilled personnel.

Our success depends in part upon our ability to attract, retain and prepare succession plans for senior management and key employees.

The performance of our CEO, senior management and other key employees is critical to our success. If we are unable to retain talented, highly qualified senior management and other key employees or attract them when needed, it could negatively impact the Company. We rely on the experience of our senior management, who have specific knowledge relating to us and our industry that is difficult to replace and competition for management with experience in the communications industry is intense. A loss of the CEO, a member of senior management or key employee particularly to a competitor could also place us at a competitive disadvantage. Further, if we fail to adequately plan for the succession of our CEO, senior management and other key employees, the Company could be negatively impacted.

The unfavorable outcome of any pending or future litigation or administrative action could negatively impact the Company.

Our financial results could be negatively impacted by unfavorable outcomes to any pending or future litigation or administrative actions, including those related to the Foreign Corrupt Practices Act and other anti-bribery laws. See “Item 3—Legal Proceedings.” There can be no assurances as to the favorable outcome of any litigation. In addition, it can be very costly to defend litigation and these costs could negatively impact our financial results.

It is important that we are able to obtain many different types of insurance, and if we are not able to obtain insurance we are forced to retain the risk.

The Company has many types of insurance coverage and also self-insures for some risks and obligations. While the cost and availability of most insurance is stable, there are still certain types and levels of insurance that remain difficult to obtain. Natural disasters and certain risks arising from securities claims and public liability are potential self-insured events that could negatively impact our financial results. In addition, while we maintain insurance for certain risks, the amount of our insurance coverage may not be adequate to cover all claims or liabilities, and we may be forced to bear substantial costs from an accident, incident or claim.

We are subject to a wide range of product regulatory and safety, consumer, worker safety and environmental laws.

Our operations and the products we manufacture and/or sell are subject to a wide range of global laws. Compliance with existing or future laws could subject us to future costs or liabilities, impact our production capabilities, constrict our ability to sell, expand or acquire facilities, and generally impact our financial performance. Some of these laws relate to the use, disposal, clean up of, and exposure to certain substances. In the United States, laws often require parties to fund remedial studies or actions regardless of fault and often times in response to action or omissions that were legal at the time they occurred. The Company continues to incur disposal costs and has ongoing remediation obligations. Changes to U.S. environmental laws or our discovery of additional obligations under these laws could have a negative impact on our financial performance.

Laws focused on: the energy efficiency of electronic products and accessories; recycling of both electronic products and packaging; reducing or eliminating certain hazardous substances in electronic products; and the transportation of batteries continue to expand significantly. Laws pertaining to accessibility features of electronic products, standardization of connectors and power supplies, the transportation of lithium-ion batteries and other aspects are also proliferating.

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These laws impact our products and negatively affects our competitive ability to manufacture and sell products. We expect these trends to continue. In addition, we anticipate increased demand to meet voluntary criteria related to reduction or elimination of certain constituents from products, increasing energy efficiency, and providing additional accessibility.

We may be unable to obtain a sufficient supply of components and parts that are free of minerals mined from the Democratic Republic of Congo and adjoining countries, which could result in a shortage of such components and parts or reputational damages if we are unable to certify that our products are free of such minerals.

The Dodd-Frank Wall Street Reform and Consumer Protection Act included disclosure requirements regarding the use of “conflict” minerals mined from the Democratic Republic of Congo and adjoining countries (“DRC”) and procedures regarding a manufacturer’s efforts to prevent the sourcing of such “conflict” minerals. While final rules implementing these requirements are not expected from the SEC until April 2011, the implementation of these requirements may limit the pool of suppliers who can provide us DRC Conflict Free components and parts, and we cannot assure you that we will be able to obtain products in sufficient quantities that meet the DRC Conflict Free designation as proposed by the requirements. Also, since our supply chain is complex, we may face reputational challenges with our customers, other stockholders and the activist community if we are unable to sufficiently verify the origins for the defined “conflict” metals used in our products.

Changes in government policies and laws, funding or economic conditions may negatively impact our financial results.

Our results may be affected by changes in trade, monetary and fiscal policies, laws and regulations, or other activities of U.S. and non-U.S. governments, agencies and similar organizations. In particular, the financial results of our government business may be negatively impacted by any decreases in the level of government funding, including availability of grants, for public safety projects. Our results may also be affected by social and economic conditions, which impact our operations, including in emerging markets in Asia, India, Latin America and Eastern Europe, and in markets subject to ongoing political hostilities and war, including the Middle East.

We rely on complex information technology systems and networks to operate our business. Any significant system or network disruption could have a negative impact on our operations, sales and operating results.

We rely on the efficient and uninterrupted operation of complex information technology systems and networks, some of which are within the Company and some are outsourced. All information technology systems are potentially vulnerable to damage or interruption from a variety of sources, including but not limited to computer viruses, security breach, energy blackouts, natural disasters, terrorism, war and telecommunication failures. There also may be system or network disruptions if new or upgraded business management systems are defective or are not installed properly. We have implemented various measures to manage our risks related to system and network disruptions, but a system failure or security breach could negatively impact our operations and financial results. In addition, we may incur additional costs to remedy the damages caused by these disruptions or security breaches.

Our share price has been and may continue to be volatile.

Our share price has been volatile due, in part, to generally volatile securities markets, the volatility in the telecommunications and technology companies’ securities markets in particular and the Distribution of Motorola Mobility. Factors other than our financial results that may affect our share price include, but are not limited to, market expectations of our performance, spending plans of our customers and the level of perceived growth in the industries in which we participate.

We have a large cost overhang resulting from the Distribution of Motorola Mobility and must take additional cost-reduction actions. Our ability to complete these actions and the impact of such actions on our business beyond those already taken may be limited by a variety of factors. The cost-reduction actions, in turn, may expose us to additional production risk and have a negative impact on our sales, profitability and ability to attract and retain employees.

The Distribution of Motorola Mobility has resulted in costs that were formerly allocated to Motorola Mobility being absorbed by Motorola Solutions. The majority of the overhang costs have been or are planned to be eliminated from Motorola Solutions through cost reduction activities.

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The impact of these cost-reduction actions on our sales and profitability may be influenced by many factors, including, but not limited to: (i) our ability to successfully complete these ongoing efforts; (ii) our ability to generate the level of cost savings we expect or that are necessary to enable us to effectively compete; (iii) delays in implementation of anticipated workforce reductions in highly-regulated locations outside the United States, particularly in Europe and Asia; (iv) decline in employee morale and the potential inability to meet operational targets due to the loss of employees; and (v) our ability to retain or recruit key employees.

As part of the Distribution of Motorola Mobility we have consolidated or exited certain facilities and our products are designed and manufactured in fewer facilities than in the past. While we have business continuity and risk management plans in place in case capacity is significantly reduced or eliminated at a given facility, the reduced number of alternative facilities could cause the duration of any manufacturing disruption to be longer. As a result, we could have difficulties fulfilling our orders and our sales and profits could decline.

Following the Distribution of Motorola Mobility we are a smaller, more focused company and may be more susceptible to market fluctuations, other adverse events, increased costs and less favorable purchasing terms.

As a large company we were able to enjoy certain benefits from operating diversity and purchasing leverage. Following the Distribution of Motorola Mobility we are a smaller company and operate in more focused industries. As a result there is a risk that we may be more susceptible to market fluctuations and other adverse events than we would have otherwise been were we still a part of a larger and more operationally diverse company. In particular, we are more susceptible to reductions in government and corporate spending as a result of our focus on government and enterprise customers. We may also experience increased costs and less favorable terms as a result of our inability to continue to leverage the purchasing spend of our former Mobile Devices and Home businesses. Prior to the Distribution of Motorola Mobility we negotiated favorable pricing terms with many of our suppliers, some of which have volume-based pricing. In the future, as we establish new pricing terms, our reduced volume demand could negatively impact future pricing from suppliers. All of these outcomes may result in our products being more costly to manufacture and less competitive. Although we cannot predict the extent of any such increased costs, it is possible that such costs could have a negative impact on our business and results of operations.

Motorola Mobility did not assume any of the liabilities associated with our existing public market debt, any of the U.S. pension liabilities, a majority of our non-U.S. pension plans or certain corporate litigation matters and we continue to bear all of the risk for these liabilities following liabilities Separation of Motorola Mobility.

We contributed $3.2 billion of cash and cash equivalents to capitalize Motorola Mobility at the time of the Separation and have an obligation to fund an additional $300 million, upon receipt of cash distributions as a result of future capital reductions of an overseas subsidiary. We remain liable for all of our existing public market debt, all of the U.S. pension liabilities, the majority of our non-U.S. pension liabilities and certain corporate litigation matters and Motorola Mobility did not provide us with any indemnification for these matters. Although we cannot fully predict the extent of these liabilities, it is possible that they could be significant and could have a negative impact on our business and results of operations.

Following the Distribution of Motorola Mobility, a larger percentage of our cash and cash equivalents are held outside of the United States and we could be subject to repatriation delays and costs which could reduce our financial flexibility.

A substantial percentage of the cash and cash equivalents that we contributed to Motorola Mobility were paid in the United States, which reduced the amount of our U.S. cash and cash equivalents and, therefore, increased the percentage of cash and cash equivalents held by the Company or its subsidiaries in other countries when compared to the pre-Separation levels. While the Company regularly repatriates funds with minimal adverse financial impact, repatriation of some of the funds has been and could continue to be subject to delay for local country approvals and could have potential adverse tax consequences. As a result of having a lower amount of the cash and cash equivalents in the U.S. post the contribution to Motorola Mobility, our financial flexibility is reduced.

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In connection with the Distribution of Motorola Mobility, Motorola Mobility indemnified us for certain liabilities and we indemnified Motorola Mobility for certain liabilities. This indemnity may not be sufficient to insure us against the full amount of the liabilities assumed by Motorola Mobility and Motorola Mobility may be unable to satisfy its indemnification obligations to us in the future.

Pursuant to the Master Separation and Distribution Agreement and certain other agreements with Motorola Mobility, Motorola Mobility agreed to indemnify us for certain liabilities, and we agreed to indemnify Motorola Mobility for certain liabilities, in each case for uncapped amounts. There can be no assurance that the indemnity from Motorola Mobility will be sufficient to protect us against the full amount of such liabilities, or that Motorola Mobility will be able to fully satisfy its indemnification obligations. Third-parties could also seek to hold us responsible for any of the liabilities that Motorola Mobility has agreed to assume. Even if we ultimately succeed in recovering from Motorola Mobility any amounts for which we are held liable, we may be temporarily required to bear these losses ourselves. In addition, indemnities that we may be required to provide Motorola Mobility are not subject to any cap, may be significant and could negatively impact our business. Each of these risks could negatively affect our business, results of operations and financial condition. For more detailed information, see the Amended and Restated Master Separation and Distribution Agreement which was filed as an exhibit to our Form 10-Q for the third quarter 2010.

We no longer own certain logos and other trademarks, trade names and service marks, including MOTOROLA, MOTO, MOTOROLA SOLUTIONS and the Stylized M logo and all derivatives and formatives thereof (“Motorola Marks”) and we license the Motorola Marks from Motorola Mobility. Our joint use of the Motorola Marks could result in product and market confusion and negatively impact our ability to expand our business under the Motorola brand. In addition, if we do not comply with the terms of the license agreement we could lose our rights to the Motorola Marks.

We have a worldwide, perpetual and royalty-free license from Motorola Mobility to use the Motorola Marks as part of our corporate name and in connection with the manufacture, sale, and marketing of our current products and services. The license of the Motorola Marks is important to us because of the reputation of the Motorola brand for our products and services. Although we will continue to be able to use the Motorola Marks in certain fields of use we no longer own the Motorola Marks after the Distribution of Motorola Mobility. There are risks associated with both Motorola Mobility and the Company using the Motorola Marks and with this loss of ownership. Because both Motorola Mobility and the Company will be using the Motorola Marks, confusion could arise in the market, including customer and investor confusion regarding the products offered by and the actions of the two companies. This risk could increase as both Motorola Mobility’s and our products continue to converge. Also, any negative publicity associated with either company in the future could adversely affect the public image of the other. In addition because our license of the Motorola Marks will be limited to products and services within our specified fields of use, we will not be permitted to use the Motorola Marks in other fields of use without the approval of Motorola Mobility. In the event that we desire to expand our business into any other fields of use, we may need to do so with a brand other than Motorola. Developing a brand as well-known and with as much brand equity as Motorola could take considerable time and expense. The risk of needing to develop a second brand increases as Motorola Mobility’s and our products continue to converge and as our business expands into other fields of use. In addition, we could lose our rights to use the Motorola Marks if we do not comply with the terms of the license agreement. Such a loss could negatively affect our business, results of operations and financial condition. Furthermore, Motorola Mobility has the right to license the brand to third parties and either Motorola Mobility or licensed third parties may use the brand in ways that make the brand less attractive for customers of Motorola Solutions, creating increased risk that Motorola Solutions may need to develop an alternate or additional brand.

A change of control of or bankruptcy of Motorola Mobility could result in an incompatible third-party owning the Motorola Marks or the loss of certain rights, including the license.

Since Motorola Mobility owns the Motorola Marks, in the event Motorola Mobility is acquired, the acquiring entity would gain control of the Motorola Marks. Similarly, in the event of a liquidation of Motorola Mobility it is possible that a bankruptcy court would permit the Motorola Marks to be assigned to a third-party. While our right to use the Motorola Marks under our license should continue in our specified field of use in such situations, it is possible that we could be party to a license arrangement with a third-party whose interests are incompatible with ours, thereby potentially making the license arrangement difficult to administer, and increasing the costs and risks

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associated with sharing the Motorola Marks. In addition, there is a risk that, in the event of a bankruptcy of Motorola Mobility, Motorola Mobility or its bankruptcy trustee may attempt to reject the license, or a bankruptcy court may refuse to uphold the license or certain of its terms. Such a loss could negatively affect our business, results of operations and financial condition.

We contributed a significant portfolio of intellectual property rights, including patents, to Motorola Mobility and we are unable to leverage these intellectual property rights as we did prior to the Distribution of Motorola Mobility.

We contributed approximately 17,200 granted patents and approximately 8,000 pending patent applications worldwide to Motorola Mobility in connection with the Distribution. Although we will have a perpetual, royalty free license to these patents and other intellectual property rights, we no longer own them. As a result we will be unable to leverage these intellectual property rights for purposes of generating licensing revenue or entering into favorable licensing arrangements with third parties. As a result we may incur increased license fees or litigation costs. Although we cannot predict the extent of such unanticipated costs, it is possible such costs could negatively impact our financial results. These risks will increase if we are unable to complete the sale of our Networks business.

Some contracts which were assigned from us or our affiliates to Motorola Mobility or its affiliates in connection with the Separation require the consent or involvement of the counterparty to such an assignment, many of which have not yet been obtained. Failure to obtain consents with or a termination of the agreement by any of our large customers or suppliers, or interference by such customers or suppliers with such an assignment, could negatively impact our financial condition and future results of operations.

The Master Separation and Distribution Agreement and various local transfer agreements provide that in connection with the Separation of Motorola Mobility from us, a number of contracts with customers, suppliers, landlords and other third-parties were assigned from us or our affiliates to Motorola Mobility or Motorola Mobility’s affiliates. However, some of these contracts require the contractual counterparty’s consent to such an assignment. Similarly, in some circumstances, our former Mobile Devices and/or Home business and another of our business units were joint beneficiaries of contracts, and Motorola Mobility or we will need to enter into a new agreement with the third-party to replicate the contract or assign the portion of the contract related to our respective businesses. Because of the volume of agreements which require consent to assign, replicate or replace, this process will not be completed for some time. It is possible that some parties may use the requirement of a consent to seek more favorable contractual terms from us or seek to terminate the contract. If we are unable to complete the assignments in a timely manner, we may remain primarily liable for contracts that should have been assigned to Motorola Mobility, may be required to enter into new agreements at significantly less favorable terms or may find our contracts terminated. The failure to complete the assignment of existing contracts, or the negotiation of new agreements, with any of our large customers or key suppliers (including those that are single source or limited source suppliers), or a termination of any of those arrangements, could negatively impact our financial condition and future results of operations.

Completion of the Distribution of Motorola Mobility may not enhance long-term shareholder value.

We completed the Distribution of Motorola Mobility on January 4, 2011. At the time of this distribution, our board and management team, after consultation with independent financial and legal advisors, believed that the Distribution of Motorola Mobility as planned would enhance long-term shareholder value. There can be no assurance, however, that the combined value of our common stock and the common stock of Motorola Mobility will equal or exceed what the value of our common stock would have been in the absence of the Distribution in the long term. The combined value of the common stock of the two companies following the Distribution could be lower than anticipated for a variety of reasons, including, among others, the inability of Motorola Mobility to compete effectively as an independent company, realignment of the stockholder population of both the Company and Motorola Mobility in the period following the Distribution, and changes in market perception of the prospects of the Company and Motorola Mobility as a consequence of the Distribution.

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Item 1B: Unresolved Staff Comments

None.

Item 2: Properties

Motorola Solutions’ principal executive offices are located at 1303 East Algonquin Road, Schaumburg, Illinois 60196. Motorola Solutions also operates manufacturing facilities and sales offices in other U.S. locations and in many other countries. (See “Item 1: Business” for information regarding the location of the major facilities for each of the Company’s business segments.)

As of December 31, 2010, the Company owned 22 facilities (manufacturing, sales, service and office), 12 of which were located in the Americas Region (USA, Canada, Mexico, Central and South America) and 10 of which were located in other countries. As of December 31, 2010, the Company leased 290 facilities, 132 of which were located in the Americas Region and 158 of which were located in other countries. As of December 31, 2010, the Company primarily utilized 9 major facilities for the manufacturing and distribution of its products, and these facilities were located in: Hangzhou and Tianjin, China; Taipei, Taiwan; Chennai, India; Penang, Malaysia; Schaumburg, Illinois; Jaguariuna, Brazil; Reynosa, Mexico; and Berlin, Germany.

Following the Separation of Motorola Mobility, as of January 4, 2011, we utilize 14 owned facilities (manufacturing, sales, service and office), 7 of which are located in the Americas Region (USA, Canada, Mexico, Central and South America) and 7 of which are located in other countries. The Company leases 237 facilities, 107 of which are located in the Americas region and 130 of which are located in other countries. The Company primarily utilizes 3 major facilities for the manufacturing and distribution of its products, and these facilities are located in: Penang, Malaysia; Reynosa, Mexico and Texas.

Motorola Solutions generally considers the productive capacity of the plants operated by each of its business segments to be adequate and sufficient for the requirements of each business group. The extent of utilization of such manufacturing facilities varies from plant to plant and from time to time during the year.

In 2010, a substantial portion of the Company’s products were manufactured in Asia, primarily China, either in our own facilities or in the facilities of others who manufacture and assemble products for the Company. Following the Separation of Motorola Mobility, as of January 4, 2011, the Company has a substantial portion of its products manufactured in our own facilities in Mexico and Malaysia, as well as in facilities of others who manufacture and assemble products for the Company. If manufacturing in either region was disrupted, the Company’s overall productive capacity could be significantly reduced.

Item 3: Legal Proceedings

Howell v. Motorola, Inc., et al.

A class action, Howell v. Motorola, Inc., et al., was filed against Motorola and various of its directors, officers and employees in the United States District Court for the Northern District of Illinois (“Illinois District Court”) on July 21, 2003, alleging breach of fiduciary duty and violations of the Employment Retirement Income Security Act (“ERISA”). The complaint alleged that the defendants had improperly permitted participants in the Motorola 401(k) Plan (the “Plan”) to purchase or hold shares of common stock of Motorola because the price of Motorola’s stock was artificially inflated by a failure to disclose vendor financing to Telsim Mobil Telekomunikasyon Hizmetleri A.S. (“Telsim”) in connection with the sale of telecommunications equipment by Motorola. Telsim had subsequently defaulted on the payment of approximately $2 billion of such vendor financing, approximately half of which the Company has recovered to date. The plaintiff sought to represent a class of participants in the Plan and sought an unspecified amount of damages. On September 30, 2005, the Illinois District Court dismissed the second amended complaint filed on October 15, 2004 (the “Howell Complaint”). Three new purported lead plaintiffs subsequently intervened in the case, and filed a motion for class certification seeking to represent a class of Plan participants. The class as certified includes all Plan participants for whose individual accounts the Plan purchased and/or held shares of Motorola common stock from May 16, 2000 through May 14, 2001, with certain exclusions. The court granted leave to defendants to appeal the class certification and granted leave to lead plaintiff Howell to appeal an earlier dismissal of his individual claim. Each party filed those appeals. On June 17, 2009, the Illinois District Court granted summary judgment in favor of all defendants on all counts. On June 25, 2009, the Seventh Circuit Court of Appeals (the “Seventh Circuit”) dismissed as moot defendants’ class certification appeal and stayed

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Howell’s appeal. On July 14, 2009, plaintiffs appealed the summary judgment decision. By order of the Seventh Circuit on August 17, 2009, Howell’s individual appeal and plaintiffs’ appeal of the summary judgment decision (now cited as Howell v. Motorola, Inc. et al. and Lingis et al. v. Rick Dorazil et al.) were consolidated with Spano et al. v. Boeing Company et al. and Beesley et al. v. International Paper Company for argument and decision. On January 21, 2011, the Seventh Circuit affirmed the Illinois District Court’s summary judgment decision in favor of Motorola and denied Howell’s individual appeal in all respects.

Silverman Federal Securities Lawsuits and Related Derivative Matters

A purported class action lawsuit on behalf of the purchasers of Motorola securities between July 19, 2006 and January 5, 2007, Silverman v. Motorola, Inc., et al., was filed against the Company and certain current and former officers and directors of the Company on August 9, 2007, in the United States District Court for the Northern District of Illinois. The complaint alleges violations of Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934, as well as, in the case of the individual defendants, the control person provisions of the Securities Exchange Act. The factual assertions in the complaint consist primarily of the allegation that the defendants knowingly made incorrect statements concerning Motorola’s projected revenues for the third and fourth quarter of 2006. The complaint seeks unspecified damages and other relief relating to the purported inflation in the price of Motorola shares during the class period. An amended complaint was filed December 20, 2007, and Motorola moved to dismiss that complaint in February 2008. On September 24, 2008, the district court granted this motion in part to dismiss Section 10(b) claims as to two individuals and certain claims related to forward looking statements, among other things, and denied the motion in part. On August 25, 2009, the district court granted plaintiff’s motion for class certification. On March 10, 2010, the district court granted plaintiffs motion to file a second amended complaint which adds allegations concerning Motorola’s accounting and disclosures for certain transactions entered into in the third quarter of 2006.

In addition, on August 24, 2007, two lawsuits were filed as purportedly derivative actions on behalf of Motorola, Williams v. Zander, et al., and Cinotto v. Zander, et al., in the Circuit Court of Cook County, Illinois against the Company and certain of its current and former officers and directors. These complaints make similar factual allegations to those made in the Silverman complaint and assert causes of action for breach of fiduciary duty, abuse of control, gross mismanagement, waste of corporate assets and unjust enrichment. The complaints seek unspecified damages associated with the alleged loss to the Company deriving from the defendants’ actions and demand that Motorola make a number of changes to its internal procedures. An amended complaint was filed on December 14, 2007. On January 27, 2009, Motorola’s motion to dismiss the amended complaint was granted in part and denied in part.

On March 29, 2010, a purported derivative action lawsuit on behalf of Motorola, Goldfein v. Brown, et al., was filed in the United States District Court for the Northern District of Illinois against the company and certain of its current and former officers and directors. The complaint makes substantially similar factual allegations to those made in the Williams v. Zander, et al. and Cinotto v. Zander, et al. derivative actions pending in Illinois state court and asserts causes of action for breaches of fiduciary duty, waste of corporate assets, and unjust enrichment. The complaint seeks unspecified damages and other relief associated with the alleged loss to the Company deriving from the defendants’ actions. On December 10, 2010 the district court granted the Defendants’ motion to dismiss and dismissed the case. Plaintiffs have appealed the dismissal to the United States Court of Appeals for the Seventh Circuit.

St. Lucie County Fire District Firefighters’ Pension Trust Fund Securities Class Action Case and Related Derivative Matter

A purported class action lawsuit , St. Lucie County Fire District Firefighters’ Pension Fund v. Motorola, Inc., et al., was filed against the Company and certain current and former officers and directors of the Company on January 21, 2010, in the United States District Court for the Northern District of Illinois. The complaint was amended on June 11, 2010, and again on December 3, 2010. The alleged class includes purchasers of Motorola securities between October 25, 2007 and January 23, 2008. The complaint alleges violations of Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934, as well as, in the case of the individual defendants, the control person provisions of the Securities Exchange Act. The primary factual allegations are that the defendants knowingly or recklessly made materially misleading statements concerning Motorola’s financial projections and sales demand

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for Motorola phones during the class period. The complaint seeks unspecified damages and other relief relating to the purported inflation in the price of Motorola shares during the class period. Defendants have moved to dismiss the complaint.

On April 2, 2010, Waber v. Dorman, et al,. a purported derivative action on behalf of Motorola against certain of its current and former officers and directors, was filed in the United States District Court for the Northern District of Illinois. The complaint was amended on July 28, 2010. The complaint makes similar factual allegations to those made in the St. Lucie complaint and asserts causes of action for breach of fiduciary duty, abuse of control, gross mismanagement, waste of corporate assets, and unjust enrichment. The Waber complaint seeks unspecified damages associated with the alleged loss to the Company deriving from the defendants’ actions. Defendant’s motion to dismiss the complaint is pending.

Groussman v. Motorola et al. and Orlando v. Motorola et al. ERISA Class Action Cases

Two purported class action lawsuits on behalf of all participants in or beneficiaries of the Motorola 401(k) Plan (the “Plan”) between July 1, 2007 and the present and whose accounts included investments in Motorola stock, Joe M. Groussman v. Motorola, Inc. et al. and Angelo W. Orlando v. Motorola, Inc. et al., were filed against the Company and certain current and former officers, directors, and employees of the Company, the Motorola 401(k) Plan Committee, the Advisory Committee of Motorola and other unnamed defendants on February 10, 2010, in the United States District Court for the Northern District of Illinois. On May 20, 2010, the court ordered the cases to be consolidated. On July 16, 2010, the plaintiffs filed a consolidated amended complaint. The amended complaint added as defendants additional current and former employees, the Compensation and Leadership Committee of Motorola, and the Motorola Retirement Benefits Committee, and deleted the Advisory Committee of Motorola as a defendant. The amended complaint also reduced the class period to run from July 1, 2007 to December 31, 2008. The consolidated amended complaint alleges violations of Sections 404 and 405 of the Employee Retirement Income Security Act of 1974 (“ERISA”). The primary claims in the amended complaint are that, in connection with alleged incorrect statements concerning Motorola’s financial projections and demand for Motorola phones during the class period, various of the defendants failed to prudently and loyally manage the Plan by continuing to offer Motorola stock as a Plan investment option, failed to provide complete and accurate information regarding the performance of Motorola stock to the Plan’s participants and beneficiaries, failed to avoid conflicts of interest, and/or failed to monitor the Plan fiduciaries. The amended complaint seeks unspecified damages and other relief relating to the purported losses to the Plan and individual participant accounts. On September 24, 2010, the Defendants filed a Motion to Dismiss the Amended Complaint. On October 7, 2010, the court dismissed the Retirement Benefits Committee as a defendant. On January 18, 2011, the Court denied Defendants’ Motion to Dismiss the Amended Complaint.

Microsoft Corporation v. Motorola, Inc.

On October 1, 2010, Microsoft Corporation (“Microsoft”) filed complaints against Motorola, Inc. in the International Trade Commission (“ITC”) and the United States District Court for the Western District of Washington (“District Court”) alleging patent infringement based on products manufactured and sold by Motorola, Inc. The ITC matter is entitled In the Matter of Mobile Devices, Associated Software, and Components Thereof (Inv. No. 337-TA-744). On October 6, 2010 and October 12, 2010, Microsoft amended the District Court and ITC complaints, respectively, to add Motorola Mobility, Inc. as a defendant. The complaints, as amended, allege infringement of claims in nine patents based on Motorola, Inc.’s and Motorola Mobility, Inc.’s manufacture and sale of Android-based mobile phones. The ITC complaint seeks exclusion and cease and desist orders. On November 5, 2010, the ITC instituted the investigation. The District Court complaint seeks unspecified monetary damages and injunctive relief.

On November 9, 2010, Microsoft filed a complaint in the United States District Court for the Western District of Washington against Motorola, Inc. and Motorola Mobility, Inc. (the “Motorola Defendants”) alleging that the Motorola Defendants breached a contractual obligation to license certain patents related to 802.11 wireless networking technology and H.264 video coding technology on reasonable and non-discriminatory terms and conditions. The complaint seeks unspecified monetary damages and injunctive relief including a declaration that the Motorola Defendants have not offered royalties to Microsoft under reasonable rates, with reasonable terms and conditions that are demonstrably free of any unfair discrimination.

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In November 2010, Motorola Mobility, Inc. and General Instruments Corporation filed complaints against Microsoft in the ITC and in the U.S. District Courts for the Southern District of Florida, Motorola Mobility, Inc. v. Microsoft Corporation and Motorola Mobility, Inc. and General Instruments Corporation v. Microsoft Corporation, and the Western District of Wisconsin, Motorola Mobility, Inc. and General Instruments Corporation v. Microsoft Corporation. The ITC matter is entitled In the Matter of Certain Gaming and Entertainment Consoles, Related Software, and Components Thereof (Inv. No. 337-TA-752). Among the complaints, Motorola Mobility, Inc. and General Instruments Corporation are asserting infringement of claims in nineteen patents by Microsoft’s PC and Server software, Windows mobile software and Xbox products. The ITC complaint seeks exclusion and cease and desist orders. On December 23, 2010, the ITC instituted the investigation. The District Court complaints seek monetary damages and injunctive relief. In December 2010 and February 2011, Motorola Mobility, Inc. subsequently asserted claims in four additional patents in the Western District of Wisconsin, Motorola Mobility, Inc. v. Microsoft Corporation. Between December 23, 2010 and January 25, 2011, Microsoft filed counterclaims against Motorola Mobility, Inc. in these actions, alleging infringement of a total of fourteen additional Microsoft patents.

Motorola Mobility, Inc. v Apple Inc.

On October 6, 2010, Motorola Mobility, Inc. filed a complaint for patent infringement against Apple Inc. with the ITC. The matter is entitled In the Matter of Certain Wireless Communication Devices, Portable Music and Data Processing Devices, Computers and Components Thereof (Inv. No. 337-TA-745). The complaint alleges that Apple Inc. directly infringes, contributorily infringes and/or induces others to infringe claims of six patents by importing and selling in the United States after importation certain wireless communication devices, portable music and data processing devices, computers, and components thereof without the authorization of Motorola Mobility, Inc. The complaint seeks the institution of an investigation and the issuance of an exclusion order barring from entry into the United States certain products and a cease and desist order prohibiting Apple from importing, marketing and distributing certain products and other related activities. On November 8, 2010, the ITC instituted the investigation.

On October 6, 2010, Motorola Mobility, Inc. filed two complaints for patent infringement against Apple Inc. in Motorola Mobility, Inc. v Apple Inc., in the United States District Court for the Northern District of Illinois (the “Illinois Complaints”). Motorola Mobility, Inc. filed another complaint for patent infringement against Apple Inc. in Motorola Mobility, Inc. v Apple Inc., in the United States District Court for the Southern District of Florida (the “Florida Complaint”). The complaints allege that Apple Inc. directly and/or indirectly infringes eighteen Motorola Mobility patents by making, using, offering for sale and selling in the United States certain products and services. On November 9, 2010, Motorola Mobility, Inc. voluntarily dismissed the Illinois Complaints, which are now being asserted as counterclaims in the actions brought by Apple Inc. below. On November 18, 2010, Apple counterclaimed in the Southern District of Florida, alleging infringement of six Apple patents by Motorola Mobility, Inc.’s manufacture and sale of mobile devices, set-top boxes and digital video recorders.

On October 8, 2010, Motorola Mobility, Inc. filed a complaint for declaratory relief against Apple Inc. and NeXT Software, Inc. in Motorola Mobility, Inc. v. Apple Inc. and NeXT Software, Inc., in the United States District Court for the District of Delaware. The complaint seeks a judgment declaring that Motorola Mobility, Inc. has not infringed, induced the infringement of, or contributed to the infringement of any valid, enforceable claim of twelve patents owned by Apple Inc. and NeXT Software, Inc. On December 2, 2010, Apple asserted these twelve patents against Motorola, Inc. and Motorola Mobility, Inc. in the Western District of Wisconsin, seeking to transfer the Delaware action to Wisconsin.

On October 29, 2010, Apple Inc. filed two complaints for patent infringement against Motorola, Inc. and Motorola Mobility, Inc. in Apple Inc. v. Motorola, Inc. and Motorola Mobility, Inc., in the United States District Court for the Western District of Wisconsin. The complaints allege infringement of six patents by Motorola, Inc. and Motorola Mobility, Inc. The complaints allege that Motorola, Inc. and Motorola Mobility, Inc. directly infringes, contributorily infringes and/or induces others to infringe the patents-in-suit by making, using, offering for sale and selling in the United States certain mobile devices and related software. The complaint seeks unspecified monetary damages and injunctive relief. On November 9, 2010, Motorola Mobility, Inc. filed counterclaims against Apple Inc. to their complaints alleging infringement of twelve Motorola Mobility, Inc. patents originally asserted by Motorola Mobility, Inc. in the Northern District of Illinois as above.

On October 29, 2010, Apple Inc. filed a complaint alleging patent infringement against Motorola, Inc. and Motorola Mobility, Inc. with the United States International Trade Commission. The matter is entitled In the

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Matter of Certain Mobile Devices and Related Software (Inv. No. 337-TA-750). The complaint alleges infringement of three patents by Motorola, Inc. and Motorola Mobility, Inc. The complaint alleges that Motorola, Inc. and Motorola Mobility, Inc. directly infringe, contributorily infringe and/or induce others to infringe the patents-in-suit by manufacturing, marketing and selling in the United States mobile devices, such as smartphones, and associated software, including operating systems, user interfaces, and other application software designed for use on, and loaded onto, such devices. The complaint seeks the and the issuance of an exclusion order barring from entry into the United States certain mobile devices and related software and a cease and desist order prohibiting Motorola from importing, selling, transporting, and other related activities of certain mobile devices and related software. On November 30, 2010, the ITC instituted the investigation.

The Company is a defendant in various other suits, claims and investigations that arise in the normal course of business. In the opinion of management, the ultimate disposition of the Company’s pending legal proceedings will not have a material adverse effect on the Company’s consolidated financial position, liquidity or results of operations. However, an unfavorable resolution could have a material adverse effect on the Company’s consolidated financial position, liquidity or results of operations in the periods in which the matters are ultimately resolved.

Item 4: [Removed and Reserved.]

Executive Officers of the Registrant

Following are the persons who were the executive officers of Motorola Solutions as of February 17, 2011, their ages as of January 1, 2011, their current titles and positions they have held during the last five years:

Gregory Q. Brown; age 50; President and Chief Executive Officer, Motorola Solutions, Inc. since January 4, 2011; Co-Chief Executive Officer, Motorola, Inc. and Chief Executive Officer of Broadband Mobility Solutions from August 2008 to January 2011; President and Chief Executive Officer from January 2008 to August 2008; President and Chief Operating Officer from June 2007 to January 2008; Executive Vice President, President, Networks and Enterprise from June 2006 to June 2007; Executive Vice President and President, Government and Enterprise Mobility Solutions from January 2005 to June 2006.

Michael D. Annes; age 47; Corporate Vice President, Business Development and Ventures, Motorola Solutions, Inc. since January 4, 2011; Corporate Vice President, Business Development and Ventures, Motorola, Inc. from January 2009 to January 2011; Corporate Vice President, Law, Integrated Supply Chain from February 2005 to January 2009.

Michele A. Carlin; age 49; Senior Vice President, Human Resources, Motorola Solutions, Inc. since January 4, 2011; Senior Vice President, Human Resources, Motorola, Inc. from November 2009 to January 2011; Corporate Vice President, Human Resources, Global Rewards and HR Shared Services from July 2008 to October 2009; Vice President, Global Compensation, Benefits & HR Technology, Campbell Soup Company from June 2006 to July 2008; Vice President of HR Rewards & Operations, TIAA-CREF from June 2005 to May 2006.

Eduardo F. Conrado; age 44; Senior Vice President, Chief Marketing Officer, Motorola Solutions, Inc. since January 4, 2011; Senior Vice President and Chief Marketing Officer, Motorola Solutions, Motorola, Inc. from September 2010 to January 2011; Senior Vice President, Chief Marketing Officer, Enterprise Mobility Solutions and Home & Networks business from March 2009 to September 2010; Corporate Vice President, Marketing and Communications, Home and Networks Mobility Business from December 2007 to March 2009; Vice President, Global Marketing and Communications, Networks & Enterprise businesses from January 2006 to December 2007; Vice President, Global Marketing, Public Relations and Industry Analyst Relations for Motorola Networks from October 2005 to January 2006.

Eugene A. Delaney; age 54; Executive Vice President, Product and Business Operations, Enterprise Mobility Solutions, Motorola Solutions, Inc. since January 4, 2011; Executive Vice President, Product and Business Operations, Enterprise Mobility Solutions, Motorola, Inc. from August 2010 to January 2011; Executive Vice President, President, Enterprise Mobility Solutions from January 2009 to August 2010; Senior Vice President, Government and Public Safety from May 2007 to January 2009; Senior Vice President, International Sales Operations, Networks and Enterprise from May 2006 to May 2007; Senior Vice President, International Sales Operations, Government and Enterprise Mobility Solutions from May 2005 to May 2006.

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Edward J. Fitzpatrick; age 44; Senior Vice President, Chief Financial Officer, Motorola Solutions, Inc. since January 4, 2011; Senior Vice President, Chief Financial Officer, Motorola, Inc. from October 2009 to January 2011; Senior Vice President, Corporate Controller and Acting Chief Financial Officer from February 2009 to October 2009; Senior Vice President and Corporate Controller from January 2009 to February 2009; Corporate Vice President, Finance, Home and Networks Mobility from January 2008 to January 2009; Vice President, Finance, Home and Networks Mobility from June 2007 to January 2008; Vice President, Finance and Controller, Networks and Enterprise from April 2006 to June 2007; Vice President, Finance and Controller, Government and Enterprise Mobility Solutions from July 2005 to April 2006.

Leslie M. Jones; age 64; Senior Vice President and Chief Information Officer, Motorola Solutions, Inc. since January 4, 2011; Senior Vice President and Chief Information Officer, Motorola, Inc. from July 2008 to January 2011; Corporate Vice President, Information Technology, Enterprise Mobility Solutions and Home & Networks Mobility segments from June 2007 to June 2008; Deputy Chief Information Officer from July 2005 to May 2007.

Kelly S. Mark; age 39; Corporate Vice President, Strategy and Staff Operations, Motorola Solutions, Inc. since January 4, 2011; Corporate Vice President, Strategy, Motorola Solutions, Motorola, Inc. from September 2010 to January 2011; Vice President, Chief of Staff from January 2008 to September 2010; Operations consultant, Cerberus Capital from October 2008 to December, 2008; Director of Acquisition Integration from September 2004 to September 2008.

Mark F. Moon; age 47; Senior Vice President, Sales and Field Operations, Motorola Solutions, Inc. since January 4, 2011; Senior Vice President, Sales and Field Operations, Motorola Solutions, Motorola, Inc. from August 2010 to January 2011; Senior Vice President, Worldwide Field Operations, Enterprise Mobility Solutions business from April 2009 to August 2010; Senior Vice President, Government and Commercial Markets - Americas, ASTRO Product Management, Enterprise Mobility Solutions Business from January 2008 to April 2009; Senior Vice President, NA and LAC Biometrics, ASTRO, PCR Product Management, Government and Public Safety Business, Enterprise Mobility Solutions Group from July 2007 to January 2008; Senior Vice President, North America Government and Commercial Markets, Networks and Enterprise Business from December 2006 to July 2007; Corporate Vice President, Sales and Distribution, North America Public Safety, Networks and Enterprise Business from May 2006 to December 2006; Corporate Vice President, Sales and Distribution, State and Local Government, Government and Enterprise Mobility Solutions from March 2005 to May 2006.

Lewis A. Steverson; age 47; Senior Vice President, General Counsel and Secretary to the Board, Motorola Solutions, Inc. since January 4, 2011; Senior Vice President and General Counsel, Motorola Solutions, Motorola, Inc., from August 2010 to January 2011; Senior Vice President, Law, Enterprise Mobility Solutions business from April 2010 to August 2010; Corporate Vice President, Law, Broadband Mobility business from May 2007 to April 2010; Corporate Vice President, Law, Networks & Enterprise business from March 2006 to May 2007; Corporate Vice President, Law, Government & Enterprise Mobility Solutions business from April 2005 to March 2006.

Karen P. Tandy; age 57; Senior Vice President, Public Affairs, Motorola Solutions, Inc. since January 4, 2011; Senior Vice President, Public Affairs, Motorola, Inc. from August 2010 to January 2011; Senior Vice President, Public Affairs and Communications from July 2008 to August 2010; Senior Vice President, Global Government Affairs & Public Policy from November 2007 to July 2008; Administrator to the U.S. Drug Enforcement Agency from July 2003 to November 2007.

John K. Wozniak; age 39; Corporate Vice President and Chief Accounting Officer, Motorola Solutions, Inc. since January 4, 2011; Corporate Vice President and Chief Accounting Officer, Motorola, Inc. from November 2009 to January 2011; Vice President and Assistant Controller from March 2008 to November 2009; Senior Director of Technical Accounting and International Controller, Home and Networks Mobility from June 2007 to March 2008; Senior Director of Accounting and Transaction Support, Networks and Enterprise from May 2006 to June 2007; Director of Technical Accounting and External Reporting from October 2005 until May 2006.

The above executive officers will serve as executive officers of Motorola Solutions until the regular meeting of the Board of Directors in May 2011 or until their respective successors shall have been elected. There is no family relationship between any of the executive officers listed above.

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PART II

Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Motorola Solutions common stock is listed on the New York and Chicago Stock Exchanges. The number of stockholders of record of Motorola Solutions common stock on January 31, 2011 was 61,903.

Information regarding securities authorized for issuance under equity compensation plans is incorporated by reference to the information under the caption “Equity Compensation Plan Information” of Motorola Solutions’ Proxy Statement for the 2010 Annual Meeting of Stockholders. The remainder of the response to this Item incorporates by reference Note 16, “Quarterly and Other Financial Data (unaudited)” of the Notes to Consolidated Financial Statements appearing under “Item 8: Financial Statements and Supplementary Data.’’

PERFORMANCE GRAPH

The following graph compares the five-year cumulative total returns of Motorola Solutions, Inc., the S&P 500 Index and the S&P Communications Equipment Index.

This graph assumes $100 was invested in the stock or the Index on December 31, 2005 and also assumes the reinvestment of dividends.

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Item 6: Selected Financial Data

Motorola Solutions, Inc. and Subsidiaries

Five-Year Financial Summary

	Years Ended December 31
(Dollars in millions, except as noted)	2010			2009			2008			2007			2006
Operating Results
Net sales	$	19,282		$	18,147		$	25,109		$	31,369		$	38,034
Costs of sales		12,384			12,406			18,171			22,938			27,100
Gross margin		6,898			5,741			6,938			8,431			10,934
Selling, general and administrative expenses		3,367			3,058			3,912			4,482			3,922
Research and development expenditures		2,530			2,598			3,399			3,566			3,138
Other charges (income)		212			577			2,169			861			(68	)
Operating earnings (loss)		789			(492	)		(2,542	)		(478	)		3,942
Other income (expense):
Interest income (expense), net		(131	)		(132	)		38			71			323
Gains on sales of investments and businesses, net		48			74			76			16			25
Other		(29	)		47			(425	)		35			146
Total other income (expense)		(112	)		(11	)		(311	)		122			494
Earnings (loss) from continuing operations before income taxes		677			(503	)		(2,853	)		(356	)		4,436
Income tax expense (benefit)		406			(159	)		1,584			(316	)		1,336
Earnings (loss) from continuing operations		271			(344	)		(4,437	)		(40	)		3,100
Earnings from discontinued operations, net of tax		379			316			197			5			570
Net earnings (loss)		650			(28	)		(4,240	)		(35	)		3,670
Less: Earnings attributable to noncontrolling interests		17			23			4			14			9
Net earnings (loss) attributable to Motorola Solutions, Inc.	$	633		$	(51	)	$	(4,244	)	$	(49	)	$	3,661
Amounts attributable to Motorola Solutions, Inc. common shareholders
Earnings (loss) from continuing operations, net of tax	$	254		$	(367	)	$	(4,441	)	$	(54	)	$	3,091
Earnings from discontinued operations, net of tax		379			316			197			5			570
Net earnings (loss)	$	633		$	(51	)	$	(4,244	)	$	(49	)	$	3,661
Per Share Data (in dollars)
Diluted earnings (loss) from continuing operations per common share	$	0.75		$	(1.12	)	$	(13.72	)	$	(0.16	)	$	8.64
Diluted earnings (loss) per common share		1.87			(0.16	)		(13.11	)		(0.15	)		10.23
Diluted weighted average common shares outstanding (in millions)		338.1			327.9			323.6			330.4			357.7
Dividends paid per share	$	—		$	0.35		$	1.40		$	1.40		$	1.26
Balance Sheet
Total assets	$	25,577		$	25,603		$	27,869		$	34,812		$	38,593
Long-term debt		2,194			3,365			4,092			3,991			2,704
Total debt		2,799			3,901			4,184			4,323			4,397
Total stockholders’ equity		10,987			9,883			9,595			15,525			17,186
Other Data
Capital expenditures	$	335		$	204		$	408		$	413		$	520
% of sales		1.7	%		1.1	%		1.6	%		1.3	%		1.4	%
Research and development expenditures	$	2,530		$	2,598		$	3,399		$	3,566		$	3,138
% of sales		13.1	%		14.3	%		13.5	%		11.4	%		8.3	%
Year-end employment (in thousands)		51			53			64			66			66

Presentation gives effect to the Reverse Stock Split, which occurred on January 4, 2011.

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Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is a discussion and analysis of our financial position and results of operations for each of the three years in the period ended December 31, 2010, prior to the separation of Motorola Mobility. This commentary should be read in conjunction with our consolidated financial statements and the notes thereto appearing under “Item 8: Financial Statements and Supplementary Data.”

Executive Overview

What businesses are we in?

Through December 31, 2010, the Company reported financial results for three operating business segments, which were comprised of two main business units. Following the Separation of Motorola Mobility on January 4, 2011, only the Enterprise Mobility Solutions segment remains part of the Company.

Motorola Solutions

• The Enterprise Mobility Solutions segment designs, manufactures, sells, installs and services analog and digital two-way radios, wireless LAN and security products, voice and data communications products and systems primarily for private networks, wireless broadband systems and end-to-end enterprise mobility solutions to a wide range of customers, including government and public safety agencies (which, together with all sales to distributors of two-way communication products, are referred to as the “government and public safety market”), as well as retail, energy and utilities, transportation, manufacturing, healthcare and other commercial customers (which, collectively, are referred to as the “commercial enterprise market”). The segment’s net sales in 2010 were $7.9 billion, representing 41% of the Company’s consolidated net sales.

Motorola Mobility

• The Mobile Devices segment designs, manufactures, sells and services wireless mobile devices, including smartphones, with integrated software and accessory products, and licenses intellectual property. The segment’s net sales in 2010 were $7.8 billion, representing 40% of the Company’s consolidated net sales.

• The Home segment designs, manufactures, sells, installs and services set-top boxes for digital video, Internet Protocol (“IP”) video, satellite and terrestrial broadcast networks, end-to-end digital video and Internet protocol television (“IPTV”) distribution systems, broadband access network infrastructure platforms, and associated data and voice customer premises equipment and associated software solutions to cable television (“TV”) and telecommunication service providers. The segment’s net sales in 2010 were $3.6 billion, representing 19% of the Company’s consolidated net sales.

What were our 2010 financial results?

• Our net sales were $19.3 billion in 2010, up 6% compared to net sales of $18.1 billion in 2009.

• We had operating earnings of $789 million in 2010, compared to incurring an operating loss of $492 million in 2009. Operating margin was 4.1% of net sales in 2010, compared to (2.7)% of net sales in 2009.

• We had earnings from continuing operations of $271 million, or $0.75 per diluted common share, in 2010, compared to a loss from continuing operations of $344 million, or $1.12 per diluted common share, in 2009.

• We generated cash from operating activities of $1.5 billion in 2010, compared to using $95 million of cash for operating activities in 2009.

• We increased the aggregate of our: (i) cash and cash equivalents balances, (ii) Sigma Fund and short-term investments, and (iii) long-term Sigma Fund, by $904 million from $8.0 billion as of December 31, 2009 to $8.9 billion as of December 31, 2010. Conversely, we decreased the aggregate of our: (i) notes payable and the current portion of long-term debt, and (ii) long-term debt, by approximately $1.1 billion from $3.9 billion as of December 31, 2009 to $2.8 billion as of December 31, 2010.

What were the financial results for our three operating business segments in 2010?

• In Our Enterprise Mobility Solutions Business: Net sales were $7.9 billion in 2010, an increase of 10% compared to net sales of $7.2 billion in 2009. On a geographic basis, net sales increased in all regions.

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Operating earnings were $949 million in 2010, compared to operating earnings of $736 million in 2009. The increase in operating earnings was primarily due to an increase in gross margin and gross margin percentage, driven by a favorable product mix. Additionally, the segment had lower expenditures as a result of cost-reduction activities, specifically R&D.

• In the Mobile Devices Business: Net sales were $7.8 billion in 2010, an increase of 9% compared to net sales of $7.1 billion in 2009. On a geographic basis, net sales increased in North America, Asia and the Europe, Middle East and Africa region (“EMEA”), partially offset by decreased net sales in Latin America. The segment incurred an operating loss of $76 million in 2010, compared to an operating loss of $1.2 billion in 2009.

• In the Home Business: Net sales were $3.6 billion in 2010, a decrease of 7% compared to net sales of $3.9 billion in 2009. On a geographic basis, net sales decreased in North America, Asia and EMEA and increased in Latin America. The segment had operating earnings of $152 million in 2010, compared to operating earnings of $16 million in 2009.

What were our major challenges and accomplishments in 2010?

• In our Enterprise Mobility Solutions Business: In 2010, sales in the Enterprise Mobility Solutions business were higher than in 2009. This was primarily due to improved demand within the retail markets served, resulting from improved economic conditions. Enterprise Mobility Solutions improved operating margin and generated improved operating cash flow. Additionally, the Enterprise Mobility Solutions business has historically worked to rebalance its portfolio, shedding low margin and non-core businesses. In 2010, the segment divested its Israeli-based wireless networks operator.

During the year, the segment was able to overcome worldwide supply shortages and increased lead times to meet demand for our product. Despite the budget challenges facing many of the U.S. governmental customers, demand for our products and solutions by customers in the government and public safety market increased as compared to 2009. In 2010, the segment’s continued commitment to quality, enhancements to our comprehensive portfolio, and a strong customer base contributed to higher sales to our U.S. governmental customers.

As a result of our continued strong commitment to R&D, the year brought many new enhancements to our product portfolio. We expanded our APX^™ family of products with additional mobile and portable radios, including radios designed for extreme situations and single-band users and the first encrypted mission-critical Bluetooth earpiece, enabling secure communications when paired with our APX portable radios. We also introduced the industry’s first TETRA wideband data capable mobile radio and the world’s smallest single unit data capable base station, offering a cost-effective solution for expanding coverage. We expanded our mobile computing portfolio with the MC65, a compact, rugged enterprise mobile computer with integrated GPS and data capture. The segment introduced the smallest and lightest enterprise mobile computing device in our mobile computing platform, the ES400. The ES400 features a customizable user interface, integrated voice and data capabilities, as well as mobile computing and scanning functionality. We were awarded the first phase of a 700 MHz LTE network for public safety across multiple counties in the San Francisco Bay area. This agreement represents a first step in deploying a unified state-of-the-art private mission-critical broadband multimedia network.

• In the Mobile Devices Business: The wireless handset market grew in 2010 and remained intensely competitive. The growth in the market was driven primarily by increasing demand for smartphones. To address this segment of the handset market, the segment focused on enhancing its smartphone portfolio. During the year, the segment launched 23 smartphones in markets around the world and shipped 13.7 million smartphones compared to two million in 2009. In addition, the segment launched a number of feature phones, including those based on the iDEN technology, and introduced several voice-centric devices to meet specific market requirements, primarily in emerging markets. However, the segment continued to face challenges as it transitioned its product portfolio. From a financial perspective, the Mobile Devices’ sales grew in 2010 compared to 2009, the first year of annual sales growth since 2006. The segment also significantly reduced its operating loss compared to 2009 by shifting its overall product mix to higher margin smartphones from lower margin feature phones, improving supply chain efficiency, and reducing operating expenses.

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• In the Home Business: Weakened macro economic conditions provided some challenges for the industry. Demand for set-top boxes declined year-on-year in the first half of the year followed by modest growth in the second half. To strengthen its product portfolio, the segment made a number of enhancements including advanced set-top boxes, including those which can enable viewing of 3D TV, software solutions that allow operators to manage content across a multi-screen environment, and a multi-media IP hub that gives consumers more control and access to content. In infrastructure, sales grew in 2010 as operators upgraded networks to expand capacity and provide capabilities for advanced services. From a financial perspective, while Home sales declined in 2010 compared to 2009, the segment improved its operating margin by remaining focused on its priority markets, introducing innovative new products, and reducing operating expenses while continuing to invest in future growth opportunities. However, the segment continued to be impacted by economic conditions in the U.S. primarily as a result of the housing market.

Looking Forward

On January 4, 2011, we completed the separation of Motorola Mobility, which included the Mobile Devices and Home segments. Motorola Solutions, which is now comprised solely of our Enterprise Mobility Solutions Segment, has leading positions in both mission critical and business critical communications solutions for government and enterprise customers around the world.

Total sales in our government and public safety market grew 5% in 2010 with growth in every region, demonstrating the resiliency of demand for our products. While government customers may face challenging economic environments, we believe these customers will continue to place a high priority on mission critical communications and technologies that supplement operational efficiency and effectiveness. We anticipate growth in North America as well as in our international government business. We continue to innovate in our radio products and solutions including TETRA, APCO 25 and DRM, and we are working with customers to develop and deploy next generation public safety equipment, including radios, video surveillance and LTE for public safety.

Conditions in our commercial enterprise market improved significantly from 2009, with sales growth of 19% in 2010. Improvements in retail spending resulted in an increased demand trend as many of our customers reinvested in technology to improve supply chain efficiencies, increase productivity of associates and improve end-customer buying experiences. We believe the trend of increased mobile workers, and demand for real-time information will accelerate next-generation enterprise mobile computing and advance data capture solutions. With our prioritized investments in next generation products, comprehensive solutions portfolio, and market leadership, we are well positioned for profitable growth in the commercial enterprise markets.

We are targeting closing the sale of our Networks business to Nokia Siemens Networks B.V. (“NSN”) in the first quarter of 2011, which remains subject to the satisfaction of closing conditions, including receipt of regulatory approvals. This business is reported in discontinued operations. For the iDEN infrastructure business, which we will retain and report in the Enterprise Mobility Solutions Segment, we have negotiated supply agreements with our two primary customers for iDEN support through 2013.

Due to increased demand for products, many electronic manufacturers are experiencing shortages for certain components. We continue to work closely with our suppliers to secure adequate supply. If demand for our products increases from our current expectations, we may experience periodic supply shortages.

We are committed to employing disciplined financial policies, achieving our financial plan, and optimizing our capital structure. We will continue to evaluate opportunities to return capital to shareholders as we further strengthen our balance sheet.

We conduct our business in competitive markets, facing both new and established competitors. The markets for many of our products are characterized by rapidly changing technologies and evolving industry standards. Market disruptions caused by new technologies, the entry of new competitors, consolidations among our customers and competitors, and changes in regulatory requirements, among other matters, can introduce volatility into our businesses. Meeting all of these challenges requires consistent operational planning and execution and investment in technology, resulting in innovative products that meet the needs of our customers globally. As we execute on meeting these objectives, we remain focused on taking the necessary action to design and deliver differentiated and innovative products and services that serve the needs of the government and commercial enterprise markets.

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Results of Operations

	Years Ended December 31
(Dollars in millions, except per share amounts)	2010			% of sales			2009			% of sales			2008			% of sales
Net sales	$	19,282					$	18,147					$	25,109
Costs of sales		12,384			64.2	%		12,406			68.4	%		18,171			72.4	%
Gross margin		6,898			35.8	%		5,741			31.6	%		6,938			27.6	%
Selling, general and administrative expenses		3,367			17.5	%		3,058			16.8	%		3,912			15.6	%
Research and development expenditures		2,530			13.1	%		2,598			14.3	%		3,399			13.5	%
Other charges		212			1.1	%		577			3.2	%		2,169			8.6	%
Operating earnings (loss)		789			4.1	%		(492	)		(2.7	)%		(2,542	)		(10.1	)%
Other income (expense):
Interest income (expense), net		(131	)		(0.7	)%		(132	)		(0.7	)%		38			0.1	%
Gains on sales of investments and businesses, net		48			0.3	%		74			0.4	%		76			0.3	%
Other		(29	)		(0.2	)%		47			0.2	%		(425	)		(1.7	)%
Total other income (expense)		(112	)		(0.6	)%		(11	)		(0.1	)%		(311	)		(1.3	)%
Earnings (loss) from continuing operations before income taxes		677			3.5	%		(503	)		(2.8	)%		(2,853	)		(11.4	)%
Income tax expense (benefit)		406			2.1	%		(159	)		(0.9	)%		1,584			6.3	%
		271			1.4	%		(344	)		(1.9	)%		(4,437	)		(17.7	)%
Less: Earnings attributable to noncontrolling interests		17			0.1	%		23			0.1	%		4			0.0	%
Earnings (loss) from continuing operations*		254			1.3	%		(367	)		(2.0	)%		(4,441	)		(17.7	)%
Earnings from discontinued operations, net of tax		379			2.0	%		316			1.7	%		197			0.8	%
Net earnings (loss)*	$	633			3.3	%	$	(51	)		(0.3	)%	$	(4,244	)		(16.9	)%
Earnings (loss) per diluted common share:
Continuing operations	$	0.75					$	(1.12	)				$	(13.72	)
Discontinued operations		1.12						0.96						0.61
	$	1.87					$	(0.16	)				$	(13.11	)

* Amounts attributable to Motorola Solutions, Inc. common shareholders.

Presentation gives effect to the Reverse Stock Split, which occurred on January 4, 2011.

Geographic market sales measured by the locale of the end customer as a percent of total net sales for 2010, 2009 and 2008 are as follows:

Geographic Market Sales by Locale of End Customer

	2010			2009			2008
United States		58	%		58	%		55	%
Latin America		12	%		13	%		17	%
Asia		12	%		12	%		12	%
Europe		10	%		9	%		11	%
Other Markets		8	%		8	%		5	%
		100	%		100	%		100	%

Results of Operations—2010 Compared to 2009

Net Sales

Net sales were $19.3 billion in 2010, a 6% increase compared to net sales of $18.1 billion in 2009. The increase in net sales reflects: (i) a $688 million, or 10%, increase in net sales in the Enterprise Mobility Solutions segment, and (ii) a $673 million, or 9%, increase in net sales in the Mobile Devices segment, partially offset by a $263 million, or 7%, decrease in net sales in the Home segment. The 10% increase in net sales in the Enterprise

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Mobility Solutions segment reflects a 19% increase in net sales to the commercial enterprise market and a 5% increase in net sales to the government and public safety market. The 9% increase in net revenues in the Mobile Devices segment was primarily driven by a 61% increase in average selling price (“ASP”), partially offset by a 32% decrease in unit shipments. The 7% decrease in net revenues in the Home segment reflects a 12% decrease in net revenues from set-top boxes, partially offset by higher net revenues from video and access infrastructure equipment.

Gross Margin

Gross margin was $6.9 billion, or 35.8% of net sales, in 2010, compared to $5.7 billion, or 31.6% of net sales, in 2009. The increase in gross margin reflects: (i) a significant increase in the Mobile Devices segment, and (ii) increases in the Enterprise Mobility Solutions and Home segments. The increase in gross margin in the Mobile Devices segment was primarily driven by: (i) a favorable product mix, specifically due to increased volume of smartphone devices, (ii) lower excess inventory and other related charges in 2010 than in 2009, and (iii) the 9% increase in net sales. The increase in gross margin in the Enterprise Mobility Solutions segment was primarily driven by the 10% increase in net sales and a favorable product mix. The increase in gross margin in the Home segment was due to a favorable product margin mix across all product lines.

The increase in gross margin as a percentage of net sales in 2010 compared to 2009 reflects an increase in gross margin percentage in all segments. The Company’s overall gross margin as a percentage of net sales is impacted by the proportion of overall net sales generated by its various businesses.

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses increased 10% to $3.4 billion, or 17.5% of net sales, in 2010, compared to $3.1 billion, or 16.8% of net sales, in 2009. The increase in SG&A expenses reflects higher SG&A expenses in all segments, reflecting higher incentive, pension and other benefit expenses across the Company, as well as the segment-specific drivers that follow. The increase in the Enterprise Mobility Solutions segment was primarily due to increased selling and marketing expenses related to the increase in net sales. The increase in the Mobile Devices segment was primarily driven by an increase in marketing expenses. The slight increase in the Home segment was primarily due to a non-recurring charge to settle a legal matter. SG&A expenses as a percentage of net sales increased in all segments.

Research and Development Expenditures

Research and development (“R&D”) expenditures decreased 3% to $2.5 billion, or 13.1% of net sales, in 2010, compared to $2.6 billion, or 14.3% of net sales, in 2009. The decrease in R&D expenditures reflects lower R&D expenditures in the Mobile Devices and Home segments, partially offset by increased R&D expenditures in the Enterprise Mobility Solutions segment. The decreases in R&D expenditures in the Mobile Devices and Home segments are primarily due to savings from cost-reduction initiatives. The increase in R&D expenditures in the Enterprise Mobility Solutions segment was primarily due to developmental engineering expenditures for new product development and investment in next-generation technologies.

R&D expenditures as a percentage of net sales decreased in all segments. The Company participates in very competitive industries with constant changes in technology and, accordingly, the Company continues to believe that a strong commitment to R&D is required to drive long-term growth.

Other Charges

The Company recorded net charges of $212 million in Other charges in 2010, compared to net charges of $577 million in 2009. The charges in 2010 included: (i) $258 million of charges relating to the amortization of intangibles, (ii) $242 million of separation-related transaction costs, and (iii) $100 million of net reorganization of business charges included in Other charges, partially offset by $388 million of gains related to legal settlements and intellectual property reserve adjustments. The charges in 2009 included: (i) $277 million of charges relating to the amortization of intangibles, (ii) $235 million of net reorganization of business charges included in Other charges, (iii) $23 million of charges related to an environmental reserve, and (iv) $42 million of separation-related transaction costs.

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Net Interest Expense

Net interest expense was $131 million in 2010, compared to net interest expense of $132 million in 2009. Net interest expense in 2010 included interest expense of $220 million, partially offset by interest income of $89 million. Net interest expense in 2009 includes interest expense of $211 million, partially offset by interest income of $79 million. The increase in interest expense in 2010 compared to 2009 is primarily attributable to the absence of reversals of interest expense accruals that were no longer needed as a result of the settlement of certain tax audits during 2009, partially offset by increased interest income from long-term receivables.

Gains on Sales of Investments and Businesses

Gains on sales of investments and businesses were $48 million in 2010, compared to a gain of $74 million in 2009. In 2010, the net gain was primarily comprised of a $31 million gain on the sale of a single investment. In 2009, the net gain primarily relates to sales of certain of the Company’s equity investments, of which $32 million of gain was attributed to a single investment.

Other

Net Other expense was $29 million in 2010, compared to net Other income of $47 million in 2009. The net Other expense in 2010 was primarily comprised of: (i) $28 million of investment impairments, (ii) a $17 million foreign currency loss, and (iii) a $12 million loss from the extinguishment of a portion of the Company’s outstanding long-term debt, partially offset by a $11 million gain from Sigma Fund investments. The net income in 2009 was primarily comprised of: (i) $80 million of gains from Sigma Fund investments, and (ii) a $67 million gain related to the extinguishment of a portion of the Company’s outstanding long-term debt, partially offset by: (i) $77 million of other-than-temporary investment impairment charges, and (ii) a $30 million foreign currency loss.

Effective Tax Rate

The Company recorded $406 million of net tax expense in 2010, resulting in an effective tax rate on continuing operations of 60%, compared to $159 million of net tax benefits in 2009, resulting in an effective tax rate of 32%. The Company’s effective tax rate in 2010 was higher than the U.S. statutory tax rate of 35% primarily due to: (i) an increase in the U.S. federal income tax accrual for repatriation of undistributed foreign earnings related to the realignment of the Company’s investment structure in preparation of the Separation of Motorola Mobility, (ii) a non-cash tax charge related to the Medicare Part D subsidy tax law change, and (iii) certain separation-related transaction costs incurred for which the Company recorded no tax benefit, partially offset by reductions in unrecognized tax benefits for facts that now indicate the extent to which certain tax positions are more-likely-than-not of being sustained.

The Company’s effective tax rate will change from period to period based on non-recurring events, such as the settlement of income tax audits, changes in valuation allowances and the tax impact of significant unusual or extraordinary items, as well as recurring factors including changes in the geographic mix of income and effects of various global income tax strategies.

Earnings (Loss) from Continuing Operations

The Company had net earnings from continuing operations before income taxes of $677 million in 2010, compared with a net loss from continuing operations before income taxes of $503 million in 2009. After taxes, and excluding Earnings (loss) attributable to noncontrolling interests, the Company had net earnings from continuing operations of $254 million, or $0.75 per diluted share, in 2010, compared to a net loss from continuing operations of $367 million, or $1.12 per diluted share, in 2009.

The improvement in the earnings (loss) from continuing operations before income taxes in 2010 compared to 2009 was primarily attributable to: (i) a $1.2 billion increase in gross margin, (ii) a $365 million decrease in Other charges, and (iii) a $68 million decrease in R&D expenditures. These improvements were partially offset by: (i) an $309 million increase in SG&A expenses, (ii) a $76 million decrease in net Other income, as presented in Other income (expense), and (iii) a $26 million decrease in gains on the sale of investments and businesses

Earnings from Discontinued Operations

During the third quarter of 2010, the Company announced that NSN would acquire the majority of our Networks infrastructure assets, subject to the satisfaction of closing conditions, including receipt of regulatory

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approvals. During the second quarter of 2010, the Company completed the sale of our Israel-based wireless network operator. During the first quarter of 2009, the Company completed the sales of: (i) Good Technology, and (ii) the Company’s former biometrics business unit, which included its Printrak trademark.

After taxes, the Company had earnings from discontinued operations of $379 million, or $1.12 per diluted share, in 2010, compared to earnings from discontinued operations of $316 million, or $0.96 per diluted share, in 2009.

Results of Operations—2009 Compared to 2008

Net Sales

Net sales were $18.1 billion in 2009, down 28% compared to net sales of $25.1 billion in 2008. The decrease in net sales reflects: (i) a $5.0 billion, or 41%, decrease in net sales in the Mobile Devices segment, (ii) a $1.0 billion, or 21%, decrease in net sales in the Home segment, and (iii) a $1.1 billion, or 13%, decrease in net sales in the Enterprise Mobility Solutions segment. The 41% decrease in net sales in the Mobile Devices segment was primarily driven by a 45% decrease in unit shipments, partially offset by an 8% increase in ASP. The 21% decrease in net sales in the Home segment was primarily driven by a 24% decrease in net revenues of set-top boxes, reflecting: (i) an 18% decrease in unit shipments of set-top boxes, and (ii) a lower ASP due to an unfavorable shift in product mix. The 13% decrease in net sales in the Enterprise Mobility Solutions segment reflects a 21% decrease in net sales to the commercial enterprise market and a 10% decrease in net sales to the government and public safety market.

Gross Margin

Gross margin was $5.7 billion, or 31.6% of net sales, in 2009, compared to $6.9 billion, or 27.6% of net sales, in 2008. Gross margin decreased in all segments. The decrease in gross margin in the Mobile Devices segment was primarily driven by the 41% decrease in net sales, partially offset by: (i) supply chain efficiencies, primarily including lower excess inventory charges in 2009 than in 2008, when the charges included a $370 million charge due to a decision to consolidate software and silicon platforms, and (ii) the absence in 2009 of a comparable $150 million charge in 2008 related to settlement of a purchase commitment. The decrease in gross margin in the Enterprise Mobility Solutions segment was primarily driven by the 13% decrease in net sales and an unfavorable product mix. The decrease in gross margin in the Home segment was primarily driven by the 21% decrease in net sales, partially offset by a favorable product mix.

The increase in gross margin as a percentage of net sales in 2009 compared to 2008 was primarily driven by increases in gross margin percentage in the Mobile Devices segment, partially offset by a decrease in gross margin percentage in the Enterprise Mobility Solutions and Home segments. The Company’s overall gross margin as a percentage of net sales can be impacted by the proportion of overall net sales generated by its various businesses. In 2009, the proportion of overall sales by our Mobile Devices business was smaller than in previous years. Since Mobile Devices has the lowest gross margin percentage of the Company’s businesses, this positively impacted overall gross margin percentage in 2009.

Selling, General and Administrative Expenses

SG&A expenses decreased 22% to $3.1 billion, or 16.8% of net sales, in 2009, compared to $3.9 billion, or 15.6% of net sales, in 2008. SG&A expenses decreased in the Mobile Devices and Enterprise Mobility Solutions segments and increased slightly in the Home segment. The decrease in SG&A expenses in the Mobile Devices segment was primarily driven by lower marketing expenses and savings from cost-reduction initiatives. The decrease in SG&A expenses in the Enterprise Mobility Solutions segment was primarily due to savings from cost-reduction initiatives. The slight increase in SG&A expenses in the Home segment was primarily due to increased administrative expenses, partially offset by savings from cost-reduction initiatives. SG&A expenses as a percentage of net sales increased in all segments.

Research and Development Expenditures

Research and development (“R&D”) expenditures decreased 24% to $2.6 billion, or 14.3% of net sales, in 2009, compared to $3.4 billion, or 13.5% of net sales, in 2008. R&D expenditures decreased in all segments, primarily due to savings from cost-reduction initiatives. R&D expenditures as a percentage of net sales increased in all segments. The Company participates in very competitive industries with constant changes in technology and, accordingly, the Company continues to believe that a strong commitment to R&D is required to drive long-term growth.

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Other Charges

The Company recorded net charges of $577 million in Other charges in 2009, compared to net charges of $2.2 billion in 2008. The charges in 2009 included: (i) $277 million of charges relating to the amortization of intangibles, (ii) $235 million of net reorganization of business charges included in Other charges, (iii) $23 million of charges related to an environmental reserve, and (iv) $42 million of separation-related transaction costs. The net charges in 2008 included: (i) $1.6 billion of asset impairment charges, (ii) $294 million of charges relating to the amortization of intangible assets, (iii) $216 million of net reorganization of business charges included in Other charges, and (iv) $59 million of separation-related transaction costs, partially offset by a $48 million gain on the sale of property, plant and equipment. The net reorganization of business charges are discussed in further detail in the “Reorganization of Businesses” section. The asset impairment charges are discussed in further detail in the “Valuation and Recoverability of Goodwill and Long-lived Assets” section.

Net Interest Income (Expense)

Net interest expense was $132 million in 2009, compared to net interest income of $38 million in 2008. Net interest expense in 2009 includes interest expense of $211 million, partially offset by interest income of $79 million. Net interest income in 2008 included interest income of $261 million, partially offset by interest expense of $223 million. The significant decline in interest income reflects: (i) the significant decrease in average short-term interest rates in 2009 compared to 2008, (ii) a change in the investment mix of the Sigma Fund to more liquid securities with shorter maturities and lower interest rates, and (iii) the decrease in average cash, cash equivalents and Sigma Fund balances in 2009 compared to 2008. This decline in interest income was slightly offset by a decrease in interest expense, primarily driven by a decrease in the Company’s level of outstanding debt during 2009.

Gains on Sales of Investments and Businesses

Gains on sales of investments and businesses were $74 million in 2009, compared to gains of $76 million in 2008. In 2009, the net gain primarily relates to sales of certain of the Company’s equity investments, of which $32 million of gain was attributed to a single investment. These gains were partially offset by a net loss from the sale of specific businesses. In 2008, the net gain primarily related to sales of a number of the Company’s equity investments, of which $29 million of gain was attributed to a single investment.

Other

Net income classified as Other, as presented in Other income (expense), was $47 million in 2009, compared to net charges of $425 million in 2008. The net income in 2009 was primarily comprised of: (i) $80 million of gains from Sigma Fund investments, and (ii) a $67 million gain related to the extinguishment of a portion of the Company’s outstanding long-term debt, partially offset by: (i) $77 million of investment impairment charges, and (ii) $30 million of foreign currency losses. The net charges in 2008 were primarily comprised of: (i) $365 million of investment impairment charges, of which $138 million related to a single strategic investment, (ii) $186 million of impairment charges on Sigma Fund investments, (iii) $136 million of foreign currency losses, and (iv) $101 million of losses on Sigma Fund investments, partially offset by: (i) a $237 million curtailment gain associated with the decision to freeze benefit accruals for U.S. pension plans, (ii) $56 million of gains related to the extinguishment of a liability, (iii) $24 million of gains relating to several interest rate swaps not designated as hedges, and (iv) a $14 million gain related to the extinguishment of a portion of the Company’s outstanding long-term debt.

Effective Tax Rate

The Company recorded $159 million of net tax benefits in 2009, resulting in an effective tax rate of 32%, compared to $1.6 billion of net tax expense, resulting in a negative effective tax rate of (56) % in 2008. The Company’s effective tax rate for 2009 was lower than the U.S. statutory tax rate of 35% primarily due to a reduction in valuation allowances relating to refundable general business credits and a reduction in unrecognized tax benefits for facts that now indicate the extent to which certain tax positions are more-likely-than-not of being sustained. The Company’s 2008 effective tax rate was less than the U.S. statutory tax rate of 35% primarily due to the recording of a $2.1 billion non-cash tax charge to establish deferred tax valuation allowances against a portion of the Company’s U.S. deferred tax assets and the recording of non-deductible goodwill impairment charges.

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The Company’s effective tax rate will change from period to period based on non-recurring events, such as the settlement of income tax audits, changes in valuation allowances and the tax impact of significant unusual or extraordinary items, as well as recurring factors including changes in the geographic mix of income before taxes and effects of various global income tax strategies.

Loss from Continuing Operations

The Company incurred a net loss from continuing operations before income taxes of $503 million in 2009, compared with a net loss from continuing operations before income taxes of $2.9 billion in 2008. After taxes, and excluding Earnings attributable to noncontrolling interests, the Company incurred a net loss from continuing operations of $367 million, or $0.16 per diluted share, in 2009, compared to a net loss from continuing operations of $4.4 billion, or $1.96 per diluted share, in 2008.

The improvement in the loss from continuing operations before income taxes in 2009 compared to 2008 was primarily attributed to: (i) a $1.6 billion decrease in Other charges, (ii) a $854 million decrease in SG&A expenses, (iii) a $801 million decrease in R&D expenditures, and (iv) a $472 million increase in income classified as Other, as presented in Other income (expense). These factors were partially offset by: (i) a $1.2 billion decrease in gross margin, and (ii) a $170 million increase in net interest expense.

Earnings from Discontinued Operations

During the third quarter of 2010, the Company announced that NSN would acquire the majority of our Networks infrastructure assets, subject to the satisfaction of closing conditions, including receipt of regulatory approvals. During the second quarter of 2010, the Company completed the sale of our Israel-based wireless network operator. During the first quarter of 2009, the Company completed the sales of: (i) Good Technology, and (ii) the Company’s former biometrics business unit, which included its Printrak trademark.

After taxes, the Company had earnings from discontinued operations of $316 million, or $0.96 per diluted share, in 2009, compared to earnings from discontinued operations of $197 million, or $0.61 per diluted share, in 2008.

Reorganization of Businesses

During 2010, the Company implemented various productivity improvement plans aimed at achieving long term, sustainable profitability by driving efficiencies and reducing operating costs. In 2010, The Company recorded net reorganization of business charges of $138 million, relating to the separation of 2,200 employees, of which 900 were direct employees and 1,300 were indirect employees. These charges included $38 million of Costs of sales and $100 million of charges under Other charges in the Company’s consolidated statements of operations. Included in the aggregate $138 million are charges of $150 million for employee separation costs, $21 million for exit costs, and $6 million for fixed asset impairment charges, partially offset by $39 million of reversals for accruals no longer needed.

The Company realized cost-saving benefits of approximately $73 million in 2010 from the plans that were initiated during 2010, representing: (i) $34 million of savings in R&D expenditures, (ii) $23 million of savings in SG&A expenses, and (iii) $16 million of savings in Costs of sales. Beyond 2010, the Company expects the reorganization plans initiated during 2010 to provide annualized cost savings of approximately $250 million.

During 2009, the Company recorded net reorganization of business charges of $298 million, including $320 million for employee separation costs, $36 million for exit costs, and $18 million for fixed asset impairment charges, partially offset by $76 million for reversals of accruals no longer needed. During 2008, the Company recorded net reorganization of business charges of $300 million, including $283 million for employee separation costs, $66 million for exit costs, partially offset by $49 million of reversals of accruals no longer needed.

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The following table displays the net charges incurred by business segment:

Year Ended December 31,	2010		2009		2008
Enterprise Mobility Solutions	$	68	$	66	$	21
Mobile Devices		34		184		25
Home		29		18		216
		131		268		262
Corporate		7		30		38
	$	138	$	298	$	300

Cash payments for exit costs and employee separations in connection with these reorganization plans were $153 million in 2010, as compared to $393 million in 2009. The $100 million reorganization of businesses accrual at December 31, 2010, includes: (i) $65 million relating to employee separation costs that are expected to be paid in 2011, and (ii) $35 million relating to lease termination obligations that are expected to be paid over a number of years.

Liquidity and Capital Resources

The Company increased the aggregate of our: (i) cash and cash equivalents balances, (ii) Sigma Fund and short-term investments, and (iii) long-term Sigma Fund, by $904 million from $8.0 billion as of December 31, 2009 to $8.9 billion as of December 31, 2010. Conversely, the Company decreased the aggregate of our: (i) notes payable and the current portion of long-term debt, and (ii) long-term debt, by approximately $1.1 billion from $3.9 billion as of December 31, 2009 to $2.8 billion as of December 31, 2010.

As highlighted in the consolidated statements of cash flows, the Company’s liquidity and available capital resources are impacted by four key components: (i) cash and cash equivalents, (ii) operating activities, (iii) investing activities, and (iv) financing activities.

Cash and Cash Equivalents

At December 31, 2010, the Company’s cash and cash equivalents (which are highly-liquid investments with an original maturity of three months or less) were $4.2 billion, an increase of $1.3 billion compared to $2.9 billion at December 31, 2009. At December 31, 2010, $1.2 billion of this amount was held in the U.S. and $3.0 billion was held by the Company or its subsidiaries in other countries. At December 31, 2010, restricted cash was $226 million (including $166 million held outside the U.S.), compared to $206 million (including $143 million held outside the U.S.) at December 31, 2009.

The Company continues to analyze and review various repatriation strategies to continue to efficiently repatriate funds. In 2010, the Company repatriated approximately $1.1 billion in funds to the U.S. from international jurisdictions with minimal cash tax cost. The Company has approximately $3.3 billion of earnings in foreign subsidiaries that are not permanently reinvested and may be repatriated without additional U.S. federal income tax charges to the Company’s consolidated statements of operations, given the U.S. Federal tax provisions accrued on undistributed earnings and the utilization of available foreign tax credits. On a cash basis, these repatriations from the Company’s non-U.S. subsidiaries could require the payment of additional foreign taxes. Repatriation of some of these funds could be subject to delay for local country approvals and could have potential adverse tax consequences.

On January 4, 2011, the separation of Motorola Mobility from Motorola Solutions was completed. As part of the Separation, the Company contributed $3.2 billion of cash and cash equivalents to Motorola Mobility and has an obligation to fund an additional $300 million, upon receipt of cash distributions as a result of future capital reductions of an overseas subsidiary.

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Operating Activities

The cash provided by operating activities from continuing operations in 2010 was $1.5 billion, compared to $95 million used in 2009, and $325 million used in 2008. The primary contributors to the cash provided in 2010 were: (i) income from continuing operations (adjusted for net non-cash charges) of $1.3 billion, and (ii) a $920 million increase in accounts payable and accrued liabilities, partially offset by: (i) a $311 million increase in accounts receivable, and (ii) a $267 million increase in inventories.

Accounts Receivable:    The Company’s net accounts receivable were $3.3 billion at December 31, 2010, compared to $2.8 billion at December 31, 2009. The increase in the Company’s net accounts receivable was driven by higher net accounts receivable in all segments. The Company’s businesses sell their products in a variety of markets throughout the world and payment terms can vary by market type and geographic location. Accordingly, the Company’s levels of net accounts receivable can be impacted by the timing and level of sales that are made by its various businesses and by the geographic locations in which those sales are made.

As further described below under “Sales of Receivables,” the Company’s levels of net accounts receivable can also be impacted by the timing and amount of accounts receivable sold to third parties, which can vary by period and can be impacted by numerous factors.

Inventory:    The Company’s net inventory was $1.4 billion at December 31, 2010, compared to $1.1 billion at December 31, 2009. The increase in the Company’s net inventory was driven by higher net inventory in all segments. Inventory management continues to be an area of focus as the Company balances the need to maintain strategic inventory levels to ensure competitive delivery performance to its customers against the risk of inventory excess and obsolescence due to rapidly changing technology and customer spending requirements.

Accounts Payable:    The Company’s accounts payable were $2.5 billion at December 31, 2010, compared to $2.0 billion at December 31, 2009. The increase in the Company’s accounts payable was driven by higher accounts payable in all segments. The Company buys products in a variety of markets throughout the world and payment terms can vary by market type and geographic location. Accordingly, the Company’s levels of accounts payable can be impacted by the timing and level of purchases made by its various businesses and by the geographic locations in which those purchases are made.

Benefit Plan Contributions:    The Company contributed $157 million to its U.S. pension plans during 2010, compared to $90 million contributed in 2009. The Company contributed $47 million to its non-U.S. pension plans during 2010, compared to $39 million contributed in 2009. In January 2011, the Pension Benefit Guaranty Corporation (“PBGC”) announced an agreement with Motorola Solutions under which the Company will contribute $100 million above and beyond its legal requirement to its U.S. noncontributory pension plan (“U.S. Regular Pension Plan”) over the next five years. The Company and the PBGC entered into the agreement as the Company was in the process of separating Motorola Mobility and pursuing the sale of certain assets of it Networks business. Also in January 2011, the Company elected the available optional pension contribution relief which reduced its required 2011 U.S. Regular Pension Plan contribution from approximately $265 million to approximately $235 million. During 2011, the Company expects to make cash contributions of approximately $240 million to its U.S. pension plans and approximately $40 million to its non-U.S. pension plans. The Company maintained all of the U.S. pension liabilities and the majority of the non-U.S. pension liabilities following the Separation of Motorola Mobility on January 4, 2011.

The Company amended its U.S. Regular Pension Plan, the Officers’ Plan and the Motorola Supplemental Pension Plan such that: (i) no participant shall accrue any benefits or additional benefits on or after March 1, 2009, and (ii) no compensation increases earned by a participant on or after March 1, 2009 shall be used to compute any accrued benefit.

The Company made no contributions to its Postretirement Health Care Benefits Plan in either 2010 or 2009, and expects to make no contributions to this plan in 2011. The Company maintained the entire Postretirement Health Care Benefits Plan liability following the Separation of Motorola Mobility on January 4, 2011. Retirement benefits are further discussed below in the “Significant Accounting Policies—Retirement Benefits” section.

Investing Activities

Net cash provided by investing activities was $246 million in 2010, compared to net cash used of $597 million in 2009 and net cash provided of $921 million in 2008. The $843 million increase in net cash provided by investing

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activities from 2009 to 2010 was primarily due to a $1.4 billion increase in cash received from net sales of Sigma Fund investments, partially offset by: (i) a $207 million decrease in proceeds from sales of short-term investments, (ii) a $132 million increase in acquisitions and investments, and (iii) a $131 million increase in capital expenditures.

Sigma Fund:    The Company and its wholly-owned subsidiaries invest most of their U.S. dollar-denominated cash in a fund (the “Sigma Fund”) that allows the Company to efficiently manage its cash around the world. The Company had net proceeds from sales of $453 million of Sigma Fund investments in 2010, compared to $922 million in net purchases of Sigma Fund investments in 2009 and $853 million of net proceeds received from sales of Sigma Fund investments in 2008. The aggregate fair value of Sigma Fund investments was $4.7 billion at December 31, 2010 (including $1.9 billion held by the Company or its subsidiaries outside the U.S.), compared to $5.2 billion at December 31, 2009 (including $2.3 billion held by the Company or its subsidiaries outside the U.S.).

The Sigma Fund portfolio is managed by four independent investment management firms. The investment guidelines of the Sigma Fund require that purchased investments must be in high-quality, investment grade (rated at least A/A-1 by Standard & Poor’s or A2/P-1 by Moody’s Investors Service), U.S. dollar-denominated debt obligations, including certificates of deposit, commercial paper, government bonds, corporate bonds and asset- and mortgage-backed securities. Under the Sigma Fund’s investment policies, except for debt obligations of the U.S. government, agencies and government-sponsored enterprises, no more than 5% of the Sigma Fund portfolio is to consist of debt obligations of any one issuer. The Sigma Fund’s investment policies further require that floating rate investments must have a maturity at purchase date that does not exceed thirty-six months with an interest rate that is reset at least annually. The average interest rate reset of the investments held by the funds must be 120 days or less. The actual average interest rate reset of the portfolio (excluding cash and defaulted securities) was 18 days at December 31, 2010, compared to 15 days at December 31, 2009.

Investments in the Sigma Fund are carried at fair value. The Company primarily relies on valuation pricing models and broker quotes to determine the fair value of investments in the Sigma Fund. The valuation models are developed and maintained by third-party pricing services, and use a number of standard inputs, including benchmark yields, reported trades, broker/dealer quotes where the counterparty is standing ready and able to transact, issuer spreads, benchmark securities, bids, offers and other reference data. For each asset class, quantifiable inputs related to perceived market movements and sector news may be considered in addition to the standard inputs.

At December 31, 2010, $4.7 billion of the Sigma Fund investments were classified as current in the Company’s consolidated balance sheets, compared to $5.1 billion at December 31, 2009. The weighted average maturity of the Sigma Fund investments classified as current was 1 month (excluding cash of $2.4 billion and defaulted securities) at December 31, 2010, compared to 1 month (excluding cash of $202 million and defaulted securities) at December 31, 2009. A majority of the Sigma Fund’s cash balance at December 31, 2010 was reserved for the Separation of Motorola Mobility. At December 31, 2010, approximately 99% of the Sigma Fund investments were invested in cash and U.S. government, agency and government-sponsored enterprise obligations. This reflects a strategic decision by the Company to prioritize capital preservation rather than investment income.

In 2010, the Company recorded a gain from the Sigma Fund investments of $11 million in Other income (expense) in the consolidated statement of operations, compared to a gain from the Sigma Fund investments of $80 million in 2009.

During the fourth quarter of 2008, the Company changed its accounting for changes in the fair value of investments in the Sigma Fund. Prior to the fourth quarter of 2008, the Company distinguished between declines it considered temporary and declines it considered other-than-temporary. When it became probable that the Company would not collect all amounts it was owed on a security according to its contractual terms, the Company considered the security to be impaired and recorded the other-than-temporary decline in fair value in earnings. In 2008, the Company recorded $186 million of other-than-temporary impairments of Sigma Fund investments in the consolidated statement of operations.

Beginning in the fourth quarter of 2008, the Company began recording all changes in the fair value of investments in the Sigma Fund in the consolidated statements of operations. Accordingly, the Company recorded the cumulative loss of $101 million on investments in the Sigma Fund investments in its consolidated statement of operations during the fourth quarter of 2008. The Company determined amounts that arose in periods prior to the fourth quarter of 2008 were not material to the consolidated results of operations in those periods.

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During 2008, impairment charges in the Sigma Fund were $186 million. The impairment charges were primarily related to the default of investments in Lehman Brothers Holdings, Inc., Washington Mutual, Inc., and Sigma Finance Corporation, an unrelated special investment vehicle managed by United Kingdom-based Gordian Knot, Limited.

Securities with a maturity greater than 12 months and defaulted securities have been classified as non-current in the Company’s consolidated balance sheets. At December 31, 2010, $70 million of the Sigma Fund investments were classified as non-current, and the weighted average maturity of the Sigma Fund investments classified as non-current (excluding defaulted securities) was 164 months. At December 31, 2009, $66 million of the Sigma Fund investments were classified as non-current.

The Company continuously assesses its cash needs and continues to believe that the balance of cash and cash equivalents, short-term investments and investments in the Sigma Fund classified as current are more than adequate to meet its current operating requirements over the next twelve months.

Strategic Acquisitions and Investments:    The Company used net cash for acquisitions and new investment activities of $170 million in 2010, compared to net cash used of $38 million in 2009 and net cash used of $282 million in 2008. The cash used in 2010 and 2009 were for small strategic investments across the Company.

Capital Expenditures:    Capital expenditures were $335 million in 2010, compared to $204 million in 2009 and $408 million in 2008. The Company’s emphasis when making capital expenditure decisions is to focus on strategic investments driven by customer demand and new design capability.

Sales of Investments and Businesses:    The Company received $276 million in net proceeds from the sales of investments and businesses in 2010, compared to proceeds of $343 million in 2009 and proceeds of $120 million in 2008. The $276 million in proceeds in 2010 were primarily comprised of the Company’s Israel-based wireless network operator business and the sale of a single investment. The $343 million in proceeds in 2009 was primarily comprised of net proceeds received in connection with sales of: (i) Good Technology, and (ii) the biometrics business, and the sales of certain of the Company’s equity investments.

Financing Activities

Net cash used for financing activities was $468 million in 2010, compared to $493 million provided by financing activities in 2009 and $150 million used in 2008. Cash used for financing activities in the 2010 was primarily comprised of approximately $1.0 billion for repayment of long-term debt, partially offset by: (i) $383 million of distributions from discontinued operations, and (ii) $179 million of net cash received from the issuance of common stock in connection with the Company’s employee stock option plans and employee stock purchase plan.

Cash provided by financing activities in 2009 was primarily: (i) $703 million of distributions from discontinued operations and (ii) $116 million of cash received from the issuance of common stock in connection with the Company’s employee stock option plans and employee stock purchase plan, partially offset by: (i) $132 million of cash used for the repayment of long-term debt, (ii) $114 million of cash used to pay dividends, and (iii) $86 million of cash used for the repayment of short-term borrowings.

Short-Term Debt:    At December 31, 2010, the Company’s outstanding notes payable and current portion of long-term debt was $605 million, compared to $536 million at December 31, 2009.

In November 2010, the Company repaid, at maturity, the entire $527 million aggregate principal amount outstanding of its 7.625% Notes due November 15, 2010.

Long-term Debt:    At December 31, 2010, the Company had outstanding long-term debt of $2.2 billion, compared to $3.4 billion at December 31, 2009.

During the second quarter of 2010, the Company repurchased approximately $500 million of its outstanding long-term debt for a purchase price of $477 million, excluding approximately $5 million of accrued interest. The $500 million of long-term debt repurchased included principal amounts of: (i) $65 million of the $379 million then outstanding of the 6.50% Debentures due 2025 (the “2025 Debentures”), (ii) $75 million of the $286 million then outstanding of the 6.50% Debentures due 2028 (the “2028 Debentures”), (iii) $222 million of the $446 million then outstanding of the 6.625% Senior Notes due 2037 (the “2037 Senior Notes”), and (iv) $138 million of the $252 million then outstanding of the 5.22% Debentures due 2097. After accelerating the amortization of debt

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issuance costs and debt discounts, the Company recognized a loss of approximately $12 million related to this debt tender in Other within Other income (expense) in the consolidated statements of operations.

During the first quarter of 2009, the Company repurchased $199 million of its outstanding long-term debt for an aggregate purchase price of $133 million, including $4 million of accrued interest. The $199 million of long-term debt repurchased included principal amounts of: (i) $11 million of the $358 million then outstanding of 7.50% Debentures due 2025, (ii) $20 million of the $399 million then outstanding 2025 Debentures, (iii) $14 million of the $299 million then outstanding 2028 Debentures, and (iv) $154 million of the $600 million then outstanding 2037 Senior Notes. The Company recognized a gain of approximately $67 million related to these open market purchases in Other within Other income (expense) in the consolidated statements of operations.

As of January 2011, the three largest U.S. national ratings agencies rated the Company’s senior unsecured long-term debt investment grade. The Company believes that it will be able to maintain sufficient access to the capital markets at its current ratings. Any future disruptions, uncertainty or volatility in the capital markets may result in higher funding costs for the Company and adversely affect its ability to access funds.

The Company may from time to time seek to retire certain of its outstanding debt through open market cash purchases, privately-negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions, the Company’s liquidity requirements, contractual restrictions and other factors.

Payment of Dividends:    During 2010, the Company did not pay cash dividends to holders of its common stock. During 2009, the Company paid $114 million in cash dividends to holders of its common stock, all of which was paid during the first quarter of 2009, related to the payment of a dividend declared in November 2008. In February 2009, the Company announced that its Board of Directors suspended the declaration of quarterly cash dividends on the Company’s common stock.

During the year ended December 31, 2010, the Company paid $23 million of dividends to a minority shareholder in connection with a subsidiary’s common stock.

Credit Facilities

As of December 31, 2010, the Company had a domestic syndicated revolving credit facility (as amended from time to time, the “Credit Facility”), scheduled to mature in December 2011. The size of the Credit Facility was the lesser of: (1) $1.5 billion, or (2) an amount determined based on eligible domestic accounts receivable and inventory. If the Company elected to borrow under the Credit Facility, only then and not before, it would be required to pledge its domestic accounts receivables and, at its option, domestic inventory. The Credit Facility did not require the Company to meet any financial covenants unless remaining availability under the Credit Facility was less than $225 million. The Company never borrowed under this Credit Facility or predecessor domestic syndicated revolving credit facilities.

On January 4, 2011, the Company terminated the Credit Facility and entered into a new $1.5 billion unsecured syndicated revolving credit facility (the “2011 Motorola Solutions Credit Agreement”) that is scheduled to expire on June 30, 2014. The 2011 Motorola Solutions Credit Agreement includes a provision pursuant to which the Company can increase the aggregate credit facility size up to a maximum of $2.0 billion by adding lenders or having existing lenders increase their commitments. The Company must comply with certain customary covenants, including maintaining maximum leverage and minimum interest coverage ratios as defined in the 2011 Motorola Solutions Credit Agreement.

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Contractual Obligations and Other Purchase Commitments

Summarized in the table below are the Company’s obligations and commitments to make future payments under long-term debt obligations (assuming earliest possible exercise of put rights by holders), lease obligations, purchase obligations, tax obligations and other obligations as of December 31, 2010.

	Payments Due by Period
(in millions)	Total		2011		2012		2013		2014		2015		Uncertain Timeframe		Thereafter
Long-Term Debt Obligations	$	2,660	$	605	$	405	$	5	$	4	$	4	$	—	$	1,637
Purchase Obligations		586		482		67		36		1		—		—		—
Lease Obligations		555		205		146		78		54		31		—		41
Tax Obligations		234		100		—		—		—		—		134		—
Other Obligations		100		—		—		—		—		100		—		—
Total Contractual Obligations	$	4,135	$	1,392	$	618	$	119	$	59	$	135	$	134	$	1,678

Amounts included represent firm, non-cancelable commitments.

Summarized in the table below are the Company’s obligations and commitments to make future payments as of January 4 2011, following the Separation of Motorola Mobility.

	Payments Due by Period
(in millions)	Total		2011		2012		2013		2014		2015		Uncertain Timeframe		Thereafter
Long-Term Debt Obligations	$	2,660	$	605	$	405	$	5	$	4	$	4	$	—	$	1,637
Lease Obligations		343		124		86		52		37		21		—		23
Tax Obligations		209		100		—		—		—		—		109		—
Purchase Obligations		106		63		26		17		—		—		—		—
Other Obligations		100		—		—		—		—		100		—		—
Total Contractual Obligations	$	3,418	$	892	$	517	$	74	$	41	$	125	$	109	$	1,660

Amounts included represent firm, non-cancelable commitments.

Long-Term Debt Obligations:     All of the publicly-held long-term debt, including the current portion of long-term debt, remained with Motorola Solutions following the Separation of Motorola Mobility and totaled $2.7 billion.

Lease Obligations:    The Company owns most of its major facilities, but does lease certain office, factory and warehouse space, land, and information technology and other equipment, principally under non-cancelable operating leases. Following the Separation of Motorola Mobility, the Motorola Solutions’ future minimum lease obligations, net of minimum sublease rentals, totaled $343 million. Rental expense, net of sublease income, was $131 million in 2010, $146 million in 2009 and $171 million in 2008.

Tax Obligations:    Following the Separation of Motorola Mobility, Motorola Solutions has approximately $209 million of unrecognized income tax benefits relating to multiple tax jurisdictions and tax years. Based on the potential outcome of the Company’s global tax examinations, the expiration of the statute of limitations for specific jurisdictions or the continued ability to satisfy tax incentive obligations, it is reasonably possible that the unrecognized tax benefits will change within the next 12 months. The associated net tax impact on the effective tax rate, exclusive of valuation allowance changes, is estimated to be in the range of a $50 million tax charge to a $75 million tax benefit, with cash payments not expected to exceed $100 million.

Purchase Obligations:    The Company has entered into agreements for the purchase of inventory, license of software, promotional activities, and research and development, which are firm commitments and are not cancelable. Following the Separation of Motorola Mobility, the Motorola Solutions’ obligations in connection with these agreements run through 2013, and the total payments expected to be made by the Company under these agreements totaled $106 million.

The Company enters into a number of arrangements for the sourcing of supplies and materials with take-or-pay obligations. Following the Separation of Motorola Mobility, the Motorola Solutions’ obligations with these suppliers run through 2013 and total a minimum purchase obligation of $83 million. The Company does not

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anticipate the cancellation of any of these agreements in the future and estimates that purchases from these suppliers will exceed the minimum obligations during the agreement periods.

Other Obligations:    In January 2011, the Pension Benefit Guaranty Corporation (“PBGC”) announced an agreement with Motorola Solutions under which the Company will contribute $100 million above and beyond its legal requirement to its U.S. Regular Pension Plan over the next five years. The Company and the PBGC entered into the agreement as the Company was in the process of separating Motorola Mobility and pursuing the sale of certain assets of it Networks business.

Commitments Under Other Long-Term Agreements:    The Company has entered into certain long-term agreements to purchase software, components, supplies and materials from suppliers. Most of the agreements extend for periods of one to three years (three to five years for software). Generally, these agreements do not obligate the Company to make any purchases, and many permit the Company to terminate the agreement with advance notice (usually ranging from 60 to 180 days). If the Company were to terminate these agreements, it generally would be liable for certain termination charges, typically based on work performed and supplier on-hand inventory and raw materials attributable to canceled orders. The Company’s liability would only arise in the event it terminates the agreements for reasons other than “cause.”

The Company outsources certain corporate functions, such as benefit administration and information technology-related services. These contracts are expected to expire in 2013. Following the Separation of Motorola Mobility, the Motorola Solutions’ total remaining payments under these contracts are approximately $517 million over the remaining life of the contracts; however these contracts can be terminated. Termination would result in a penalty substantially less than the remaining annual contract payments. The Company would also be required to find another source for these services, including the possibility of performing them in-house.

As is customary in bidding for and completing certain projects and pursuant to a practice the Company has followed for many years, the Company has a number of performance/bid bonds, standby letters of credit and surety bonds outstanding (collectively, referred to as “Performance Bonds”), primarily relating to projects of the Enterprise Mobility Solutions and Home segments, including projects related to discontinued operations. These Performance Bonds normally have maturities of multiple years and are standard in the industry as a way to give customers a convenient mechanism to seek resolution if a contractor does not satisfy certain requirements under a contract. Typically, a customer can draw on the Performance Bond only if the Company does not fulfill all terms of a project contract. If such an occasion occurred, the Company would be obligated to reimburse the institution that issued the Performance Bond for the amounts paid. In its long history, it has been rare for the Company to have a Performance Bond drawn upon. At December 31, 2010, outstanding Performance Bonds totaled approximately $1.7 billion, compared to $1.9 billion at December 31, 2009. Following the Separation of Motorola Mobility, Motorola Solutions’ outstanding Performance Bonds totaled approximately $1.6 billion. Any future disruptions, uncertainty, or volatility in the bank, insurance or capital markets, or a change in the Company’s credit ratings could adversely affect the Company’s ability to obtain Performance Bonds and may result in higher funding costs.

Off-Balance Sheet Arrangements:    Under the definition contained in Item 303(a)(4)(ii) of Regulation S-K, the Company does not have any off-balance sheet arrangements.

Long-term Customer Financing Commitments

Outstanding Commitments:    Certain purchasers of the Company’s infrastructure equipment may request that the Company provide long-term financing (defined as financing with a term of greater than one year) in connection with the sale of equipment. These requests may include all or a portion of the purchase price of the equipment. The Company’s obligation to provide long-term financing may be conditioned on the issuance of a letter of credit in favor of the Company by a reputable bank to support the purchaser’s credit or a pre-existing commitment from a reputable bank to purchase the long-term receivables from the Company. The Company had outstanding commitments to provide long-term financing to third parties totaling $356 million at December 31, 2010, compared to $406 million at December 31, 2009. Of these amounts, $27 million was supported by letters of credit or by bank commitments to purchase long-term receivables at December 31, 2010, compared to $13 million supported at December 31, 2009. The majority of the outstanding commitments at December 31, 2010 are to a small number of network operators in the Middle East region. The Company will retain the funded portion of the financing arrangements related to the Networks segment following the sale to NSN, which totaled approximately $235 million at December 31, 2010.

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Guarantees of Third-Party Debt:    In addition to providing direct financing to certain equipment customers, the Company also assists customers in obtaining financing directly from banks and other sources to fund equipment purchases. The Company had committed to provide financial guarantees relating to customer financing totaling $13 million at December 31, 2010, compared to $31 million at December 31, 2009 (including $9 million and $27 million at December 31, 2010 and 2009, respectively, relating to the sale of short-term receivables). Customer financing guarantees outstanding were $4 million at both December 31, 2010 and 2009 (including $2 million at both December 31, 2010 and 2009, relating to the sale of short-term receivables).

Outstanding Long-Term Receivables:    The Company had net long-term receivables of $283 million, (net of allowances for losses of $3 million) at December 31, 2010, compared to net long-term receivables of $145 million, (net of allowances for losses of $9 million) at December 31, 2009. These long-term receivables are generally interest bearing, with interest rates ranging from 2% to 12%.

Sales of Receivables

From time to time, the Company sells accounts receivable and long-term receivables on a non-recourse basis to third parties under one-time arrangements, while others are sold to third parties under committed facilities that involve contractual commitments from these parties to purchase qualifying receivables up to an outstanding monetary limit. Committed facilities may be revolving in nature and, typically, must be renewed annually. The Company may or may not retain the obligation to service the sold accounts receivable and long-term receivables.

As of December 31, 2010, the Company had a $200 million revolving receivable sales facility, maturing June 2011, for the sale of accounts receivable, which was fully available. The initial cash proceeds received by the Company for the sale of these receivables is capped at the lower of $200 million or eligible receivables less reserves. At December 31, 2009, the Company had a $200 million committed revolving credit facility for the sale of accounts receivable, of which $140 million was available. The Company had no significant committed facilities for the sale of long-term receivables at December 31, 2010 and 2009, respectively. At December 31, 2008, the Company had $532 million of committed revolving facilities for the sale of accounts receivable, of which $35 million was available. In addition, as of December 31, 2008, the Company had $435 million of committed facilities associated with the sale of long-term receivables primarily for a single customer, of which $173 million was available.

The following table summarizes the proceeds received from non-recourse sales of accounts receivable and long-term receivables for the years ended December 31, 2010, 2009 and 2008:

Years Ended December 31	2010		2009		2008
Cumulative annual proceeds received from one-time sales:
Accounts receivable sales proceeds	$	716	$	1,000	$	2,124
Long-term receivables sales proceeds		69		72		281
Total proceeds from one-time sales		785		1,072		2,405
Cumulative annual proceeds received from sales under committed facilities		70		233		1,281
Total proceeds from receivables sales	$	855	$	1,305	$	3,686

At December 31, 2010, the Company retained servicing obligations for $440 million of sold accounts receivables and $277 million of long-term receivables, compared to $195 million of accounts receivables and $297 million of long-term receivables at December 31, 2009.

Under certain arrangements, the value of accounts receivable sold is supported by credit insurance purchased from third-party insurance companies, less deductibles or self-insurance requirements under the insurance policies. Under these arrangements, the Company’s total credit exposure, less insurance coverage, to outstanding accounts receivable that have been sold was $9 million and $27 million at December 31, 2010 and 2009, respectively.

Adequate Internal Funding Resources

The Company believes that it has adequate internal resources available to fund expected working capital and capital expenditure requirements for the next twelve months as supported by the level of cash, cash equivalents, short-term investments and Sigma Fund balances in the U.S. and the ability to repatriate funds from foreign jurisdictions.

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Other Contingencies

Potential Contractual Damage Claims in Excess of Underlying Contract Value:    In certain circumstances, our businesses may enter into contracts with customers pursuant to which the damages that could be claimed by the other party for failed performance might exceed the revenue the Company receives from the contract. Contracts with these types of uncapped damage provisions are fairly rare, but individual contracts could still represent meaningful risk. There is a possibility that a damage claim by a counterparty to one of these contracts could result in expenses to the Company that are far in excess of the revenue received from the counterparty in connection with the contract.

Indemnification Provisions:    In addition, the Company may provide indemnifications for losses that result from the breach of general warranties contained in certain commercial, intellectual property and divestiture agreements. Historically, the Company has not made significant payments under these agreements, nor have there been significant claims asserted against the Company. However, there is an increasing risk in relation to intellectual property indemnities given the current legal climate. In indemnification cases, payment by the Company is conditioned on the other party making a claim pursuant to the procedures specified in the particular contract, which procedures typically allow the Company to challenge the other party’s claims. Further, the Company’s obligations under divestiture agreements for indemnification based on breach of representations and warranties are generally limited in terms of duration, typically not more than 24 months, and for amounts not in excess of the contract value, and in some instances the Company may have recourse against third parties for certain payments made by the Company.

Intellectual Property Matters:    During 2010, the Company entered into a settlement and license agreement with another company, which resolves all outstanding litigation between the two companies. The agreement includes provisions for an upfront payment of $175 million from the other company to the Company, future royalties to be paid by the other company to the Company for the license of certain intellectual property, and the transfer of certain patents between the companies. As a result of this agreement and the valuation of the patents exchanged, the Company recorded a pre-tax gain of $228 million during the year ended December 31, 2010, related to the settlement of the outstanding litigation between the parties. The rights to these future royalties transferred to Motorola Mobility as part of the Separation on January 4, 2011.

During 2010, the Company entered into another settlement agreement with another company to resolve certain intellectual property disputes between the two companies. As a result of the settlement agreement, the Company received $65 million in cash and was assigned certain patent properties. As a result of this agreement, the Company recorded a pre-tax gain of $94 million during the year ended December 31, 2010, related to the settlement of the outstanding litigation between the parties.

Legal Matters:    The Company is a defendant in various lawsuits, claims and actions, which arise in the normal course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, liquidity or results of operations. However, an unfavorable resolution could have a material adverse effect on the Company’s consolidated financial position, liquidity or results of operations in the periods in which the matters are ultimately resolved.

Segment Information

The following commentary should be read in conjunction with the financial results of each operating business segment as detailed in Note 12, “Information by Segment and Geographic Region,” to the Company’s consolidated financial statements. Net sales and operating results for the Company’s three operating business segments for 2010, 2009, and 2008 are presented below.

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Enterprise Mobility Solutions Segment

In 2010, the segment’s net sales represented 41% of the Company’s consolidated net sales, compared to 40% in 2009 and 33% in 2008.

	Years Ended December 31							Percent Change
(Dollars in millions)	2010		2009		2008			2010—2009			2009—2008
Segment net sales	$	7,857	$	7,169	$	8,228			10	%		(13	)%
Operating earnings		949		736		(343	)		29	%		*	**

*** Percentage change not meaningful.

Segment Results—2010 Compared to 2009

In 2010, the segment’s net sales were $7.9 billion, a 10% increase compared to net sales of $7.2 billion in 2009. The 10% increase in net sales in the Enterprise Mobility Solutions segment reflects a 19% increase in net sales to the commercial enterprise market and a 5% increase in net sales to the government and public safety market. The increase in net sales for the segment reflects higher net sales in all regions.

The segment had operating earnings of $949 million in 2010, compared to operating earnings of $736 million in 2009. The increase in operating earnings was primarily due to an increase in gross margin, driven by the 10% increase in net sales and a favorable product mix, partially offset by: (i) increased selling, general and administrative (“SG&A”) expenses primarily due to increased selling and marketing expenses related to the increase in net sales, and (ii) an increase in research and development (“R&D”) expenditures primarily due to investment in next-generation technologies. As a percentage of net sales in 2010 as compared to 2009, gross margin and SG&A expenses increased slightly, and R&D expenditures decreased.

Net sales in North America continued to comprise a significant portion of the segment’s business, accounting for approximately 58% of the segment’s net sales in 2010, and approximately 59% in 2009. The segment’s backlog was $2.6 billion at both December 31, 2010 and 2009.

Segment Results—2009 Compared to 2008

In 2009, the segment’s net sales were $7.2 billion, a decrease of 13% compared to net sales of $8.2 billion in 2008. The 13% decrease in net sales reflects a 21% decrease in net sales to the commercial enterprise market and a 10% decrease in net sales to the government and public safety market. The segment’s net sales were lower in North America, the Europe, Middle East and Africa region (“EMEA”) and Latin America and higher in Asia.

The segment had operating earnings of $736 billion in 2009, an increase compared to incurring an operating loss of $343 million in 2008. The increase in the operating earnings was primarily due to a $1.5 billion decrease in Other charges, primarily due to the absence in 2009 of a comparable $1.6 billion charge in 2008 related to asset impairments, partially offset an increase in reorganization of business charges, relating primarily to higher employee severance costs. Also contributing to the increase in operating earnings were decreases in SG&A expenses and R&D expenditures, primarily related to savings from cost-reduction initiatives. These factors were partially offset by a decrease in gross margin, driven by the 13% decrease in net sales and an unfavorable product mix. As a percentage of net sales in 2009 as compared 2008, gross margin decreased and R&D expenditures and SG&A expenses increased.

Net sales in North America continued to comprise a significant portion of the segment’s business, accounting for approximately 59% of the segment’s net sales in 2009, compared to approximately 58% in 2008. The segment’s backlog was $2.6 billion at December 31, 2009, compared to $2.5 billion at December 31, 2008.

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Mobile Devices Segment

In 2010, the segment’s net sales represented 40% of the Company’s consolidated net sales, compared to 39% in 2009 and 48% in 2008.

	Years Ended December 31									Percent Change
(Dollars in millions)	2010			2009			2008			2010—2009			2009—2008
Segment net sales	$	7,819		$	7,146		$	12,099			9	%		(41	)%
Operating earnings (loss)		(76	)		(1,215	)		(2,432	)		(94	)%		(50	)%

Segment Results—2010 Compared to 2009

In 2010, the segment’s net sales were $7.8 billion, an increase of 9% compared to net sales of $7.1 billion in 2009. The 9% increase in net sales was primarily driven by a 61% increase in average selling price (“ASP”), partially offset by a 32% decrease in unit shipments. The segment’s unit shipments reflected a decreased focus on the feature phone and voice-centric device segments of the market, partially offset by higher unit shipments of smartphones. On a geographic basis, net sales increased in North America, Asia and EMEA, partially offset by decreased net sales in Latin America.

The segment incurred an operating loss of $76 million in 2010, compared to an operating loss of $1.2 billion in 2009. The decrease in the operating loss was primarily due to an increase in gross margin driven by: (i) a favorable product mix, specifically due to increased volume from smartphone devices, (ii) lower excess inventory and other related charges in 2010 than in 2009, and (iii) the 9% increase in net sales. Also contributing to the decrease in the operating loss were: (i) $283 million of gains related to legal settlements, (ii) lower reorganization of business charges, and (iii) lower R&D expenditures, reflecting savings from cost-reduction initiatives, partially offset by higher SG&A expenses. As a percentage of net revenues in 2010 as compared to 2009, gross margin increased, expenses for SG&A decreased slightly and R&D expenditures decreased.

Unit shipments in 2010 were 37.3 million units, a 32% decrease compared to shipments of 55.1 million units in 2009. Smartphone shipments in 2010 were 13.7 million. For the full year 2010, unit shipments decreased substantially in North America, Latin America and Asia and, were flat in EMEA.

In 2010, ASP increased approximately 61% compared to 2009 driven by favorable product mix towards smartphones. ASP is impacted by numerous factors, including product mix, market conditions and competitive product offerings, and ASP trends often vary over time.

Segment Results—2009 Compared to 2008

In 2009, the segment’s net sales were $7.1 billion, a decrease of 41% compared to net sales of $12.1 billion in 2008. The segment’s net sales were negatively impacted by reduced product offerings in large market segments, particularly 3G products, including smartphones, and the segment’s limited product offerings in very low-tier products. The 41% decrease in net sales was primarily driven by a 45% decrease in unit shipments, partially offset by an 8% increase in ASP. On a geographic basis, net sales decreased substantially in Latin America, EMEA and Asia and, to a lesser extent, decreased in North America.

The segment incurred an operating loss of $1.2 billion in 2009, an improvement of 50% compared to an operating loss of $2.4 billion in 2008. The decrease in the operating loss was primarily due to decreases in: (i) SG&A expenses, primarily due to lower marketing expenses and savings from cost-reduction initiatives, (ii) R&D expenditures, reflecting savings from cost-reduction initiatives, (iii) supply chain efficiencies, primarily including lower excess inventory charges in 2009 than in 2008, when the charges included a $370 million charge due to a decision to consolidate software and silicon platforms, and (iv) the absence in 2009 of a comparable $150 million charge in 2008 related to settlement of a purchase commitment, partially offset by a decrease in gross margin, driven by the 41% decrease in net sales. As a percentage of net sales in 2009 as compared to 2008, gross margin and R&D expenditures increased and SG&A expenses decreased.

Unit shipments in 2009 were 55.1 million units, a 45% decrease compared to shipments of 100.1 million units in 2008. For the full year 2009, unit shipments decreased substantially in Latin America, EMEA and Asia and, to a lesser extent, decreased in North America. While total unit shipments in the worldwide handset market decreased by

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approximately 6% in 2009, unit shipments by the segment decreased by a significantly higher percentage than the overall market decline.

In 2009, ASP increased approximately 8% compared to 2008. The overall increase in ASP was driven primarily by changes in the product tier and geographic mix of sales, particularly in the fourth quarter of 2009 when the segment shipped approximately two million Android-powered smartphones. By comparison, ASP was flat in 2008. ASP is impacted by numerous factors, including product mix, geographic mix, market conditions and competitive product offerings, and ASP trends often vary over time.

Home Segment

In 2010, the segment’s net sales represented 19% of the Company’s consolidated net sales, compared to 21% in 2009 and 19% in 2008.

	Years Ended December 31						Percent Change
(Dollars in millions)	2010		2009		2008		2010—2009			2009—2008
Segment net sales	$	3,641	$	3,904	$	4,912		(7	)%		21	%
Operating earnings		152		16		340		*	**		95	%

*** Percentage change not meaningful.

Segment Results—2010 Compared to 2009

In 2010, the segment’s net sales were $3.6 billion, a decrease of 7% compared to net sales of $3.9 billion in 2009. The 7% decrease in net sales in the Home segment is primarily attributable to a 12% decrease in net sales from set-top boxes, reflecting: (i) a 5% decrease in shipments of set-top boxes, and (ii) lower ASPs. The decrease in net sales from set-top boxes was partially offset by higher net sales from video and access infrastructure equipment.

Shipments of standard definition (“SD”) set-top units decreased significantly, primarily due to lower shipments to large telecommunication and cable operators in North America as a result of lower demand. The decrease in unit shipments of SD set-tops was partially offset by an increase in HD and HD/digital video recorder together, (“HD/DVR”) set-top unit shipments due to increased demand for HD and DVR capabilities.

On a geographic basis, net sales decreased in North America, Asia and EMEA and increased in Latin America. Net sales in North America continued to comprise a significant portion of the segment’s business, accounting for approximately 75% of the segment’s net sales in 2010, compared to approximately 78% in 2009.

The segment had operating earnings of $152 million in 2010, compared to operating earnings of $16 million in 2009. The increase in operating earnings was primarily due to (i) a decrease in R&D expenditures, reflecting savings from cost-reduction initiatives, (ii) an increase in gross margin, driven by a favorable product margin mix across product lines, and (iii) a $75 million non-recurring charge to settle a legal matter during 2009. As a percentage of net revenues in 2010 as compared to 2009, gross margin and SG&A expenses increased while R&D expenditures decreased.

Segment Results—2009 Compared to 2008

In 2009, the segment’s net sales were $3.9 billion, a decrease of 21% compared to net sales of $4.9 billion in 2008. The 21% decrease in net sales in the Home business was primarily driven by: (i) an 18% decrease in shipments of set-top boxes, primarily due to lower shipments to large cable and telecommunications operators in North America as a result of macroeconomic conditions, and (ii) a lower ASP due to an unfavorable shift in product mix.

Net sales from SD set-top boxes and HD set-top boxes decreased significantly, primarily due to lower shipments to large telecommunication and cable operators in North America as a result of lower demand. The decrease in unit shipments of SD and HD set-top boxes was partially offset by (i) an increase in HD/DVR unit shipments due to increased demand for DVR capabilities, and (ii) an increase in IP based set-top boxes.

On a geographic basis, the 21% decrease in net sales was primarily driven by lower net sales in North America and Latin America, and higher net sales in EMEA and Asia. Net sales in North America accounted for approximately 78% of the segment’s total net sales in 2009, compared to approximately 81% of the segment’s total net sales in 2008.

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The segment had operating earnings of $16 million in 2009, a decrease of 95% compared to operating earnings of $340 million in 2008. The decrease in operating earnings was primarily due to: (i) a decrease in gross margin, driven by the 21% decrease in net sales, and (ii) a $75 million charge related to a legal settlement. These factors were partially offset by a decrease in R&D expenditures, reflecting savings from cost-reduction initiatives. As a percentage of net sales in 2009 as compared to 2008, gross margin decreased slightly and SG&A expenses and R&D expenditures increased.

Significant Accounting Policies

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses the Company’s consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period.

Management bases its estimates and judgments on historical experience, current economic and industry conditions and on various other factors that are believed to be reasonable under the circumstances. This forms the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Management believes the following significant accounting policies require significant judgment and estimates:

—Revenue recognition

—Inventory valuation

—Income taxes

—Valuation of Sigma Fund and investment portfolios

—Restructuring activities

—Retirement-related benefits

—Valuation and recoverability of goodwill and long-lived assets

Revenue Recognition

In October 2009, the Financial Accounting Standards Board (“FASB”) issued new guidance which amended the accounting standards for revenue arrangements with multiple deliverables. The new guidance changes the criteria required to separate deliverables into separate units of accounting when they are sold in a bundled arrangement and requires an entity to allocate an arrangement’s consideration using estimated selling prices (“ESP”) of deliverables if a vendor does not have vendor-specific objective evidence of selling price (“VSOE”) or third-party evidence of selling price (“TPE”). The new guidance also eliminates the use of the residual method to allocate an arrangement’s consideration.

In October 2009, the FASB also issued new guidance to remove from the scope of software revenue recognition guidance tangible products containing software components and non-software components that function together to deliver the tangible product’s essential functionality.

The new accounting guidance is effective for revenue arrangements entered into or materially modified after June 15, 2010. The standards permit prospective or retrospective adoption as well as early adoption. The Company elected to early adopt this guidance at the beginning of its first quarter of fiscal 2010 on a prospective basis for applicable arrangements that were entered into or materially modified after January 1, 2010.

The Company’s material revenue streams are the result of a wide range of activities, from the delivery of stand-alone equipment to custom design and installation over a period of time to bundled sales of devices, equipment, software and services. The Company enters into revenue arrangements that may consist of multiple deliverables of its product and service offerings due to the needs of its customers. Additionally, many of the Company’s products have both software and non-software components that function together to deliver the product’s essential functionality. The Company recognizes revenue when persuasive evidence of an arrangement

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exists, delivery has occurred, the sales price is fixed or determinable, and collectibility of the sales price is reasonably assured. In addition to these general revenue recognition criteria, the following specific revenue recognition policies are followed:

Products and Equipment—For product and equipment sales, revenue recognition generally occurs when products or equipment have been shipped, risk of loss has transferred to the customer, objective evidence exists that customer acceptance provisions have been met, no significant obligations remain and allowances for discounts, price protection, returns and customer incentives can be reliably estimated. Recorded revenues are reduced by these allowances. The Company bases its estimates of these allowances on historical experience taking into consideration the type of products sold, the type of customer, and the specific type of transaction in each arrangement. Where customer incentives cannot be reliably estimated, the Company recognizes revenue at the time the product sells through the distribution channel to the end customer.

Long-Term Contracts—For long-term contracts that involve customization of the Company’s equipment or software, the Company generally recognizes revenue using the percentage of completion method based on the percentage of costs incurred to date compared to the total estimated costs to complete the contract. In certain instances, when revenues or costs associated with long-term contracts cannot be reliably estimated or the contract contains other inherent uncertainties, revenues and costs are deferred until the project is complete and customer acceptance is obtained. When current estimates of total contract revenue and contract costs indicate a contract loss, the loss is recognized in the period it becomes evident.

Services—Revenue for services is generally recognized ratably over the contract term as services are performed.

Software and Licenses—Revenue from pre-paid perpetual licenses is recognized at the inception of the arrangement, presuming all other relevant revenue recognition criteria are met. Revenue from non-perpetual licenses or term licenses is recognized ratably over the period that the licensee uses the license. Revenue from software maintenance, technical support and unspecified upgrades is generally recognized over the period that these services are delivered.

Multiple-Element Arrangements—Arrangements with customers may include multiple deliverables, including any combination of products, equipment, services and software. These multiple element arrangements could also include an element accounted for as a long-term contract coupled with other products, equipment, services and software. For the Company’s multiple-element arrangements where at least one of the deliverables is not subject to existing software revenue recognition guidance, deliverables are separated into more than one unit of accounting when: (i) the delivered element(s) have value to the customer on a stand-alone basis, and (ii) delivery of the undelivered element(s) is probable and substantially in the control of the Company. Based on the new accounting guidance adopted January 1, 2010, revenue is then allocated to each unit of accounting based on the relative selling price of each unit of accounting based first on VSOE if it exists, based next on TPE if VSOE does not exist, and, finally, if both VSOE and TPE do not exist, based on ESP.

• VSOE—In many instances, products are sold separately in stand-alone arrangements as customers may support the products themselves or purchase support on a time and materials basis. Additionally, advanced services such as general consulting, network management or advisory projects are often sold in stand-alone engagements. Technical support services are also often sold separately through renewals of annual contracts. The Company determines VSOE based on its normal pricing and discounting practices for the specific product or service when sold separately. In determining VSOE, the Company requires that a substantial majority of the selling prices for a product or service fall within a reasonably narrow pricing range, generally evidenced by the pricing rates of approximately 80% of such historical stand-alone transactions falling within plus or minus 15% of the median rate. In addition, the Company considers the geographies in which the products or services are sold, major product and service groups, customer classification, and other environmental or marketing variables in determining VSOE.

• TPE—VSOE generally exists only when the Company sells the deliverable separately. When VSOE does not exist, the Company attempts to determine TPE based on competitor prices for similar deliverables when sold separately. Generally, the Company’s go-to-market strategy for many of its products differs from that of its peers and its offerings contain a significant level of customization and differentiation such that the comparable pricing of products with similar functionality sold by other companies cannot be obtained. Furthermore, the Company is unable to reliably determine what similar competitor products’ selling prices are on a stand-alone basis. Therefore, the Company is typically not able to determine TPE.

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• ESP—The objective of ESP is to determine the price at which the Company would transact a sale if the product or service were sold on a stand-alone basis. When both VSOE and TPE do not exist, the Company determines ESP for the arrangement element by first collecting all reasonably available data points including sales, cost and margin analysis of the product, and other inputs based on the Company’s normal pricing practices. Second, the Company makes any reasonably required adjustments to the data based on market and Company-specific factors. Third, the Company stratifies the data points, when appropriate, based on customer, magnitude of the transaction and sales volume.

Once elements of an arrangement are separated into more than one unit of accounting, revenue is recognized for each separate unit of accounting based on the nature of the revenue as described above.

The Company’s arrangements with multiple deliverables may also contain a stand-alone software deliverable that is subject to the existing software revenue recognition guidance. The revenue for these multiple-element arrangements is allocated to the software deliverable and the non-software deliverable(s) based on the relative selling prices of all of the deliverables in the arrangement using the hierarchy in the new revenue accounting guidance. In circumstances where the Company cannot determine VSOE or TPE of the selling price for all of the deliverables in the arrangement, including the software deliverable, ESP is used for the purpose of allocating the arrangement consideration.

The Company’s arrangements with multiple deliverables may be comprised entirely of deliverables that are all still subject to the existing software revenue recognition guidance. For these arrangements, revenue is allocated to the deliverables based on VSOE. Should VSOE not exist for the undelivered software element, revenue is deferred until either the undelivered element is delivered or VSOE is established for the element, whichever occurs first. When the fair value of a delivered element has not been established, but fair value exists for the undelivered elements, the Company uses the residual method to recognize revenue if the fair value of all undelivered elements is determinable. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement consideration is allocated to the delivered elements and is recognized as revenue.

Net sales as reported and pro forma net sales that would have been reported during the year ended December 31, 2010, if the transactions entered into or materially modified after January 1, 2010 were still subject to the previous accounting guidance are shown in the following table (in millions):

Year Ended December 31, 2010	As Reported		Pro Forma Basis
Net sales	$	19,282	$	15,953

For the year ended December 31, 2010, the difference between the amount of revenue recorded under the new accounting guidance for revenue recognition as compared to the pro forma amount that would have been recorded under the prior accounting guidance relates primarily to sales of smart phones by the Company’s Mobile Devices segment. The pro forma basis revenue reflects the recognition of revenue related to smart phones that contain a service element and unspecified software upgrade rights under a subscription-based model under which revenue is recognized ratably over the estimated expected life of the smart phone as the Company was unable to determine VSOE for the undelivered element in the transaction. The as reported revenue reflects the allocation of revenue related to smart phones shipped under arrangements executed during the year ended December 31, 2010 using ESP for the device, the service and the unspecified software upgrade rights, resulting in a lower deferral of revenue than under prior accounting guidance. Both the as reported revenue and the pro forma basis revenue contain the revenue recognized under the subscription-based revenue recognition model related to smart phones that contain a service element and unspecified software that shipped under arrangements executed during the year ended December 31, 2009.

In addition, the pro forma basis revenue reflects a reduction in net sales for multiple-element transactions that contain an undelivered specified software product or and for which the Company does not have VSOE as all related revenue would be deferred until the specified software product is delivered or the Company establishes VSOE for the undelivered specified software product. The as reported revenue reflects the allocation of revenue to the multiple elements using a relative selling price method with revenue being ascribed to the undelivered elements based on ESP. Also, the pro forma basis revenue reflects a reduction in net sales for arrangements for which the Company does not have VSOE for post-contract customer support being provided in a multiple-element arrangement. In these instances, the net sales are being recognized ratably over the post-contract customer support period. The as reported

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revenue reflects the allocation of revenue to the multiple-elements using a relative selling price method with revenue being ascribed to the post-contract customer support based on ESP.

Finally, there is a difference in the as reported revenue as compared to the pro forma basis revenue due to the Company’s no longer using the residual method for allocating revenue to the delivered products in a multiple-element arrangement when VSOE exists for the undelivered element but not the delivered element. This situation is most prevalent for networks/system solutions that were sold with additional deliverables that are not in the scope of contract accounting. Under the prior accounting guidance for revenue recognition, the Company would ascribe the residual value to the contract accounting deliverable only when VSOE for the undelivered services or other products in the arrangement could be determined.

Based on the Company’s current sales strategies, the newly adopted accounting guidance for revenue recognition is not expected to have a significant effect on the timing and pattern of revenue recognition for sales in periods after the initial adoption when applied to multiple-element arrangements, except for the continued impact on smartphone revenue recognition. However, the Company expects that this new accounting guidance will facilitate the Company’s efforts to optimize its product and service offerings due to better alignment of the economics of an arrangement and the related accounting treatment. This may lead to the Company’s engaging in new sales practices in the future. As these go-to-market strategies evolve, the Company may modify its pricing practices in the future, which could result in changes in selling prices, including both VSOE and ESP. As a result, the Company’s future revenue recognition for multiple-element arrangements could differ materially from the results reported in the current period. The Company is currently unable to determine the impact that the newly adopted accounting guidance for revenue recognition could have on its reported revenue as these go-to-market strategies evolve.

Changes in costs estimates and the fair values of certain deliverables could negatively impact the Company’s operating results. In addition, unforeseen conditions could arise over the contract term that may have a significant impact on operating results.

Inventory Valuation

The Company records valuation reserves on its inventory for estimated excess or obsolescence. The amount of the reserve is equal to the difference between the cost of the inventory and the estimated market value based upon assumptions about future demand and market conditions. On a quarterly basis, management in each segment performs an analysis of the underlying inventory to identify reserves needed for excess and obsolescence. Management uses its best judgment to estimate appropriate reserves based on this analysis. In addition, the Company adjusts the carrying value of inventory if the current market value of that inventory is below its cost.

At December 31, 2010 and 2009, Inventories consisted of the following:

December 31	2010			2009
Finished goods	$	1,016		$	883
Work-in-process and production materials		893			887
		1,909			1,770
Less inventory reserves		(545	)		(673	)
	$	1,364		$	1,097

The Company balances the need to maintain strategic inventory levels to ensure competitive delivery performance to its customers against the risk of inventory obsolescence due to rapidly changing technology and customer requirements. As reflected above, the Company’s inventory reserves represented 29% of the gross inventory balance at December 31, 2010, compared to 38% of the gross inventory balance at December 31, 2009. The Company has inventory reserves for excess inventory, pending cancellations of product lines due to technology changes, long-life cycle products, lifetime buys at the end of supplier production runs, business exits, and a shift of production to outsourcing.

If future demand or market conditions are less favorable than those projected by management, additional inventory writedowns may be required.

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Income Taxes

The Company’s effective tax rate is based on pre-tax income and the tax rates applicable to that income in the various jurisdictions in which the Company operates. An estimated effective tax rate for a year is applied to the Company’s quarterly operating results. In the event that there is a significant unusual or discrete item recognized, or expected to be recognized, in the Company’s quarterly operating results, the tax attributable to that item would be separately calculated and recorded at the same time as the unusual or discrete item. The Company considers the resolution of prior-year tax matters to be such items. Significant judgment is required in determining the Company’s effective tax rate and in evaluating its tax positions. The Company establishes reserves when it is more likely than not that the Company will not realize the full tax benefit of the position. The Company adjusts these reserves in light of changing facts and circumstances.

Tax regulations may require items of income and expense to be included in a tax return in different periods than the items are reflected in the consolidated financial statements. As a result, the effective tax rate reflected in the consolidated financial statements may be different than the tax rate reported in the income tax return. Some of these differences are permanent, such as expenses that are not deductible on the tax return, and some are temporary differences, such as depreciation expense. Temporary differences create deferred tax assets and liabilities. Deferred tax assets generally represent items that can be used as a tax deduction or credit in the tax return in future years for which the Company has already recorded the tax benefit in the consolidated financial statements. Deferred tax liabilities generally represent tax expense recognized in the consolidated financial statements for which payment has been deferred or expense for which the Company has already taken a deduction on an income tax return, but has not yet been recognized in the consolidated financial statements.

The Company accounts for income taxes by recognizing deferred tax assets and liabilities using enacted tax rates for the effect of the temporary differences between the book and tax basis of recorded assets and liabilities. The Company makes estimates and judgments with regard to the calculation of certain income tax assets and liabilities. Deferred tax assets are reduced by valuation allowances if, based on the consideration of all available evidence, it is more likely than not that some portion of the deferred tax asset will not be realized. Significant weight is given to evidence that can be objectively verified.

The Company evaluates deferred income taxes on a quarterly basis to determine if valuation allowances are required by considering available evidence, including historical and projected taxable income and tax planning strategies that are both prudent and feasible. As of December 31, 2010, the Company’s U.S operations had generated cumulative pre-tax losses over the most recent three year period, which are attributable to the financial performance of the Mobile Devices segment. Because of the losses at Mobile Devices, the Company believes that the weight of negative historical evidence precludes it from considering any forecasted income from the Mobile Devices business in its analysis of the recoverability of deferred tax assets. However, based on the sustained profits of the other businesses, the Company believes that the weight of positive historical evidence allows it to include forecasted income from the other businesses in its analysis of the recoverability of its deferred tax assets. The Company also considered in its analysis tax planning strategies that are prudent and can be reasonably implemented. During 2008, the Company recorded a partial valuation allowance of $2.1 billion against a portion of its U.S. tax carryforwards. During 2009, the Company increased its U.S. valuation allowance by $90 million, primarily relating to capital losses realized from the disposition of a subsidiary, which is accounted for as part of discontinued operations, offset by a decrease in the valuation allowance for refundable general business credits. During 2010, the U.S. valuation allowance was reduced by $39 million, primarily related to certain of the Company’s state tax carryforwards that the Company expects to utilize.

The Company has a total deferred tax asset valuation allowance of approximately $2.8 billion against net deferred tax assets of approximately $5.7 billion as of December 31, 2010, compared to total deferred tax asset valuation allowance of approximately $2.9 billion against net deferred tax assets of approximately $6.2 billion as of December 31, 2009.

Management believes its assumptions about the future performance of the Home and Enterprise Mobility Solutions businesses and the ability of the Company to generate sufficient future taxable income to realize the remaining deferred tax assets are reasonable at this time. However, the Separation of Motorola Mobility Holdings in the first quarter of 2011, which includes the Mobile Devices and Home businesses, from Motorola Solutions will significantly impact the facts and circumstances related to the Company’s deferred tax assets and the assessment of required valuation allowances. It is expected that Motorola Mobility will require a full valuation allowance against

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its net deferred tax assets, excluding certain deferred tax liabilities with an indefinite reversal period. After considering the valuation allowance requirements for the Motorola Mobility net deferred tax assets, it is reasonably possible that Motorola Solutions may reduce a significant portion of the remaining valuation allowance in the near-term.

Valuation of Sigma Fund and Investment Portfolios

Investments in Sigma Fund are carried at fair value. Investments not held in Sigma Fund generally consist of equity and debt securities, which are classified as available-for-sale and are carried at fair value. Fair value is determined in accordance with the authoritative guidance for fair value measurement and disclosures.

Quoted market prices in active markets are available for investments in publicly traded common stock and equivalents and, as such, these investments are classified within Level 1.

The securities classified as Level 2 are primarily those that are professionally managed within the Sigma Fund. The valuation models are developed and maintained by third-party pricing services and use a number of standard inputs to the valuation model, including benchmark yields, reported trades, broker/dealer quotes where the counterparty is standing ready and able to transact, issuer spreads, benchmark securities, bids, offers and other reference data. The valuation model may prioritize these inputs differently at each balance sheet date for any given security, based on market conditions. Not all of the standard inputs listed will be used each time in the valuation models. For each asset class, quantifiable inputs related to perceived market movements and sector news may be considered in addition to the standard inputs.

Level 3 fixed income securities are debt securities that do not have actively traded quotes on the date the Company presents its consolidated balance sheets and require the use of unobservable inputs, such as indicative quotes from dealers and qualitative input from investment advisors, to value these securities.

The Company cannot predict the occurrence of future events that might have an impact on the fair values of its investments in Sigma Fund or other investments carried at fair value.

Restructuring Activities

The Company maintains a formal Involuntary Severance Plan (the “Severance Plan”), which permits the Company to offer eligible employees severance benefits based on years of service and employment grade level in the event that employment is involuntarily terminated as a result of a reduction-in-force or restructuring. The Company recognizes termination benefits based on formulas per the Severance Plan at the point in time that future settlement is probable and can be reasonably estimated based on estimates prepared at the time a restructuring plan is approved by management. Exit costs consist of future minimum lease payments on vacated facilities and other contractual terminations. At each reporting date, the Company evaluates its accruals for employee separation and exit costs to ensure the accruals are still appropriate. In certain circumstances, accruals are no longer needed because of efficiencies in carrying out the plans or because employees previously identified for separation resigned from the Company and did not receive severance or were redeployed due to circumstances not foreseen when the original plans were initiated. In these cases, the Company reverses accruals through the consolidated statements of operations where the original charges were recorded when it is determined they are no longer needed.

Retirement Benefits

The Company’s noncontributory pension plan (the “Regular Pension Plan”) covers U.S. employees who became eligible after one year of service. The benefit formula is dependent upon employee earnings and years of service. Effective January 1, 2005, newly-hired employees were not eligible to participate in the Regular Pension Plan. The Company also provides defined benefit plans which cover non-U.S. employees in certain jurisdictions, principally the United Kingdom, Germany, Japan and Korea (the “Non-U.S. Plans”). Other pension plans are not material to the Company either individually or in the aggregate.

The Company also has a noncontributory supplemental retirement benefit plan (the “Officers’ Plan”) for its elected officers. The Officers’ Plan contains provisions for vesting and funding the participants’ expected retirement

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benefits when the participants meet the minimum age and years of service requirements. Elected officers who were not yet vested in the Officers’ Plan as of December 31, 1999 had the option to remain in the Officers’ Plan or elect to have their benefit bought out in restricted stock units. Effective December 31, 1999, newly elected officers are not eligible to participate in the Officers’ Plan. Effective June 30, 2005, salaries were frozen for this plan.

The Company has an additional noncontributory supplemental retirement benefit plan, the Motorola Supplemental Pension Plan (“MSPP”), which provides supplemental benefits to individuals by replacing the Regular Pension Plan benefits that are lost by such individuals under the retirement formula due to application of the limitations imposed by the Internal Revenue Code. However, elected officers who are covered under the Officers’ Plan or who participated in the restricted stock buy-out are not eligible to participate in MSPP. Effective January 1, 2007, eligible compensation was capped at the IRS limit plus $175,000 (the “Cap”) or, for those already in excess of the Cap as of January 1, 2007, the eligible compensation used to compute such employee’s MSPP benefit for all future years will be the greater of: (i) such employee’s eligible compensation as of January 1, 2007 (frozen at that amount), or (ii) the relevant Cap for the given year. Additionally, effective January 1, 2009, the MSPP was frozen to new participants unless such participation was due to a prior contractual entitlement.

In February 2007, the Company amended the Regular Pension Plan and the MSPP, modifying the definition of average earnings. For years ended prior to December 31, 2007, benefits were calculated using the rolling average of the highest annual earnings in any five years within the previous ten calendar year period. Beginning in January 2008, the benefit calculation was based on the set of the five highest years of earnings within the ten calendar years prior to December 31, 2007, averaged with earnings from each year after 2007. Also effective January 2008, the Company amended the Regular Pension Plan, modifying the vesting period from five years to three years.

In December 2008, the Company amended the Regular Pension Plan, the Officers’ Plan and the MSPP (collectively, the “2008 Amended Pension Plans”) such that, effective March 1, 2009: (i) no participant shall accrue any benefit or additional benefit on or after March 1, 2009, and (ii) no compensation increases earned by a participant on or after March 1, 2009 shall be used to compute any accrued benefit. In 2008, the Company recognized a $237 million curtailment gain associated with this plan amendment.

Certain healthcare benefits are available to eligible domestic employees meeting certain age and service requirements upon termination of employment (the “Postretirement Health Care Benefits Plan”). For eligible employees hired prior to January 1, 2002, the Company offsets a portion of the postretirement medical costs to the retired participant. As of January 1, 2005, the Postretirement Health Care Benefits Plan has been closed to new participants.

Accounting methodologies use an attribution approach that generally spreads individual events over the service lives of the employees in the plan. Examples of “events” are plan amendments and changes in actuarial assumptions such as discount rate, expected long-term rate of return on plan assets, and rate of compensation increases. The principle underlying the required attribution approach is that employees render service over their service lives on a relatively consistent basis and, therefore, the income statement effects of pension benefits or postretirement health care benefits are earned in, and should be expensed in, the same pattern.

There are various assumptions used in calculating the net periodic benefit expense and related benefit obligations. One of these assumptions is the expected long-term rate of return on plan assets. The required use of the expected long-term rate of return on plan assets may result in recognized pension income that is greater or less than the actual returns of those plan assets in any given year. Over time, however, the expected long-term returns are designed to approximate the actual long-term returns and therefore result in a pattern of income and expense recognition that more closely matches the pattern of the services provided by the employees. Differences between actual and expected returns are recognized in the net periodic pension calculation over five years.

The Company uses long-term historical actual return experience with consideration of the expected investment mix of the plans’ assets, as well as future estimates of long-term investment returns, to develop its expected rate of return assumption used in calculating the net periodic pension cost and the net retirement healthcare expense. The Company’s investment return assumption for the Regular Pension Plan and Postretirement Healthcare Benefits Plan was 8.25% in both 2010 and 2009. The investment return assumption for the Officers’ Plan was 6% in both 2010 and 2009. At December 31, 2010, the Regular Pension Plan and the Postretirement Health Care Benefits Plan investment portfolios were predominantly equity investments and the Officers’ Plan investment portfolio was predominantly fixed-income securities.

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A second key assumption is the discount rate. The discount rate assumptions used for pension benefits and postretirement health care benefits accounting reflects, at December 31 of each year, the prevailing market rates for high-quality, fixed-income debt instruments that, if the obligation was settled at the measurement date, would provide the necessary future cash flows to pay the benefit obligation when due. The Company’s discount rates for measuring its U.S. pension obligations were 5.75% and 6% at December 2010 and 2009, respectively. The Company’s discount rates for measuring the Postretirement Health Care Benefits Plan obligation were 5.25% and 5.75% at December 31, 2010 and 2009, respectively.

A final set of assumptions involves the cost drivers of the underlying benefits. The rate of compensation increase is a key assumption used in the actuarial model for pension accounting and is determined by the Company based upon its long-term plans for such increases. The Company’s 2010 and 2009 rate for future compensation increase for the Regular Pension Plan and Officers’ Plan was 0%, as the salaries to be utilized for calculation of benefits under these plans have been frozen. For the Postretirement Health Care Benefits Plan, the Company reviews external data and its own historical trends for health care costs to determine the health care cost trend rates. Based on this review, the health care cost trend rate used to determine the December 31, 2010 accumulated postretirement benefit obligation is 7.25% for 2011. This rate is expected to remain flat through 2013, with a decline in years 2014 and 2015 until it reaches 5% in 2016. Beyond 2016, this rate is expected to remain flat at 5%. The health care trend rate used to determine the December 31, 2009 accumulated postretirement benefit obligation was 8.5%.

For the year ended December 31, 2010, the Company recognized net periodic pension expense of $119 million related to its U.S. pension plans. For the year ended December 31, 2009, the Company recognized net periodic pension expense for its U.S. pension plans of $72 million. Cash contributions of $157 million were made to the U.S. pension plans during 2010. In January 2011, the Pension Benefit Guaranty Corporation (“PBGC”) announced an agreement with Motorola Solutions under which the Company will contribute $100 million above and beyond its legal requirement to its Regular Pension Plan over the next five years. The Company and the PBGC entered into the agreement as the Company was in the process of separating Motorola Mobility and pursuing the sale of certain assets of its Networks business. Also in January 2011, the Company elected the available optional pension contribution relief which reduced its required 2011 Regular Pension Plan contribution from approximately $265 million to approximately $235 million. The Company expects to make cash contributions of approximately $240 million to its U.S. pension plans and approximately $40 million to its non-U.S. pension plans during 2011. The Company maintained all of the U.S. pension liabilities and the majority of the non-U.S. pension liabilities following the Separation of Motorola Mobility on January 4, 2011.

The Company recognized net postretirement health care expense of $18 million and $20 million for the years ended December 31, 2010 and 2009, respectively. No cash contributions were made to this plan in 2010. The Company expects to make no cash contributions to the Postretirement Health Care Benefits Plan in 2011. The Company maintained the entire Postretirement Health Care Benefits Plan liability following the Separation of Motorola Mobility on January 4, 2011.

The Company maintains a number of endorsement split-dollar life insurance policies that were taken out on now-retired officers under a plan that was frozen prior to December 31, 2004. The Company had purchased the life insurance policies to insure the lives of employees and then entered into a separate agreement with the employees that split the policy benefits between the Company and the employee. Motorola Solutions owns the policies, controls all rights of ownership, and may terminate the insurance policies. To effect the split-dollar arrangement, Motorola Solutions endorsed a portion of the death benefits to the employee and, upon the death of the employee, the employee’s beneficiary typically receives the designated portion of the death benefit directly from the insurance company and the Company receives the remainder of the death benefit. The Company adopted new accounting guidance on Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements” as of January 1, 2008. This guidance requires that a liability for the benefit obligation be recorded because the promise of postretirement benefit has not been settled through the purchase of an endorsement split-dollar life insurance arrangement. As a result of the adoption of this new guidance, the Company recorded a liability representing the actuarial present value of the future death benefits as of the employees’ expected retirement date of $45 million with the offset reflected as a cumulative-effect adjustment to January 1, 2008 Retained earnings and Accumulated other comprehensive income (loss) in the amounts of $4 million and $41 million, respectively, in the Company’s consolidated statement of stockholders’ equity. It is currently expected that minimal cash payments will be required to fund these policies.

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The net periodic pension cost for these split-dollar life insurance arrangements was $5 million and $6 million for both the years ended December 31, 2010 and 2009, respectively. The Company has recorded a liability representing the actuarial present value of the future death benefits as of the employees’ expected retirement date of $51 million and $48 million as of December 31, 2010 and December 31, 2009, respectively.

The Company’s measurement date of its plan assets and obligations is December 31.

Valuation and Recoverability of Goodwill and Long-lived Assets

The Company tests the recorded amount of goodwill for recovery on an annual basis in the fourth quarter of each fiscal year. Goodwill is tested more frequently if indicators of impairment exist. The Company continually assesses whether any indicators of impairment exist, which requires a significant amount of judgment. Such indicators may include: a sustained significant decline in its share price and market capitalization; a decline in its expected future cash flows; a significant adverse change in legal factors or in the business climate; unanticipated competition; the testing for recoverability of a significant asset group within a reporting unit; or slower growth rates, among others. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on our combined financial statements.

The goodwill impairment test is performed at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment (referred to as a “component”). A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component. When two or more components of an operating segment have similar economic characteristics, the components shall be aggregated and deemed a single reporting unit. An operating segment shall be deemed to be a reporting unit if all of its components are similar, if none of its components is a reporting unit, or if the segment comprises only a single component. As such, the Company has determined that the Mobile Devices segment meets the requirement of a reporting unit. For the Enterprise Mobility Solutions segment, the Company has identified two reporting units, the Government and Public Safety reporting unit and the Enterprise Mobility reporting unit. For the Home segment, the Company has identified two reporting units, the Broadband Home Solutions reporting unit and the Access Networks reporting unit.

The goodwill impairment test is a two step analysis. In Step One, the fair value of each reporting unit is compared to its book value. Management must apply judgment in determining the estimated fair value of these reporting units. Fair value is determined using a combination of present value techniques and quoted market prices of comparable businesses. If the fair value of the reporting unit exceeds its book value, goodwill is not deemed to be impaired for that reporting unit, and no further testing would be necessary. If the fair value of the reporting unit is less than its book value, the Company performs Step Two. Step Two uses the calculated fair value of the reporting unit to perform a hypothetical purchase price allocation to the fair value of the assets and liabilities of the reporting unit. The difference between the fair value of the reporting unit calculated in Step One and the fair value of the underlying assets and liabilities of the reporting unit is the implied fair value of the reporting unit’s goodwill. A charge is recorded in the financial statements if the carrying value of the reporting unit’s goodwill is greater than its implied fair value.

The following describes the valuation methodologies used to derive the fair value of the reporting units:

• Income Approach: To determine fair value, the Company discounts the expected future cash flows of the reporting units. The discount rate used represents the estimated weighted average cost of capital, which reflects the overall level of inherent risk involved in our operations and the rate of return a market participant would expect to earn. To estimate cash flows beyond the final year of our model, the Company uses a terminal value approach. Under this approach, the Company uses estimated operating income before interest, taxes, depreciation and amortization in the final year of its model, adjusts it to estimate a normalized cash flow, applies a perpetuity growth assumption and discounts it by a perpetuity discount factor to determine the terminal value. The Company incorporates the present value of the resulting terminal value into its estimate of fair value.

• Market-Based Approach: To corroborate the results of the income approach described above, the Company estimated the fair value of its reporting units using several market-based approaches, including the value that is derived based on Motorola Solutions’ consolidated stock price as described above. The Company also uses the guideline company method, which focuses on comparing our risk profile and growth prospects to select reasonably similar/guideline publicly traded companies.

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The determination of fair value of the reporting units and assets and liabilities within the reporting units requires the Company to make significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to, the discount rate, terminal growth rates, earnings before depreciation and amortization, and capital expenditures forecasts. Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates.

The Company evaluated the merits of each significant assumption, both individually and in the aggregate, used to determine the fair value of the reporting unit, as well as the fair values of the corresponding assets and liabilities within the reporting unit, and concluded they are reasonable. The Company has weighted the valuation of its reporting units at 75% based on the income approach and 25% based on the market-based approach, consistent with prior periods. Motorola Mobility believes that this weighting is appropriate since it is often difficult to find other appropriate companies that are similar to our reporting units and it is our view that future discounted cash flows are more reflective of the value of the reporting units.

For the annual goodwill impairment test performed in the fourth quarter of 2010, The Government and Public Safety, Enterprise Mobility, Mobile Devices, and Broadband Home reporting units had fair values that substantially exceeded its carrying values. For the Access Networks reporting unit, the Company calculated a fair value that was within 11% of the carrying value, using a discount rate of 14% and a terminal growth rate of 3%. The Company believes these assumptions to be reasonable based upon the risk profile and long-term growth prospects of this reporting unit in light of industry market data. In assessing the reasonableness of the calculated fair value of the Access Networks reporting unit, the Company determined that the discount rate used to determine fair value would need to be increased by over 2% for the Access Networks reporting unit before its calculated fair value would be less than its book value. The Company does not believe the resulting discount rate would be reasonable relative to the risks associated with the future cash flows of this business. The Company also determined that the terminal growth rate used to determine fair value would need to decline from 3% to below 1% before its calculated fair value would be less than its book value. This growth rate would not be reasonable given the expected growth of the Access Networks reporting unit’s business nor the industry expectations of the growth in the reporting unit’s markets. Finally, a heavier weighting on the market-based approach would increase the calculated fair value of the reporting unit. Therefore, the Company believes the inputs and assumptions used in determining the fair value of the Access Networks reporting unit are reasonable.

Based on the results of our 2009 and 2010 annual assessments of the recoverability of goodwill, the fair values of all reporting units exceeded their book values, indicating that there was no impairment of goodwill.

Differences in the Company’s actual future cash flows, operating results, growth rates, capital expenditures, cost of capital and discount rates as compared to the estimates utilized for the purpose of calculating the fair value of each reporting unit, as well as a decline in the Company’s stock price and related market capitalization, could affect the results of our annual goodwill assessment and, accordingly, potentially lead to future goodwill impairment charges.

Following is a discussion of the goodwill impairment charges recorded for the year ended December 31, 2008.

During the fourth quarter of 2008, the Company experienced a sustained, significant decline in its stock price that reduced the market capitalization below the book value of the Company. The reduced market capitalization reflected the macroeconomic declines coupled with the market view on the performance of the Mobile Devices reporting unit. The Company considered this decline in its stock price in the impairment assessment.

Based on the results of Step One of our 2008 assessment of the recoverability goodwill, the fair values of the Home, Networks and Government and Public Safety reporting units exceeded their carrying values, indicating that there was no impairment of goodwill at these reporting units.

However, the fair values of the Enterprise Mobility and Mobile Devices reporting units were below their respective book values, indicating a potential impairment of goodwill and the requirement to perform Step Two of the analysis for these reporting units. The Company acquired the main components of the Enterprise Mobility reporting unit in 2007 at which time the book value and fair value of the reporting unit were the same. Because of this fact, the Enterprise Mobility reporting unit was most likely to experience a decline in its fair value below its book value as a result of lower values in the overall market and the deteriorating macroeconomic environment and the market’s view of its near-term impact on the reporting unit. The decline in the fair value of the reporting unit, as measured in the fourth quarter of 2008, resulted from lower forecasted future cash flows for the reporting unit and

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an approximately 1% increase in the discount rate applied in the fourth quarter of 2008, as compared to forecasted future cash flows and the discount rate applied as of the fourth quarter of 2007. The lower cash flows, projected as of December 31, 2008, resulted from lower revenues and operating margins for future periods due to lower forecasted capital spending by the reporting unit’s customers during 2009, compounded by the estimated growth from the lower revenue base in future periods. The discount rate applied during the fourth quarter of 2008, as compared to the rate applied during the fourth quarter of 2007, increased as a result of higher observed risk premiums in the market. The decline in the fair value of the Mobile Devices reporting unit below its book value is a result of the deteriorating macroeconomic environment, lower than expected sales and cash flows as a result of the decision to consolidate platforms announced in the fourth quarter of 2008, and the uncertainty around the reporting unit’s future cash flows.

The allocation of the fair value of the reporting units to individual assets and liabilities within the reporting units also requires us to make significant estimates and assumptions. The allocation requires several analyses to determine fair value of assets and liabilities including, among others, definite-lived intangible assets, pre-paid assets, deferred taxes and current replacement costs for certain property, plant and equipment.

Based on the results of the hypothetical purchase price allocation in Step Two for the Enterprise Mobility and Mobile Devices reporting units in 2008, the implied fair value of goodwill was $0 for Mobile Devices and $1.0 billion for Enterprise Mobility. As a result, the Company reduced the recorded value of goodwill by $55 million at the Mobile Devices reporting unit (representing all of its goodwill) and $1.6 billion at the Enterprise Mobility reporting unit during the three-month period ended December 31, 2008.

The accounting principles regarding goodwill acknowledge that the observed market prices of individual trades of a company’s stock (and thus its computed market capitalization) may not be representative of the fair value of the company as a whole. Additional value may arise from the ability to take advantage of synergies and other benefits that flow from control over another entity. Consequently, measuring the fair value of a collection of assets and liabilities that operate together in a controlled entity is different from measuring the fair value of that entity’s individual common stock. In most industries, including ours, an acquiring entity typically is willing to pay more for equity securities that give it a controlling interest than an investor would pay for a number of equity securities representing less than a controlling interest.

For the purpose of determining the implied control premium calculation in the overall goodwill analysis, the Company applied assumptions for determining the fair value of corporate assets. Corporate assets primarily consist of cash and cash equivalents, Sigma Fund balances, short-term investments, investments, deferred tax assets and corporate facilities. Judgments about the fair value of corporate assets include, among others, an assumption that deferred tax assets should be discounted to reflect their economic lives, that a significant portion of the corporate assets are required to pay off debt, fund the Company’s retirement obligations, meet the near term cash requirements of the Mobile Devices reporting unit, and market participants’ perceptions of the likely restructuring costs, including severance and exit costs, that might be incurred if the Company’s strategy is not successful. The results of the Company’s impairment analysis result in an implied control premium commensurate with historical transactions observed in our industry.

Forward-Looking Statements

Except for historical matters, the matters discussed in this Form 10-K are forward-looking statements that involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements under the following headings: (1) “Enterprise Mobility Solutions segment,” about: (a) industry growth and demand, including opportunities resulting from such growth, (b) customer spending, (c) the impact of the segment’s strategy, (d) the impact from the loss of key customers, (e) competitive position, (f) increased competition, (g) the impact of regulatory matters, (h) the impact from the allocation and regulation of spectrum, (i) the availability of materials and components, energy supplies and labor, (j) the seasonality of the business, (k) the firmness of the segment’s backlog, and (l) the competitiveness of the patent portfolio; (2) “Other Information,” about: (a) the impact from the loss of key customers, and (b) the impact of research and development; (3) “Properties,” about the consequences of a disruption in manufacturing; (4) “Legal Proceedings,” about the ultimate disposition of pending legal matters and timing; (5) “Management’s Discussion and Analysis,” about: (a) market growth/contraction, demand, spending and resulting opportunities, (b) the sale of our Networks business, (c) the return of capital to shareholders, (d) the success of our business strategy and portfolio (e) future payments, charges, use of accruals and expected cost-saving

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and profitability benefits associated with our reorganization of business programs and employee separation costs, (f) the Company’s ability and cost to repatriate funds, (g) the impact of the timing and level of sales and the geographic location of such sales, (h) the impact of maintaining inventory, (i) future cash contributions to pension plans or retiree health benefit plans, (j) the Company’s ability to collect on its Sigma Fund and other investments, (k) the Company’s ability and cost to access the capital markets, (l) the Company’s ability to borrow and the amount available under its credit facilities, (m) the Company’s ability to retire outstanding debt, (n) the Company’s ability and cost to obtain performance related bonds, (o) adequacy of resources to fund expected working capital and capital expenditure measurements, (p) expected payments pursuant to commitments under long-term agreements, (q) the ability to meet minimum purchase obligations, (r) the Company’s ability to sell accounts receivable and the terms and amounts of such sales (s) the outcome and effect of ongoing and future legal proceedings, (t) the impact of recent accounting pronouncements on the Company, (u) the impact of the loss of key customers, and (v) the expected effective tax rate and deductibility of certain items; and (6) “Quantitative and Qualitative Disclosures about Market Risk,” about: (a) the impact of foreign currency exchange risks, (b) future hedging activity and expectations of the Company, and (c) the ability of counterparties to financial instruments to perform their obligations.

Some of the risk factors that affect the Company’s business and financial results are discussed in “Item 1A: Risk Factors.” We wish to caution the reader that the risk factors discussed in “Item 1A: Risk Factors”, and those described elsewhere in this report or in our other Securities and Exchange Commission filings, could cause our actual results to differ materially from those stated in the forward-looking statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

As of December 31, 2010, we have $2.8 billion of long-term debt, including the current portion of long-term debt, which is primarily priced at long-term, fixed interest rates. Of this total long-term debt amount, a $48 million Euro-denominated variable interest loan has a hedge that changes the interest rate characteristics from variable to fixed-rate. A hypothetical unfavorable movement of 10% in the interest rates would have an immaterial impact on the hedge’s fair value.

Foreign Currency Risk

The Company uses financial instruments to reduce its overall exposure to the effects of currency fluctuations on cash flows. The Company’s policy prohibits speculation in financial instruments for profit on exchange rate price fluctuations, trading in currencies for which there are no underlying exposures, or entering into transactions for any currency to intentionally increase the underlying exposure. Instruments that are designated as part of a hedging relationship must be effective at reducing the risk associated with the exposure being hedged and are designated as part of a hedging relationship at the inception of the contract. Accordingly, changes in the market values of hedge instruments must be highly correlated with changes in market values of the underlying hedged items both at the inception of the hedge and over the life of the hedge contract.

The Company’s strategy related to foreign exchange exposure management is to offset the gains or losses on the financial instruments against losses or gains on the underlying operational cash flows or investments based on the operating business units’ assessment of risk. The Company enters into derivative contracts for some of the Company’s non-functional currency receivables and payables, which are primarily denominated in major currencies that can be traded on open markets. The Company typically uses forward contracts and options to hedge these currency exposures. In addition, the Company enters into derivative contracts for some forecasted transactions, which are designated as part of a hedging relationship if it is determined that the transaction qualifies for hedge accounting under the provisions of the authoritative accounting guidance for derivative instruments and hedging activities. A portion of the Company’s exposure is from currencies that are not traded in liquid markets and these are addressed, to the extent reasonably possible, by managing net asset positions, product pricing and component sourcing.

At December 31, 2010, the Company had outstanding foreign exchange contracts totaling $1.5 billion, compared to $1.7 billion outstanding at December 31, 2009. Management believes that these financial instruments should not subject the Company to undue risk due to foreign exchange movements because gains and losses on these

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contracts should generally offset losses and gains on the underlying assets, liabilities and transactions, except for the ineffective portion of the instruments, which are charged to Other within Other income (expense) in the Company’s consolidated statements of operations.

The following table shows the five largest net notional amounts of the positions to buy or sell foreign currency as of December 31, 2010 and the corresponding positions as of December 31, 2009:

	Notional Amount
Net Buy (Sell) by Currency	December 31, 2010			December 31, 2009
Brazilian Real	$	(429	)	$	(342	)
Chinese Renminbi		(409	)		(297	)
Euro		(249	)		(377	)
Malaysian Ringgit		64			16
British Pound		185			143

Foreign exchange financial instruments that are subject to the effects of currency fluctuations, which may affect reported earnings, include derivative financial instruments and other monetary assets and liabilities denominated in a currency other than the functional currency of the legal entity holding the instrument. Derivative financial instruments consist primarily of forward contracts and currency options. Other monetary assets and liabilities denominated in a currency other than the functional currency of the legal entity consist primarily of cash, cash equivalents, Sigma Fund investments and short-term investments, as well as accounts payable and receivable. Accounts payable and receivable are reflected at fair value in the financial statements. Assuming the amounts of the outstanding foreign exchange contracts represent the Company’s underlying foreign exchange risk related to monetary assets and liabilities, a hypothetical unfavorable 10% movement in the foreign exchange rates, from current levels, would reduce the value of those monetary assets and liabilities by approximately $140 million. The Company’s market risk calculation represents an estimate of reasonably possible net losses that would be recognized assuming hypothetical 10% movements in future currency market pricing and is not necessarily indicative of actual results, which may or may not occur. It does not represent the maximum possible loss or any expected loss that may occur, since actual future gains and losses will differ from those estimated, based upon, among other things, actual fluctuation in market rates, operating exposures, and the timing thereof. We believe, however, that any such loss incurred would be offset by the effects of market rate movements on the respective underlying derivative financial instruments transactions. The foreign exchange financial instruments are held for purposes other than trading.

At December 31, 2010, the maximum term of derivative instruments that hedge forecasted transactions was 12 months. The weighted average duration of the Company’s derivative instruments that hedge forecasted transactions was six months.

^® Reg. U.S. Patent & Trademark Office.

MOTOROLA MOTO, MOTOROLA SOLUTIONS and the Stylized M Logo, as well as iDEN are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. All other products or service names are the property of their respective owners.

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Item 8: Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Motorola Solutions, Inc.:

We have audited the accompanying consolidated balance sheets of Motorola Solutions, Inc. and Subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2010. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Motorola Solutions, Inc. and Subsidiaries as of December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 2 to the financial statements, in 2010, the Company adopted revenue recognition guidance for multiple-deliverable revenue arrangements and certain revenue arrangements that include software elements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Motorola Solutions, Inc.’s internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 18, 2011 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Chicago, Illinois

February 18, 2011

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Motorola Solutions, Inc. and Subsidiaries

Consolidated Statements of Operations

	Years Ended December 31
(In millions, except per share amounts)	2010			2009			2008
Net sales	$	19,282		$	18,147		$	25,109
Costs of sales		12,384			12,406			18,171
Gross margin		6,898			5,741			6,938
Selling, general and administrative expenses		3,367			3,058			3,912
Research and development expenditures		2,530			2,598			3,399
Other charges		212			577			2,169
Operating earnings (loss)		789			(492	)		(2,542	)
Other income (expense):
Interest income (expense), net		(131	)		(132	)		38
Gains on sales of investments and businesses, net		48			74			76
Other		(29	)		47			(425	)
Total other income (expense)		(112	)		(11	)		(311	)
Earnings (loss) from continuing operations before income taxes		677			(503	)		(2,853	)
Income tax expense (benefit)		406			(159	)		1,584
Earnings (loss) from continuing operations		271			(344	)		(4,437	)
Earnings from discontinued operations, net of tax		379			316			197
Net earnings (loss)		650			(28	)		(4,240	)
Less: Earnings attributable to noncontrolling interests		17			23			4
Net earnings (loss) attributable to Motorola Solutions, Inc.	$	633		$	(51	)	$	(4,244	)
Amounts attributable to Motorola Solutions, Inc. common shareholders:
Earnings (loss) from continuing operations, net of tax	$	254		$	(367	)	$	(4,441	)
Earnings from discontinued operations, net of tax		379			316			197
Net earnings (loss)	$	633		$	(51	)	$	(4,244	)
Earnings (loss) per common share:
Basic:
Continuing operations	$	0.76		$	(1.12	)	$	(13.72	)
Discontinued operations		1.14			0.96			0.61
	$	1.90		$	(0.16	)	$	(13.11	)
Diluted:
Continuing operations	$	0.75		$	(1.12	)	$	(13.72	)
Discontinued operations		1.12			0.96			0.61
	$	1.87		$	(0.16	)	$	(13.11	)
Weighted average common shares outstanding:
Basic		333.3			327.9			323.6
Diluted		338.1			327.9			323.6
Dividends paid per share	$	—		$	0.35		$	1.40

Presentation gives effect to the Reverse Stock Split, which occurred on January 4, 2011.

See accompanying notes to consolidated financial statements.

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Motorola Solutions, Inc. and Subsidiaries

Consolidated Balance Sheets

	December 31
(In millions, except per share amounts)	2010			2009
ASSETS
Cash and cash equivalents	$	4,208		$	2,869
Sigma Fund and short-term investments		4,655			5,094
Accounts receivable, net		3,268			2,845
Inventories, net		1,364			1,097
Deferred income taxes		1,338			1,082
Other current assets		1,342			1,389
Current assets held for sale		979			1,656
Total current assets		17,154			16,032
Property, plant and equipment, net		1,729			1,819
Sigma Fund		70			66
Investments		310			456
Deferred income taxes		1,619			2,283
Goodwill		2,825			2,714
Other assets		1,428			1,680
Non-current assets held for sale		442			553
Total assets	$	25,577		$	25,603
LIABILITIES AND STOCKHOLDERS’ EQUITY
Notes payable and current portion of long-term debt	$	605		$	536
Accounts payable		2,462			1,998
Accrued liabilities		4,704			4,141
Current liabilities held for sale		939			1,586
Total current liabilities		8,710			8,261
Long-term debt		2,194			3,365
Other liabilities		3,542			3,987
Non-current liabilities held for sale		144			107
Stockholders’ Equity
Preferred stock, $100 par value		—			—
Common stock: 12/31/10—$.01 par value; 12/31/09—$.01 par value		3			3
Authorized shares: 12/31/10—600.0; 12/31/09—600.0
Issued shares: 12/31/10—337.2; 12/31/09—330.6
Outstanding shares: 12/31/10—336.3; 12/31/09—330.3
Additional paid-in capital		8,644			8,231
Retained earnings		4,460			3,827
Accumulated other comprehensive loss		(2,222	)		(2,286	)
Total Motorola Solutions, Inc. stockholders’ equity		10,885			9,775
Noncontrolling interests		102			108
Total stockholders’ equity		10,987			9,883
Total liabilities and stockholders’ equity	$	25,577		$	25,603

Presentation gives effect to the Reverse Stock Split, which occurred on January 4, 2011.

See accompanying notes to consolidated financial statements.

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Motorola Solutions, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity

	Motorola Solutions, Inc. Shareholders
							Accumulated Other Comprehensive Income (Loss)
(In millions, except per share amounts)	Shares			Common Stock and Additional Paid-In Capital			Fair Value Adjustment To Available For Sale Securities, Net of Tax			Foreign Currency Translation Adjustments, Net of Tax			Retirement Benefits Adjustments, Net of Tax			Other Items, Net of Tax			Retained Earnings			Noncontrolling Interests			Comprehensive Earnings (Loss)
Balances at January 1, 2008		323.4		$	7,574		$	(59	)	$	16		$	(704	)	$	—		$	8,575		$	78
Net earnings (loss)																				(4,244	)		4		$	(4,240	)
Net unrealized gains on securities, net of tax of $36								61																		61
Foreign currency translation adjustments, net of tax of $39											(149	)														(149	)
Purchases of a Noncontrolling interest equity																							6
Amortization of retirement benefit adjustments net of tax of $10														19												19
Effect of U.S. pension plan freeze curtailment, net of tax of $(25)														(42	)											(42	)
Year-end and other retirement adjustments, net of tax of $(793)														(1,340	)											(1,340	)
Issuance of common stock and stock options exercised		3.2			134
Share repurchase program		(1.3	)		(138	)
Tax shortfalls from share-based compensation					(6	)
Share-based compensation expense					270
Net loss on derivative instruments, net of tax of $(5)																	(7	)								(7	)
Dividends declared $(1.40 per share)																				(453	)
Balances at December 31, 2008		325.3		$	7,834		$	2		$	(133	)	$	(2,067	)	$	(7	)	$	3,878		$	88		$	(5,698	)
Net earnings (loss)																				(51	)		23		$	(28	)
Net unrealized gain on securities, net of tax of $40								68																		68
Foreign currency translation adjustments, net of tax of $(17)											70															70
Amortization of retirement benefit adjustments, net of tax of $(33)														(65	)											(65	)
Year-end and other retirement adjustments, net of tax of $(22)														(163	)											(163	)
Issuance of common stock and stock options exercised		5.3			111
Tax shortfalls from stock-based compensation					(12	)
Share-based compensation expense					301
Net gain on derivative instruments, net of tax of $6																	9									9
Dividends paid to noncontrolling interest on subsidiary common stock																							(3	)
Balances at December 31, 2009		330.6		$	8,234		$	70		$	(63	)	$	(2,295	)	$	2		$	3,827		$	108		$	(109	)
Net earnings																				633			17		$	650
Net unrealized loss on securities, net of tax of $(34)								(58	)																	(58	)
Foreign currency translation adjustments, net of tax of $46											(63	)														(63	)
Amortization of retirement benefit adjustments, net of tax of $57														112												112
Plan amendment, net of tax of $0														22												22
Remeasurement of retirement benefits, net of tax of $(13)														(28	)											(28	)
Year-end and other retirement adjustments, net of tax of $(14)														81												81
Issuance of common stock and stock options exercised		6.6			144
Tax shortfalls from stock-based compensation					(63	)
Share-based compensation expense					308
Net loss on derivative instruments, net of tax of $(1)																	(2	)								(2	)
Dividends paid to noncontrolling interest on subsidiary common stock																							(23	)
Reclassification of share-based awards from liability to equity					24
Balances at December 31, 2010		337.2		$	8,647		$	12		$	(126	)	$	(2,108	)	$	—		$	4,460		$	102		$	714

See accompanying notes to consolidated financial statements.

72

Motorola Solutions, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

	Years Ended December 31
(In millions)	2010			2009			2008
Operating
Net earnings (loss) attributable to Motorola Solutions, Inc.	$	633		$	(51	)	$	(4,244	)
Earnings attributable to noncontrolling interests		17			23			4
Net earnings (loss)		650			(28	)		(4,240	)
Earnings from discontinued operations		379			316			197
Earnings (loss) from continuing operations		271			(344	)		(4,437	)
Adjustments to reconcile loss from continuing operations to net cash provided by (used for) operating activities:
Depreciation and amortization		572			642			686
Non-cash other charges (income)		(76	)		(12	)		2,619
Share-based compensation expense		273			263			236
Gain on sales of investments and businesses, net		(48	)		(74	)		(76	)
Loss (gain) from extinguishment of long-term debt		12			(67	)		(14	)
Deferred income taxes		346			50			1,698
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
Accounts receivable		(311	)		91			1,749
Inventories		(267	)		1,266			(129	)
Other current assets		41			510			506
Accounts payable and accrued liabilities		920			(2,412	)		(1,716	)
Other assets and liabilities		(199	)		(8	)		(1,447	)
Net cash provided by (used for) operating activities		1,534			(95	)		(325	)
Investing
Acquisitions and investments, net		(170	)		(38	)		(282	)
Proceeds from sales of investments and businesses, net		276			343			120
Distributions from investments		—			—			113
Capital expenditures		(335	)		(204	)		(408	)
Proceeds from sales of property, plant and equipment		28			23			130
Proceeds from sales (purchases) of Sigma Fund investments, net		453			(922	)		853
Proceeds from sales (purchases) of short-term investments, net		(6	)		201			395
Net cash provided by (used for) investing activities		246			(597	)		921
Financing
Repayment of short-term borrowings, net		(5	)		(86	)		(50	)
Repayment of debt		(1,011	)		(132	)		(225	)
Issuance of common stock		179			116			145
Repurchase of common stock		—			—			(138	)
Proceeds from settlement of financial instruments		—			—			158
Payment of dividends		—			(114	)		(453	)
Distributions from discontinued operations		383			703			405
Other, net		(14	)		6			8
Net cash provided by (used for) financing activities		(468	)		493			(150	)
Net cash provided by operating activities from discontinued operations		433			724			551
Net cash used for investing activities from discontinued operations		(58	)		(71	)		(201	)
Net cash used for financing activities from discontinued operations		(383	)		(703	)		(405	)
Effect of exchange rate changes on cash and cash equivalents from discontinued operations		8			50			55
Net cash provided by (used for) discontinued operations		—			—			—
Effect of exchange rate changes on cash and cash equivalents from continuing operations		27			4			(134	)
Net increase (decrease) in cash and cash equivalents		1,339			(195	)		312
Cash and cash equivalents, beginning of year		2,869			3,064			2,752
Cash and cash equivalents, end of year	$	4,208		$	2,869		$	3,064
Cash Flow Information
Cash paid during the year for:
Interest, net	$	240		$	320		$	252
Income taxes, net of refunds		259			159			407

See accompanying notes to consolidated financial statements.

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Motorola Solutions, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars in millions, except as noted)

1.    Summary of Significant Accounting Policies

Principles of Consolidation:    The consolidated financial statements include the accounts of the Company and all controlled subsidiaries. All intercompany transactions and balances have been eliminated.

The consolidated financial statements as of December 31, 2010 and 2009 and for the years ended December 31, 2010, 2009 and 2008, include, in the opinion of management, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly Motorola Solutions, Inc.’s (the “Company” or “Motorola Solutions”) consolidated financial position, results of operations and cash flows for all periods presented.

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Motorola Mobility Separation

On July 1, 2010, an initial registration statement on Form 10 was filed with the U.S. Securities and Exchange Commission (“SEC”) in connection with the Company’s separation into two independent, publicly traded companies. Amendments to the initial registration statement were filed on August 31, 2010, October 8, 2010, November 12, 2010 and November 30, 2010. On December 1, 2010, the SEC granted effectiveness to the Form 10.

On January 4, 2011 (the “Distribution Date”), the separation of Motorola Mobility Holdings, Inc. (“Motorola Mobility”) from Motorola Solutions (the “Separation”) was completed. Motorola Mobility is now an independent public company trading under the symbol “MMI” on the New York Stock Exchange. On January 4, 2011, the stockholders of record as of the close of business on December 21, 2010 (the “Record Date”) received one (1) share of Motorola Mobility common stock for each eight (8) shares of Motorola, Inc. common stock held as of the Record Date (the “Distribution”). The Separation was completed pursuant to an Amended and Restated Master Separation and Distribution Agreement, effective as of July 31, 2010, among Motorola, Inc., Motorola Mobility and Motorola Mobility, Inc. All consolidated per share information presented does not give effect to the Distribution.

After the Distribution Date, the Company does not beneficially own any shares of Motorola Mobility common stock and will not consolidate Motorola Mobility financial results for the purpose of its own financial reporting. The financial information presented in this Form 10-K contains the consolidated position of the Company as of December 31, 2010, which includes the results of Motorola Mobility. Beginning in the first quarter of 2011, the historical financial results of Motorola Mobility will be reflected in the Company’s consolidated financial statements as discontinued operations.

Changes in Presentation

Reverse Stock Split and Name Change

On November 30, 2010, Motorola Solutions announced the timing and details regarding the Separation and the approval of a reverse stock split at a ratio of 1-for-7. Immediately following the Distribution of Motorola Mobility common stock, the Company completed a 1-for-7 reverse stock split (“the Reverse Stock Split”) and changed its name to Motorola Solutions, Inc. All consolidated per share information presented gives effect to the Reverse Stock Split.

Networks Transaction

On July 19, 2010, the Company announced an agreement to sell certain assets and liabilities of its Networks business to Nokia Siemens Networks B.V. (“NSN”) for $1.2 billion in cash (the “Transaction”). The Transaction is

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expected to close in the first quarter of 2011, subject to the satisfaction of closing conditions, including receipt of regulatory approvals. Based on the terms and conditions of the sale agreement, certain assets, including $150 million of accounts receivable, the Company’s iDEN infrastructure business and substantially all the patents related to the Company’s wireless network infrastructure business, are excluded from the Transaction.

Beginning in the third quarter of 2010, the results of operations of the portions of the Networks business included in the Transaction are reported as discontinued operations. Certain Corporate and general costs which have historically been allocated to the Networks business will remain with the Company after the sale of the Networks business.

The operating results of the Company’s iDEN infrastructure business and certain licensing activity generally related to the Networks business are also now being reported as part of the Enterprise Mobility Solutions segment. The Corporate and general costs which have historically been allocated to the Networks business are allocated to the Enterprise Mobility Solutions segment. Additionally, the results of operations of previously disposed businesses, which were deemed to be immaterial at the time of their disposition, have been reclassified from the Enterprise Mobility Solutions segment to discontinued operations. These businesses include: (i) an Israel-based wireless network operator, (ii) the biometrics business, and (iii) Good Technology. The assets and liabilities of the Networks business which are being sold to NSN, as well as the assets and liabilities of the previously disposed businesses recorded by the Company prior to the closing of the underlying transactions, are reported as assets and liabilities held for sale. All previously reported financial information has been revised to conform to the current presentation.

Revenue Recognition

In October 2009, the Financial Accounting Standards Board (“FASB”) issued new guidance which amended the accounting standards for revenue arrangements with multiple deliverables. The new guidance changes the criteria required to separate deliverables into separate units of accounting when they are sold in a bundled arrangement and requires an entity to allocate an arrangement’s consideration using estimated selling prices (“ESP”) of deliverables if a vendor does not have vendor-specific objective evidence of selling price (“VSOE”) or third-party evidence of selling price (“TPE”). The new guidance also eliminates the use of the residual method to allocate an arrangement’s consideration.

In October 2009, the FASB also issued new guidance to remove from the scope of software revenue recognition guidance tangible products containing software components and non-software components that function together to deliver the tangible product’s essential functionality.

The new accounting guidance is effective for revenue arrangements entered into or materially modified after June 15, 2010. The standards permit prospective or retrospective adoption as well as early adoption. The Company elected to early adopt this guidance at the beginning of its first quarter of fiscal 2010 on a prospective basis for applicable arrangements that were entered into or materially modified after January 1, 2010.

The Company’s material revenue streams are the result of a wide range of activities, from the delivery of stand-alone equipment to custom design and installation over a period of time to bundled sales of devices, equipment, software and services. The Company enters into revenue arrangements that may consist of multiple deliverables of its product and service offerings due to the needs of its customers. Additionally, many of the Company’s products have both software and non-software components that function together to deliver the product’s essential functionality. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collectibility of the sales price is reasonably assured. In addition to these general revenue recognition criteria, the following specific revenue recognition policies are followed:

Products and Equipment—For product and equipment sales, revenue recognition generally occurs when products or equipment have been shipped, risk of loss has transferred to the customer, objective evidence exists that customer acceptance provisions have been met, no significant obligations remain and allowances for discounts, price protection, returns and customer incentives can be reliably estimated. Recorded revenues are reduced by these allowances. The Company bases its estimates of these allowances on historical experience taking into consideration the type of products sold, the type of customer, and the specific type of transaction in each arrangement. Where customer incentives cannot be reliably estimated, the Company recognizes revenue at the time the product sells through the distribution channel to the end customer.

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Long-Term Contracts—For long-term contracts that involve customization of the Company’s equipment or software, the Company generally recognizes revenue using the percentage of completion method based on the percentage of costs incurred to date compared to the total estimated costs to complete the contract. In certain instances, when revenues or costs associated with long-term contracts cannot be reliably estimated or the contract contains other inherent uncertainties, revenues and costs are deferred until the project is complete and customer acceptance is obtained. When current estimates of total contract revenue and contract costs indicate a contract loss, the loss is recognized in the period it becomes evident.

Services—Revenue for services is generally recognized ratably over the contract term as services are performed.

Software and Licenses—Revenue from pre-paid perpetual licenses is recognized at the inception of the arrangement, presuming all other relevant revenue recognition criteria are met. Revenue from non-perpetual licenses or term licenses is recognized ratably over the period that the licensee uses the license. Revenue from software maintenance, technical support and unspecified upgrades is generally recognized over the period that these services are delivered.

Multiple-Element Arrangements—Arrangements with customers may include multiple deliverables, including any combination of products, equipment, services and software. These multiple element arrangements could also include an element accounted for as a long-term contract coupled with other products, equipment, services and software. For the Company’s multiple-element arrangements where at least one of the deliverables is not subject to existing software revenue recognition guidance, deliverables are separated into more than one unit of accounting when (i) the delivered element(s) have value to the customer on a stand-alone basis, and (ii) delivery of the undelivered element(s) is probable and substantially in the control of the Company. Based on the new accounting guidance adopted January 1, 2010, revenue is then allocated to each unit of accounting based on the relative selling price of each unit of accounting based first on VSOE if it exists, based next on TPE if VSOE does not exist, and, finally, if both VSOE and TPE do not exist, based on ESP.

• VSOE—In many instances, products are sold separately in stand-alone arrangements as customers may support the products themselves or purchase support on a time and materials basis. Additionally, advanced services such as general consulting, network management or advisory projects are often sold in stand-alone engagements. Technical support services are also often sold separately through renewals of annual contracts. The Company determines VSOE based on its normal pricing and discounting practices for the specific product or service when sold separately. In determining VSOE, the Company requires that a substantial majority of the selling prices for a product or service fall within a reasonably narrow pricing range, generally evidenced by the pricing rates of approximately 80% of such historical stand-alone transactions falling within plus or minus 15% of the median rate. In addition, the Company considers the geographies in which the products or services are sold, major product and service groups, customer classification, and other environmental or marketing variables in determining VSOE.

• TPE—VSOE generally exists only when the Company sells the deliverable separately. When VSOE does not exist, the Company attempts to determine TPE based on competitor prices for similar deliverables when sold separately. Generally, the Company’s go-to-market strategy for many of its products differs from that of its peers and its offerings contain a significant level of customization and differentiation such that the comparable pricing of products with similar functionality sold by other companies cannot be obtained. Furthermore, the Company is unable to reliably determine what similar competitor products’ selling prices are on a stand-alone basis. Therefore, the Company is typically not able to determine TPE.

• ESP—The objective of ESP is to determine the price at which the Company would transact a sale if the product or service were sold on a stand-alone basis. When both VSOE and TPE do not exist, the Company determines ESP for the arrangement element by first collecting all reasonably available data points including sales, cost and margin analysis of the product, and other inputs based on the Company’s normal pricing practices. Second, the Company makes any reasonably required adjustments to the data based on market and Company-specific factors. Third, the Company stratifies the data points, when appropriate, based on customer, magnitude of the transaction and sales volume.

Once elements of an arrangement are separated into more than one unit of accounting, revenue is recognized for each separate unit of accounting based on the nature of the revenue as described above.

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The Company’s arrangements with multiple deliverables may also contain a stand-alone software deliverable that is subject to the existing software revenue recognition guidance. The revenue for these multiple-element arrangements is allocated to the software deliverable and the non-software deliverable(s) based on the relative selling prices of all of the deliverables in the arrangement using the hierarchy in the new revenue accounting guidance. In circumstances where the Company cannot determine VSOE or TPE of the selling price for all of the deliverables in the arrangement, including the software deliverable, ESP is used for the purpose of allocating the arrangement consideration.

The Company’s arrangements with multiple deliverables may be comprised entirely of deliverables that are all still subject to the existing software revenue recognition guidance. For these arrangements, revenue is allocated to the deliverables based on VSOE. Should VSOE not exist for the undelivered software element, revenue is deferred until either the undelivered element is delivered or VSOE is established for the element, whichever occurs first. When the fair value of a delivered element has not been established, but fair value exists for the undelivered elements, the Company uses the residual method to recognize revenue if the fair value of all undelivered elements is determinable. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement consideration is allocated to the delivered elements and is recognized as revenue.

Net sales as reported and pro forma net sales that would have been reported during the year ended December 31, 2010, if the transactions entered into or materially modified after January 1, 2010 were still subject to the previous accounting guidance are shown in the following table (in millions):

Year Ended December 31, 2010	As Reported		Pro Forma Basis
Net sales	$	19,282	$	15,953

For the year ended December 31, 2010, the difference between the amount of revenue recorded under the new accounting guidance for revenue recognition as compared to the pro forma amount that would have been recorded under the prior accounting guidance relates primarily to sales of smart phones by the Company’s Mobile Devices segment. The pro forma basis revenue reflects the recognition of revenue related to smart phones that contain a service element and unspecified software upgrade rights under a subscription-based model under which revenue is recognized ratably over the estimated expected life of the smart phone as the Company was unable to determine VSOE for the undelivered element in the transaction. The as reported revenue reflects the allocation of revenue related to smart phones shipped under arrangements executed during the year ended December 31, 2010 using ESP for the device, the service and the unspecified software upgrade rights, resulting in a lower deferral of revenue than under prior accounting guidance. Both the as reported revenue and the pro forma basis revenue contain the revenue recognized under the subscription-based revenue recognition model related to smart phones that contain a service element and unspecified software that shipped under arrangements executed during the year ended December 31, 2009.

In addition, the pro forma basis revenue reflects a reduction in net sales for multiple-element transactions that contain an undelivered specified software product or and for which the Company does not have VSOE as all related revenue would be deferred until the specified software product is delivered or the Company establishes VSOE for the undelivered specified software product. The as reported revenue reflects the allocation of revenue to the multiple elements using a relative selling price method with revenue being ascribed to the undelivered elements based on ESP. Also, the pro forma basis revenue reflects a reduction in net sales for arrangements for which the Company does not have VSOE for post-contract customer support being provided in a multiple-element arrangement. In these instances, the net sales are being recognized ratably over the post-contract customer support period. The as reported revenue reflects the allocation of revenue to the multiple-elements using a relative selling price method with revenue being ascribed to the post-contract customer support based on ESP.

Finally, there is a difference in the as reported revenue as compared to the pro forma basis revenue due to the Company’s no longer using the residual method for allocating revenue to the delivered products in a multiple-element arrangement when VSOE exists for the undelivered element but not the delivered element. This situation is most prevalent for networks/system solutions that were sold with additional deliverables that are not in the scope of contract accounting. Under the prior accounting guidance for revenue recognition, the Company would ascribe the residual value to the contract accounting deliverable only when VSOE for the undelivered services or other products in the arrangement could be determined.

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Based on the Company’s current sales strategies, the newly adopted accounting guidance for revenue recognition is not expected to have a significant effect on the timing and pattern of revenue recognition for sales in periods after the initial adoption when applied to multiple-element arrangements, except for the continued impact on smartphone revenue recognition. However, the Company expects that this new accounting guidance will facilitate the Company’s efforts to optimize its product and service offerings due to better alignment of the economics of an arrangement and the related accounting treatment. This may lead to the Company’s engaging in new sales practices in the future. As these go-to-market strategies evolve, the Company may modify its pricing practices in the future, which could result in changes in selling prices, including both VSOE and ESP. As a result, the Company’s future revenue recognition for multiple-element arrangements could differ materially from the results reported in the current period. The Company is currently unable to determine the impact that the newly adopted accounting guidance for revenue recognition could have on its reported revenue as these go-to-market strategies evolve.

Changes in cost estimates and the fair values of certain deliverables could negatively impact the Company’s operating results. In addition, unforeseen conditions could arise over the contract term that may have a significant impact on operating results.

Sales and Use Taxes—The Company records taxes imposed on revenue-producing transactions, including sales, use, value added and excise taxes, on a net basis with such taxes excluded from revenue.

Cash Equivalents:    The Company considers all highly-liquid investments purchased with an original maturity of three months or less to be cash equivalents. At December 31, 2010, and 2009, restricted cash was $226 million and $206 million, respectively.

Sigma Fund:    The Company and its wholly-owned subsidiaries invest a significant portion of their U.S. dollar-denominated cash in a fund (the “Sigma Fund”) that allows the Company to efficiently manage its cash around the world. The Sigma Fund portfolio is managed by four independent investment management firms. The investment guidelines of the Sigma Fund require that purchased investments must be in high-quality, investment grade (rated at least A/A-1 by Standard & Poor’s or A2/P-1 by Moody’s Investors Service), U.S. dollar-denominated debt obligations, including certificates of deposit, commercial paper, government bonds, corporate bonds and asset- and mortgage-backed securities. Under the Sigma Fund’s investment policies, except for debt obligations of the U.S. government, agencies and government-sponsored enterprises, no more than 5% of the Sigma Fund portfolio is to consist of debt obligations of any one issuer. The Sigma Fund’s investment policies further require that floating rate investments must have a maturity at purchase date that does not exceed thirty-six months with an interest rate that is reset at least annually. The average interest rate reset of the investments held by the funds must be 120 days or less.

Investments in the Sigma Fund are carried at fair value. The Company primarily relies on valuation pricing models and broker quotes to determine the fair value of investments in the Sigma Fund. The valuation models are developed and maintained by third-party pricing services and use a number of standard inputs to the valuation models, including benchmark yields, reported trades, broker/dealer quotes where the counterparty is standing ready and able to transact, issuer spreads, benchmark securities, bids, offers and other reference data. For each asset class, quantifiable inputs related to perceived market movements and sector news may be considered in addition to the standard inputs.

Investments:    Investments in equity and debt securities classified as available-for-sale are carried at fair value. Debt securities classified as held-to-maturity are carried at amortized cost. Equity securities that are restricted for more than one year or that are not publicly traded are carried at cost. Certain investments are accounted for using the equity method if the Company has significant influence over the issuing entity.

The Company assesses declines in the fair value of investments to determine whether such declines are other-than-temporary. This assessment is made considering all available evidence, including changes in general market conditions, specific industry and individual company data, the length of time and the extent to which the fair value has been less than cost, the financial condition and the near-term prospects of the entity issuing the security, and the Company’s ability and intent to hold investment until recovery. Other-than-temporary impairments of investments are recorded to Other within Other income (expense) in the Company’s consolidated statements of operations in the period in which they become impaired.

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Inventories:    Inventories are valued at the lower of average cost (which approximates cost on a first-in, first-out basis) or market (net realizable value or replacement cost).

Property, Plant and Equipment:    Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is recorded using straight-line and declining-balance methods, based on the estimated useful lives of the assets (buildings and building equipment, 5-40 years; machinery and equipment, 2-10 years) and commences once the assets are ready for their intended use.

Goodwill and Intangible Assets:    Goodwill is not amortized, but instead is tested for impairment at least annually. The goodwill impairment test is performed at the reporting unit level and is a two-step analysis. First, the fair value of each reporting unit is compared to its book value. If the fair value of the reporting unit is less than its book value, the Company performs a hypothetical purchase price allocation based on the reporting unit’s fair value to determine the fair value of the reporting unit’s goodwill. Fair value is determined using a combination of present value techniques and market prices of comparable businesses.

Intangible assets are generally amortized on a straight line basis over their respective estimated useful lives ranging from one to 13 years. The Company has no intangible assets with indefinite useful lives.

Impairment of Long-Lived Assets:    Long-lived assets, which include intangible assets, held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. The Company evaluates recoverability of assets to be held and used by comparing the carrying amount of an asset (group) to future net undiscounted cash flows to be generated by the asset (group). If an asset is considered to be impaired, the impairment to be recognized is equal to the amount by which the carrying amount of the asset exceeds the asset’s fair value calculated using a discounted future cash flows analysis or market comparables. Assets held for sale, if any, are reported at the lower of the carrying amount or fair value less cost to sell.

Income Taxes:    Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in the period that includes the enactment date.

Deferred tax assets are reduced by valuation allowances if, based on the consideration of all available evidence, it is more likely than not that some portion of the deferred tax asset will not be realized. Significant weight is given to evidence that can be objectively verified. The Company evaluates deferred income taxes on a quarterly basis to determine if valuation allowances are required by considering available evidence. Deferred tax assets are realized by having sufficient future taxable income to allow the related tax benefits to reduce taxes otherwise payable. The sources of taxable income that may be available to realize the benefit of deferred tax assets are future reversals of existing taxable temporary differences, future taxable income exclusive of reversing temporary differences and carryforwards, taxable income in carry-back years and tax planning strategies that are both prudent and feasible.

The Company recognizes the effect of income tax positions only if sustaining those positions is more likely than not. Changes in recognition or measurement are reflected in the period in which a change in judgment occurs. The Company records interest related to unrecognized tax benefits in Interest expense and penalties in Selling, general and administrative expenses in the Company’s consolidated statements of operations.

Long-term Receivables:    Long-term receivables include trade receivables where contractual terms of the note agreement are greater than one year. Long-term receivables are considered impaired when management determines collection of all amounts due according to the contractual terms of the note agreement, including principal and interest, is no longer probable. Impaired long-term receivables are valued based on the present value of expected future cash flows, discounted at the receivable’s effective rate of interest, or the fair value of the collateral if the receivable is collateral dependent. Interest income and late fees on impaired long-term receivables are recognized only when payments are received. Previously impaired long-term receivables are no longer considered impaired and are reclassified to performing when they have performed under a workout or restructuring for four consecutive quarters.

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Foreign Currency:    Certain of the Company’s non-U.S. operations use their respective local currency as their functional currency. Those operations that do not have the U.S. dollar as their functional currency translate assets and liabilities at current rates of exchange in effect at the balance sheet date and revenues and expenses using rates that approximate those in effect during the period. The resulting translation adjustments are included as a component of Accumulated other comprehensive income (loss) in the Company’s consolidated balance sheets. For those operations that have the U.S. dollar as their functional currency, transactions denominated in the local currency are measured in U.S. dollars using the current rates of exchange for monetary assets and liabilities and historical rates of exchange for nonmonetary assets. Gains and losses from remeasurement of monetary assets and liabilities are included in Other within Other income (expense) within the Company’s consolidated statements of operations.

Derivative Instruments:    Gains and losses on hedges of existing assets or liabilities are marked-to-market and the result is included in Other within Other income (expense) within the Company’s consolidated statements of operations. Gains and losses on financial instruments that qualify for hedge accounting and are used to hedge firm future commitments or forecasted transactions are deferred until such time as the underlying transactions are recognized or recorded immediately when the transaction is no longer expected to occur. Gains or losses on financial instruments that do not qualify as hedges are recognized immediately as income or expense.

Earnings (Loss) Per Share:    The Company calculates its basic earnings (loss) per share based on the weighted-average effect of all common shares issued and outstanding. Net earnings (loss) attributable to Motorola Solutions, Inc. is divided by the weighted average common shares outstanding during the period to arrive at the basic earnings (loss) per share. Diluted earnings (loss) per share is calculated by dividing net earnings (loss) attributable to Motorola Solutions, Inc. by the sum of the weighted average number of common shares used in the basic earnings (loss) per share calculation and the weighted average number of common shares that would be issued assuming exercise or conversion of all potentially dilutive securities, excluding those securities that would be anti-dilutive to the earnings (loss) per share calculation. Both basic and diluted earnings (loss) per share amounts are calculated for earnings (loss) from continuing operations and net earnings (loss) attributable to Motorola Solutions, Inc. for all periods presented. All earnings (loss) per share information presented gives effect to the Reverse Stock Split, which occurred on January 4, 2011.

Share-Based Compensation Costs:    The Company has incentive plans that reward employees with stock options, stock appreciation rights, restricted stock and restricted stock units, as well as an employee stock purchase plan. The amount of compensation cost for these share-based awards is measured based on the fair value of the awards, as of the date that the share-based awards are issued and adjusted to the estimated number of awards that are expected to vest. The fair value of stock options, stock appreciation rights and the employee stock purchase plan is generally determined using a Black-Scholes option pricing model which incorporates assumptions about expected volatility, risk free rate, dividend yield, and expected life. Compensation cost for share-based awards is recognized on a straight-line basis over the vesting period.

Retirement Benefits:    The Company records annual expenses relating to its pension benefit and postretirement plans based on calculations which include various actuarial assumptions, including discount rates, assumed asset rates of return, compensation increases, turnover rates and health care cost trend rates. The Company reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends. The effects of the gains, losses, and prior service costs and credits are amortized over future service periods. The funding status, or projected benefit obligation less plan assets, for each plan, is reflected in the Company’s consolidated balance sheets using a December 31 measurement date.

Advertising Expense:    Advertising expenses, which are the external costs of marketing the Company’s products, are expensed as incurred. Advertising expenses were $502 million, $387 million and $754 million for the years ended December 31, 2010, 2009 and 2008, respectively.

Use of Estimates:    The preparation of the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of accounts receivable and long- term receivables, inventories, Sigma Fund, investments, goodwill, intangible and other long-lived assets, legal contingencies, guarantee obligations, indemnifications, and assumptions used in the calculation of income taxes, retirement and other post-employment benefits and allowances

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for discounts, price protection, product returns, and customer incentives, among others. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. We adjust such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity, foreign currency, energy markets and declines in consumer spending have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.

Reclassifications:    Certain amounts in prior years’ financial statements and related notes have been reclassified to conform to the 2010 presentation.

2.    Discontinued Operations

During the three months ended October 2, 2010, the Company announced an agreement to sell certain assets and liabilities of its Networks business to Nokia Siemens Networks B.V. (“NSN”). The total assets and total liabilities included in the Transaction, which are preliminary estimates subject to change, are $1.4 billion and $1.1 billion, respectively, based on balances as of December 31, 2010. The Transaction is expected to close during the first quarter of 2011, subject to the satisfaction of closing condition, including receipt of regulatory approvals.

During the three months ended July 3, 2010, the Company completed the sale of its Israel-based wireless network operator business formerly included as part of the Enterprise Mobility Solutions segment. The Company received $170 million in net cash and recorded a gain on sale of the business of $20 million before income taxes, which is included in Earnings from discontinued operations, net of tax, in the Company’s consolidated statements of operations.

During the three months ended April 4, 2009, the Company completed the sale of: (i) Good Technology, and (ii) the biometrics business, which includes its Printrak trademark. Collectively, the Company received $163 million in net cash and recorded a net gain on sale of the businesses of $175 million before income taxes, which is included in Earnings from discontinued operations, net of tax, in the Company’s consolidated statements of operations.

Beginning in the third quarter of 2010, the results of operations of the portions of the Networks business included in the transaction with NSN, as well as the results of operations of the previously disposed businesses discussed above, which were deemed to be immaterial for presentation as discontinued operations at the time of their disposition, are reported as discontinued operations. All previously reported financial information has been revised to conform to the current presentation.

The following table displays summarized activity in the Company’s consolidated statements of operations for discontinued operations during the years ended December 31, 2010, 2009 and 2008.

Years Ended December 31	2010		2009		2008
Net sales	$	3,541	$	3,917	$	5,039
Operating earnings		562		333		151
Gains on sales of investments and businesses, net		19		190		6
Earnings before income taxes		586		500		220
Income tax expense (benefit)		207		184		23
Earnings from discontinued operations, net of tax		379		316		197

The assets and liabilities of the Networks business, as well as the assets and liabilities of the previously disposed businesses recorded by the Company prior to the closing of the underlying transactions, are reported as assets and liabilities held for sale in the applicable periods presented.

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The following table displays a summary of the assets and liabilities held for sale as of December 31, 2010 and December 31, 2009.

December 31	2010		2009
Assets
Accounts receivable, net	$	351	$	651
Inventories, net		197		211
Other current assets		431		794
Property, plant and equipment, net		207		336
Investments		8		3
Goodwill		108		109
Other assets		119		105
	$	1,421	$	2,209
Liabilities
Accounts payable	$	339	$	442
Accrued liabilities		600		1,144
Other liabilities		144		107
	$	1,083		1,693

3.    Other Financial Data

Statement of Operations Information

Other Charges

Other charges included in Operating earnings (loss) consist of the following:

Years Ended December 31	2010			2009		2008
Other charges (income):
Intangibles amortization	$	258		$	277	$	294
Separation-related transaction costs		242			42		59
Reorganization of businesses		100			235		216
IP settlements and reserve adjustments		(359	)		—		—
Legal settlements and related insurance matters, net		(29	)		—		14
Environmental reserve charge		—			23		—
Asset impairments charges		—			—		1,634
Gain on sale of property, plant and equipment		—			—		(48	)
	$	212		$	577	$	2,169

During 2010, the Company entered into a settlement and license agreement with another company, which resolves all outstanding litigation between the two companies. The agreement includes provisions for an upfront payment of $175 million from the other company to Motorola Solutions, future royalties to be paid by the other company to Motorola Solutions for the license of certain intellectual property, and the transfer of certain patents between the companies. As a result of this agreement and the valuation of the patents exchanged, the Company recorded a pre-tax gain of $228 million during the year ended December 31, 2010, related to the settlement of the outstanding litigation between the parties. The rights to these future royalties transferred to Motorola Mobility as part of the Separation on January 4, 2011.

During 2010, the Company entered into a settlement agreement with another company to resolve certain intellectual property disputes between the two companies. As a result of the settlement agreement, the Company received $65 million in cash and was assigned certain patent properties. As a result of this agreement, the Company recorded a pre-tax gain of $94 million during the year ended December 31, 2010, related to the settlement of the outstanding litigation between the parties.

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Other Income (Expense)

Interest income, net, and Other both included in Other income (expense) consist of the following:

Years Ended December 31	2010			2009			2008
Interest income, net:
Interest expense	$	(220	)	$	(211	)	$	(223	)
Interest income		89			79			261
	$	(131	)	$	(132	)	$	38
Other:
Investment impairments	$	(28	)	$	(77	)	$	(365	)
Gain (loss) from the extinguishment of the Company’s outstanding long-term debt		(12	)		67			14
Foreign currency loss		(17	)		(30	)		(136	)
Gain (loss) on Sigma Fund investments		11			80			(101	)
Impairment charges on Sigma Fund investments		—			—			(186	)
U.S. pension plan freeze curtailment gain		—			—			237
Liability extinguishment gain		—			—			56
Gain on interest rate swaps		—			—			24
Other		17			7			32
	$	(29	)	$	47		$	(425	)

Earnings (Loss) Per Common Share

Basic and diluted earnings (loss) per common share from both continuing operations and net earnings (loss) attributable to Motorola Solutions, Inc., including discontinued operations, is computed as follows:

	Continuing Operations								Net Earnings (loss) attributable to Motorola Solutions, Inc.
Years Ended December 31	2010		2009			2008			2010		2009			2008
Basic earnings (loss) per common share:
Earnings (loss)	$	254	$	(367	)	$	(4,441	)	$	633	$	(51	)	$	(4,244	)
Weighted average common shares outstanding		333.3		327.9			323.6			333.3		327.9			323.6
Per share amount	$	0.76	$	(1.12	)	$	(13.72	)	$	1.90	$	(0.16	)	$	(13.11	)
Diluted earnings (loss) per common share:
Earnings (loss)	$	254	$	(367	)	$	(4,441	)	$	633	$	(51	)	$	(4,244	)
Weighted average common shares outstanding		333.3		327.9			323.6			333.3		327.9			323.6
Add effect of dilutive securities: Share-based awards and other		4.8		—			—			4.8		—			—
Diluted weighted average common shares outstanding		338.1		327.9			323.6			338.1		327.9			323.6
Per share amount	$	0.75	$	(1.12	)	$	(13.72	)	$	1.87	$	(0.16	)	$	(13.11	)

Presentation gives effect to the Reverse Stock Split, which occurred on January 4, 2011.

In the computation of diluted earnings per common share from both continuing operation and on a net earnings basis for the year ended December 31, 2010, 14.6 million out-of-the-money stock options and the assumed vesting of 0.7 million restricted stock units were excluded because their inclusion would have been antidilutive. For the years ended December 31, 2009 and 2008, the Company was in a net loss position and, accordingly, the assumed exercise of 27.5 million and 33.2 million stock options, respectively, were excluded from diluted weighted average shares outstanding because their inclusion would have been antidilutive. For the years ended December 31, 2009 and 2008, the Company was in a net loss position and, accordingly, the assumed vesting of 8.8 million and 3.7 million restricted stock units, respectively, were excluded from diluted weighted averages outstanding because their inclusion would have been antidilutive.

Pursuant to the completion of the Separation on January 4, 2011, 8.0 million stock options and 3.8 million unvested restricted stock units held by the employees of Motorola Mobility were subject to cancellation.

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Balance Sheet Information

Sigma Fund

Sigma Fund consists of the following:

	December 31, 2010				December 31, 2009
Fair Value	Current		Non-current		Current		Non-current
Cash	$	2,355	$	—	$	202	$	—
Securities:
U.S. government and agency obligations		2,291		—		4,408		—
Corporate bonds		—		58		367		63
Asset-backed securities		—		1		66		—
Mortgage-backed securities		—		11		49		3
	$	4,646	$	70	$	5,092	$	66

During the years ended December 31, 2010 and 2009, the Company recorded gains related to the Sigma Fund investments of $11 million and $80 million, respectively, in Other income (expense) in the consolidated statement of operations. During the year ended December 31, 2008, the Company recorded total charges related to Sigma Fund investments, including temporary unrealized losses and impairment charges, of $287 million in its consolidated statement of operations.

During the fourth quarter of 2008, the Company changed its accounting for changes in the fair value of investments in the Sigma Fund. Prior to the fourth quarter of 2008, the Company distinguished between declines it considered temporary and declines it considered permanent. When it became probable that the Company would not collect all amounts it was owed on a security according to its contractual terms, the Company considered the security to be impaired and recorded the permanent decline in fair value in earnings. During 2008, the Company recorded $186 million of permanent impairments of Sigma Fund investments in the consolidated statement of operations. Beginning in the fourth quarter of 2008, the Company began recording all changes in the fair value of investments in the Sigma Fund in the consolidated statements of operations. In its stand-alone financial statements, the Sigma Fund uses “investment company” accounting practices and records all changes in the fair value of the underlying investments in earnings, whether such changes are considered temporary or permanent. The Company determined the underlying accounting practices of the Sigma Fund in its stand-alone financial statements should be retained in the Company’s consolidated financial statements. Accordingly, the Company recorded the cumulative loss of $101 million on investments in the Sigma Fund investments in its consolidated statement of operations during the fourth quarter of 2008. The Company determined amounts that arose in periods prior to the fourth quarter of 2008 were not material to the consolidated results of operations in those periods.

Securities with a significant temporary unrealized loss and a maturity greater than 12 months and defaulted securities have been classified as non-current in the Company’s consolidated balance sheets. At December 31, 2010, $70 million of the Sigma Fund investments were classified as non-current, and the weighted average maturity of the Sigma Fund investments classified as non-current (excluding defaulted securities) was 164 months. At December 31, 2009, $66 million of the Sigma Fund investments were classified as non-current.

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Investments

Investments consist of the following:

	Recorded Value				Less
December 31, 2010	Short-term Investments		Investments		Unrealized Gains		Unrealized Losses		Cost Basis
Certificates of deposit	$	7	$	—	$	—	$	—	$	7
Available-for-sale securities:
U.S. government, agency and government-sponsored enterprise obligations		—		17		—		—		17
Corporate bonds		2		11		—		—		13
Mortgage-backed securities		—		3		—		—		3
Common stock and equivalents		—		34		18		—		16
		9		65		18		—		56
Other securities, at cost		—		202		—		—		202
Equity method investments		—		43		—		—		43
	$	9	$	310	$	18	$	—	$	301

	Recorded Value				Less
December 31, 2009	Short-term Investments		Investments		Unrealized Gains		Unrealized Losses			Cost Basis
Available-for-sale securities:
U.S. government, agency and government-sponsored enterprise obligations	$	—	$	23	$	1	$	—		$	22
Corporate bonds		2		10		—		—			12
Mortgage-backed securities		—		3		—		—			3
Common stock and equivalents		—		147		111		(1	)		37
		2		183		112		(1	)		74
Other securities, at cost		—		220		—		—			220
Equity method investments		—		53		—		—			53
	$	2	$	456	$	112	$	(1	)	$	347

During the years ended December 31, 2010, 2009 and 2008, the Company recorded investment impairment charges of $28 million, $77 million and $365 million, respectively, representing other-than-temporary declines in the value of the Company’s available-for-sale investment portfolio. Investment impairment charges are included in Other within Other income (expense) in the Company’s consolidated statements of operations.

Gains on sales of investments and businesses, consists of the following:

Years Ended December 31	2010		2009			2008
Gains on sales of investments, net	$	48	$	91		$	76
Loss on sales of businesses, net		—		(17	)		—
	$	48	$	74		$	76

During the year ended December 31, 2010, the $48 million of net gains primarily related to sales of a number of the Company’s equity investments, of which $31 million of gain was attributable to a single investment. During the year ended December 31, 2009, the $74 million of net gains primarily relates to sales of certain of the Company’s equity investments, of which $32 million of gain was attributable to a single investment. These gains were partially offset by a net loss on the sale of specific businesses. During the year ended December 31, 2008, the $76 million of net gains primarily related to sales of a number of the Company’s equity investments, of which $29 million of gain was attributable to a single investment.

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Accounts Receivable, Net

Accounts receivable, net, consists of the following:

December 31	2010			2009
Accounts receivable	$	3,366		$	2,920
Less allowance for doubtful accounts		(98	)		(75	)
	$	3,268		$	2,845

Inventories, Net

Inventories, net, consist of the following:

December 31	2010			2009
Work-in-process and production materials	$	1,016		$	887
Finished goods		893			883
		1,909			1,770
Less inventory reserves		(545	)		(673	)
	$	1,364		$	1,097

Other Current Assets

Other current assets consists of the following:

December 31	2010		2009
Contract-related deferred costs	$	323	$	287
Costs and earnings in excess of billings		293		258
Contractor receivables		271		329
Value-added tax refunds receivable		100		94
Other		355		421
	$	1,342	$	1,389

Property, Plant and Equipment, Net

Property, plant and equipment, net, consists of the following:

December 31	2010			2009
Land	$	116		$	115
Building		1,520			1,479
Machinery and equipment		3,759			3,496
		5,395			5,090
Less accumulated depreciation		(3,666	)		(3,271	)
	$	1,729		$	1,819

Depreciation expense for the years ended December 31, 2010, 2009 and 2008 was $312 million, $367 million and $392 million, respectively.

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Other Assets

Other assets consists of the following:

December 31	2010		2009
Intangible assets, net of accumulated amortization of $1,561 and $1,312	$	451	$	591
Long-term receivables, net of allowances of $3 and $9		262		117
Royalty license arrangements		228		255
Contract-related deferred costs		181		286
Value-added tax refunds receivable		63		127
Other		243		304
	$	1,428	$	1,680

Accrued Liabilities

Accrued liabilities consists of the following:

December 31	2010		2009
Deferred revenue	$	1,071	$	836
Compensation		804		542
Customer reserves		373		321
Tax liabilities		293		246
Warranty reserves		249		209
Billings in excess of costs and earnings		226		253
Contractor payables		194		235
Customer downpayments		106		159
Other		1,388		1,340
	$	4,704	$	4,141

Other Liabilities

Other liabilities consists of the following:

December 31	2010		2009
Defined benefit plans, including split dollar life insurance policies	$	2,183	$	2,450
Deferred revenue		496		601
Postretirement health care benefits plan		277		287
Unrecognized tax benefits		76		196
Other		510		453
	$	3,542	$	3,987

Stockholders’ Equity Information

Share Repurchase Program:     During the years ended December 31, 2010 and 2009, the Company did not repurchase any of its common shares. During the year ended December 31, 2008, the Company repurchased 1.3 million of its common shares at an aggregate cost of $138 million, or an average cost of $107.24 per share, all of which were repurchased during the three months ended March 29, 2008. These amounts give effect to the Reverse Stock Split, which occurred on January 4, 2011.

The repurchase of common shares took place under programs approved by the Board of Directors, authorizing the Company to repurchase an aggregate amount of up to $7.5 billion of its outstanding shares of common stock over a period of time. This authorization expired in June 2009 and was not renewed. The Company has not repurchased any shares since the first quarter of 2008. All repurchased shares have been retired.

Payment of Dividends:     During the year ended December 31, 2010, the Company did not pay cash dividends to holders of its common stock. During the year ended December 31, 2009, the Company paid $114 million in cash

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dividends to holders of its common stock, all of which was paid during the first quarter of 2009, related to the payment of a dividend declared in November 2008. In February 2009, the Company announced that its Board of Directors suspended the declaration of quarterly cash dividends on the Company’s common stock.

During the year ended December 31, 2010, the Company paid $23 million of dividends to a minority shareholder in connection with a subsidiary’s common stock.

Par Value Change:     On May 4, 2009, the Company’s stockholders approved a change in the par value of Motorola Solutions common stock from $3.00 per share to $.01 per share. The change did not have an impact on the amount of the Company’s Total stockholders’ equity, but it did result in a reclassification of $6.9 billion between Common stock and Additional paid-in capital.

Motorola Mobility Separation:     On January 4, 2011, the separation of Motorola Mobility from Motorola Solutions was completed. On January 4, 2011, the stockholders of record as of the close of business on December 21, 2010 received one (1) share of Motorola Mobility common stock for each eight (8) shares of Motorola, Inc. common stock held as of the Record Date. The Separation was completed pursuant to an Amended and Restated Master Separation and Distribution Agreement, effective as of July 31, 2010, among Motorola, Inc., Motorola Mobility Holdings and Motorola Mobility, Inc.

Reverse Stock Split:    On November 30, 2010, the Company announced the timing and details regarding the Separation and the approval of a reverse stock split at a ratio of 1-for-7. Immediately following the Distribution of Motorola Mobility common stock, the Company completed a 1-for-7 reverse stock split. All consolidated per share information presented gives effect to the Reverse Stock Split.

4.    Debt and Credit Facilities

Long-Term Debt

December 31	2010			2009
7.625% notes due 2010	$	—		$	527
8.0% notes due 2011		600			600
5.375% senior notes due 2012		400			400
6.0% senior notes due 2017		399			399
6.5% debentures due 2025		313			377
7.5% debentures due 2025		346			346
6.5% debentures due 2028		209			283
6.625% senior notes due 2037		224			444
5.22% debentures due 2097		89			196
Other long-term debt		149			214
		2,729			3,786
Adjustments, primarily unamortized gains on interest rate swap terminations		70			110
Less: current portion		(605	)		(531	)
Long-term debt	$	2,194		$	3,365

Other Short-Term Debt

December 31	2010			2009
Notes to banks	$	—		$	5
Add: current portion of long-term debt		605			531
Notes payable and current portion of long-term debt	$	605		$	536
Weighted average interest rates on short-term borrowings throughout the year		3.1	%		3.1	%

In November 2010, the Company repaid, at maturity, the entire $527 million aggregate principal amount outstanding of its 7.625% Notes due November 15, 2010. During the year ended December 31, 2010, the Company repurchased approximately $500 million of its outstanding long-term debt for a purchase price of $477 million, excluding approximately $5 million of accrued interest, all of which occurred during the three months ended

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July 3, 2010. The $500 million of long-term debt repurchased included principal amounts of: (i) $65 million of the $379 million then outstanding of the 6.50% Debentures due 2025 (the “2025 Debentures”), (ii) $75 million of the $286 million then outstanding of the 6.50% Debentures due 2028 (the “2028 Debentures”), (iii) $222 million of the $446 million then outstanding of the 6.625% Senior Notes due 2037 (the “2037 Senior Notes”), and (iv) $138 million of the $252 million then outstanding of the 5.22% Debentures due 2097. After accelerating the amortization of debt issuance costs and debt discounts, the Company recognized a loss of approximately $12 million related to this debt tender in Other within Other income (expense) in the consolidated statements of operations.

During the year ended December 31, 2009, the Company repurchased $199 million of its outstanding long-term debt for an aggregate purchase price of $133 million, including $4 million of accrued interest, all of which occurred during the three months ended April 4, 2009. The $199 million of long-term debt repurchased included principal amounts of: (i) $11 million of the $358 million then outstanding of the 7.50% Debentures due 2025, (ii) $20 million of the $399 million then outstanding 2025 Debentures, (iii) $14 million of the $299 million then outstanding 2028 Debentures, and (iv) $154 million of the $600 million then outstanding 2037 Senior Notes. The Company recognized a gain of approximately $67 million related to these open market purchases in Other within Other income (expense) in the consolidated statements of operations.

Aggregate requirements for long-term debt maturities during the next five years are as follows: 2011—$605 million; 2012—$405 million; 2013—$5 million; 2014—$4 million; and 2015—$4 million.

Credit Facilities

The Company had a domestic syndicated revolving credit facility (as amended from time to time, the “Credit Facility”), scheduled to mature in December 2011. The size of the Credit Facility was the lesser of: (1) $1.5 billion, or (2) an amount determined based on eligible domestic accounts receivable and inventory. If the Company elected to borrow under the Credit Facility, only then and not before, it would be required to pledge its domestic accounts receivables and, at its option, domestic inventory. The Credit Facility did not require the Company to meet any financial covenants unless remaining availability under the Credit Facility was less than $225 million. As of and during the year ended December 31, 2010, there were no outstanding borrowings under this Credit Facility.

At December 31, 2010, the commitment fee assessed against the daily average unused amount was 75 basis points.

On January 4, 2011, the Company terminated the Credit Facility and entered into a new $1.5 billion unsecured syndicated revolving credit facility (the “2011 Motorola Solutions Credit Agreement”) that is scheduled to expire on June 30, 2014. The 2011 Motorola Solutions Credit Agreement includes a provision pursuant to which the Company can increase the aggregate credit facility size up to a maximum of $2.0 billion by adding lenders or having existing lenders increase their commitments. The Company must comply with certain customary covenants, including maintaining maximum leverage and minimum interest coverage ratios as defined in the 2011 Motorola Solutions Credit Agreement. The Company has no outstanding borrowings under the 2011 Motorola Solutions Credit Agreement.

5.    Risk Management

Derivative Financial Instruments

Foreign Currency Risk

The Company uses financial instruments to reduce its overall exposure to the effects of currency fluctuations on cash flows. The Company’s policy prohibits speculation in financial instruments for profit on exchange rate price fluctuations, trading in currencies for which there are no underlying exposures, or entering into transactions for any currency to intentionally increase the underlying exposure. Instruments that are designated as part of a hedging relationship must be effective at reducing the risk associated with the exposure being hedged and are designated as part of a hedging relationship at the inception of the contract. Accordingly, changes in the market values of hedge instruments must be highly correlated with changes in market values of the underlying hedged items both at the inception of the hedge and over the life of the hedge contract.

The Company’s strategy related to foreign exchange exposure management is to offset the gains or losses on the financial instruments against losses or gains on the underlying operational cash flows or investments based on the operating business units’ assessment of risk. The Company enters into derivative contracts for some of the

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Company’s non-functional currency receivables and payables, which are primarily denominated in major currencies that can be traded on open markets. The Company typically uses forward contracts and options to hedge these currency exposures. In addition, the Company enters into derivative contracts for some forecasted transactions, which are designated as part of a hedging relationship if it is determined that the transaction qualifies for hedge accounting under the provisions of the authoritative accounting guidance for derivative instruments and hedging activities. A portion of the Company’s exposure is from currencies that are not traded in liquid markets and these are addressed, to the extent reasonably possible, by managing net asset positions, product pricing and component sourcing.

At December 31, 2010, the Company had outstanding foreign exchange contracts totaling $1.5 billion, compared to $1.7 billion outstanding at December 31, 2009. Management believes that these financial instruments should not subject the Company to undue risk due to foreign exchange movements because gains and losses on these contracts should generally offset losses and gains on the underlying assets, liabilities and transactions, except for the ineffective portion of the instruments, which are charged to Other within Other income (expense) in the Company’s consolidated statements of operations.

The following table shows the five largest net notional amounts of the positions to buy or sell foreign currency as of December 31, 2010 and the corresponding positions as of December 31, 2009:

	Notional Amount
Net Buy (Sell) by Currency	December 31, 2010			December 31, 2009
Brazilian Real	$	(429	)	$	(342	)
Chinese Renminbi		(409	)		(297	)
Euro		(249	)		(377	)
Malaysian Ringgit		64			16
British Pound		185			143

For the year ended December 31, 2010, income representing the ineffective portions of changes in the fair value of cash flow hedge positions was $1 million compared to de minimus income for the year ended December 31, 2009 and expense of $2 million for the year ended December 31, 2008. These amounts are included in Other within Other income (expense) in the Company’s consolidated statements of operations. The above amounts include the change in the fair value of derivative contracts related to the changes in the difference between the spot price and the forward price. These amounts are excluded from the measure of effectiveness. Expense (income) related to cash flow hedges that were discontinued for the years ended December 31, 2010, 2009 and 2008 are included in the amounts noted above.

During the years ended December 31, 2010, 2009 and 2008, on a pre-tax basis, income (expense) of $(6) million, $(18) million and $3 million, respectively, was reclassified from equity to earnings in the Company’s consolidated statements of operations.

At December 31, 2010, the maximum term of derivative instruments that hedge forecasted transactions was 12 months. The weighted average duration of the Company’s derivative instruments that hedge forecasted transactions was six months.

Interest Rate Risk

At December 31, 2010, the Company has $2.8 billion of long-term debt, including the current portion of long-term debt, which is primarily priced at long-term, fixed interest rates.

As part of its liability management program, one of the Company’s European subsidiaries has an outstanding interest rate agreement (“Interest Agreement”) relating to a Euro-denominated loan. The interest on the Euro-denominated loan is variable. The Interest Agreement changes the characteristics of interest rate payments from variable to maximum fixed-rate payments. The Interest Agreement is not accounted for as a part of a hedging relationship and, accordingly, the changes in the fair value of the Interest Agreement is included in Other income (expense) in the Company’s consolidated statements of operations. The weighted average fixed rate payment on the Interest Agreement was 5.18%. At December 31, 2010 and 2009, the fair value of the Interest Agreement put the Company in a liability position of $3 million and $4 million, respectively.

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Counterparty Risk

The use of derivative financial instruments exposes the Company to counterparty credit risk in the event of nonperformance by counterparties. However, the Company’s risk is limited to the fair value of the instruments when the derivative is in an asset position. The Company actively monitors its exposure to credit risk. At present time, all of the counterparties have investment grade credit ratings. The Company is not exposed to material credit risk with any single counterparty. As of December 31, 2010, the Company was exposed to an aggregate credit risk of approximately $1 million with all counterparties.

The following tables summarize the fair values and location in the consolidated balance sheets of all derivative financial instruments held by the Company, including immaterial amounts related to held for sale businesses, at December 31, 2010 and 2009:

	Fair Values of Derivative Instruments
	Assets				Liabilities
December 31, 2010	Fair Value		Balance Sheet Location		Fair Value		Balance Sheet Location
Derivatives designated as hedging instruments:
Foreign exchange contracts	$	1		Other assets	$	—		Other liabilities
Derivatives not designated as hedging instruments:
Foreign exchange contracts		4		Other assets		15		Other liabilities
Interest agreement contracts		—		Other assets		3		Other liabilities
Total derivatives not designated as hedging instruments		4				18
Total derivatives	$	5			$	18

	Fair Values of Derivative Instruments
	Assets				Liabilities
December 31, 2009	Fair Value		Balance Sheet Location		Fair Value		Balance Sheet Location
Derivatives designated as hedging instruments:
Foreign exchange contracts	$	5		Other assets	$	1		Other liabilities
Derivatives not designated as hedging instruments:
Foreign exchange contracts		10		Other assets		16		Other liabilities
Interest agreement contracts		—		Other assets		4		Other liabilities
Total derivatives not designated as hedging instruments		10				20
Total derivatives	$	15			$	21

The following table summarizes the effect of derivative instruments in our consolidated statements of operations, including immaterial amounts related to discontinued operations, for the year ended December 31, 2010 and 2009:

	December 31,						Statement of Operations Location
Gain (Loss) on Derivative Instruments	2010			2009
Derivatives not designated as hedging instruments:
Interest rate contracts		(16	)		(16	)	Other income (expense)
Foreign exchange contracts		(33	)		(166	)	Other income (expense)
Total derivatives not designated as hedging instruments	$	(49	)	$	(182	)

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The following table summarizes the gains and losses recognized in the consolidated financial statements, including immaterial amounts related to discontinued operations, for the years ended December 31, 2010 and 2009:

	December 31,
Foreign Exchange Contracts	2010			2009			Financial Statement Location
Derivatives in cash flow hedging relationships:
Loss recognized in Accumulated other comprehensive loss (effective portion)	$	(9	)	$	—		Accumulated other comprehensive loss
Loss reclassified from Accumulated other comprehensive loss into Net earnings (loss) (effective portion)		(6	)		(18	)	Cost of sales/Sales
Gain (loss) recognized in Net earnings (loss) on derivative (ineffective portion and amount excluded from effectiveness testing)		1			—		Other income (expense)

Stockholders’ Equity

Derivative instruments activity, net of tax, included in Accumulated other comprehensive income (loss) within the consolidated statements of stockholders’ equity for the years ended December 31, 2010, 2009 and 2008 is as follows:

	2010			2009			2008
Balance at January 1	$	2		$	(7	)	$	—
Increase (decrease) in fair value		3			21			(9	)
Reclassifications to earnings, net of tax		(5	)		(12	)		2
Balance at December 31	$	—		$	2		$	(7	)

6.     Income Taxes

Components of earnings (loss) from continuing operations before income taxes are as follows:

Years Ended December 31	2010		2009			2008
United States	$	265	$	(859	)	$	(3,743	)
Other nations		412		356			890
	$	677	$	(503	)	$	(2,853	)

Components of income tax expense (benefit) are as follows:

Years Ended December 31	2010			2009			2008
United States	$	7		$	(314	)	$	(618	)
Other nations		160			105			490
States (U.S.)		74			6			(5	)
Current income tax expense		241			(203	)		(133	)
United States		286			18			1,751
Other nations		6			79			27
States (U.S.)		(127	)		(53	)		(61	)
Deferred income tax expense		165			44			1,717
Total income tax expense (benefit)	$	406		$	(159	)	$	1,584

Deferred tax charges that were recorded within Accumulated other comprehensive loss in the Company’s consolidated balance sheets resulted from retirement benefit adjustments, currency translation adjustments, net gains (losses) on derivative instruments and fair value adjustments to available-for-sale securities. The adjustments were $41 million, $(26) million and $(738) million for the years ended December 31, 2010, 2009 and 2008, respectively.

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The Company evaluates its permanent reinvestment assertions with respect to foreign earnings at each reporting period and, except for certain earnings that the Company intends to reinvest indefinitely due to the capital requirements of the foreign subsidiaries or due to local country restrictions, accrues for the U.S. federal income taxes applicable to the earnings. Undistributed earnings that the Company intends to reinvest indefinitely, and for which no U.S. federal income taxes have been provided, aggregate to $1.3 billion, $2.4 billion and $2.9 billion at December 31, 2010, 2009 and 2008, respectively. The portion of earnings not reinvested indefinitely may be distributed without an additional U.S. federal income tax charge given the U.S. federal tax accrued on undistributed earnings and the utilization of available foreign tax credits. In 2010, the Company recognized deferred income tax expense of $298 million related to undistributed foreign earnings; including a charge for certain prior foreign earnings the Company concluded are no longer considered to be permanently reinvested and for a reduction of the invested capital of certain of its foreign subsidiaries. The capital reduction is part of the Company’s plan to realign its investment in foreign subsidiaries and is pending approval by certain governmental agencies.

In the first quarter of 2010, the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 were signed into law, which eliminated the favorable income tax treatment of Medicare Part D Subsidy receipts effective for tax years starting in 2013. As a result of the tax law change, the Company recorded an $18 million non-cash tax charge to reduce its deferred tax asset associated with Medicare Part D subsidies currently estimated to be received after 2012.

Differences between income tax expense (benefit) computed at the U.S. federal statutory tax rate of 35% and income tax expense (benefit) as reflected in the Consolidated Statements of Operations are as follows:

Years Ended December 31	2010			2009			2008
Income tax expense (benefit) at statutory rate	$	237		$	(176	)	$	(1,000	)
Taxes on non-U.S. earnings		11			11			144
State income taxes		(34	)		(30	)		(43	)
Valuation allowances		(18	)		(28	)		2,321
Goodwill impairment		—			—			555
Tax on undistributed non-U.S. earnings		298			86			17
Other provisions		(104	)		(25	)		(422	)
Research credits		(16	)		(16	)		(9	)
Non-deductible transaction costs		30			13			—
Tax law changes		18			—			—
Other non-deductible costs		5			11			—
Section 199 deduction		(20	)		(7	)		—
Other		(1	)		2			21
	$	406		$	(159	)	$	1,584

Gross deferred tax assets were $8.2 billion and $8.9 billion at December 31, 2010 and 2009, respectively. Deferred tax assets, net of valuation allowances, were $5.4 billion and $6.0 billion at December 31, 2010 and 2009, respectively. Gross deferred tax liabilities were $2.5 billion and $2.7 billion at December 31, 2010 and 2009, respectively.

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Significant components of deferred tax assets (liabilities) are as follows:

December 31	2010			2009
Inventory	$	283		$	312
Accrued liabilities and allowances		380			358
Employee benefits		1,271			1,388
Capitalized items		1,563			551
Tax basis differences on investments		76			90
Depreciation tax basis differences on fixed assets		67			29
Undistributed non-U.S. earnings		(499	)		(235	)
Tax carryforwards		2,014			3,240
Available-for-sale securities		—			(41	)
Business reorganization		36			53
Warranty and customer reserves		211			210
Deferred revenue and costs		298			199
Valuation allowances		(2,777	)		(2,907	)
Deferred charges		37			51
Other		(83	)		35
	$	2,877		$	3,333

The Company accounts for income taxes by recognizing deferred tax assets and liabilities using enacted tax rates for the effect of the temporary differences between the book and tax basis of recorded assets and liabilities. The Company makes estimates and judgments with regard to the calculation of certain income tax assets and liabilities. Deferred tax assets are reduced by valuation allowances if, based on the consideration of all available evidence, it is more-likely-than-not that some portion of the deferred tax asset will not be realized. Significant weight is given to evidence that can be objectively verified.

The Company evaluates deferred income taxes on a quarterly basis to determine if a valuation allowance is required by considering available evidence, including historical and projected taxable income and tax planning strategies that are both prudent and feasible. As of December 31, 2010, the Company’s U.S. operations had generated cumulative pre-tax losses over the most recent three year period, which are attributable to the financial performance of the Mobile Devices segment. Because of the losses at Mobile Devices, the Company believes that the weight of negative historical evidence precludes it from considering any forecasted income from the Mobile Devices business in its analysis of the recoverability of deferred tax assets. However, based on the sustained profits of the other businesses, the Company believes that the weight of positive historical evidence allows it to include forecasted income from the other businesses in its analysis of the recoverability of its deferred tax assets. The Company also considered in its analysis tax planning strategies that are prudent and can be reasonably implemented. During 2008, the Company recorded a partial valuation allowance of $2.1 billion against a portion of its U.S. tax carryforwards that were more likely than not to expire. During 2009, the Company increased its U.S. valuation allowance by $90 million, primarily relating to capital losses realized from the disposition of a subsidiary, which is accounted for as part of discontinued operations, offset by a decrease in the valuation allowance for refundable general business credits. During 2010, the U.S. valuation allowance was reduced by $39 million, primarily related to certain of the Company’s state tax carryforwards that the Company expects to utilize.

At December 31, 2010 and 2009, the Company had valuation allowances of $2.8 billion and $2.9 billion, respectively, against its deferred tax assets, including $331 million and $422 million, respectively, relating to deferred tax assets for non-U.S. subsidiaries. The Company’s valuation allowances for its non-U.S. subsidiaries had a net decrease of $91 million during 2010. The decrease is primarily caused by exchange rate variances and adjustments to the valuation allowance balance based on current year activity. The U.S. valuation allowance relates primarily to tax carryforwards, including foreign tax credits, general business credits and tax carryforwards of acquired businesses which have limitations upon their use, state tax carryforwards and future capital losses related to certain investments. The Company believes that the remaining deferred tax assets are more-likely-than-not to be realizable based on estimates of future taxable income and the implementation of tax planning strategies.

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Tax carryforwards are as follows:

December 31, 2010	Gross Tax Loss		Tax Effected		Expiration Period
United States:
U.S. tax losses	$	774	$	271		2018-2027
Foreign tax credits		n/a		863		2017-2019
General business credits		n/a		326		2017-2030
Minimum tax credits		n/a		109		Unlimited
State tax losses		1,733		52		2011-2030
State tax credits		n/a		21		2011-2025
Non-U.S. Subsidiaries:
Brazil tax losses		231		78		Unlimited
China tax losses		208		52		2012-2015
Japan tax losses		79		32		2015-2017
United Kingdom tax losses		77		21		Unlimited
Germany tax losses		252		72		Unlimited
Singapore tax losses		101		17		Unlimited
Other subsidiaries tax losses		71		16		Various
Spain tax credits		n/a		29		2018-2022
Other subsidiaries tax credits		n/a		55		Various
			$	2,014

The Company had unrecognized tax benefits of $234 million and $466 million at December 31, 2010 and December 31, 2009, respectively, of which approximately $20 million and $100 million, respectively, if recognized, would affect the effective tax rate, net of resulting changes to valuation allowances.

A roll-forward of unrecognized tax benefits, including those attributable to discontinued operations, is as follows:

	2010			2009
Balance at January 1	$	466		$	914
Additions based on tax positions related to current year		29			29
Additions for tax positions of prior years		61			60
Reductions for tax positions of prior years		(161	)		(96	)
Settlements		(156	)		(439	)
Lapse of statute of limitations		(5	)		(2	)
Balance at December 31	$	234		$	466

During 2010, the Company recorded $150 million of tax benefits related to reductions in unrecognized tax benefits relating to facts that indicate the extent to which certain tax positions are more-likely-than-not of being sustained. Additionally, the Company reduced its unrecognized tax benefits by $156 million for settlements with tax authorities, of which $59 million resulted in cash tax payments and the remainder of which reduced tax carryforwards and other deferred tax assets.

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During 2010, the Internal Revenue Service concluded its audit of Symbol Technologies, Inc.’s 2004 through January 9, 2007 pre-acquisition tax years and Motorola Solutions’ 2004 through 2007 tax years. The IRS is currently examining the Company’s 2008 and 2009 tax years. The Company also has several state and non-U.S. audits pending. A summary of open tax years by major jurisdiction is presented below:

Jurisdiction	Tax Years
United States		2007—2010
Brazil		2005—2010
China		2001—2010
France		2004—2010
Germany		2008—2010
India		1996—2010
Israel		2007—2010
Japan		2004—2010
Malaysia		1998—2010
Singapore		1999—2010
United Kingdom		2004—2010

Although the final resolution of the Company’s global tax disputes is uncertain, based on current information, in the opinion of the Company’s management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, liquidity or results of operations. However, an unfavorable resolution of the Company’s global tax disputes could have a material adverse effect on the Company’s consolidated financial position, liquidity or results of operations in the periods in which the matters are ultimately resolved.

Based on the potential outcome of the Company’s global tax examinations, the expiration of the statute of limitations for specific jurisdictions, or the continued ability to satisfy tax incentive obligations, it is reasonably possible that the unrecognized tax benefits will change within the next 12 months. The associated net tax impact on the effective tax rate, exclusive of valuation allowance changes, is estimated to be in the range of a $50 million tax charge to a $75 million tax benefit, with cash payments in the range of $0 to $100 million.

At December 31, 2010, the Company had $25 million and $20 million accrued for interest and penalties, respectively, on unrecognized tax benefits. At December 31, 2009, the Company had $25 million and $15 million accrued for interest and penalties, respectively, on unrecognized tax benefits.

7.    Retirement Benefits

Pension Benefit Plans

The Company’s noncontributory pension plan (the “Regular Pension Plan”) covers U.S. employees who became eligible after one year of service. The benefit formula is dependent upon employee earnings and years of service. Effective January 1, 2005, newly-hired employees were not eligible to participate in the Regular Pension Plan. The Company also provides defined benefit plans which cover non-U.S. employees in certain jurisdictions, principally the United Kingdom, Germany, Japan and Korea (the “Non-U.S. Plans”). Other pension plans are not material to the Company either individually or in the aggregate.

The Company has a noncontributory supplemental retirement benefit plan (the “Officers’ Plan”) for its officers elected prior to December 31, 1999. The Officers’ Plan contains provisions for vesting and funding the participants’ expected retirement benefits when the participants meet the minimum age and years of service requirements. Elected officers who were not yet vested in the Officers’ Plan as of December 31, 1999 had the option to remain in the Officers’ Plan or elect to have their benefit bought out in restricted stock units. Effective December 31, 1999, newly elected officers are not eligible to participate in the Officers’ Plan. Effective June 30, 2005, salaries were frozen for this plan.

The Company has an additional noncontributory supplemental retirement benefit plan, the Motorola Supplemental Pension Plan (“MSPP”), which provides supplemental benefits to individuals by replacing the Regular Pension Plan benefits that are lost by such individuals under the retirement formula due to application of the limitations imposed by the Internal Revenue Code. However, elected officers who are covered under the Officers’

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Plan or who participated in the restricted stock buy-out are not eligible to participate in MSPP. Effective January 1, 2007, eligible compensation was capped at the IRS limit plus $175,000 (the “Cap”) or, for those already in excess of the Cap as of January 1, 2007, the eligible compensation used to compute such employee’s MSPP benefit for all future years will be the greater of: (i) such employee’s eligible compensation as of January 1, 2007 (frozen at that amount), or (ii) the relevant Cap for the given year. Additionally, effective January 1, 2009, the MSPP was closed to new participants unless such participation was required under a prior contractual entitlement.

In February 2007, the Company amended the Regular Pension Plan and the MSPP, modifying the definition of average earnings. For the years ended prior to December 31, 2007, benefits were calculated using the rolling average of the highest annual earnings in any five years within the previous ten calendar year period. Beginning in January 2008, the benefit calculation was based on the set of the five highest years of earnings within the ten calendar years prior to December 31, 2007, averaged with earnings from each year after 2007. In addition, effective January 2008, the Company amended the Regular Pension Plan, modifying the vesting period from five years to three years.

In December 2008, the Company amended the Regular Pension Plan, the Officers’ Plan and the MSPP. Effective March 1, 2009, (i) no participant shall accrue any benefit or additional benefit on and after March 1, 2009, and (ii) no compensation increases earned by a participant on and after March 1, 2009 shall be used to compute any accrued benefit. Additionally, no service performed on and after March 1, 2009, shall be considered service for any purpose under the MSPP. The Company recognized a $237 million curtailment gain associated with this plan amendment in 2008.

The net periodic pension cost (benefit) for the Regular Pension Plan, Officers’ Plan and MSPP and Non-U.S. plans was as follows:

Regular Pension Plan

Years Ended December 31	2010			2009			2008
Service cost	$	—		$	14		$	98
Interest cost		341			336			323
Expected return on plan assets		(377	)		(380	)		(391	)
Amortization of:
Unrecognized net loss		148			78			52
Unrecognized prior service cost		—			—			(31	)
Curtailment gain		—			—			(232	)
Net periodic pension cost (benefit)	$	112		$	48		($	181	)

Officers’ Plan and MSPP

Years Ended December 31	2010			2009			2008
Service cost	$	—		$	—		$	3
Interest cost		3			6			7
Expected return on plan assets		(1	)		(2	)		(2	)
Amortization of:
Unrecognized net loss		3			3			1
Unrecognized prior service cost		—			—			(1	)
Curtailment gain		—			—			(5	)
Settlement loss		2			17			5
Net periodic pension cost	$	7		$	24		$	8

Non-U.S. Plans

Years Ended December 31	2010			2009			2008
Service cost	$	24		$	26		$	34
Interest cost		84			77			87
Expected return on plan assets		(81	)		(69	)		(84	)
Amortization of:
Unrecognized net loss		19			7			1
Unrecognized prior service cost		(4	)		1			1
Settlement/curtailment gain		(4	)		(1	)		(7	)
Net periodic pension cost	$	38		$	41		$	32

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The status of the Company’s plans is as follows:

	2010									2009
	Regular			Officers’ and MSPP			Non U.S.			Regular			Officers’ and MSPP			Non U.S.
Change in benefit obligation:
Benefit obligation at January 1	$	5,821		$	52		$	1,576		$	5,110		$	116		$	1,221
Service cost		—			—			24			14			—			26
Interest cost		341			3			84			336			6			77
Plan amendments		—			—			(115	)		—			—			2
Settlement/curtailment		—			—			2			—			—			(7	)
Actuarial (gain) loss		173			4			54			592			(20	)		214
Foreign exchange valuation adjustment		—			—			(71	)		—			—			87
Employee contributions		—			—			5			—			—			6
Tax payments		—			(3	)		—			—			(1	)		—
Benefit payments		(206	)		(12	)		(54	)		(231	)		(49	)		(50	)
Benefit obligation at December 31		6,129			44			1,505			5,821			52			1,576
Change in plan assets:
Fair value at January 1		3,898			17			1,147			3,295			56			957
Return on plan assets		466			1			124			754			1			123
Company contributions		150			7			47			80			10			39
Employee contributions		—			—			5			—			—			6
Foreign exchange valuation adjustment		—			—			(43	)		—			—			72
Tax payments from plan assets		—			(1	)		—			—			(1	)		—
Benefit payments from plan assets		(206	)		(12	)		(54	)		(231	)		(49	)		(50	)
Fair value at December 31		4,308			12			1,226			3,898			17			1,147
Funded status of the plan		(1,821	)		(32	)		(279	)		(1,923	)		(35	)		(429	)
Unrecognized net loss		2,799			11			323			2,863			13			342
Unrecognized prior service cost		—			—			(99	)		—			—			6
Prepaid (accrued) pension cost	$	978		$	(21	)	$	(55	)	$	940		$	(22	)	$	(81	)
Components of prepaid (accrued) pension cost:
Non-current benefit liability	$	(1,821	)	$	(32	)	$	(279	)	$	(1,923	)	$	(35	)	$	(429	)
Deferred income taxes		1,033			4			35			1,062			6			24
Accumulated other comprehensive income (loss)		1,766			7			189			1,801			7			324
Prepaid (accrued) pension cost	$	978		$	(21	)	$	(55	)	$	940		$	(22	)	$	(81	)

It is estimated that the net periodic cost for 2011 will include amortization of the unrecognized net loss and prior service costs for the Regular Plan, Officers’ and MSPP Plans, and Non-U.S. Plans, currently included in Accumulated other comprehensive loss, of $187 million, $2 million, and $4 million, respectively.

The Company uses a five-year, market-related asset value method of amortizing asset-related gains and losses. Prior service costs are being amortized over periods ranging from 10 to 12 years. Benefits under all pension plans are valued based upon the projected unit credit cost method.

During March of 2010, the Company recognized a curtailment gain in one of its Non-U.S. plans resulting in a reduction of the amounts recognized in Accumulated other comprehensive loss of $22 million. No gain or loss was recognized in the Company’s consolidated statement of operations as a result of the curtailment.

In August 2010, the Company created separate Non-U.S. plans in certain locations, pursuant to the Company’s separation into two independent, publicly traded companies. The portion of existing pension assets and benefit obligations relating to employees covered by the newly-created plans were transferred to those plans. Prior to this transfer the pension assets and benefit obligations were remeasured resulting in an adjustment to Accumulated other comprehensive loss of $28 million, net of taxes of $13 million.

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As a result of the Company’s separation into two independent, publicly traded companies, during the three months ended December 31, 2010, the Company recognized a curtailment gain in one of its Non-U.S. plans, resulting in the recognition of a gain in the Company’s consolidated statement of operations of $4 million. During the same period, as a result of legislative changes that were finalized in December 2010, the Company changed the index used to estimate cost of living increases. As a result, the Company recorded a $55 million gain in Accumulated other comprehensive loss, net of tax. No gain or loss was recognized in the Company’s consolidated statement of operations as a result of the amendment.

Certain actuarial assumptions such as the discount rate and the long-term rate of return on plan assets have a significant effect on the amounts reported for net periodic cost and benefit obligation. The assumed discount rates reflect the prevailing market rates of a universe of high-quality, non-callable, corporate bonds currently available that, if the obligation were settled at the measurement date, would provide the necessary future cash flows to pay the benefit obligation when due. The long-term rates of return on plan assets represents an estimate of long-term returns on an investment portfolio consisting of a mixture of equities, fixed income, cash and other investments similar to the actual investment mix. In determining the long-term return on plan assets, the Company considers long-term rates of return on the asset classes (both historical and forecasted) in which the Company expects the plan funds to be invested.

Weighted average actuarial assumptions used to determine costs for the plans were as follows:

	2010						2009
December 31	U.S.			Non U.S.			U.S.			Non U.S.
Discount rate		6.00	%		5.39	%		6.75	%		6.23	%
Investment return assumption (Regular Plan)		8.25	%		6.86	%		8.25	%		6.86	%
Investment return assumption (Officers’ Plan)		6.00	%		N/A			6.00	%		N/A

Weighted average actuarial assumptions used to determine benefit obligations for the plans were as follows:

	2010						2009
December 31	U.S.			Non U.S.			U.S.			Non U.S.
Discount rate		5.75	%		5.07	%		6.00	%		5.46	%
Future compensation increase rate (Regular Plan)		0.00	%		2.61	%		0.00	%		4.28	%
Future compensation increase rate (Officers’ Plan)		0.00	%		N/A			0.00	%		N/A

The accumulated benefit obligations for the plans were as follows:

	2010						2009
December 31	Regular		Officers’ and MSPP		Non U.S.		Regular		Officers’ and MSPP		Non U.S.
Accumulated benefit obligation	$	6,129	$	44	$	1,482	$	5,821	$	52	$	1,527

The Company has adopted a pension investment policy designed to meet or exceed the expected rate of return on plan assets assumption. To achieve this, the pension plans retain professional investment managers that invest plan assets in equity and fixed income securities and cash. In addition, some plans invest in insurance contracts. The Company’s measurement date of its plan assets and obligations is December 31. The Company has the following target mixes for these asset classes, which are readjusted periodically, when an asset class weighting deviates from the target mix, with the goal of achieving the required return at a reasonable risk level:

	Target Mix
Asset Category	2010			2009
Equity securities		63	%		63	%
Fixed income securities		35	%		35	%
Cash and other investments		2	%		2	%

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The weighted-average pension plan asset allocation by asset categories:

	Actual Mix
December 31	2010			2009
Equity securities		66	%		65	%
Fixed income securities		32	%		32	%
Cash and other investments		2	%		3	%

Within the equity securities asset class, the investment policy provides for investments in a broad range of publicly-traded securities including both domestic and international stocks. Within the fixed income securities asset class, the investment policy provides for investments in a broad range of publicly-traded debt securities ranging from U.S. Treasury issues, corporate debt securities, mortgage and asset-backed securities, as well as international debt securities. In the cash and other investments asset class, investments may be in cash, cash equivalents or insurance contracts.

The Company expects to make cash contributions of approximately $240 million to its U.S. pension plans and approximately $40 million to its non-U.S. pension plans in 2011.

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

Year	Regular		Officer’s and MSPP		Non U.S.
2011	$	250	$	8	$	52
2012		261		2		54
2013		272		5		56
2014		310		2		58
2015		319		2		61
2016-2020		1,803		19		341

Postretirement Health Care Benefits Plan

Certain health care benefits are available to eligible domestic employees meeting certain age and service requirements upon termination of employment (the “Postretirement Health Care Benefits Plan”). For eligible employees hired prior to January 1, 2002, the Company offsets a portion of the postretirement medical costs to the retired participant. As of January 1, 2005, the Postretirement Health Care Benefits Plan has been closed to new participants. The benefit obligation and plan assets for the Postretirement Health Care Benefits Plan have been measured as of December 31, 2010.

The assumptions used were as follows:

December 31	2010			2009
Discount rate for obligations		5.25	%		5.75	%
Investment return assumptions		8.25	%		8.25	%

Net Postretirement Health Care Benefits Plan expenses were as follows:

Years Ended December 31	2010			2009			2008
Service cost	$	6		$	6		$	6
Interest cost		23			27			26
Expected return on plan assets		(16	)		(18	)		(20	)
Amortization of:
Unrecognized net loss		7			7			5
Unrecognized prior service cost		(2	)		(2	)		(2	)
Net postretirement health care expense	$	18		$	20		$	15

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The funded status of the plan is as follows:

	2010			2009
Change in benefit obligation:
Benefit obligation at January 1	$	461		$	429
Service cost		6			6
Interest cost		23			27
Actuarial (gain) loss		(17	)		32
Benefit payments		(26	)		(33	)
Benefit obligation at December 31		447			461
Change in plan assets:
Fair value at January 1		174			168
Return on plan assets		20			35
Company contributions		—			—
Benefit payments made with plan assets		(24	)		(29	)
Fair value at December 31		170			174
Funded status of the plan		(277	)		(287	)
Unrecognized net loss		204			231
Unrecognized prior service cost		(1	)		(3	)
Accrued postretirement health care cost	$	(74	)	$	(59	)

Components of accrued postretirement health care cost:

Years Ended December 31	2010			2009
Non-current liability	$	(277	)	$	(287	)
Tax impact of Medicare Part D subsidy law change		18			—
Deferred income taxes		72			101
Accumulated other comprehensive income		113			127
Accrued postretirement health care cost	$	(74	)	$	(59	)

During the first quarter of 2010, the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 were signed into law, which eliminated the favorable income tax treatment of Medicare Part D Subsidy receipts effective for tax years starting in 2013. As a result of the tax law change, the Company recorded an $18 million non-cash tax charge to reduce its deferred tax asset associated with Medicare Part D subsidies currently estimated to be received after 2012.

It is estimated that the net periodic cost for the Postretirement Health Care Benefits Plan in 2011 will include amortization of the unrecognized net loss and prior service costs, currently included in Accumulated other comprehensive loss, of $11 million.

The Company has adopted an investment policy for plan assets designed to meet or exceed the expected rate of return on plan assets assumption. To achieve this, the plan retains professional investment managers that invest plan assets in equity and fixed income securities and cash. The Company uses long-term historical actual return experience with consideration of the expected investment mix of the plans’ assets, as well as future estimates of long-term investment returns, to develop its expected rate of return assumption used in calculating the net periodic cost and the net retirement healthcare expense. The Company has the following target mixes for these asset classes, which are readjusted at least periodically, when an asset class weighting deviates from the target mix, with the goal of achieving the required return at a reasonable risk level:

	Target Mix
Asset Category	2010			2009
Equity securities		65	%		65	%
Fixed income securities		34	%		34	%
Cash and other investments		1	%		1	%

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The weighted-average asset allocation for plan assets by asset categories:

	Actual Mix
December 31	2010			2009
Equity securities		65	%		67	%
Fixed income securities		33	%		30	%
Cash and other investments		2	%		3	%

Within the equity securities asset class, the investment policy provides for investments in a broad range of publicly-traded securities including both domestic and international stocks. Within the fixed income securities asset class, the investment policy provides for investments in a broad range of publicly-traded debt securities ranging from U.S. Treasury issues, corporate debt securities, mortgages and asset-backed issues, as well as international debt securities. In the cash asset class, investments may be in cash and cash equivalents.

The Company expects to make no cash contributions to the Postretirement Health Care Benefits Plan in 2011. The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

Year
2011	$	33
2012		32
2013		31
2014		30
2015		29
2016-2020		152

The health care cost trend rate used to determine the December 31, 2010 accumulated postretirement benefit obligation is 7.25% for 2011. This rate is expected to remain flat thru 2013, with a decline in years 2014 and 2015 until it reaches 5% in 2016. Beyond 2016, this rate is expected to remain flat at 5%. The health care trend rate used to determine the December 31, 2009 accumulated postretirement benefit obligation was 8.5%.

Changing the health care trend rate by one percentage point would change the accumulated postretirement benefit obligation and the net retiree health care expense as follows:

	1% Point Increase		1% Point Decrease
Increase (decrease) in:
Accumulated postretirement benefit obligation	$	14	$	(13	)
Net retiree health care expense		1		(1	)

The Company maintains a lifetime cap on postretirement health care costs, which reduces the liability duration of the plan. A result of this lower duration is a decreased sensitivity to a change in the discount rate trend assumption with respect to the liability and related expense.

The Company has no significant Postretirement Health Care Benefit Plans outside the United States.

Other Benefit Plans

The Company maintains a number of endorsement split-dollar life insurance policies that were taken out on now-retired officers under a plan that was frozen prior to December 31, 2004. The Company had purchased the life insurance policies to insure the lives of employees and then entered into a separate agreement with the employees that split the policy benefits between the Company and the employee. Motorola Solutions owns the policies, controls all rights of ownership, and may terminate the insurance policies. To effect the split-dollar arrangement, Motorola Solutions endorsed a portion of the death benefits to the employee and upon the death of the employee, the employee’s beneficiary typically receives the designated portion of the death benefits directly from the insurance company and the Company receives the remainder of the death benefits.

The Company adopted new accounting guidance on accounting for split-dollar life insurance arrangements as of January 1, 2008. This guidance requires that a liability for the benefit obligation be recorded because the promise

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of postretirement benefit had not been settled through the purchase of an endorsement split-dollar life insurance arrangement. As a result of the adoption of this new guidance, the Company recorded a liability representing the actuarial present value of the future death benefits as of the employees’ expected retirement date of $45 million with the offset reflected as a cumulative-effect adjustment to January 1, 2008 Retained earnings and Accumulated other comprehensive income (loss) in the amounts of $4 million and $41 million, respectively, in the Company’s consolidated statement of stockholders’ equity. It is currently expected that minimal cash payments will be required to fund these policies.

The net periodic pension cost for these split-dollar life insurance arrangements was $5 million and $6 million for the years ended December 31, 2010 and 2009, respectively. The Company has recorded a liability representing the actuarial present value of the future death benefits as of the employees’ expected retirement date of $51 million and $48 million as of December 31, 2010 and December 31, 2009, respectively.

Defined Contribution Plan

The Company and certain subsidiaries have various defined contribution plans, in which all eligible employees participate. In the U.S., the 401(k) plan is a contributory plan. Matching contributions are based upon the amount of the employees’ contributions. Effective January 1, 2005, newly hired employees have a higher maximum matching contribution at 4% on the first 5% of employee contributions, compared to 3% on the first 6% of employee contributions for employees hired prior to January 2005. Effective January 1, 2009, the Company temporarily suspended all matching contributions to the Motorola Solutions 401(k) plan. Matching contributions were reinstated as of July 1, 2010 at a rate of 4% on the first 4% of employee contributions. The maximum matching contribution for 2010 was pro-rated to account for the number of months remaining after the reinstatement. The Company’s expenses, primarily relating to the employer match, for all defined contribution plans, for the years ended December 31, 2010, 2009 and 2008 were $38 million, $8 million and $82 million, respectively.

8.    Share-Based Compensation Plans and Other Incentive Plans

All share and per share information presented gives effect to the Reverse Stock Split, which occurred on January 4, 2011. The Company also completed the Distribution of Motorola Mobility on January 4, 2011, however, the share and per share information presented does not reflect the Distribution of Motorola Mobility.

Stock Options, Stock Appreciation Rights and Employee Stock Purchase Plan

The Company grants options to acquire shares of common stock to certain employees, and existing option holders in connection with the merging of option plans following an acquisition. Each option granted and stock appreciation right has an exercise price of no less than 100% of the fair market value of the common stock on the date of the grant. The awards have a contractual life of five to ten years and vest over two to four years. Stock options and stock appreciation rights assumed or replaced with comparable stock options or stock appreciation rights in conjunction with a change in control only become exercisable if the holder is also involuntarily terminated (for a reason other than cause) or quits for good reason within 24 months of a change in control.

The employee stock purchase plan allows eligible participants to purchase shares of the Company’s common stock through payroll deductions of up to 10% of eligible compensation on an after-tax basis. Plan participants cannot purchase more than $25,000 of stock in any calendar year. The price an employee pays per share is 85% of the lower of the fair market value of the Company’s stock on the close of the first trading day or last trading day of the purchase period. The plan has two purchase periods, the first one from October 1 through March 31 and the second one from April 1 through September 30. For the years ended December 31, 2010, 2009 and 2008, employees purchased 2.7 million, 4.2 million and 2.7 million shares, respectively, at purchase prices of $41.79 and $42.00, $25.20 and $25.76, and $55.37 and $42.49, respectively.

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The Company calculates the value of each employee stock option, estimated on the date of grant, using the Black-Scholes option pricing model. The weighted-average estimated fair value of employee stock options granted during 2010, 2009 and 2008 was $21.43, $19.43 and $24.30, respectively, using the following weighted-average assumptions:

	2010			2009			2008
Expected volatility		41.7	%		57.1	%		56.4	%
Risk-free interest rate		2.1	%		1.9	%		2.4	%
Dividend yield		0.0	%		0.0	%		2.7	%
Expected life (years)		6.1			3.9			5.5

The Company uses the implied volatility for traded options on the Company’s stock as the expected volatility assumption required in the Black-Scholes model. The selection of the implied volatility approach was based upon the availability of actively traded options on the Company’s stock and the Company’s assessment that implied volatility is more representative of future stock price trends than historical volatility.

The risk-free interest rate assumption is based upon the average daily closing rates during the year for U.S. treasury notes that have a life which approximates the expected life of the option. The dividend yield assumption is based on the Company’s future expectation of dividend payouts. The expected life of employee stock options represents the average of the contractual term of the options and the weighted-average vesting period for all option tranches.

The Company has applied forfeiture rates, estimated based on historical data, of 13%-50% to the option fair values calculated by the Black-Scholes option pricing model. These estimated forfeiture rates are applied to grants based on their remaining vesting term and may be revised in subsequent periods if actual forfeitures differ from these estimates.

Stock option activity was as follows (in thousands, except exercise price and employee data):

	2010					2009					2008
Years Ended December 31	Shares Subject to Options			Wtd. Avg. Exercise Price		Shares Subject to Options			Wtd. Avg. Exercise Price		Shares Subject to Options			Wtd. Avg. Exercise Price
Options outstanding at January 1		23,061		$	84		32,592		$	120		32,036		$	131
Options granted		1,630			50		8,939			45		5,681			58
Options exercised		(1,559	)		42		(206	)		42		(274	)		50
Options terminated, canceled or expired		(3,518	)		104		(18,264	)		128		(4,851	)		123
Options outstanding at December 31		19,614			81		23,061			84		32,592			120
Options exercisable at December 31		12,429			99		11,037			121		21,153			134
Approx. number of employees granted options		529					22,095					3,300

At December 31, 2010, the Company had $100 million of total unrecognized compensation expense, net of estimated forfeitures, related to stock option plans and the employee stock purchase plan that will be recognized over the weighted average period of approximately two years. Cash received from stock option exercises and the employee stock purchase plan was $179 million, $116 million and $145 million for the years ended December 31, 2010, 2009 and 2008, respectively. The total intrinsic value of options exercised during the years ended December 31, 2010, 2009 and 2008 was $17 million, $1 million and $2 million, respectively. The aggregate intrinsic value for options outstanding and exercisable as of December 31, 2010 was $213 million and $111 million, respectively, based on a December 31, 2010 stock price of $63.49 per share. Pursuant to the completion of the Separation on January 4, 2011, approximately 8.0 million stock options held by the employees of Motorola Mobility were subject to cancellation.

At December 31, 2010 and 2009, 6.6 million shares and 8.6 million shares, respectively, were available for future share-based award grants under the current share-based compensation plan, covering all equity awards to employees and non-employee directors.

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The following table summarizes information about stock options outstanding and exercisable at December 31, 2010 (in thousands, except exercise price and years):

	Options Outstanding						Options Exercisable
Exercise price range	No. of options		Wtd. avg. Exercise Price		Wtd. avg. contractual life (in yrs.)		No. of options		Wtd. avg. Exercise Price
Under $49		9,059	$	43		7		3,856	$	41
$49-$97		6,801		65		5		4,914		65
$98-$146		1,537		116		4		1,442		115
$147-$195		233		149		5		233		149
$196-$244		—		—		—		—		—
$245-$293		1,983		275		4		1,983		275
$294-$330		1		313		4		1		313
		19,614						12,429

As of December 31, 2010, the weighted average contractual life for options outstanding and exercisable was six and five years, respectively.

Stock Option Exchange

On May 14, 2009, the Company initiated a tender offer for certain eligible employees (excluding executive officers and directors) to exchange certain out-of-the-money options for new options with an exercise price equal to the fair market value of the Company’s stock as of the grant date. In order to be eligible for the exchange, the options had to have been granted prior to June 1, 2007, expire after December 31, 2009 and have an exercise price equal to or greater than $84.00. The offering period closed on June 12, 2009. On that date, 14 million options were tendered and exchanged for 6 million new options with an exercise price of $47.11 and a ratable annual vesting period over two years. The exchange program was designed so that the fair market value of the new options would approximate the fair market value of the options exchanged. The resulting incremental compensation expense was not material to the Company’s consolidated financial statements. Pursuant to the completion of the separation on January 4, 2011, approximately 8.0 million stock options were subject to cancellation.

Restricted Stock and Restricted Stock Units

Restricted stock (“RS”) and restricted stock unit (“RSU”) grants consist of shares or the rights to shares of the Company’s common stock which are awarded to employees and non-employee directors. The grants are restricted such that they are subject to substantial risk of forfeiture and to restrictions on their sale or other transfer by the employee. Shares of RS and RSUs assumed or replaced with comparable shares of RS or RSUs in conjunction with a change in control will only have the restrictions lapse if the holder is also involuntarily terminated (for a reason other than cause) or quits for good reason within 24 months of a change in control.

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Restricted stock and restricted stock unit activity was as follows (in thousands, except fair value and employee data):

	2010					2009					2008
Years Ended December 31	RSU			Wtd. Avg. Grant Date Fair Value		RSU			Wtd Avg. Grant Date Fair Value		RS and RSU			Wtd Avg. Grant Date Fair Value
RS and RSU outstanding at January 1		8,061		$	55		4,604		$	76		1,536		$	119
Granted		4,772			49		5,478			43		3,872			64
Vested		(2,407	)		58		(988	)		80		(330	)		121
Terminated, canceled or expired		(867	)		56		(1,033	)		60		(474	)		94
RSU outstanding at December 31		9,559			51		8,061			55		4,604			76
Approx. number of employees granted RSUs		29,973					26,969					28,981

At December 31, 2010, the Company had unrecognized compensation expense related to RSUs of $301 million, net of estimated forfeitures, expected to be recognized over the weighted average period of approximately two years. The total fair value of RS and RSU shares vested during the years ended December 31, 2010, 2009 and 2008 was $114 million, $44 million and $19 million, respectively. The aggregate fair value of outstanding RSUs as of December 31, 2010 was $607 million. Pursuant to the completion of the Separation on January 4, 2011, approximately 3.8 million unvested restricted stock units held by the employees of Motorola Mobility were subject to cancellation.

Total Share-Based Compensation Expense

Compensation expense for the Company’s employee stock options, stock appreciation rights, employee stock purchase plans, RS and RSUs was as follows:

Year Ended December 31	2010			2009			2008
Share-based compensation expense included in:
Costs of sales	$	31		$	28		$	26
Selling, general and administrative expenses		156			155			135
Research and development expenditures		86			80			75
Share-based compensation expense included in Operating earnings (loss)		273			263			236
Tax benefit		82			82			73
Share-based compensation expense, net of tax	$	191		$	181		$	163
Decrease in basic earnings per share	$	(0.57	)	$	(0.55	)	$	(0.50	)
Decrease in diluted earning per share	$	(0.56	)	$	(0.55	)	$	(0.50	)
Share-based compensation expense in discontinued operations	$	35		$	33		$	44

Motorola Solutions Incentive Plan

Our incentive plan provides eligible employees with an annual payment, calculated as a percentage of an employee’s eligible earnings, in the year after the close of the current calendar year if specified business goals and individual performance targets are met. The expense for awards under these incentive plans for the years ended December 31, 2010, 2009 and 2008 were $287 million, $153 million and $137 million, respectively.

Long-Range Incentive Plan

The Long-Range Incentive Plan (“LRIP”) rewards participating elected officers for the Company’s achievement of specified business goals during the period, based on two performance objectives measured over three-year cycles. The expense for LRIP (net of the reversals of previously recognized reserves) for the years ended December 31, 2010, 2009 and 2008 was $19 million, $8 million and $(12) million, respectively.

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9.    Fair Value Measurements

The Company holds certain fixed income securities, equity securities and derivatives, which must be measured using the fair value hierarchy and related valuation methodologies. The guidance specifies a hierarchy of valuation techniques based on whether the inputs to each measurement are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions about current market conditions. The prescribed fair value hierarchy and related valuation methodologies are as follows:

Level 1—Quoted prices for identical instruments in active markets.

Level 2—Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations, in which all significant inputs are observable in active markets.

Level 3—Valuations derived from valuation techniques, in which one or more significant inputs are unobservable.

The fair values of the Company’s financial assets and liabilities by level in the fair value hierarchy as of December 31, 2010 and 2009 were as follows:

December 31, 2010	Level 1		Level 2		Level 3		Total
Assets:
Sigma Fund securities:
U.S. government, agency and government-sponsored enterprise obligations	$	—	$	2,291	$	—	$	2,291
Corporate bonds		—		43		15		58
Asset-backed securities		—		1		—		1
Mortgage-backed securities		—		11		—		11
Available-for-sale securities:
U.S. government, agency and government-sponsored enterprise obligations		—		17		—		17
Corporate bonds		—		11		—		11
Mortgage-backed securities		—		3		—		3
Common stock and equivalents		24		10		—		34
Foreign exchange derivative contracts*		—		5		—		5
Liabilities:
Foreign exchange derivative contracts*		—		15		—		15
Interest agreement derivative contracts		—		3		—		3

* Includes immaterial amounts related to held for sale businesses.

December 31, 2009	Level 1		Level 2		Level 3		Total
Assets:
Sigma Fund securities:
U.S. government, agency and government-sponsored enterprise obligations	$	—	$	4,408	$	—	$	4,408
Corporate bonds		—		411		19		430
Asset-backed securities		—		66		—		66
Mortgage-backed securities		—		52		—		52
Available-for-sale securities:
U.S. government, agency and government-sponsored enterprise obligations		—		23		—		23
Corporate bonds		—		10		—		10
Mortgage-backed securities		—		3		—		3
Common stock and equivalents		136		11		—		147
Foreign exchange derivative contracts*		—		15		—		15
Liabilities:
Foreign exchange derivative contracts*		—		17		—		17
Interest agreement derivative contracts		—		4		—		4

* Includes immaterial amounts related to held for sale businesses.

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The following table summarizes the changes in fair value of our Level 3 assets:

	2010			2009
Balance at January 1	$	19		$	134
Transfers to (from) Level 3		3			(16	)
Payments received and securities sold		(11	)		(78	)
Permanent impairments		—			(2	)
Mark-to-market gain (loss) on Sigma Fund investments included in Other income (expense)		4			(19	)
Balance at December 31	$	15		$	19

Pension and Postretirement Health Care Benefits Plan Assets

The fair value of the various pension and postretirement health care benefits plans’ assets by level in the fair value hierarchy as of December 31, 2010 were as follows:

Regular Plan

December 31, 2010	Level 1		Level 2		Level 3		Total
Common stock and equivalents	$	1,222	$	3		—	$	1,225
Commingled equity funds		—		1,597		—		1,597
Preferred stock		9		—		—		9
U.S. government and agency obligations		—		100		—		100
Other government bonds		—		5		—		5
Corporate bonds		—		185		—		185
Mortgage-backed bonds		—		197		—		197
Asset-backed bonds		—		40		—		40
Commingled bond funds		—		850		—		850
Commingled short-term investment funds		—		76		—		76
Invested cash		—		16		—		16
Total investment securities	$	1,231	$	3,069	$	—	$	4,300
Accrued income receivable								8
Fair value plan assets							$	4,308

The table above includes securities on loan as part of a securities lending arrangement of $92 million of common stock and equivalents, $41 million of U.S. government and agency obligations and $34 million of corporate bonds. All securities on loan are fully cash collateralized.

The following table summarizes the changes in fair value of the Regular Plan assets measured using Level 3 inputs:

	2010
Balance at January 1	$	7
Gain on assets held		1
Sales		(1	)
Transfers out, net		(7	)
Balance at December 31	$	—

Officers’ Plan

December 31, 2010	Level 1		Level 2		Level 3		Total
U.S. government and agencies	$	—	$	9	$	—	$	9
Corporate bonds		—		1		—		1
Mortgage-backed bonds		—		1		—		1
Commingled short-term investment funds		—		1		—		1
Fair value plan assets	$	—	$	12	$	—	$	12

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Non-U.S. Plans

December 31, 2010	Level 1		Level 2		Level 3		Total
Common stock and equivalents	$	339	$	—	$	—	$	339
Commingled equity funds		—		389		—		389
Corporate bonds		—		98		—		98
Government and agency obligations		—		91		—		91
Commingled bond funds		—		236		—		236
Short-term investment funds		—		1		—		1
Insurance contracts		—		—		61		61
Total investment securities	$	339	$	815	$	61	$	1,215
Cash								8
Accrued income receivable								3
Fair value plan assets							$	1,226

The following table summarizes the changes in fair value of the Non-U.S. pension plan assets measured using Level 3 inputs:

	2010
Balance at January 1	$	65
Gain on assets held		1
Foreign exchange valuation adjustment		(5	)
Balance at December 31	$	61

Postretirement Health Care Benefits Plan

December 31, 2010	Level 1		Level 2		Level 3		Total
Common stock and equivalents	$	48	$	—	$	—	$	48
Commingled equity funds		—		62		—		62
U.S. government and agency obligations		—		4		—		4
Corporate bonds		—		7		—		7
Mortgage-backed bonds		—		8		—		8
Asset-backed bonds		—		2		—		2
Commingled bond funds		—		34		—		34
Commingled short-term investment funds		—		4		—		4
Invested cash		—		1		—		1
Fair value plan assets	$	48	$	122		—	$	170

The table above includes securities on loan as part of a securities lending arrangement of $4 million of common stock and equivalents, $2 million of U.S. government and agency obligations and $1 million of corporate bonds. All securities on loan are fully cash collateralized.

Valuation Methodologies

Level 1—Quoted market prices in active markets are available for investments in common and preferred stock and common stock equivalents. As such, these investments are classified within Level 1.

Level 2—The securities classified as Level 2 are comprised primarily of corporate, government, agency and government-sponsored enterprise bonds. The Company primarily relies on valuation pricing models, recent bid prices, and broker quotes to determine the fair value of these securities. The valuation models for Level 2 assets are developed and maintained by third party pricing services and use a number of standard inputs to the valuation model including benchmark yields, reported trades, broker/dealer quotes where the party is standing ready and able to transact, issuer spreads, benchmark securities, bids, offers and other reference data. The valuation model may prioritize these inputs differently at each balance sheet date for any given security, based on the market conditions.

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Not all of the standard inputs listed will be used each time in the valuation models. For each asset class, quantifiable inputs related to perceived market movements and sector news may be considered in addition to the standard inputs.

In determining the fair value of the Company’s foreign currency derivatives, the Company uses forward contract and option valuation models employing market observable inputs, such as spot currency rates, time value and option volatilities. Since the Company primarily uses observable inputs in its valuation of its derivative assets and liabilities, they are classified as Level 2 assets.

Level 3—Fixed income securities are debt securities that do not have actively traded quotes as of the financial statement date. Determining the fair value of these securities requires the use of unobservable inputs, such as indicative quotes from dealers, extrapolated data, proprietary models and qualitative input from investment advisors. As such, these securities are classified within Level 3.

At December 31, 2010, the Company has $1.0 billion of investments in money market mutual funds classified as Cash and cash equivalents in its consolidated balance sheet. The money market funds have quoted market prices that are generally equivalent to par.

10.    Long-term Customer Financing and Sales of Receivables

Long-term Customer Financing

Long-term receivables consist of trade receivables with payment terms greater than twelve months, long-term loans and lease receivables under sales-type leases. Long-term receivables consist of the following:

December 31	2010			2009
Long-term receivables	$	286		$	154
Less allowance for losses		(3	)		(9	)
		283			145
Less current portion		(21	)		(28	)
Non-current long-term receivables, net	$	262		$	117

The current portion of long-term receivables is included in Accounts receivable and the non-current portion of long-term receivables is included in Other assets in the Company’s consolidated balance sheets. Interest income recognized on long-term receivables for the years ended December 31, 2010, 2009 and 2008 was $14 million, $2 million and $3 million, respectively.

Certain purchasers of the Company’s infrastructure equipment may request that the Company provide long-term financing (defined as financing with a term of greater than one year) in connection with the sale of equipment. These requests may include all or a portion of the purchase price of the equipment. The Company’s obligation to provide long-term financing may be conditioned on the issuance of a letter of credit in favor of the Company by a reputable bank to support the purchaser’s credit or a pre-existing commitment from a reputable bank to purchase the long-term receivables from the Company. The Company had outstanding commitments to provide long-term financing to third parties totaling $356 million at December 31, 2010, compared to $406 million at December 31, 2009. Of these amounts, $27 million was supported by letters of credit or by bank commitments to purchase long-term receivables at December 31, 2010, compared to $13 million supported at December 31, 2009. The majority of the outstanding commitments at December 31, 2010 are to a small number of network operators in the Middle East region. The Company will retain the funded portion of the financing arrangements related to the Networks segment following the sale to NSN, which totaled approximately $235 million at December 31, 2010.

In addition to providing direct financing to certain equipment customers, the Company also assists customers in obtaining financing directly from banks and other sources to fund equipment purchases. The Company had committed to provide financial guarantees relating to customer financing totaling $13 million at December 31, 2010, compared to $31 million at December 31, 2009 (including $9 million and $27 million at December 31, 2010 and 2009, respectively, relating to the sale of short-term receivables). Customer financing guarantees outstanding were $4 million at both December 31, 2010 and 2009 (including $2 million at both December 31, 2010 and 2009, relating to the sale of short-term receivables).

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Sales of Receivables

From time to time, the Company sells accounts receivable and long-term receivables on a non-recourse basis to third parties under one-time arrangement while others are sold to third parties under committed facilities that involve contractual commitments from these parties to purchase qualifying receivables up to an outstanding monetary limit. Committed facilities may be revolving in nature and, typically, must be renewed annually. The Company may or may not retain the obligation to service the sold accounts receivable and long-term receivables.

As of December 31, 2010, the Company had a $200 million revolving receivable sales facility, maturing June 2011, for the sale of accounts receivable, which was fully available. The initial cash proceeds received by the Company for the sale of these receivables is capped at the lower of $200 million or eligible receivables less reserves. At December 31, 2009, the Company had a $200 million committed revolving credit facility for the sale of accounts receivable, of which $140 million was available. The Company had no significant committed facilities for the sale of long-term receivables at December 31, 2010 and 2009, respectively. At December 31, 2008, the Company had $532 million of committed revolving facilities for the sale of accounts receivable, of which $35 million was available. In addition, as of December 31, 2008, the Company had $435 million of committed facilities associated with the sale of long-term receivables primarily for a single customer, of which $173 million was available.

The following table summarizes the proceeds received from non-recourse sales of accounts receivable and long-term receivables for the years ended December 31, 2010, 2009 and 2008:

Years Ended December 31	2010		2009		2008
Cumulative annual proceeds received from one-time sales:
Accounts receivable sales proceeds	$	716	$	1,000	$	2,124
Long-term receivables sales proceeds		69		72		281
Total proceeds from one-time sales		785		1,072		2,405
Cumulative annual proceeds received from sales under committed facilities		70		233		1,281
Total proceeds from receivables sales	$	855	$	1,305	$	3,686

At December 31, 2010, the Company retained servicing obligations for $440 million of sold accounts receivables and $277 million of long-term receivables, compared to $195 million of accounts receivables and $297 million of long-term receivables at December 31, 2009.

Under certain arrangements, the value of accounts receivable sold is supported by credit insurance purchased from third-party insurance companies, less deductibles or self-insurance requirements under the insurance policies. Under these arrangements, the Company’s total credit exposure, less insurance coverage, to outstanding accounts receivable that have been sold was $9 million and $27 million at December 31, 2010 and 2009, respectively.

Credit Quality of Customer Financing Receivables and Allowance for Credit Losses

An aging analysis of financing receivables at December 31, 2010 and December 31, 2009 is as follows:

December 31, 2010	Total Long-term Receivable		Current Billed Due		Past Due Under 90 Days		Past Due Over 90 Days
Municipal leases secured tax exempt	$	16	$	—	$	—	$	—
Commercial loans and leases secured	$	67	$	1	$	—	$	—
Commercial loans unsecured	$	203	$	—	$	2	$	2
Total long-term receivables	$	286	$	1	$	2	$	2

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December 31, 2009	Total Long-term Receivable		Current Billed Due		Past Due Under 90 Days		Past Due Over 90 Days
Municipal leases secured tax exempt	$	8	$	—	$	—	$	—
Commercial loans and leases secured	$	72	$	—	$	5	$	—
Commercial loans unsecured	$	74	$	—	$	—	$	2
Total long-term receivables	$	154	$	—	$	5	$	2

The Company uses an internally developed credit risk rating system for establishing customer credit limits. This system is aligned and comparable to the rating systems utilized by independent rating agencies.

The Company policy for valuing the allowance for credit losses is on an individual review basis. All customer financing receivables with past due balances greater than 90 days are reviewed for collectibility. The value of impairment is calculated based on the net present value of anticipated future cash streams from the customer. At December 31, 2010, there were a de minimus number of loans and leases which were impaired with an allowance for credit loss totaling $3 million, compared to with an allowance for credit loss of $9 million at December 31, 2009.

11.    Commitments and Contingencies

Legal

Iridium Program:    The Company was named as one of several defendants in putative class action securities lawsuits arising out of alleged misrepresentations or omissions regarding the Iridium satellite communications business which, on March 15, 2001, were consolidated in the federal district court in the District of Columbia under Freeland v. Iridium World Communications, Inc., et al., originally filed on April 22, 1999. In April 2008, the parties reached an agreement in principle, subject to court approval, to settle all claims against Motorola in exchange for Motorola’s payment of $20 million. During the three months ended March 29, 2008, the Company recorded a charge associated with this settlement. On October 23, 2008, the court granted final approval of the settlement and dismissed the claims with prejudice.

The Company was sued by the Official Committee of the Unsecured Creditors of Iridium (the “Committee”) in the United States Bankruptcy Court for the Southern District of New York (the “Iridium Bankruptcy Court”) on July 19, 2001. In re Iridium Operating LLC, et al. v. Motorola, plaintiffs asserted claims for breach of contract, warranty and fiduciary duty and fraudulent transfer and preferences, and sought in excess of $4 billion in damages. On May 20, 2008, the Bankruptcy Court approved a settlement in which Motorola is not required to pay anything, but released its administrative, priority and unsecured claims against the Iridium estate and withdrew its objection to the 2001 settlement between the unsecured creditors of the Iridium Debtors and the Iridium Debtors’ pre-petition secured lenders. This settlement, and its approval by the Bankruptcy Court, extinguished Motorola’s financial exposure and concluded Motorola’s involvement in the Iridium bankruptcy proceedings.

Other:    The Company is a defendant in various other suits, claims and investigations that arise in the normal course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, liquidity or results of operations.

Other

Leases:    The Company owns most of its major facilities and leases certain office, factory and warehouse space, land, and information technology and other equipment under principally non-cancelable operating leases. Rental expense, net of sublease income, for the years ended December 31, 2010, 2009, and 2008 was $131 million, $146 million, and $171 million, respectively. At December 31, 2010, future minimum lease obligations, net of minimum sublease rentals, for the next five years and beyond are as follows: 2011—$205 million; 2012—$146 million; 2013—$78 million; 2014—$54 million; 2015—$31 million; beyond—$41 million.

Indemnifications:    The Company is a party to a variety of agreements pursuant to which it is obligated to indemnify the other party with respect to certain matters. Some of these obligations arise as a result of divestitures of the Company’s assets or businesses and require the Company to hold the other party harmless against losses arising from the settlement of these pending obligations. The total amount of indemnification under these types of

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provisions is $143 million, of which the Company accrued $10 million as of December 31, 2010 for potential claims under these provisions.

In addition, the Company may provide indemnifications for losses that result from the breach of general warranties contained in certain commercial and intellectual property agreements. Historically, the Company has not made significant payments under these agreements. However, there is an increasing risk in relation to patent indemnities given the current legal climate.

In indemnification cases, payment by the Company is conditioned on the other party making a claim pursuant to the procedures specified in the particular contract, which procedures typically allow the Company to challenge the other party’s claims. Further, the Company’s obligations under these agreements for indemnification based on breach of representations and warranties are generally limited in terms of duration, and for amounts not in excess of the contract value, and, in some instances, the Company may have recourse against third parties for certain payments made by the Company.

In addition, pursuant to the Master Separation and Distribution Agreement and certain other agreements with Motorola Mobility, Motorola Mobility agreed to indemnify the Company for certain liabilities, and the Company agreed to indemnify Motorola Mobility for certain liabilities, in each case for uncapped amounts.

Intellectual Property Matters:    During 2010, the Company entered into a settlement and license agreement with another company, which resolves all outstanding litigation between the two companies. The agreement includes provisions for an upfront payment of $175 million from the other company to the Company, future royalties to be paid by the other company to the Company for the license of certain intellectual property, and the transfer of certain patents between the companies. As a result of this agreement and the valuation of the patents exchanged, the Company recorded a pre-tax gain of $228 million during the year ended December 31, 2010, related to the settlement of the outstanding litigation between the parties. The rights to these future royalties transferred to Motorola Mobility as part of the Separation on January 4, 2011.

During 2010, the Company entered into another settlement agreement with another company to resolve certain intellectual property disputes between the two companies. As a result of the settlement agreement, the Company received $65 million in cash and was assigned certain patent properties. As a result of this agreement, the Company recorded a pre-tax gain of $94 million during the year ended December 31, 2010, related to the settlement of the outstanding litigation between the parties.

Other:    During the three months ended September 27, 2008, the Company recorded a $150 million charge related to the settlement of a purchase commitment.

12.    Information by Segment and Geographic Region

Through December 31, 2010, the Company reported financial results for the following business segments, which comprised of two main business units. Following the Separation of Motorola Mobility on January 4, 2011, only the Enterprise Mobility Solutions segment remains part of the Company.

Motorola Solutions

• The Enterprise Mobility Solutions segment designs, manufactures, sells, installs and services analog and digital two-way radios, wireless LAN and security products, voice and data communications products and systems primarily for private networks, wireless broadband systems and end-to-end enterprise mobility solutions to a wide range of customers, including government and public safety agencies (which, together with all sales to distributors of two-way communication products, are referred to as the “government and public safety market”), as well as retail, energy and utilities, transportation, manufacturing, healthcare and other commercial customers (which, collectively, are referred to as the “commercial enterprise market”).

Motorola Mobility

• The Mobile Devices segment designs, manufactures, sells and services wireless mobile devices, including smartphones, with integrated software and accessory products, and licenses intellectual property.

• The Home segment designs, manufactures, sells, installs and services set-top boxes for digital video, Internet Protocol (“IP”) video, satellite and terrestrial broadcast networks, end-to-end digital video and Internet

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protocol television (“IPTV”) distribution systems, broadband access network infrastructure platforms, and associated data and voice customer premises equipment and associated software solutions to cable television (“TV”) and telecommunication service providers.

Segment operating results are measured based on operating earnings adjusted, if necessary, for certain segment-specific items and corporate allocations. Intersegment and intergeographic sales are accounted for on an arm’s-length pricing basis. Intersegment sales included in other and eliminations were:

Years Ended December 31	2010		2009		2008
Enterprise Mobility Solutions	$	31	$	38	$	87
Mobile Devices		17		45		53
	$	48	$	83	$	140

Identifiable assets (excluding intersegment receivables) are the Company’s assets that are identified with classes of similar products or operations in each geographic region.

For the years ended December 31, 2010 and 2009, approximately 18% and 10%, respectively, of net sales were to one customer. No single customer accounted for more than 10% of net sales for the year ended December 31, 2008.

Segment information

	Net Sales									Operating Earnings (Loss)
Years Ended December 31	2010			2009			2008			2010			2009			2008
Enterprise Mobility Solutions	$	7,857		$	7,169		$	8,228		$	949		$	736		$	(343	)
Mobile Devices		7,819			7,146			12,099			(76	)		(1,215	)		(2,432	)
Home		3,641			3,904			4,912			152			16			340
		19,317			18,219			25,239			1,025			(463	)		(2,435	)
Other and Eliminations		(35	)		(72	)		(130	)		(236	)		(29	)		(107	)
	$	19,282		$	18,147		$	25,109
Operating earnings (loss)											789			(492	)		(2,542	)
Total other income (expense)											(112	)		(11	)		(311	)
Earnings (loss) from continuing operations before income taxes										$	677		$	(503	)	$	(2,853	)

The Operating loss in Other and Eliminations consists of the following:

Years Ended December 31	2010			2009			2008
Separation-related transaction costs		242			42			59
Corporate expenses		16			8			43
Reorganization of business charges		7			30			38
Legal settlements, net		(29	)		(75	)		14
Environmental reserve charge		—			24			—
In-process research and development charges		—			—			1
Gain on sale of property, plant and equipment		—			—			(48	)
	$	236		$	29		$	107

Corporate expenses are primarily comprised of general corporate-related expenses and the Company’s wholly-owned finance subsidiary.

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	Assets						Capital Expenditures						Depreciation Expense
Years Ended December 31	2010		2009		2008		2010		2009		2008		2010			2009		2008
Enterprise Mobility Solutions	$	6,297	$	5,801	$	6,114	$	182	$	124	$	150	$	143		$	158	$	159
Mobile Devices		4,179		2,589		3,559		125		35		84		119			131		157
Home		3,839		3,441		3,929		18		32		67		54			62		58
		14,315		11,831		13,602		325		191		301		316			351		374
Other and Eliminations		9,841		11,563		11,253		10		13		107		(4	)		16		18
		24,156		23,394		24,855	$	335	$	204	$	408	$	312		$	367	$	392
Discontinued Operations		1,421		2,209		3,014
	$	25,577	$	25,603	$	27,869

Assets in Other include primarily cash and cash equivalents, Sigma Fund, deferred income taxes, short-term investments, property, plant and equipment, investments, and the administrative headquarters of the Company.

Geographic area information

	Net Sales						Assets							Property, Plant, and Equipment, net
Years Ended December 31	2010		2009		2008		2010		2009			2008		2010		2009		2008
United States	$	11,107	$	10,513	$	13,715	$	18,386	$	17,327		$	16,619	$	915	$	856	$	1,002
China		1,128		905		1,250		2,465		2,295			2,803		212		161		198
Brazil		913		849		1,550		836		855			993		91		98		108
United Kingdom		687		577		909		896		1,143			1,047		30		34		35
Israel		270		299		443		1,344		1,324			1,269		40		172		139
Singapore		108		93		116		218		716			1,862		4		19		32
Other nations, net of eliminations		5,069		4,911		7,126		11		(266	)		262		437		479		498
	$	19,282	$	18,147	$	25,109	$	24,156	$	23,394		$	24,855	$	1,729	$	1,819	$	2,012

Net sales by geographic region are measured by the locale of end customer.

13.     Reorganization of Businesses

The Company maintains a formal Involuntary Severance Plan (the “Severance Plan”), which permits the Company to offer eligible employees severance benefits based on years of service and employment grade level in the event that employment is involuntarily terminated as a result of a reduction-in-force or restructuring. The Company recognizes termination benefits based on formulas per the Severance Plan at the point in time that future settlement is probable and can be reasonably estimated based on estimates prepared at the time a restructuring plan is approved by management. Exit costs consist of future minimum lease payments on vacated facilities and other contractual terminations. At each reporting date, the Company evaluates its accruals for employee separation and exit costs to ensure the accruals are still appropriate. In certain circumstances, accruals are no longer needed because of efficiencies in carrying out the plans or because employees previously identified for separation resigned from the Company and did not receive severance or were redeployed due to circumstances not foreseen when the original plans were initiated. In these cases, the Company reverses accruals through the consolidated statements of operations where the original charges were recorded when it is determined they are no longer needed.

2010 Charges

During 2010, the Company continued to implement various productivity improvement plans aimed at achieving long-term, sustainable profitability by driving efficiencies and reducing operating costs. All three of the Company’s business segments were impacted by these plans. The employees affected were located in all geographic regions.

During 2010, the Company recorded net reorganization of business charges of $138 million, including $38 million of charges in Costs of sales and $100 million of charges under Other charges in the Company’s consolidated statements of operations. Included in the aggregate $138 million are charges of $150 million for

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employee separation costs, $21 million for exit costs, and $6 million for fixed asset impairment charges, partially offset by $39 million of reversals for accruals no longer needed.

The following table displays the net charges incurred by business segment:

Year Ended December 31,	2010
Enterprise Mobility Solutions	$	68
Mobile Devices		34
Home		29
		131
Corporate		7
	$	138

The following table displays a rollforward of the reorganization of businesses accruals established for exit costs and employee separation costs from January 1, 2010 to December 31, 2010:

	Accruals at January 1, 2010		Additional Charges		Adjustments			Amount Used			Accruals at December 31, 2010
Exit costs	$	57	$	21	$	(11	)	$	(32	)	$	35
Employee separation costs		65		150		(29	)		(121	)		65
	$	122	$	171	$	(40	)	$	(153	)	$	100

Exit Costs

At January 1, 2010, the Company had an accrual of $57 million for exit costs attributable to lease terminations. The additional 2010 charges were $21 million. The adjustments of $11 million primarily reflects $12 million of reversals of accruals no longer needed, partially offset by $1 million of translation adjustments. The $32 million used in 2010 reflects cash payments. The remaining accrual of $35 million, which is included in Accrued liabilities in the Company’s consolidated balance sheets at December 31, 2010, primarily represents future cash payments for lease termination obligations that are expected to be paid over a number of years.

Employee Separation Costs

At January 1, 2010, the Company had an accrual of $65 million for employee separation costs, representing the severance costs for: (i) severed employees who began receiving payments in 2009, and (ii) approximately 1,200 employees who began receiving payments in 2010. The 2010 additional charges of $150 million represent severance costs for approximately an additional 3,300 employees, of which 1,800 were direct employees and 1,500 were indirect employees.

The adjustments of $29 million reflect: (i) $27 million of reversals of accruals no longer needed, and (ii) $2 million of translation adjustments.

During 2010, approximately 2,200 employees, of which 900 were direct employees and 1,300 were indirect employees, were separated from the Company. The $121 million used in 2010 reflects cash payments to separated employees. The remaining accrual of $65 million, which is included in Accrued liabilities in the Company’s consolidated balance sheets at December 31, 2010, is expected to be paid, generally, within one year to: (i) severed employees who have already begun to receive payments, and (ii) approximately 3,800 employees to be separated in 2011.

2009 Charges

During 2009, in light of the macroeconomic decline that adversely affected sales, the Company continued to implement various productivity improvement plans aimed at achieving long-term, sustainable profitability by driving efficiencies and reducing operating costs. All three of the Company’s business segments, as well as corporate functions, are impacted by these plans, with the majority of the impact in the Mobile Devices segment. The employees affected are located in all geographic regions.

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During 2009, the Company recorded net reorganization of business charges of $298 million, including $63 million of charges in Costs of sales and $235 million of charges under Other charges in the Company’s consolidated statements of operations. Included in the aggregate $298 million are charges of $320 million for employee separation costs, $36 million for exit costs and $18 million for fixed asset impairment charges, partially offset by $76 million of reversals for accruals no longer needed.

The following table displays the net charges incurred by business segment:

Year Ended December 31,	2009
Enterprise Mobility Solutions	$	66
Mobile Devices		184
Home		18
		268
Corporate		30
	$	298

The following table displays a rollforward of the reorganization of businesses accruals established for exit costs and employee separation costs from January 1, 2009 to December 31, 2009:

2009	Accruals at January 1		Additional Charges		Adjustments			Amount Used			Accruals at December 31
Exit costs	$	78	$	36	$	(11	)	$	(46	)	$	57
Employee separation costs		153		320		(61	)		(347	)		65
	$	231	$	356	$	(72	)	$	(393	)	$	122

Adjustments include translation adjustments.

Exit Costs

At January 1, 2009, the Company had an accrual of $78 million for exit costs attributable to lease terminations. The additional 2009 charges of $36 million are primarily related to the exit of leased facilities and contractual termination costs. The adjustments of $11 million reflect: (i) $8 million of reversals of accruals no longer needed, and (ii) $3 million of translation adjustments. The $46 million used in 2009 reflects cash payments. The remaining accrual of $57 million, which is included in Accrued liabilities in the Company’s consolidated balance sheets at December 31, 2009, represents future cash payments, primarily for lease termination obligations.

Employee Separation Costs

At January 1, 2009, the Company had an accrual of $153 million for employee separation costs, representing the severance costs for approximately 2,000 employees. The additional 2009 charges of $320 million represent severance costs for approximately an additional 8,300 employees, of which 3,100 are direct employees and 5,200 are indirect employees.

The adjustments of $61 million reflect $68 million of reversals of accruals no longer required, partially offset by $7 million of translation adjustments.

During 2009, approximately 9,100 employees, of which 3,800 were direct employees and 5,300 were indirect employees, were separated from the Company. The $347 million used in 2009 reflects cash payments to these separated employees. The remaining accrual of $65 million, which is included in Accrued liabilities in the Company’s consolidated balance sheets at December 31, 2009.

2008 Charges

During 2008, the Company committed to implement various productivity improvement plans aimed at achieving long-term, sustainable profitability by driving efficiencies and reducing operating costs. All three of the

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Company’s business segments, as well as corporate functions, were impacted by these plans, with the majority of the impact in the Mobile Devices segment. The employees affected were located in all regions. The Company recorded net reorganization of business charges of $300 million, including $84 million of charges in Costs of sales and $216 million of charges under Other charges in the Company’s consolidated statements of operations. Included in the aggregate $300 million are charges of $283 million for employee separation costs, $66 million for exit costs ,partially offset by $49 million of reversals for accruals no longer needed.

The following table displays the net charges incurred by business segment:

Year Ended December 31,	2008
Enterprise Mobility Solutions	$	25
Mobile Devices		216
Home		21
		262
Corporate		38
	$	300

The following table displays a rollforward of the reorganization of businesses accruals established for exit costs and employee separation costs from January 1, 2008 to December 31, 2008:

2008	Accruals at January 1		Additional Charges		Adjustments			Amount Used			Accruals at December 31
Exit costs	$	27	$	66	$	(1	)	$	(14	)	$	78
Employee separation costs		160		283		(44	)		(246	)		153
	$	187	$	349	$	(45	)	$	(260	)	$	231

Adjustments include translation adjustments.

Exit Costs

At January 1, 2008, the Company had an accrual of $27 million for exit costs attributable to lease terminations. The 2008 additional charges of $66 million were primarily related to: (i) the exit of leased facilities in the United Kingdom by the Mobile Devices segment, and (ii) the exit of leased facilities in Mexico by the Home segment. The adjustments of $1 million reflect $2 million of translation adjustments, partially offset by $3 million of reversals of accruals no longer needed. The $14 million used in 2008 reflected cash payments. The remaining accrual of $78 million, which was included in Accrued liabilities in the Company’s consolidated balance sheets at December 31, 2008, represented future cash payments, primarily for lease termination obligations.

Employee Separation Costs

At January 1, 2008, the Company had an accrual of $160 million for employee separation costs, representing the severance costs for approximately 2,100 employees. The additional 2008 charges of $283 million were severance costs for approximately an additional 5,100 employees, of which 2,200 were direct employees and 2,900 were indirect employees.

The adjustments of $44 million reflected $46 million of reversals of accruals no longer required, partially offset by $2 million of translation adjustments. The $46 million of reversals represented previously accrued costs for approximately 600 employees.

During 2008, approximately 5,200 employees, of which 2,300 were direct employees and 2,900 were indirect employees, were separated from the Company. The $246 million used in 2008 reflected cash payments to these separated employees. The remaining accrual of $153 million was included in Accrued liabilities in the Company’s consolidated balance sheets at December 31, 2008.

14.      Intangible Assets and Goodwill

The Company accounts for acquisitions using purchase accounting with the results of operations for each acquiree included in the Company’s consolidated financial statements for the period subsequent to the date of

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acquisition. The pro forma effects of these acquisitions on the Company’s consolidated financial statements were not significant individually nor in the aggregate. The Company did not have any significant acquisitions during the years ended December 31, 2010, 2009 and 2008.

Intangible Assets

Amortized intangible assets were comprised of the following:

	2010				2009
December 31	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Intangible assets:
Completed technology	$	1,150	$	951	$	1,133	$	785
Patents		384		227		288		166
Customer-related		209		127		209		110
Licensed technology		130		123		130		122
Other intangibles		139		133		143		129
	$	2,012	$	1,561	$	1,903	$	1,312

Amortization expense on intangible assets, which is included within Other charges in the consolidated statement of operations, was $258 million, $277 million and $294 million for the years ended December 31, 2010, 2009 and 2008, respectively. As of December 31, 2010 future amortization expense is estimated to be $241 million in 2011, $80 million in 2012, $45 million in 2013 and $24 million in 2014 and $17 million in 2015.

Amortized intangible assets, excluding goodwill, by business segment:

	2010				2009
December 31	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Enterprise Mobility Solutions	$	1,193	$	947	$	1,210	$	757
Mobile Devices		153		53		46		46
Home		666		561		647		509
	$	2,012	$	1,561	$	1,903	$	1,312

During the year ended December 31, 2008, the Company recorded an impairment of intangible assets charge of $136 million, primarily due to a change in a technology platform strategy, relating to completed technology and other intangibles, in the Enterprise Mobility Solutions segment.

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Goodwill

The following table displays a rollforward of the carrying amount of goodwill by reportable segment from January 1, 2008 to December 31, 2010:

	Enterprise Mobility Solutions			Mobile Devices			Home			Total Company
Balances as of January 1, 2008:
Aggregate goodwill acquired	$	2,916		$	19		$	1,528		$	4,463
Accumulated impairment losses		—			—			(73	)		(73	)
Goodwill, net of impairment losses		2,916			19			1,455			4,390
Goodwill acquired		60			15			12			87
Impairment losses		(1,564	)		(55	)		—			(1,619	)
Adjustments		28			21			(179	)		(130	)
Balance as of December 31, 2008:
Aggregate goodwill acquired		3,004			55			1,361			4,420
Accumulated impairment losses		(1,564	)		(55	)		(73	)		(1,692	)
Goodwill, net of impairment losses		1,440			—			1,288			2,728
Goodwill acquired		—			—			—			—
Impairment losses		—			—			—			—
Adjustments		(11	)		—			(3	)		(14	)
Balance as of December 31, 2009:
Aggregate goodwill acquired		2,993			55			1,358			4,406
Accumulated impairment losses		(1,564	)		(55	)		(73	)		(1,692	)
Goodwill, net of impairment losses		1,429			—			1,285			2,714
Goodwill acquired		—			78			33			111
Impairment losses		—			—			—			—
Adjustments		—			—			—			—
Balance as of December 31, 2010:
Aggregate goodwill acquired		2,993			133			1,391			4,517
Accumulated impairment losses		(1,564	)		(55	)		(73	)		(1,692	)
Goodwill, net of impairment losses	$	1,429		$	78		$	1,318		$	2,825

During the year ended December 31, 2008, the Company finalized its assessment of the Internal Revenue Code Section 382 Limitations (“IRC Section 382”) relating to the pre-acquisition tax loss carryforwards of its 2007 acquisitions. As a result of the IRC Section 382 studies, the Company recorded additional deferred tax assets and a corresponding reduction in goodwill, which is reflected in the adjustment line above.

The Company conducts its annual assessment of goodwill for impairment in the fourth quarter of each year. The goodwill impairment test is performed at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment. The Company has determined that the Mobile Devices segment meets the requirement of a reporting unit. For the Enterprise Mobility Solutions segment, the Company has identified two reporting units, the Government and Public Safety reporting unit and the Enterprise Mobility reporting unit. For the Home segment, the Company has identified two reporting units, the Broadband Home Solutions reporting unit and the Access Networks reporting unit. The Company performs extensive valuation analyses, utilizing both income and market-based approaches, in its goodwill assessment process. The determination of the fair value of the reporting units and other assets and liabilities within the reporting units requires the Company to make significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to, the discount rate, terminal growth rate, earnings before depreciation and amortization, and capital expenditures forecasts specific to each reporting unit. Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates.

The Company has weighted the valuation of its reporting units at 75% based on the income approach and 25% based on the market-based approach, consistent with prior periods. The Company believes that this weighting is

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appropriate since it is often difficult to find other appropriate market participants that are similar to our reporting units and it is the Company’s view that future discounted cash flows are more reflective of the value of the reporting units.

Based on the results of the 2009 and 2010 annual assessments of the recoverability of goodwill, the fair values of all reporting units exceeded their book values, indicating that there was no impairment of goodwill.

Based on the results of step one of the 2008 annual assessment of the recoverability of goodwill, the fair values of the Broadband Home Solutions and the Access Networks reporting units exceeded their book values, indicating that there was no impairment of goodwill at these reporting units. However, the fair value of the Enterprise Mobility and Mobile Devices reporting units were below their respective book values, indicating a potential impairment of goodwill and the requirement to perform step two of the analysis for the reporting unit. The Company acquired the main components of the Enterprise Mobility reporting unit in 2007 at which time the book and fair value of the reporting unit was the same. Because of this fact, the Enterprise Mobility reporting unit was most likely to experience a decline in its fair value below its book value as a result of lower values in the overall market due to the deteriorating macroeconomic environment and the market’s view of its near term impact on the reporting unit. The decline in the fair value of the Mobile Devices reporting unit below its book value was a result of the deteriorating macroeconomic environment, lower than expected revenues and cash flows as a result of the decision to consolidate platforms announced in the fourth quarter of 2008, and the uncertainty around the reporting unit’s future cash flow. For the year ended December 31, 2008, the Company determined that the goodwill relating to the Enterprise Mobility and Mobile Devices reporting units was impaired, resulting in a charges of $1.6 billion and $55 million, respectively, in the Enterprise Mobility Solutions and Mobile Devices reportable segments.

15.    Valuation and Qualifying Accounts

The following table presents the valuation and qualifying account activity for the years ended December 31, 2010, 2009 and 2008:

	Balance at January 1		Charged to Earnings		Used			Adjustments			Balance at December 31
2010
Reorganization of Businesses	$	122	$	171	$	(153	)	$	(40	)	$	100
Allowance for Doubtful Accounts		75		49		(11	)		(15	)		98
Allowance for Losses on Long-term Receivables		9		3		(2	)		(7	)		3
Inventory Reserves		673		218		(263	)		(83	)		545
Warranty Reserves		209		372		(301	)		(31	)		249
Customer Reserves		321		1,131		(919	)		(160	)		373
2009
Reorganization of Businesses	$	231	$	356	$	(393	)	$	(72	)	$	122
Allowance for Doubtful Accounts		114		27		(44	)		(22	)		75
Allowance for Losses on Long-term Receivables		7		6		—			(4	)		9
Inventory Reserves		622		358		(268	)		(39	)		673
Warranty Reserves		268		278		(290	)		(47	)		209
Customer Reserves		496		1,007		(1,021	)		(161	)		321
2008
Reorganization of Businesses	$	187	$	349	$	(260	)	$	(45	)	$	231
Allowance for Doubtful Accounts		99		47		(18	)		(14	)		114
Allowance for Losses on Long-term Receivables		5		5		—			(3	)		7
Inventory Reserves		254		664		(326	)		30			622
Warranty Reserves		383		414		(445	)		(84	)		268
Customer Reserves		782		1,435		(1,347	)		(374	)		496

Adjustments include translation adjustments.

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16.    Quarterly and Other Financial Data (unaudited)*

	2010										2009
	1st			2nd			3rd		4th		1st			2nd			3rd			4th
Operating Results
Net sales	$	4,195		$	4,534		$	4,890	$	5,663	$	4,472		$	4,553		$	4,336		$	4,786
Costs of sales		2,744			2,900			3,110		3,630		3,269			3,182			2,897			3,058
Gross margin		1,451			1,634			1,780		2,033		1,203			1,371			1,439			1,728
Selling, general and administrative expenses		791			822			810		944		782			750			718			808
Research and development expenditures		618			634			637		641		695			634			621			648
Other charges		75			(41	)		108		70		221			61			111			184
Operating earnings (loss)		(33	)		219			225		378		(495	)		(74	)		(11	)		88
Earnings (loss) from continuing operations**		(9	)		49			7		207		(317	)		(11	)		(90	)		51
Net earnings (loss)**		69			162			109		293		(231	)		26			12			142
Per Share Data (in dollars)
Continuing Operations:
Basic earnings (loss) per common share	$	(0.03	)	$	0.15		$	0.02	$	0.62	$	(0.97	)	$	(0.03	)	$	(0.27	)	$	0.15
Diluted earnings (loss) per common share		(0.03	)		0.15			0.02		0.61		(0.97	)		(0.03	)		(0.27	)		0.15
Net Earnings:
Basic earnings (loss) per common share		0.21			0.49			0.33		0.87		(0.71	)		0.08			0.04			0.43
Diluted earnings (loss) per common share		0.21			0.48			0.32		0.86		(0.71	)		0.08			0.04			0.43
Dividends declared		—			—			—		—		—			—			—			—
Dividends paid		—			—			—		—		0.35			—			—			—
Stock prices
High		57.82			54.25			61.18		64.26		34.65			48.65			66.15			65.52
Low		42.28			43.75			45.43		53.55		20.86			29.75			41.37			53.69

* Certain amounts in prior years’ financial statements and related notes have been reclassified to conform to the 2010 presentation.

** Amounts attributable to Motorola Solutions, Inc. common shareholders.

Presentation gives effect to the Reverse Stock Split, which occurred on January 4, 2011.

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Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A: Controls and Procedures

Evaluation of Disclosure Controls and Procedures.

Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this annual report (the “Evaluation Date”). Based on this evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to Motorola Solutions, including our consolidated subsidiaries, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to Motorola Solutions’ management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting.

Motorola Solutions’ management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, we assessed the effectiveness of our internal control over financial reporting as of December 31, 2009, using the criteria set forth in the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has concluded that our internal control over financial reporting is effective as of December 31, 2010. The Company’s independent registered public accounting firm, KPMG LLP, has issued a report on the Company’s internal control over financial reporting. The report on the audit of internal control over financial reporting appears in this Form 10-K.

Changes in Internal Control Over Financial Reporting.

There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2010 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Motorola Solutions, Inc.:

We have audited Motorola Solutions, Inc.’s internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Motorola Solutions, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting in Item 9A: Controls and Procedures. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Motorola Solutions, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Motorola Solutions, Inc. and Subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2010, and our report dated February 18, 2011 expressed an unqualified opinion on those consolidated financial statements.

Chicago, Illinois

February 18, 2011

124

Item 9B: Other Information

None

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The response to this Item required by Item 401 of Regulation S-K, with respect to directors, incorporates by reference the information under the caption “Nominees” of Motorola Solutions’ Proxy Statement for the 2011 Annual Meeting of Stockholders (the “Proxy Statement”) and, with respect to executive officers, is contained in Part I hereof under the caption “Executive Officers of the Registrant” and, with respect to the audit committee, incorporates by reference the information under the caption “What Are the Committees of the Board?” and “Report of Audit and Legal Committee” of Motorola Solutions’ Proxy Statement.

The response to this Item required by Item 405 of Regulation S-K incorporates by reference the information under the caption “Other Matters—Section 16(a) Beneficial Ownership Reporting Compliance” of Motorola Solutions’ Proxy Statement.

The response to this Item also incorporates by reference the information under the caption “Communications—How Can I Recommend a Director Candidate to the Governance and Nominating Committee?” of Motorola Solutions’ Proxy Statement.

Motorola Solutions has adopted a code of ethics, the Motorola Solutions Code of Business Conduct (the “Code”), that applies to all employees, including the Company’s principal executive officer, principal financial officer and controller (principal accounting officer). The Code is posted on Motorola Solutions’ Internet website, www.motorolasolutions.com/investor, and is available free of charge, upon request to Investor Relations, Motorola Solutions, Inc., Corporate Offices, 1303 East Algonquin Road, Schaumburg, Illinois 60196, E-mail: investors@motorolasolutions.com. Any amendment to, or waiver from, the Code applicable to executive officers will be posted on our Internet website within four business days following the date of the amendment or waiver. Motorola Solutions’ Code of Business Conduct applies to all of the Company’s employees worldwide, without exception, and describes employee responsibilities to the various stakeholders involved in our business. The Code goes beyond the legal minimums by implementing the values we share as employees of Motorola Solutions—our key beliefs—uncompromising integrity and constant respect for people. The Code places special responsibility on managers and prohibits retaliation for reporting issues.

Item 11: Executive Compensation

The response to this Item incorporates by reference the information under the captions “How Are the Directors Compensated?,” “Compensation Discussion and Analysis,” “Report of the Compensation and Leadership Committee on Executive Compensation,” “Summary Compensation Table,” “Grants of Plan-Based Awards in 2010,” “Outstanding Equity Awards at 2010 Fiscal Year-End,” “Option Exercises and Stock Vested for 2010,” “Pension Benefits in 2010,” “Nonqualified Deferred Compensation in 2010,” “Employment Contracts,” and “Termination of Employment and Change in Control Arrangements” of Motorola Solutions’ Proxy Statement.

Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The response to this Item incorporates by reference the information under the captions “Equity Compensation Plan Information” and “Ownership of Securities” of Motorola Solutions’ Proxy Statement.

Item 13: Certain Relationships and Related Transactions, and Director Independence

The response to this Item incorporates by reference the relevant information under the caption “Related Person Transaction Policy and Procedures” and “Which Directors Are Independent” of Motorola Solutions’ Proxy Statement.

Item 14: Principal Accounting Fees and Services

The response to this Item incorporates by reference the information under the caption “Independent Registered Public Accounting Firm” and “Audit and Legal Committee Pre-Approval Policies” of Motorola Solutions’ Proxy Statement.

125

PART IV

Item 15: Exhibits, Financial Statement Schedules

(a) 1. Financial Statements

See Part II, Item 8 hereof.

2. Financial Statement Schedule and Independent Auditors’ Report

All schedules omitted are inapplicable or the information required is shown in the consolidated financial statements or notes thereto.

3. Exhibits

Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Exhibit Index attached hereto, which is incorporated herein by this reference. Exhibit numbers 10.10 through 10.74, listed in the attached Exhibit Index, are management contracts or compensatory plans or arrangements required to be filed as exhibits to this form by Item 15(b) hereof.

(b) Exhibits:

See Item 15(a)3 above.

126

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Motorola Solutions, Inc.:

We consent to the incorporation by reference in the registration statements on Form S-8 (Nos. 033-59285, 333-51847, 333-88735, 333-36308, 333-37114, 333-53120, 333-60560, 333-60612, 333-60976, 333-87724, 333-87728, 333-87730, 333-104259, 333-105107, 333-123879, 333-133736, 333-142845, 333-155334 and 333-160137) and S-3 (Nos. 333-76637 and 333-36320) of Motorola Solutions, Inc. of our reports dated February 18, 2011, with respect to the consolidated balance sheets of Motorola Solutions, Inc. and Subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2010, and the effectiveness of internal control over financial reporting as of December 31, 2010, which reports appear in the December 31, 2010 annual report on Form 10-K of Motorola Solutions, Inc. As discussed in Note 2 to the financial statements, in 2010, the Company adopted revenue recognition guidance for multiple-deliverable revenue arrangements and certain revenue arrangements that include software elements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2010, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Chicago, Illinois

February 18, 2011

127

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Motorola Solutions, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MOTOROLA SOLUTIONS, INC.
By:	/S/  GREGORY Q. BROWN
	Gregory Q. Brown
	President and Chief Executive Officer

February 18, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Motorola Solutions, Inc. and in the capacities and on the dates indicated.

Signature	Title	Date
/S/  GREGORY Q. BROWN         Gregory Q. Brown	President and Chief Executive Officer and Director (Principal Executive Officer)	February 18, 2011
/S/  EDWARD J. FITZPATRICK         Edward J. Fitzpatrick	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	February 18, 2011
/S/  JOHN K. WOZNIAK         John K. Wozniak	Corporate Vice President and Chief Accounting Officer (Principal Accounting Officer)	February 18, 2011
/S/  DAVID W. DORMAN         David W. Dorman	Chairman of the Board	February 18, 2011
/S/  WILLIAM J. BRATTON         William J. Bratton	Director	February 18, 2011
/S/  MICHAEL V. HAYDEN         Michael V. Hayden	Director	February 18, 2011
/S/  VINCENT J. INTRIERI         Vincent J. Intrieri	Director	February 18, 2011
/S/  JUDY C. LEWENT         Judy C. Lewent	Director	February 18, 2011
/S/  SAMUEL C. SCOTT III         Samuel C. Scott III	Director	February 18, 2011
/S/  DOUGLAS A. WARNER III           Douglas A. Warner III	Director	February 18, 2011
/S/  DR. JOHN A. WHITE         Dr. John A. White	Director	February 18, 2011

128

EXHIBIT INDEX

Exhibit No.	Exhibit
3.1 (a)	Restated Certificate of Incorporation of Motorola, Inc., as amended through May 5, 2009 (incorporated by reference to Exhibit 3(i)(b) to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 4, 2009 (File No. 1-7221)).
3.1 (b)	Certificate of Amendment to the Restated Certificate of Incorporation of Motorola, Inc., effective January 4, 2011, as filed with the Secretary of State of the State of Delaware (incorporated by reference to Exhibit 3.1 to Motorola Solutions Current Report on Form 8-K filed on January 10, 2011 (File No. 1-7221)).
3.1 (c)	Certificate of Ownership and Merger merging Motorola Name Change Corporation into Motorola, Inc., effective January 4, 2011, as filed with the Secretary of State of the State of Delaware (incorporated by reference to Exhibit 3.2 to Motorola Solutions Current Report on Form 8-K filed on January 10, 2011 (File No. 1-7221)).
3.2	Motorola Solutions, Inc. Amended and Restated Bylaws as of November 11, 2009 (incorporated by reference to Exhibit 3.1 to Motorola, Inc.’s Report on Form 8-K filed on November 16, 2009 (File No. 1-7221)).
4.1 (a)	Senior Indenture, dated as of May 1, 1995, between The Bank of New York Trust Company, N.A. (as successor Trustee to JPMorgan Chase Bank (as successor in interest to Bank One Trust Company) and BNY Midwest Trust Company (as successor in interest to Harris Trust and Savings Bank) and Motorola, Inc. (incorporated by reference to Exhibit 4(d) of the Registrant’s Registration Statement on Form S-3 dated September 25, 1995 (Registration No. 33-62911)).
4.1 (b)	Instrument of Resignation, Appointment and Acceptance, dated as of January 22, 2001, among Motorola, Inc., Bank One Trust Company, N.A. and BNY Midwest Trust Company (as successor in interest to Harris Trust and Savings Bank) (incorporated by reference to Exhibit 4.2(b) to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (File No. 1-7221)).
	Certain instruments defining the rights of holders of long-term debt of Motorola, Inc. and of all its subsidiaries for which consolidated or unconsolidated financial statements are required to be filed are being omitted pursuant to paragraph(4)(iii)(A) of Item 601 of Regulation S-K. Motorola Solutions agrees to furnish a copy of any such instrument to the Commission upon request.
10.1	Amended and Restated Master Separation and Distribution Agreement among Motorola Mobility Holdings, Inc. (f/k/a Motorola SpinCo Holdings Corporation), Motorola Mobility, Inc. and Motorola, Inc. effective as of July 31, 2010 (incorporated by reference to Exhibit 2.1 to Amendment No. 1 to the Form 10 Registration Statement filed on August 31, 2010 by Motorola Mobility Holdings, Inc. (formerly Motorola SpinCo Holdings Corporation) (File No. 1-34805)).
10.2	Amended and Restated Intellectual Property Assignment Agreement between Motorola Mobility, Inc. and Motorola, Inc. effective as of July 31, 2010 (incorporated by reference to Exhibit 10.1 to Amendment No. 1 to the Form 10 Registration Statement filed on August 31, 2010 by Motorola Mobility Holdings, Inc. (formerly Motorola SpinCo Holdings Corporation) (File No. 1-34805)) .
10.3	Amended and Restated Intellectual Property License Agreement between Motorola Mobility, Inc. and Motorola, Inc. effective as of July 31, 2010 (incorporated by reference to Exhibit 10.2 to Amendment No. 1 to the Form 10 Registration Statement filed on August 31, 2010 by Motorola Mobility Holdings, Inc. (formerly Motorola SpinCo Holdings Corporation (File No. 1-34805)).
10.4	Amended and Restated Exclusive License Agreement between Motorola Trademark Holdings, LLC and Motorola, Inc. effective as of July 30, 2010 (incorporated by reference to Exhibit 10.3 to Amendment No. 3 to the Form 10 Registration Statement filed on November 12, 2010 by Motorola Mobility Holdings, Inc. (File No. 1-34805)).

129

Exhibit No.	Exhibit
10.5	Tax Sharing Agreement among Motorola Mobility Holdings, Inc. (f/k/a Motorola SpinCo Holdings Corporation), Motorola Mobility, Inc. and Motorola, Inc. effective as of July 31, 2010 (incorporated by reference to Exhibit 10.4 to Amendment No. 1 to the Form 10 Registration Statement filed on August 31, 2010 by Motorola Mobility Holdings, Inc. (formerly Motorola SpinCo Holdings Corporation) (File No. 1-34805)).
*10.6	Transition Services Agreement—Motorola Mobility Provided Services among Motorola Mobility Holdings, Inc. (f/k/a Motorola SpinCo Holdings Corporation), Motorola Mobility, Inc. and Motorola, Inc. dated as of January 3, 2011.
*10.7	Transition Services Agreement—Motorola Solutions Provided Services among Motorola Mobility Holdings, Inc. (f/k/a Motorola SpinCo Holdings Corporation), Motorola Mobility, Inc. and Motorola, Inc. dated as of January 3, 2011.
10.8	Amended and Restated Employee Matters Agreement among Motorola Mobility Holdings, Inc. (f/k/a Motorola SpinCo Holdings Corporation), Motorola Mobility, Inc. and Motorola, Inc. effective as of July 31, 2010 (incorporated by reference to Exhibit 10.7 to Amendment No. 2 to the Form 10 Registration Statement filed on October 8, 2010 by Motorola Mobility Holdings, Inc. (formerly Motorola SpinCo Holdings Corporation) (File No. 1-34805)).
*10.9	SpinCo Contribution Agreement by and between Motorola, Inc. and Motorola Mobility Holdings, Inc. effective as of January 3, 2011.
*10.10	Motorola Solutions Omnibus Incentive Plan of 2006, as amended and restated January 4, 2011.
*10.11	Form of Motorola Solutions Inc. Award Document—Terms and Conditions Related to Employee Nonqualified Stock Options relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants on or after January 4, 2011.
10.12	Form of Motorola, Inc. Award Document—Terms and Conditions Related to Employee Nonqualified Stock Options relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants from August 1, 2009 to January 3, 2011 (incorporated by reference to Exhibit 10.1 to Motorola Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 4, 2009 (File No. 1-7221)).
10.13	Form of Motorola, Inc. Award Document—Terms and Conditions Related to Employee Nonqualified Stock Options relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants from May 6, 2008 to August 1, 2009 (incorporated by reference to Exhibit 10.54 to Motorola Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008 (File No. 1-7221)).
10.14	Form of Motorola, Inc. Award Document—Terms and Conditions Related to Employee Nonqualified Stock Options relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants from February 11, 2007 to May 4, 2008 (incorporated by reference to Exhibit 10.37 to Motorola Inc.’s Report on Form 8-K filed on February 15, 2007 (File No. 1-7221)).
*10.15	Form of Motorola Solutions Stock Option Consideration Agreement for grants on or after January 4, 2011.
10.16	Form of Motorola, Inc. Stock Option Consideration Agreement for grants from May 6, 2008 to January 3, 2011 (incorporated by reference to Exhibit 10.56 to Motorola Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008 (File No. 1-7221)).
10.17	Form of Motorola, Inc. Stock Option Consideration Agreement for grants from February 27, 2007 to May 5, 2008 (incorporated by reference to Exhibit 10.4 to Motorola Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No. 1-27221)).
*10.18	Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants to Appointed Vice Presidents and Elected Officers on or after January 4, 2011.

130

Exhibit No.	Exhibit
10.19	Form of Motorola, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants to Appointed Vice Presidents and Elected Officers, for grants from May 5, 2010 to January 3, 2011 (incorporated by reference to Exhibit 10.2 to Motorola Inc’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2010 (File No. 1-27221)).
10.20	Form of Motorola, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants to Appointed Vice Presidents and Elected Officers from August 1, 2009 to May 4, 2010 (incorporated by reference to Exhibit 10.2 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 4, 2009 (File No. 1-7221)).
10.21	Form of Motorola, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants to Appointed Vice Presidents and Elected Officers from January 1, 2009 to July 31, 2009 (incorporated by reference to Exhibit No. 10.4 to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (File No. 1-7221)).
10.22	Form of Motorola, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants to Appointed Vice Presidents and Elected Officers from May 6, 2008 to January 1, 2009 (incorporated by reference to Exhibit 10.55 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008 (File No. 1-7221)).
10.23	Form of Motorola, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants from February 27, 2007 to May 5, 2008 (incorporated by reference to Exhibit 10.3 to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No. 1-27221)).
*10.24	Form of Motorola Solutions Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options for Gregory Q. Brown, relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grant on February 1, 2011 pursuant to the terms of the Employment Agreement dated August 27, 2008, as amended, by and between Motorola, Inc. and Gregory Q. Brown.
*10.25	Form of Motorola Solutions Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options for Gregory Q. Brown, relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants on or after January 4, 2011.
10.26	Form of Motorola, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options for Gregory Q. Brown, relating to the Motorola Omnibus Incentive Plan of 2006 for grants from May 7, 2009 to January 3, 2011 (incorporated by reference to Exhibit 10.13 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
*10.27	Form of Motorola Solutions Stock Option Consideration Agreement for Gregory Q. Brown for grants on or after January 4, 2011 under the Motorola Solutions Omnibus Incentive Plan of 2006.
10.28	Form of Motorola, Inc. Stock Option Consideration Agreement for Gregory Q. Brown for grants from May 7, 2009 to January 3, 2011 under the Motorola Solutions Omnibus Incentive Plan of 2006 (incorporated by reference to Exhibit 10.14 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
10.29	Motorola, Inc. Award Document for the Motorola Solutions Omnibus Incentive Plan of 2006, Terms and Conditions Related to Employee Nonqualified Stock Options granted to Gregory Q. Brown on January 31, 2008 (Market-based vesting) (incorporated by reference to Exhibit 10.9 to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (File No. 1-7221)).
10.30	Form of Motorola, Inc. Stock Option Consideration Agreement for Gregory Q. Brown for grants from January 31, 2008 to May 6, 2009 under the Motorola Solutions Omnibus Incentive Plan of 2006 (incorporated by reference to Exhibit 10.10 to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (File No. 1-7221)).

131

Exhibit No.	Exhibit
*10.31	Form of Motorola Solutions, Inc. Restricted Stock Award Agreement for Gregory Q. Brown under the Motorola Solutions Omnibus Incentive Plan of 2006 for grant on February 1, 2011 pursuant to the terms of the Employment Agreement dated August 27, 2008, as amended, by and between Motorola, Inc. and Gregory Q. Brown.
*10.32	Form of Motorola Solutions, Inc. Restricted Stock Unit Award Agreement for Gregory Q. Brown under the Motorola Solutions Omnibus Incentive Plan of 2006 for grants on or after January 4, 2011.
10.33	Form of Restricted Stock Unit Award Agreement for Gregory Q. Brown, granted March 6, 2006 under the Motorola, Inc. Omnibus Incentive Plan of 2002, as amended, effective September 22, 2010 (incorporated by reference to Exhibit 10.7 to Motorola, Inc.’s Report on Form 10-Q for the fiscal quarter ended October 2, 2010 (File No. 1-7221)).
10.34	Form of Motorola, Inc. Restricted Stock Unit Award Agreement for Gregory Q. Brown relating to the Motorola Omnibus Incentive Plan of 2006, for grants from May 7, 2009 to January 3, 2011 (incorporated by reference to Exhibit 10.15 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
10.35	Form of Motorola, Inc. Restricted Stock Unit Award Agreement for Gregory Q. Brown relating to the Motorola Omnibus Incentive Plan of 2006 for grants from January 31, 2008 to May 7, 2009 (incorporated by reference to Exhibit No. 10.11 to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (File No. 1-7221)).
10.36	Amendment approved on November 10, 2009 to the form of Motorola, Inc. Restricted Stock Unit Award Agreements described herein as Exhibits 10.22, 10.23, 10.33, 10.35, 10.48 and 10.49 (incorporated by reference to Exhibit 10.17 to Motorola, Inc.’s Annual Report for the fiscal year ended December 31, 2009 (File No. 1-7221)).
*10.37	Form of Motorola Solutions Deferred Stock Units Agreement between Motorola Solutions, Inc. and its non-employee directors, relating to the deferred stock units issued in lieu of cash compensation to directors under the Motorola Solutions Omnibus Incentive Plan of 2006 for acquisitions on or after January 4, 2011.
10.38	Form of Deferred Stock Units Agreement between Motorola, Inc. and its non-employee directors, relating to the deferred stock units issued in lieu of cash compensation to directors under the Motorola Omnibus Incentive Plan of 2006 or any successor plan, for acquisitions from February 11, 2007 to January 3, 2011 (incorporated by reference to Exhibit 10.8 to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No. 1-27221)).
*10.39	Form of Motorola Solutions Deferred Stock Units Award between Motorola Solutions, Inc. and its non-employee directors under the Motorola Solutions Omnibus Incentive Plan of 2006 or any successor plan for grants on or after January 4, 2011.
10.40	Form of Deferred Stock Units Award between Motorola, Inc. and its non-employee directors under the Motorola Omnibus Incentive Plan of 2006 or any successor plan for grants from February 11, 2007 to January 3, 2011(incorporated by reference to Exhibit 10.9 to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No. 1-27221)).
10.41	Motorola Omnibus Incentive Plan of 2003, as amended through May 4, 2009 (incorporated by reference to Exhibit 10.6 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
10.42	Motorola Omnibus Incentive Plan of 2002, as amended through May 4, 2009 (incorporated by reference to Exhibit 10.7 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
10.43	Motorola Omnibus Incentive Plan of 2000, as amended through May 4, 2009 (incorporated by reference to Exhibit 10.8 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).

132

Exhibit No.	Exhibit
10.44	Motorola Compensation/Acquisition Plan of 2000, as amended through May 4, 2009 (incorporated by reference to Exhibit 10.10 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
10.45	Motorola Amended and Restated Incentive Plan of 1998, as amended through May 4, 2009 (incorporated by reference to Exhibit 10.9 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
10.46	Form of Motorola, Inc. Award Document—Terms and Conditions Related to Non-Employee Director Nonqualified Stock Options relating to the Motorola Omnibus Incentive Plan of 2002 (incorporated by reference to Exhibit 10.2 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2002 (File No. 1-7221)).
10.47	Form of Motorola, Inc. Award Document—Terms and Conditions Related to Employee Nonqualified Stock Options, relating to the Motorola Omnibus Incentive Plan of 2003, the Motorola Omnibus Incentive Plan of 2002, the Motorola Omnibus Incentive Plan of 2000, the Motorola Amended and Restated Incentive Plan of 1998 and the Motorola Compensation/Acquisition Plan of 2000 for grants on or after May 2, 2005 (incorporated by reference to Exhibit 10.46 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2005 (File No. 1-7221)).
10.48	Form of Motorola, Inc. Restricted Stock Unit Agreement (Cliff Vesting), relating to the Motorola Omnibus Incentive Plan of 2003, the Motorola Omnibus Incentive Plan of 2002, the Motorola Omnibus Incentive Plan of 2000 and the Motorola Compensation/Acquisition Plan of 2000, for grants on or after July 29, 2004 (incorporated by reference to Exhibit 10.12 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2004 (File No. 1-7221)).
10.49	Form of Motorola, Inc. Restricted Stock Unit Agreement (Periodic Vesting), relating to the Motorola Omnibus Incentive Plan of 2003, the Motorola Omnibus Incentive Plan of 2002, the Motorola Omnibus Incentive Plan of 2000 and the Motorola Compensation/ Acquisition Plan of 2000, for grants on or after July 29, 2004 (incorporated by reference to Exhibit 10.34 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2004 (File No. 1-7221)).
10.50	Form of Deferred Stock Units Agreement between Motorola, Inc. and its non-employee directors, relating to the deferred stock units issued in lieu of cash compensation to directors under the Motorola Omnibus Incentive Plan of 2003 or any successor plan, for acquisitions from January 1, 2006 to February 11, 2007 (incorporated by reference to Exhibit No. 10.25 to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (File No. 1-7221)).
10.51	Motorola Non-Employee Directors Stock Plan, as amended and restated on May 6, 2003 (incorporated by reference to Exhibit 10.20 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2003 (File No. 1-7221)).
10.52	2009 Motorola Incentive Plan (incorporated by reference to Exhibit 10.1 to Motorola, Inc.’s Report on Form 8-K filed on March 23, 2009 (File No. 1-7221)).
10.53	Motorola Long-Range Incentive Plan (LRIP) of 2006 (as amended and restated as of July 28, 2008) (incorporated by reference to Exhibit 10.37 to Motorola, Inc.’s Form 10-Q for the fiscal quarter ended September 27, 2008 (File No. 1-7221)).
10.54	Motorola Long Range Incentive Plan (LRIP) of 2009 (as amended and restated as of July 26, 2010) (incorporated by reference to Exhibit 10.1 to Motorola, Inc.’s Report on Form 8-K filed on July 30, 2010 (File No. 1-7221)).
10.55	Motorola Elected Officers Supplementary Retirement Plan, as amended through May 8, 2007 (incorporated by reference to Exhibit No. 10.29 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2007 (File No. 1-7221)).
10.56	First Amendment to the Motorola Elected Officers Supplementary Retirement Plan, adopted December 15, 2008 (incorporated by reference to Exhibit 10.1 to Motorola, Inc.’s Report on Form 8-K filed on December 17, 2008 (File No. 1-7221)).

133

Exhibit No.	Exhibit
*10.57	Motorola Solutions Management Deferred Compensation Plan, as amended and restated effective as of December 1, 2010, as amended January 4, 2011.
10.58	Motorola Solutions, Inc. 2011 Senior Officer Change in Control Severance Plan (incorporated by reference to Exhibit 10.1 to Motorola Solutions Current Report on Form 8-K filed on January 31, 2011 (File No. 1-7221)).
10.59	Motorola Solutions, Inc. Legacy Senior Officer Amended and Restated Change in Control Severance Plan (incorporated by reference to Exhibit No. 10.2 to Motorola Solutions Current Report on Form 8-K filed on January 31, 2011 (File No. 1-7221)).
*10.60	Motorola Solutions, Inc. 2011 Executive Severance Plan.
*10.61	Motorola Solutions, Inc. Legacy Amended and Restated Executive Severance Plan.
10.62	Motorola, Inc. Retiree Basic Life Insurance for Elected Officers prior to January 1, 2004 who retire after January 1, 2005 (incorporated by reference to Exhibit 10.36 to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (File No. 1-7221)).
10.63	Arrangement for directors’ fees and retirement plan for non-employee directors (description incorporated by reference from the information under the caption “How Are the Directors Compensated ” of Motorola Solutions’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 2, 2011 (“Motorola Solutions Proxy Statement”)).
10.64	Insurance covering non-employee directors and their spouses (including a description incorporated by reference from the information under the caption “Director Retirement Plan and Insurance Coverage” of the Motorola Solutions Proxy Statement and to Exhibit 10.57 to Motorola, Inc.’s Report on Form 10-Q for the fiscal quarter ended March 29, 2008 (File No. 1-7221).
10.65	Employment Agreement dated August 27, 2008 by and between Motorola, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit 10.1 to Motorola, Inc.’s Report on Form 8-K filed on August 29, 2008 (File No. 1-7221)).
10.66	Amendment made on December 15, 2008 to the Employment Agreement dated August 27, 2008 by and between Motorola, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit No. 10.50 to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (File No. 1-7221)).
10.67	Second Amendment, dated May 28, 2010, to the Employment Agreement dated August 27, 2008, as amended, by and between Motorola, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit 10.1 to Motorola, Inc.’s Report on Form 8-K filed on May 28, 2010 (File No. 1-7221)).
10.68	Employment Agreement dated August 4, 2008 by and between Motorola, Inc. and Sanjay K. Jha (incorporated by reference to Exhibit 10.1 to Motorola, Inc.’s Report on Form 8-K filed on August 4, 2008 (File No. 1-7221)).
10.69	Amendment made on December 15, 2008 to the Employment Agreement dated August 4, 2008 by and between Motorola, Inc. and Sanjay K. Jha (incorporated by reference to Exhibit No. 10.52 to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (File No. 1-7221)).
10.70	Second Amendment dated February 11, 2010 to the Employment Agreement dated August 4, 2008, as amended, by and between Motorola, Inc. and Sanjay K. Jha (incorporated by reference to Exhibit 10.1 to Motorola, Inc.’s Report on form 8-K filed on February 16, 2010 (File No. 1-7221)).
10.71	Amended and Restated Employment Agreement between Thomas J. Meredith and Motorola, Inc. (As Amended January 30, 2008) (incorporated by reference to Exhibit 10.48 to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (File No. 1-7221)).

134

Exhibit No.	Exhibit
10.72	Employment Offer Letter between Motorola, Inc., and Daniel M. Moloney, effective as of July 30, 2010 (incorporated by reference to Exhibit 10.9 of Amendment No. 1 to the Form 10 Registration Statement filed on August 31, 2010 by Motorola Mobility Holdings, Inc. (formerly Motorola SpinCo Holdings Corporation) (File No. 1-34805)).
10.73	Aircraft Time Sharing Agreement dated May 4, 2009, by and between Motorola, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit 10.11 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
10.74	Aircraft Time Sharing Agreement dated May 4, 2009, by and between Motorola, Inc. and Sanjay K. Jha (incorporated by reference to Exhibit 10.12 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
10.75	Revolving Credit Agreement dated as of January 4, 2011 among Motorola Solutions, JP Morgan Chase Bank, N.A., as administrative agent, and the several lenders and agents party thereto (incorporated by reference to Exhibit 10.1 to Motorola Solutions Current Report on Form 8-K filed on January 10, 2011 (File No. 1-7221)).
*12	Statement regarding Computation of Ratio of Earnings to Fixed Charges.
*21	Subsidiaries of Motorola Solutions, Inc.
23	Consent of Independent Registered Public Accounting Firm, see page 126 of the Annual Report on Form 10-K of which this Exhibit Index is a part.
*31.1	Certification of Gregory Q. Brown pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2	Certification of Edward J. Fitzpatrick pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1	Certification of Gregory Q. Brown pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*32.2	Certification of Edward J. Fitzpatrick pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**101.INS	XBRL Instance Document
**101.SCH	XBRL Taxonomy Extension Scheme Document
**101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
**101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
**101.LAB	XBRL Taxonomy Extension Label Linkbase Document
**101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

EX-10.6

Exhibit 10.6

TRANSITION SERVICES AGREEMENT

MOTOROLA MOBILITY PROVIDED SERVICES

THIS TRANSITION SERVICES AGREEMENT – MOTOROLA MOBILITY PROVIDED SERVICES (this “Agreement”) is entered into as of January 3, 2011, by and among Motorola, Inc., a Delaware corporation (“Motorola”), Motorola Mobility, Inc., a Delaware corporation and wholly-owned subsidiary of Motorola (“Mobility”), and Motorola Mobility Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Motorola (“SpinCo”). Each of Motorola, Mobility and SpinCo is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Amended and Restated Master Separation and Distribution Agreement dated as of July 31, 2010, by and among Motorola, Mobility and SpinCo (as such may be amended from time to time, the “Separation Agreement”).

RECITALS

WHEREAS, Motorola has determined that it would be appropriate, desirable and in the best interests of Motorola and Motorola’s stockholders to separate the MD Business and the Home Business from Motorola pursuant to and in accordance with the Separation Agreement;

WHEREAS, in connection with the separation of the MD Business and the Home Business from Motorola, Motorola desires to contribute or otherwise transfer, and to cause certain of its Subsidiaries to contribute or otherwise transfer, (i) certain Assets and Liabilities associated with the Transferred Businesses, including the stock or other equity interests of certain of Motorola’s Subsidiaries dedicated to the Transferred Businesses, to Mobility and certain of its Subsidiaries, and (ii) certain Assets and Liabilities associated with the Transferred Businesses to SpinCo, (iii) shares of capital stock of Mobility to SpinCo, and (iv) stock or other equity interests of certain of Motorola’s Subsidiaries dedicated to the Transferred Businesses other than those set forth in clause (i) above to SpinCo;

WHEREAS, in connection therewith, Motorola desires that SpinCo and/or its Affiliates provide Motorola and/or its Affiliates, as applicable, with certain transition services with respect to the operation of Motorola and its Affiliates following the date hereof, as more fully set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties each hereby agrees as follows:

ARTICLE 1

TRANSITION SERVICES

Section 1.1 Transition Services. During the term of this Agreement as set forth in Section 2.2, SpinCo will provide, or cause one or more of its Affiliates or third Person service providers designated by SpinCo (including their respective employees, agents or contractors) to provide to the Motorola Group, upon the terms and subject to the conditions hereof, the services more particularly described on Annex A (each service, a “Transition Service” and collectively with any Additional Services, the “Transition Services”). Motorola and SpinCo may, by mutual written consent (which consent will not be unreasonably withheld), amend the Transition Services to (a) include other administrative services provided by SpinCo to the Motorola Business prior to the date hereof in exchange for additional fees consistent with the cost of delivery thereof (“Additional Services”), or (b) extend

the term of any Transition Service so long as such new service term does not extend beyond 12 months from the date hereof. Motorola will and will cause its Affiliates to, if applicable, adhere to any conditions or policies applicable to its use of the Transition Services as set forth in this Agreement or in Annex A.

Section 1.2 Level of Transition Services.

(a) Unless otherwise specifically set forth in Annex A, SpinCo will perform, or cause one or more of its Affiliates or third Persons to provide to Motorola and/or its Affiliates, as applicable, the Transition Services in the manner and at a level of service (including with respect to timing and priority) consistent with past practices with respect to that performed by the SpinCo Group and their third Person service providers for the Motorola Business; provided, however, SpinCo may make changes from time to time in the manner of performing the Transition Services to the extent SpinCo is making similar changes in performing similar services for itself or its Affiliates, so long as such changes do not adversely affect such agreed to level of service.

(b) Unless otherwise specifically set forth in Annex A, Motorola and its Affiliates’ use of any Transition Service will be consistent with past practice with respect to the use by the Motorola Group for the Motorola Business.

(c) Notwithstanding anything to the contrary herein, in no event will any Transition Service include (i) any services that would be or otherwise becomes unlawful for SpinCo to provide, or (ii) the exercise of business judgment or general management for Motorola.

ARTICLE 2

TERMINATION

Section 2.1 No Obligation to Continue to Use Services; Partial Termination. Motorola will have no obligation to continue to use any of the Transition Services and, except as otherwise specified on Annex A, Motorola may terminate any Transition Service by giving SpinCo at least 30 days’ prior written notice of its desire to terminate any Transition Service. To the extent possible, Motorola will give such notice at the beginning of a month to terminate the service as of the beginning of the next month to avoid the need to prorate any monthly payment charges. As soon as reasonably practicable following receipt of any such notice, SpinCo will advise Motorola in writing as to whether termination of such Transition Service will (a) require the termination or partial termination of, or otherwise affect the provision of, certain other Transition Services, or (b) result in any early termination costs (which, with respect to those related to third party providers, will be limited to costs that SpinCo actually incurs). If either will be the case, Motorola may withdraw its termination notice within five Business Days of the receipt of notice. If Motorola does not withdraw the termination within such period, such termination will be final. Upon such termination, Motorola’s obligation to pay for such Transition Service(s) will terminate, and SpinCo will cease, or cause its Affiliates or third Person service providers to cease, providing the terminated Transition Service(s), in each case subject to the terms of Section 2.2(c); provided, however, that Motorola will reimburse SpinCo for the reasonable termination costs actually incurred by SpinCo resulting from Motorola’s early termination of such Transition Services, including those owed to third Person providers. SpinCo will use commercially reasonable efforts to mitigate such termination costs.

Section 2.2 Term and Termination.

(a) Subject to Section 2.1, the term of this Agreement will commence on the date hereof and continue with respect to each of the Transition Services for the term thereof as set forth in Annex A; the last date in each such term being referred to herein as a “Service Termination Date” for each such Transition Service.

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(b) Notwithstanding the foregoing, this Agreement may be terminated:

(i) by SpinCo, immediately by giving written notice to Motorola if Motorola breaches or is in default of any payment obligation, which default is capable of being cured, and such breach or default has not been cured within 30 days after Motorola’s receipt of notice of such a breach or default from SpinCo; or

(ii) by any Party, upon 30 days’ advance written notice to the other Parties, in the event: (A) such Party (1) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its properties, (2) makes a general assignment for the benefit of its creditors, (3) commences a voluntary case under the United States Bankruptcy Code, as now or hereafter in effect (the “Bankruptcy Code”), or (4) fails to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in any involuntary case under the Bankruptcy Code; or (B) a proceeding or case will be commenced against such Party in any court of competent jurisdiction, seeking (1) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (2) the appointment of a trustee, receiver, custodian, liquidator or the like of such Party or of all or any substantial part of its assets, or (3) similar relief under any Bankruptcy Laws, or an order, judgment or decree approving any of the foregoing will be entered and continue unstayed for a period of 60 days, or an order for relief against such Party will be entered in an involuntary case under the Bankruptcy Code.

(c) The terms and conditions of this Agreement that, by their terms, require performance following the termination or expiration of this Agreement will survive such termination or expiration.

Section 2.3 General Intent. Motorola will use commercially reasonable efforts to end its use of the Transition Services as soon as commercially practicable, but in no event later than the applicable Service Termination Date.

ARTICLE 3

FEES

Section 3.1 Consideration. As consideration for the provision of any Transition Services and any Additional Services hereunder, Motorola will pay to SpinCo (or will cause its Affiliates to pay to SpinCo or SpinCo’s Affiliates, as applicable) the amount specified for each Transition Service as set forth in Annex A, plus any applicable sales, use, or service tax, value added tax (“VAT”) or any other similar tax (together with any related interest and penalties) imposed on, or payable with respect to, any fees or charges payable pursuant to this Agreement on a monthly basis except (i) as otherwise specified in Annex A with respect to a particular Transition Service, and (ii) reimbursement for Tigers purchases, Web Money reimbursements, other “normal” department charges which will result in a cash disbursement made by SpinCo or its Affiliates on behalf of Motorola or its Affiliates, will be made as described in Section 3.2 below. Unless Motorola and SpinCo otherwise agree in writing, where Transition Services are provided to Motorola’s Affiliates outside of the United States by a Person located in the same country, amounts will be billed and paid in the local currency of the entity providing the Transition Services. Unless Motorola and SpinCo otherwise agree in writing, if payments are to be made between legal entities not within the same country, such amounts will be billed and paid in U.S. Dollars. To the extent necessary, local currency conversion will be based on SpinCo’s internal exchange rate for the then-current month. The Transition Services to be provided by third Person providers will be charged to

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Motorola at no higher cost than the actual payments made by SpinCo to third Person providers for providing such Transition Services. All charges based on a monthly or other time basis will be pro rated based on actual days elapsed during the period of service. Upon the termination of any Transition Service in accordance with and subject to Section 2.1 or Section 2.2 above, the consideration to be paid under this Article 3 will be the accrued pro rated daily fees payable under this Section 3.1 except in cases where SpinCo or its Affiliate has already procured and pre-paid for the services of a third Person provider. The Parties agree to use commercially reasonable efforts to cooperate to minimize any sales, use or service tax, VAT or any other similar tax with respect to the Transition Services.

Section 3.2 Invoices. Except as otherwise set forth on Annex A, within 10 days after the end of each fiscal month, SpinCo and each of its Affiliates providing Transition Services will submit one invoice to each of Motorola and each of its Affiliates receiving Transition Services for (i) all Transition Services provided during such fiscal month pursuant to this Agreement, (ii) reimbursement for Tigers purchases, Web Money reimbursements, other “normal” department charges and payments to third parties on behalf of Motorola or its Affiliates which result in a cash disbursement made by SpinCo or its Affiliates on behalf of Motorola or its Affiliates, and (iii) any applicable sales, use or service tax, VAT or any other similar taxes (other than income or franchise taxes) imposed on or payable with respect to any fees or charges payable pursuant to this Agreement. The invoices will break out the amount for each type of Transition Service and amounts subject to reimbursement. SpinCo will provide documentation supporting any amounts invoiced pursuant to this Section 3.2 as Motorola may from time to time reasonably request, including, without limitation, detail with respect to any third party billing information relating to the Transition Services provided under this Agreement.

Section 3.3 Invoice Disputes. In the event that Motorola in good faith disputes an invoice submitted by SpinCo, Motorola may withhold payment of any amount subject to the dispute; provided, however, that (i) Motorola will continue to pay all undisputed amounts in accordance with the terms hereof, and (ii) Motorola will notify SpinCo, in writing, of any disputed amounts and the reason for any dispute by the due date for payment of the invoice containing any disputed charges. In the event of a dispute regarding the amount of any invoice, the Parties will use all reasonable efforts to resolve such dispute within 30 days after Motorola provides written notification of such dispute to SpinCo. Each Party will provide full supporting documentation concerning any disputed amount or invoice within 30 days after written notification of the dispute. Unpaid fees that are under good faith dispute will not be considered a basis for default hereunder. To the extent that a dispute regarding the amount of any invoice cannot be resolved pursuant to this Section 3.3, the dispute resolution procedures set forth in Section 7.10 herein will apply.

Section 3.4 Time of Payment. Except as otherwise set forth in Annex A, Motorola will pay and will cause each of its Affiliates to pay all amounts due pursuant to this Agreement within 30 days after receipt of each such invoice hereunder for (i) the Transition Services and (ii) the amounts subject to reimbursement; provided, however, that in the event that Motorola, in good faith and upon reasonable grounds in accordance with Section 3.3, questions any invoiced item, payment of that item may be made after resolution of such question. To the extent that any amounts required to be paid under this Agreement are not timely paid pursuant to the terms of this Agreement, such amounts shall accrue interest in accordance with the Separation Agreement. Any pre-existing obligations to make payment for any Transition Services provided hereunder will survive the termination of this Agreement.

ARTICLE 4

PERSONNEL

Section 4.1 Right to Designate and Change Personnel. SpinCo will make available such personnel as will be required to provide the Transition Services. SpinCo will have the right to designate

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which personnel it will assign to perform the Transition Services. SpinCo also will have the right to remove and replace any such personnel at any time or designate any of its Affiliates or a third Person service provider at any time to perform the Transition Services; provided, however, that SpinCo will use its commercially reasonable efforts to limit the disruption to Motorola in the transition of the Transition Services to different personnel or a third Person. In the event that personnel with the designated level of experience are not then employed by SpinCo, SpinCo will substitute such personnel or third party personnel having an adequate level of experience; provided, however, that SpinCo will have no obligation to retain any individual employee for the sole purpose of providing a particular Transition Service.

Section 4.2 Financial Responsibility for Motorola Personnel. SpinCo will pay for all personnel expenses, including wages of its employees performing the Transition Services. Any request by Motorola for travel by any SpinCo employee will be considered and treated as a request for Additional Services pursuant to Section 1.1 and the costs of such travel will be charged as additional fees.

Section 4.3 Managers.

(a) During the term of this Agreement, Motorola will appoint one of its employees (the “Motorola Manager”) who will have overall responsibility for managing and coordinating the delivery of the Transition Services and one of its employees for each category of service, as applicable (the “Motorola Sub-Manager”). The Motorola Manager and each of the Motorola Sub-Managers will coordinate and consult with the SpinCo Manager (as defined in Section 4.3(b)) and each of the SpinCo Sub-Managers (as defined in Section 4.3(b)). Motorola may, at its discretion, select other individuals to serve in these capacities during the term of this Agreement; provided, however, Motorola will notify SpinCo promptly (and in any event within three Business Days) of any change in individuals serving in these capacities, setting forth the name of the replacement, and stating that such replacement is authorized to act for Motorola in accordance with this Section 4.3(a).

(b) During the term of this Agreement, SpinCo will appoint one of its employees (the “SpinCo Manager”) who will have overall responsibility for managing and coordinating the delivery of the Transition Services and one of its employees for each category of service (the “SpinCo Sub-Manager”). The SpinCo Manager and each of the SpinCo Sub-Managers will coordinate and consult with the Motorola Manager and each of the Motorola Sub-Managers. SpinCo may, at its discretion, select other individuals to serve in these capacities during the term of this Agreement; provided, however, SpinCo will notify Motorola promptly (and in any event within three Business Days) of any change in individuals serving in these capacities, setting forth the name of the replacement, and stating that such replacement is authorized to act for SpinCo in accordance with this Section 4.3(b).

(c) The Motorola Manager and the SpinCo Manager will meet as expeditiously as possible to resolve any dispute hereunder, and any dispute that is not so resolved within 30 days will be resolved in accordance with the dispute resolution procedures set forth in Section 7.3 of the Separation Agreement. Motorola may treat an act of the SpinCo Manager, and SpinCo may treat the act of the Motorola Manager, in each case, which is consistent with the provisions of this Agreement, as being authorized by such other Party without inquiring behind such act or ascertaining whether the Motorola Manager or the SpinCo Manager, as applicable, had authority to so act; provided, however, that neither the Motorola Manager nor the SpinCo Manager will have authority to amend this Agreement.

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ARTICLE 5

PROPRIETARY RIGHTS

Section 5.1 Software.

(a) In addition to the consideration set forth elsewhere herein, Motorola will also promptly pay any amounts that are required to be paid to any third Person licensors of software that is used by SpinCo in connection with the provision of any Transition Services hereunder, including, without limitation, (i) license, temporary right-to-use and royalty fees and (ii) any amounts that are required to be paid to any such licensors to obtain the consent of such licensors to allow SpinCo to provide any of the Transition Services hereunder. Motorola agrees to comply and cause its Affiliates to comply with the terms of any license or other agreement of SpinCo or any of its Affiliates relating to software that is used in connection with the provision of any Transition Services hereunder. Subject to the foregoing and the terms of the Separation Agreement, SpinCo will use commercially reasonable efforts to obtain any consent that may be required from such licensors in order to provide any of the Transition Services hereunder and the Parties will cooperate to identify any material licenses or consents and use commercially reasonable efforts to minimize the costs associated therewith.

(b) Any software, development tools, know-how, methodologies, processes, technologies or algorithms owned by SpinCo or its Affiliates and which may during the term of this Agreement be operated or used by SpinCo or its Affiliates in connection with the performance of the Transition Services hereunder will remain the property of SpinCo or its Affiliates, as the case may be, and Motorola and its Affiliates will have no rights or interests therein, except as may otherwise be set forth in the Intellectual Property License Agreement.

(c) Neither Motorola nor SpinCo will use or have any rights to the trademarks or service marks of the other without prior written consent to such use other than as provided for in the Intellectual Property License Agreement or the Trademark License Agreement. To the extent that such consent is granted, use of such trademarks or service marks will be in accordance with the guidelines set forth by the Party owning such trademarks or service marks with all proper indicia of ownership, including those set forth in the Intellectual Property License Agreement or the Trademark License Agreement.

Section 5.2 IT Services.

(a) While using any data processing or communications services of SpinCo (whether or not identified in Annex A), Motorola will and will cause each of its Affiliates to, adhere in all respects to SpinCo’s corporate information policies (including policies with respect to protection of proprietary information, data privacy and other policies regarding the use of computing resources) as in effect from time to time.

(b) The employees of Motorola and its Affiliates and non-employee representative of Motorola and its Affiliates who have access to the Motorola network may continue to have access to the SpinCo network and associated computer applications if they meet the following criteria: (i) such employee and non-employee representative is listed in the SpinCo LDAP/”core directory” or any updates thereto and a current list of these employees and non-employee representatives is available promptly upon request, and a documented process is in place for notification to SpinCo of all voluntary and involuntary separations; (ii) Motorola has a legitimate business need to access resources on the SpinCo network during the term of this Agreement; and (iii) such employee and non-employee representative is bound by a non-disclosure agreement or other binding confidentiality obligations for the benefit of SpinCo. Motorola employee and non-employee representative computer and system accounts on the SpinCo network that are not required for the transition must be locked. Motorola’s employees and non-employee representatives that are connected to the SpinCo network must continue to adhere in all respects to the information protection safeguards defined in SpinCo’s Information Protection Policy IP-01 and Standards for Information Users (which will initially replicate Motorola’s Information Protection Policy IP-01 and Standards for Information Users which can be found at http:///mips.mot.com/policy/genuserstd.htm)) as

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well as any other security standards for requiring current antivirus protection active at all times, strong access control for all computer access, no sharing of passwords, no dual connections to the Motorola network or any other non-SpinCo networks and the Internet or other entity networks, and compliance with the requirements for protection of SpinCo’s confidential proprietary information and intellectual assets/property. SpinCo’s Information Protection Policy IP-01 and Complete Set of Standards (which will initially replicate Motorola’s Information Protection Policy IP-01 and Complete Set of Standards which can be found at http://mips.mot.com/policy/itstandardscomplete.htm) must be followed when connecting SpinCo’s network to Motorola’s network or any other non-SpinCo networks and all external connections to the SpinCo network require the review and the written approval of SpinCo’s information protection services. Computing assets connected to SpinCo’s network are subject to monitoring by intrusion detection instrumentation and are subject to routine vulnerability assessment scans which may occur during connect time.

(c) SpinCo and Motorola will jointly develop mutually acceptable systems conversion plans as soon as reasonably practicable. If necessary to facilitate such conversion, SpinCo agrees to use commercially reasonable efforts to assist Motorola to meet the mutually agreed upon milestones, timelines and resource requirements identified in the final detailed systems conversion plan. Following this process, the plan will be considered firm and will be used by both Motorola and SpinCo to synchronize their own related project efforts. In the event SpinCo expects to incur any extraordinary costs in connection with facilitating such conversion, it will notify Motorola in advance and the Parties will reasonably negotiate and agree upon the items and amounts that Motorola will pay. Such amounts will be considered and treated as a request for Additional Services pursuant to Section 1.1. Any schedule modifications occurring after the plan is firm will require joint approval by SpinCo and Motorola, such approval not to be unreasonably withheld.

(d) If Motorola increases its use of SpinCo’s central processing unit, storage, server or other network systems and such increased use contributes to the need for SpinCo to purchase additional computing capacity that SpinCo will not utilize following termination of the Transition Services, Motorola will pay for that capacity. SpinCo will notify Motorola in advance of capacity issues to allow Motorola to respond and possibly discontinue use of certain SpinCo systems in advance of any additional purchases. Usage consistent with recent past practice of the Motorola Business will serve as the basis from which to measure increases in usage. The need for purchasing additional capacity will be subject to the mutual agreement of Motorola and SpinCo.

ARTICLE 6

WARRANTY

Section 6.1 No Warranty; Exclusive Remedy.

(a) Motorola and SpinCo both acknowledge and agree that SpinCo has agreed to provide or cause to be provided the Transition Services hereunder as an accommodation to Motorola. NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED (INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION), ARE MADE BY ANY MEMBER OF THE SPINCO GROUP WITH RESPECT TO THE PROVISION OF TRANSITION SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED.

(b) Other than in the event of SpinCo’s gross negligence or willful misconduct for which Motorola shall have a right to seek indemnity hereunder (and without limiting the indemnification

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rights under Section 6.2(c)), the sole and exclusive remedy of Motorola with respect to any and all Damages caused by or arising from the performance or non-performance of any Transition Service by SpinCo (either directly or indirectly) will be the termination of this Agreement in accordance with Section 2.1 hereof; provided, however, that, if capable of being performed or re-performed and if requested by Motorola, SpinCo agrees to perform or re-perform, as applicable, or will cause one or more of its Affiliates or third Persons to perform or re-perform, as applicable, any Transition Service that does not comply with the requirements and level of service set forth in Annex A and Section 1.2(a) hereof.

Section 6.2 Limitation of Liability and Indemnification.

(a) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL ANY PARTY OR ANY OF ITS GROUP MEMBERS BE LIABLE UNDER ANY CIRCUMSTANCES OR LEGAL THEORY FOR DAMAGES RELATED TO INCONVENIENCE, DOWNTIME, INTEREST, COST OF CAPITAL, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF USE, TIME, DATA, OR GOOD WILL, OR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, COLLATERAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY DAMAGES RELATED TO INCONVENIENCE, DOWNTIME, INTEREST, COST OF CAPITAL, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF USE, TIME, DATA, OR GOODWILL, OR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, COLLATERAL OR CONSEQUENTIAL DAMAGES, TO A PERSON WHO IS NOT A MEMBER OF ANY GROUP IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES NOT SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 6.2. THIS SECTION SURVIVES THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.

(b) Except insofar as the claim, demand, suit or recovery relates to SpinCo’s gross negligence or willful misconduct, and notwithstanding anything to the contrary and without limiting the Parties’ indemnification rights set forth in the Separation Agreement, Motorola will and will cause its Affiliates to indemnify and hold harmless SpinCo and its Affiliates or any employees providing Transition Services (collectively, the “Indemnified Party”) from and against any Damages (including, without limitation, reasonable expenses of investigation and attorneys’ fees incurred or suffered by the Indemnified Party) arising out of any claim made against any member of the SpinCo Group by a third Person to the extent caused by or resulting from any of the Transition Services rendered pursuant to the terms of this Agreement; provided, however, that the foregoing will not limit the indemnification obligations of SpinCo under Section 6.2(c).

(c) Notwithstanding anything to the contrary and without limiting the Parties’ indemnification rights set forth in the Separation Agreement, SpinCo will indemnify Motorola and its Affiliates (collectively, the “Motorola Indemnified Parties”) against and agrees to defend and hold the Motorola Indemnified Parties harmless from and against any Damages (including, without limitation, reasonable expenses of investigation and attorneys’ fees incurred or suffered by the Motorola Indemnified Parties) arising out of the performance of any Transition Service by a third Person service provider on behalf of SpinCo, but only to the extent SpinCo is indemnified or otherwise compensated by such third Person service provider for any breach of its obligations to SpinCo with respect to the provision of such Transition Service and, in such event, only on a pro rata basis taking into account all businesses of SpinCo and its Affiliates similarly affected.

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Section 6.3 Relationship of the Parties. Each of Motorola and SpinCo is and will remain at all times an independent contractor of the other Party in the performance of all Transition Services hereunder. In all matters relating to this Agreement, each of Motorola and SpinCo will be solely responsible for the acts of its employees and agents, and employees or agents of one Party will not be considered employees or agents of the other Party nor entitled to any employee benefits of such other Party as a result of this Agreement. Except as otherwise provided herein, no Party will have any right, power or authority to create any obligation, express or implied, on behalf of any other Party nor will any Party act or represent or hold itself out as having authority to act as an agent or partner of any other Party, or in any way bind or commit any other Party to any obligations. Nothing in this Agreement is intended to create or constitute a joint venture, partnership, agency, trust or other association of any kind among the Parties or persons referred to herein and each Party will be responsible only for its respective obligations as set forth in this Agreement.

Section 6.4 Compliance with Laws. Each of Motorola and SpinCo will comply with all applicable laws, rules, ordinances and regulations of any governmental entity or regulatory agency governing the Transition Services to be provided hereunder. Neither Motorola nor SpinCo will take any action in violation of any applicable law, rule, ordinance or regulation that could result in liability being imposed on the other Party.

Section 6.5 Remedies. The Parties agree that irreparable damage may occur in the event that any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached. It is accordingly agreed that each of the Parties shall be entitled to seek equitable relief to prevent or remedy breaches of this Agreement, without the proof of actual damages, including in the form of an injunction or injunctions or orders for specific performance in respect of such breaches. Each Party agrees to waive any requirement for the security or posting of any bond in connection with any such equitable remedy.

ARTICLE 7

GENERAL

Section 7.1 Binding Effect and Assignment. This Agreement binds and benefits the Parties and their respective successors and assigns. No Party may assign any of its rights or delegate any of its obligations under this Agreement without the written consent of the other Parties, which consent may be withheld in such Party’s sole and absolute discretion and any assignment or attempted assignment in violation of the foregoing will be null and void; provided, however, that, subject to Section 4.1, SpinCo may delegate its duties hereunder to such Affiliates or third Person service providers as may be qualified to provide the Transition Services; provided, further, that SpinCo will provide at least 45 days’ notice to Motorola prior to any such delegation of any duties hereunder, and in the event Motorola reasonably objects to any such delegation, SpinCo will reasonably assist in the process of transitioning such service to Motorola or Motorola’s designee prior to any such delegation.

Section 7.2 Entire Agreement; Amendments. This Agreement, the Separation Agreement and each of the annexes, exhibits and schedules appended hereto and thereto constitute the final agreement among the Parties, and is the complete and exclusive statement of the Parties’ agreement, on the matters contained herein. All prior and contemporaneous negotiations and agreements among the Parties with respect to the matters contained herein are superseded by this Agreement and Annex A. The Parties may amend this Agreement and Annex A only by a written agreement signed by each Party to be bound by the amendment and that identifies itself as an amendment to this Agreement or Annex A.

Section 7.3 Force Majeure. In the event that Motorola is delayed in or prevented from performing its obligations under this Agreement, in whole or in part, due to an act of God, fire, flood,

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storm, explosion, civil disorder, strike, lockout or other labor trouble, material shortages of utilities, facilities, labor, materials or equipment, delay in transportation, breakdown or accident, any law, order, proclamation, regulation, ordinance, demand or requirement of any governmental authority, riot, war, acts of terror, rebellion, or other cause beyond the control of SpinCo (each a “Force Majeure Event”), then upon written notice to Motorola, (i) the affected provisions and/or other requirements of this Agreement will be suspended to the extent necessary during the period of such disability, (ii) SpinCo will have the right to apportion its services in an equitable manner to all users and (iii) SpinCo will have no liability to Motorola or any other party in connection therewith. SpinCo will resume full performance of this Agreement as soon as reasonably practicable following the conclusion of the Force Majeure Event.

Section 7.4 Construction of Agreement.

(a) Where this Agreement or Annex A states that a Party “will” perform in some manner or otherwise act or omit to act, it means that the Party is legally obligated to do so in accordance with this Agreement or Annex A.

(b) The captions, titles and headings included in this Agreement and Annex A are for convenience only, and do not affect this Agreement’s or Annex A’s construction or interpretation. When a reference is made in this Agreement to an Article or a Section, annex, exhibit or schedule, such reference will be to an Article or Section of, or an annex, exhibit or schedule to, this Agreement unless otherwise indicated.

(c) This Agreement is for the sole benefit of the Parties hereto and do not, and are not intended to, confer any rights or remedies in favor of any Person (including any employee or stockholder of Motorola or SpinCo) other than the Parties signing this Agreement.

(d) The words “including,” “includes,” or “include” are to be read as listing non-exclusive examples of the matters referred to, whether or not words such as “without limitation” or “but not limited to” are used in each instance.

(e) Any reference in this Agreement or Annex A to the singular includes the plural where appropriate. Any reference in this Agreement or Annex A to the masculine, feminine or neuter gender includes the other genders where appropriate.

(f) Unless otherwise specified, all references in this Agreement or Annex A to “dollars” or “$” means United States Dollars.

Section 7.5 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential terms and conditions of this Agreement for each Party remain valid, binding and enforceable.

Section 7.6 Counterparts. The Parties may execute this Agreement in multiple counterparts, each of which constitutes an original as against the Party that signed it, and all of which together constitute one agreement. The signatures of the Parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission that includes a copy of the sending Party’s signature is as effective as signing and delivering the counterpart in person.

Section 7.7 Notices. Each Party giving any notice required or permitted under this Agreement will give the notice in writing and use one of the following methods of delivery to the Party to be notified, at the address set forth below or another address of which the sending Party has been notified in accordance with this Section 7.7: (a) personal delivery; (b) facsimile or telecopy transmission with a

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reasonable method of confirming transmission; (c) commercial overnight courier with a reasonable method of confirming delivery; or (d) pre-paid, United States of America certified or registered mail, return receipt requested. Notice to a Party is effective for purposes of this Agreement only if given as provided in this Section 7.7 and will be deemed given on the date that the intended addressee actually receives the notice.

If to Motorola: Motorola, Inc. 1303 East Algonquin Road Schaumburg, Illinois 60196 Attention: Chief Financial Officer Facsimile: (847) 576-1402	with a copy to: Motorola, Inc. 1303 East Algonquin Road Schaumburg, Illinois 60196 Attention: General Counsel Facsimile: (847) 576-3628
If to SpinCo or Mobility: Motorola Mobility, Inc. 600 North US-45 Libertyville, Illinois 60048 Attention: Chief Financial Officer Facsimile: (847) 523-0438	with a copy to: Motorola Mobility, Inc. 600 North US-45 Libertyville, Illinois 60048 Attention: General Counsel Facsimile: (847) 523-0727

Section 7.8 Nonwaiver. The Parties may waive a provision of this Agreement or Annex A only by a writing signed by the Party intended to be bound by the waiver. A Party is not prevented from enforcing any right, remedy or condition in the Party’s favor because of any failure or delay in exercising any right or remedy or in requiring satisfaction of any condition, except to the extent that the Party specifically waives the same in writing. A written waiver given for one matter or occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver for any other matter or occasion. Any enumeration of a Party’s rights and remedies in this Agreement is not intended to be exclusive, and a Party’s rights and remedies are intended to be cumulative to the extent permitted by law and include any rights and remedies authorized in law or in equity.

Section 7.9 Confidentiality. Subject to the terms of the Separation Agreement, each Party will cause each of its Affiliates and each of their officers, directors, employees, agents, representatives, successors and assigns to hold all information relating to the business of any other Party disclosed to it by reason of this Agreement confidential and will not disclose any of such information to any party unless legally compelled to disclose such information; provided, however, that to the extent that a Party may become so legally compelled, such Party may only disclose such information if it will first have used reasonable efforts to, and, if practicable, will have afforded the other Parties the opportunity to obtain, an appropriate protective order or other satisfactory assurance of confidential treatment for the information required to be so disclosed.

Section 7.10 Governing Law. The internal laws of the State of Delaware (without reference to its principles of conflicts of law) govern the construction, interpretation and other matters arising out of or in connection with this Agreement, and each of the annexes, schedules or exhibits hereto (whether arising in contract, tort, equity or otherwise). Any disputes arising hereunder will be resolved in accordance with Section 7.3 of the Separation Agreement, the terms of which are incorporated by reference herein.

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*  *  *  *  *

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IN WITNESS WHEREOF, each of the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date and year first set forth above.

“Motorola”		“SpinCo”
MOTOROLA, INC.,		MOTOROLA MOBILITY HOLDINGS, INC.,
a Delaware corporation		a Delaware corporation
By:	/s/ Michael Annes	By:	/s/ Marc E. Rothman
Name:	Michael Annes	Name:	Marc E. Rothman
Title:	Corporate Vice President	Title:	Chief Financial Officer
“Mobility”
MOTOROLA MOBILITY, INC.,
a Delaware corporation
By:	/s/ Marc E. Rothman
Name:	Marc E. Rothman
Title:	Chief Financial Officer

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EX-10.7

Exhibit 10.7

TRANSITION SERVICES AGREEMENT

MOTOROLA SOLUTIONS PROVIDED SERVICES

THIS TRANSITION SERVICES AGREEMENT – MOTOROLA SOLUTIONS PROVIDED SERVICES (this “Agreement”) is entered into as of January 3, 2011, by and among Motorola, Inc., a Delaware corporation (“Motorola”), Motorola Mobility, Inc., a Delaware corporation and wholly-owned subsidiary of Motorola (“Mobility”), and Motorola Mobility Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Motorola (“SpinCo”). Each of Motorola, Mobility and SpinCo is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Amended and Restated Master Separation and Distribution Agreement dated as of July 31, 2010, by and among Motorola, Mobility and SpinCo (as such may be amended from time to time, the “Separation Agreement”).

RECITALS

WHEREAS, Motorola has determined that it would be appropriate, desirable and in the best interests of Motorola and Motorola’s stockholders to separate the MD Business and the Home Business from Motorola pursuant to and in accordance with the Separation Agreement;

WHEREAS, in connection with the separation of the MD Business and the Home Business from Motorola, Motorola desires to contribute or otherwise transfer, and to cause certain of its Subsidiaries to contribute or otherwise transfer, (i) certain Assets and Liabilities associated with the Transferred Businesses, including the stock or other equity interests of certain of Motorola’s Subsidiaries dedicated to the Transferred Businesses, to Mobility and certain of its Subsidiaries, and (ii) certain Assets and Liabilities associated with the Transferred Businesses to SpinCo, (iii) shares of capital stock of Mobility to SpinCo, and (iv) stock or other equity interests of certain of Motorola’s Subsidiaries dedicated to the Transferred Businesses other than those set forth in clause (i) above to SpinCo;

WHEREAS, in connection therewith, SpinCo desires that Motorola and/or its Affiliates provide SpinCo and/or its Affiliates, as applicable, with certain transition services with respect to the operation of SpinCo and its Affiliates following the date hereof, as more fully set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties each hereby agrees as follows:

ARTICLE 1

TRANSITION SERVICES

Section 1.1 Transition Services. During the term of this Agreement as set forth in Section 2.2, Motorola will provide, or cause one or more of its Affiliates or third Person service providers designated by Motorola (including their respective employees, agents or contractors) to provide to the SpinCo Group, upon the terms and subject to the conditions hereof, the services more particularly described on Annex A (each service, a “Transition Service” and collectively with any Additional Services, the “Transition Services”). Motorola and SpinCo may, by mutual written consent (which consent will not be unreasonably withheld), amend the Transition Services to (a) include other administrative services provided by Motorola to the Transferred Businesses prior to the date hereof in exchange for additional fees consistent with the cost of delivery thereof (“Additional Services”), or (b) extend the term of any Transition Service so long as such new service term does not extend beyond

12 months from the date hereof. SpinCo will and will cause its Affiliates to, if applicable, adhere to any conditions or policies applicable to its use of the Transition Services as set forth in this Agreement or in Annex A.

Section 1.2 Level of Transition Services.

(a) Unless otherwise specifically set forth in Annex A, Motorola will perform, or cause one or more of its Affiliates or third Persons to provide to SpinCo and/or its Affiliates, as applicable, the Transition Services in the manner and at a level of service (including with respect to timing and priority) consistent with past practices with respect to that performed by the Motorola Group and their third Person service providers for the Transferred Businesses; provided, however, Motorola may make changes from time to time in the manner of performing the Transition Services to the extent Motorola is making similar changes in performing similar services for itself or its Affiliates, so long as such changes do not adversely affect such agreed to level of service.

(b) Unless otherwise specifically set forth in Annex A, SpinCo and its Affiliates’ use of any Transition Service will be consistent with past practice with respect to the use by the Motorola Group for the Transferred Businesses.

(c) Notwithstanding anything to the contrary herein, in no event will any Transition Service include (i) any services that would be or otherwise becomes unlawful for Motorola to provide, or (ii) the exercise of business judgment or general management for SpinCo.

ARTICLE 2

TERMINATION

Section 2.1 No Obligation to Continue to Use Services; Partial Termination. SpinCo will have no obligation to continue to use any of the Transition Services and, except as otherwise specified on Annex A, SpinCo may terminate any Transition Service by giving Motorola at least 30 days’ prior written notice of its desire to terminate any Transition Service. To the extent possible, SpinCo will give such notice at the beginning of a month to terminate the service as of the beginning of the next month to avoid the need to prorate any monthly payment charges. As soon as reasonably practicable following receipt of any such notice, Motorola will advise SpinCo in writing as to whether termination of such Transition Service will (a) require the termination or partial termination of, or otherwise affect the provision of, certain other Transition Services, or (b) result in any early termination costs (which, with respect to those related to third party providers, will be limited to costs that Motorola actually incurs). If either will be the case, SpinCo may withdraw its termination notice within five Business Days of the receipt of notice. If SpinCo does not withdraw the termination within such period, such termination will be final. Upon such termination, SpinCo’s obligation to pay for such Transition Service(s) will terminate, and Motorola will cease, or cause its Affiliates or third Person service providers to cease, providing the terminated Transition Service(s), in each case subject to the terms of Section 2.2(c); provided, however, that SpinCo will reimburse Motorola for the reasonable termination costs actually incurred by Motorola resulting from SpinCo’s early termination of such Transition Services, including those owed to third Person providers. Motorola will use commercially reasonable efforts to mitigate such termination costs.

Section 2.2 Term and Termination.

(a) Subject to Section 2.1, the term of this Agreement will commence on the date hereof and continue with respect to each of the Transition Services for the term thereof as set forth in Annex A; the last date in each such term being referred to herein as a “Service Termination Date” for each such Transition Service.

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(b) Notwithstanding the foregoing, this Agreement may be terminated:

(i) by Motorola, immediately by giving written notice to SpinCo if SpinCo breaches or is in default of any payment obligation, which default is capable of being cured, and such breach or default has not been cured within 30 days after SpinCo’s receipt of notice of such a breach or default from Motorola; or

(ii) by any Party, upon 30 days’ advance written notice to the other Parties, in the event: (A) such Party (1) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its properties, (2) makes a general assignment for the benefit of its creditors, (3) commences a voluntary case under the United States Bankruptcy Code, as now or hereafter in effect (the “Bankruptcy Code”), or (4) fails to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in any involuntary case under the Bankruptcy Code; or (B) a proceeding or case will be commenced against such Party in any court of competent jurisdiction, seeking (1) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (2) the appointment of a trustee, receiver, custodian, liquidator or the like of such Party or of all or any substantial part of its assets, or (3) similar relief under any Bankruptcy Laws, or an order, judgment or decree approving any of the foregoing will be entered and continue unstayed for a period of 60 days, or an order for relief against such Party will be entered in an involuntary case under the Bankruptcy Code.

(c) The terms and conditions of this Agreement that, by their terms, require performance following the termination or expiration of this Agreement will survive such termination or expiration.

Section 2.3 General Intent. SpinCo will use commercially reasonable efforts to end its use of the Transition Services as soon as commercially practicable, but in no event later than the applicable Service Termination Date.

ARTICLE 3

FEES

Section 3.1 Consideration. As consideration for the provision of any Transition Services and any Additional Services hereunder, SpinCo will pay to Motorola (or will cause its Affiliates to pay to Motorola or Motorola’s Affiliates, as applicable) the amount specified for each Transition Service as set forth in Annex A, plus any applicable sales, use, or service tax, value added tax (“VAT”) or any other similar tax (together with any related interest and penalties) imposed on, or payable with respect to, any fees or charges payable pursuant to this Agreement on a monthly basis except (i) as otherwise specified in Annex A with respect to a particular Transition Service, and (ii) reimbursement for Tigers purchases, Web Money reimbursements, other “normal” department charges which will result in a cash disbursement made by Motorola or its Affiliates on behalf of SpinCo or its Affiliates, will be made as described in Section 3.2 below. Unless Motorola and SpinCo otherwise agree in writing, where Transition Services are provided to SpinCo’s Affiliates outside of the United States by a Person located in the same country, amounts will be billed and paid in the local currency of the entity providing the Transition Services. Unless Motorola and SpinCo otherwise agree in writing, if payments are to be made between legal entities not within the same country, such amounts will be billed and paid in U.S. Dollars. To the extent necessary, local currency conversion will be based on Motorola’s internal exchange rate for the then-current month. The Transition Services to be provided by third Person providers will be charged to SpinCo at no higher cost than the actual payments made by Motorola to third Person providers for providing such Transition Services. All charges based on a monthly or other time basis will be pro rated based on actual days elapsed during the period of service. Upon the termination of any Transition Service

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in accordance with and subject to Section 2.1 or Section 2.2 above, the consideration to be paid under this Article 3 will be the accrued pro rated daily fees payable under this Section 3.1 except in cases where Motorola or its Affiliate has already procured and pre-paid for the services of a third Person provider. The Parties agree to use commercially reasonable efforts to cooperate to minimize any sales, use or service tax, VAT or any other similar tax with respect to the Transition Services.

Section 3.2 Invoices. Except as otherwise set forth on Annex A, within 10 days after the end of each fiscal month, Motorola and each of its Affiliates providing Transition Services will submit one invoice to each of SpinCo and each of its Affiliates receiving Transition Services for (i) all Transition Services provided during such fiscal month pursuant to this Agreement, (ii) reimbursement for Tigers purchases, Web Money reimbursements, other “normal” department charges and payments to third parties on behalf of SpinCo or its Affiliates which result in a cash disbursement made by Motorola or its Affiliates on behalf of SpinCo or its Affiliates, and (iii) any applicable sales, use or service tax, VAT or any other similar taxes (other than income or franchise taxes) imposed on or payable with respect to any fees or charges payable pursuant to this Agreement. The invoices will break out the amount for each type of Transition Service and amounts subject to reimbursement. Motorola will provide documentation supporting any amounts invoiced pursuant to this Section 3.2 as SpinCo may from time to time reasonably request, including, without limitation, detail with respect to any third party billing information relating to the Transition Services provided under this Agreement.

Section 3.3 Invoice Disputes. In the event that SpinCo in good faith disputes an invoice submitted by Motorola, SpinCo may withhold payment of any amount subject to the dispute; provided, however, that (i) SpinCo will continue to pay all undisputed amounts in accordance with the terms hereof, and (ii) SpinCo will notify Motorola, in writing, of any disputed amounts and the reason for any dispute by the due date for payment of the invoice containing any disputed charges. In the event of a dispute regarding the amount of any invoice, the Parties will use all reasonable efforts to resolve such dispute within 30 days after SpinCo provides written notification of such dispute to Motorola. Each Party will provide full supporting documentation concerning any disputed amount or invoice within 30 days after written notification of the dispute. Unpaid fees that are under good faith dispute will not be considered a basis for default hereunder. To the extent that a dispute regarding the amount of any invoice cannot be resolved pursuant to this Section 3.3, the dispute resolution procedures set forth in Section 7.10 herein will apply.

Section 3.4 Time of Payment. Except as otherwise set forth in Annex A, SpinCo will pay and will cause each of its Affiliates to pay all amounts due pursuant to this Agreement within 30 days after receipt of each such invoice hereunder for (i) the Transition Services and (ii) the amounts subject to reimbursement; provided, however, that in the event that SpinCo, in good faith and upon reasonable grounds in accordance with Section 3.3, questions any invoiced item, payment of that item may be made after resolution of such question. To the extent that any amounts required to be paid under this Agreement are not timely paid pursuant to the terms of this Agreement, such amounts shall accrue interest in accordance with the Separation Agreement. Any pre-existing obligations to make payment for any Transition Services provided hereunder will survive the termination of this Agreement.

ARTICLE 4

PERSONNEL

Section 4.1 Right to Designate and Change Personnel. Motorola will make available such personnel as will be required to provide the Transition Services. Motorola will have the right to designate which personnel it will assign to perform the Transition Services. Motorola also will have the right to remove and replace any such personnel at any time or designate any of its Affiliates or a third Person service provider at any time to perform the Transition Services; provided, however, that Motorola will use

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its commercially reasonable efforts to limit the disruption to SpinCo in the transition of the Transition Services to different personnel or a third Person. In the event that personnel with the designated level of experience are not then employed by Motorola, Motorola will substitute such personnel or third party personnel having an adequate level of experience; provided, however, that Motorola will have no obligation to retain any individual employee for the sole purpose of providing a particular Transition Service.

Section 4.2 Financial Responsibility for Motorola Personnel. Motorola will pay for all personnel expenses, including wages of its employees performing the Transition Services. Any request by SpinCo for travel by any Motorola employee will be considered and treated as a request for Additional Services pursuant to Section 1.1 and the costs of such travel will be charged as additional fees.

Section 4.3 Managers.

(a) During the term of this Agreement, Motorola will appoint one of its employees (the “Motorola Manager”) who will have overall responsibility for managing and coordinating the delivery of the Transition Services and one of its employees for each category of service, as applicable (the “Motorola Sub-Manager”). The Motorola Manager and each of the Motorola Sub-Managers will coordinate and consult with the SpinCo Manager (as defined in Section 4.3(b)) and each of the SpinCo Sub-Managers (as defined in Section 4.3(b)). Motorola may, at its discretion, select other individuals to serve in these capacities during the term of this Agreement; provided, however, Motorola will notify SpinCo promptly (and in any event within three Business Days) of any change in individuals serving in these capacities, setting forth the name of the replacement, and stating that such replacement is authorized to act for Motorola in accordance with this Section 4.3(a).

(b) During the term of this Agreement, SpinCo will appoint one of its employees (the “SpinCo Manager”) who will have overall responsibility for managing and coordinating the delivery of the Transition Services and one of its employees for each category of service (the “SpinCo Sub-Manager”). The SpinCo Manager and each of the SpinCo Sub-Managers will coordinate and consult with the Motorola Manager and each of the Motorola Sub-Managers. SpinCo may, at its discretion, select other individuals to serve in these capacities during the term of this Agreement; provided, however, SpinCo will notify Motorola promptly (and in any event within three Business Days) of any change in individuals serving in these capacities, setting forth the name of the replacement, and stating that such replacement is authorized to act for SpinCo in accordance with this Section 4.3(b).

(c) The Motorola Manager and the SpinCo Manager will meet as expeditiously as possible to resolve any dispute hereunder, and any dispute that is not so resolved within 30 days will be resolved in accordance with the dispute resolution procedures set forth in Section 7.3 of the Separation Agreement. Motorola may treat an act of the SpinCo Manager, and SpinCo may treat the act of the Motorola Manager, in each case, which is consistent with the provisions of this Agreement, as being authorized by such other Party without inquiring behind such act or ascertaining whether the Motorola Manager or the SpinCo Manager, as applicable, had authority to so act; provided, however, that neither the Motorola Manager nor the SpinCo Manager will have authority to amend this Agreement.

ARTICLE 5

PROPRIETARY RIGHTS

Section 5.1 Software.

(a) In addition to the consideration set forth elsewhere herein, SpinCo will also promptly pay any amounts that are required to be paid to any third Person licensors of software that is

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used by Motorola in connection with the provision of any Transition Services hereunder, including, without limitation, (i) license, temporary right-to-use and royalty fees and (ii) any amounts that are required to be paid to any such licensors to obtain the consent of such licensors to allow Motorola to provide any of the Transition Services hereunder. SpinCo agrees to comply and cause its Affiliates to comply with the terms of any license or other agreement of Motorola or any of its Affiliates relating to software that is used in connection with the provision of any Transition Services hereunder. Subject to the foregoing and the terms of the Separation Agreement, Motorola will use commercially reasonable efforts to obtain any consent that may be required from such licensors in order to provide any of the Transition Services hereunder and the Parties will cooperate to identify any material licenses or consents and use commercially reasonable efforts to minimize the costs associated therewith.

(b) Any software, development tools, know-how, methodologies, processes, technologies or algorithms owned by Motorola or its Affiliates and which may during the term of this Agreement be operated or used by Motorola or its Affiliates in connection with the performance of the Transition Services hereunder will remain the property of Motorola or its Affiliates, as the case may be, and SpinCo and its Affiliates will have no rights or interests therein, except as may otherwise be set forth in the Intellectual Property License Agreement.

(c) Neither Motorola nor SpinCo will use or have any rights to the trademarks or service marks of the other without prior written consent to such use other than as provided for in the Intellectual Property License Agreement or the Trademark License Agreement. To the extent that such consent is granted, use of such trademarks or service marks will be in accordance with the guidelines set forth by the Party owning such trademarks or service marks with all proper indicia of ownership, including those set forth in the Intellectual Property License Agreement or the Trademark License Agreement.

Section 5.2 IT Services.

(a) While using any data processing or communications services of Motorola (whether or not identified in Annex A), SpinCo will and will cause each of its Affiliates to, adhere in all respects to Motorola’s corporate information policies (including policies with respect to protection of proprietary information, data privacy and other policies regarding the use of computing resources) as in effect from time to time.

(b) The employees of SpinCo and its Affiliates and non-employee representative of SpinCo and its Affiliates who have access to the SpinCo network may continue to have access to the Motorola Intranet and associated computer applications if they meet the following criteria: (i) such employee and non-employee representative is listed in the SpinCo LDAP/”core directory” or any updates thereto and a current list of these employees and non-employee representatives is available promptly upon request, and a documented process is in place for notification to Motorola of all voluntary and involuntary separations; (ii) SpinCo has a legitimate business need to access resources on the Motorola Intranet during the term of this Agreement; and (iii) such employee and non-employee representative is bound by a non-disclosure agreement or other binding confidentiality obligations for the benefit of Motorola. SpinCo employee and non-employee representative computer and system accounts on the Motorola Intranet that are not required for the transition must be locked. SpinCo’s employees and non-employee representatives that are connected to the Motorola Intranet must continue to adhere in all respects to the information protection safeguards defined in Motorola’s Information Protection Policy IP-01 and Standards for Information Users (http:///mips.mot.com/policy/genuserstd.htm) as well as any other security standards for requiring current antivirus protection active at all times, strong access control for all computer access, no sharing of passwords, no dual connections to the SpinCo network or any other non-Motorola networks and the Internet or other entity networks, and compliance with the requirements for

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protection of Motorola’s confidential proprietary information and intellectual assets/property. Motorola’s Information Protection Policy IP-01 and Complete Set of Standards (http://mips.mot.com/policy/itstandardscomplete.htm) must be followed when connecting Motorola’s Intranet to SpinCo’s network or any other non-Motorola networks and all external connections to the Motorola network require the review and the written approval of Motorola’s information protection services. Computing assets connected to Motorola’s network are subject to monitoring by intrusion detection instrumentation and are subject to routine vulnerability assessment scans which may occur during connect time.

(c) SpinCo and Motorola will jointly develop mutually acceptable systems conversion plans as soon as reasonably practicable. If necessary to facilitate such conversion, Motorola agrees to use commercially reasonable efforts to assist SpinCo to meet the mutually agreed upon milestones, timelines and resource requirements identified in the final detailed systems conversion plan. Following this process, the plan will be considered firm and will be used by both Motorola and SpinCo to synchronize their own related project efforts. In the event Motorola expects to incur any extraordinary costs in connection with facilitating such conversion, it will notify SpinCo in advance and the Parties will reasonably negotiate and agree upon the items and amounts that SpinCo will pay. Such amounts will be considered and treated as a request for Additional Services pursuant to Section 1.1. Any schedule modifications occurring after the plan is firm will require joint approval by SpinCo and Motorola, such approval not to be unreasonably withheld.

(d) If SpinCo increases its use of Motorola’s central processing unit, storage, server or other network systems and such increased use contributes to the need for Motorola to purchase additional computing capacity that Motorola will not utilize following termination of the Transition Services, SpinCo will pay for that capacity. Motorola will notify SpinCo in advance of capacity issues to allow SpinCo to respond and possibly discontinue use of certain Motorola systems in advance of any additional purchases. Usage consistent with recent past practice of the Transferred Businesses will serve as the basis from which to measure increases in usage. The need for purchasing additional capacity will be subject to the mutual agreement of Motorola and SpinCo.

ARTICLE 6

WARRANTY

Section 6.1 No Warranty; Exclusive Remedy.

(a) Motorola and SpinCo both acknowledge and agree that Motorola has agreed to provide or cause to be provided the Transition Services hereunder as an accommodation to SpinCo. NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED (INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION), ARE MADE BY ANY MEMBER OF THE MOTOROLA GROUP WITH RESPECT TO THE PROVISION OF TRANSITION SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED.

(b) Other than in the event of Motorola’s gross negligence or willful misconduct for which SpinCo shall have a right to seek indemnity hereunder (and without limiting the indemnification rights under Section 6.2(c)), the sole and exclusive remedy of SpinCo with respect to any and all Damages caused by or arising from the performance or non-performance of any Transition Service by Motorola (either directly or indirectly) will be the termination of this Agreement in accordance with Section 2.1 hereof; provided, however, that, if capable of being performed or re-performed and if

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requested by SpinCo, Motorola agrees to perform or re-perform, as applicable, or will cause one or more of its Affiliates or third Persons to perform or re-perform, as applicable, any Transition Service that does not comply with the requirements and level of service set forth in Annex A and Section 1.2(a) hereof.

Section 6.2 Limitation of Liability and Indemnification.

(a) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL ANY PARTY OR ANY OF ITS GROUP MEMBERS BE LIABLE UNDER ANY CIRCUMSTANCES OR LEGAL THEORY FOR DAMAGES RELATED TO INCONVENIENCE, DOWNTIME, INTEREST, COST OF CAPITAL, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF USE, TIME, DATA, OR GOOD WILL, OR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, COLLATERAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY DAMAGES RELATED TO INCONVENIENCE, DOWNTIME, INTEREST, COST OF CAPITAL, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF USE, TIME, DATA, OR GOODWILL, OR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, COLLATERAL OR CONSEQUENTIAL DAMAGES, TO A PERSON WHO IS NOT A MEMBER OF ANY GROUP IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES NOT SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 6.2. THIS SECTION SURVIVES THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.

(b) Except insofar as the claim, demand, suit or recovery relates to Motorola’s gross negligence or willful misconduct, and notwithstanding anything to the contrary and without limiting the Parties’ indemnification rights set forth in the Separation Agreement, SpinCo will and will cause its Affiliates to indemnify and hold harmless Motorola and its Affiliates or any employees providing Transition Services (collectively, the “Indemnified Party”) from and against any Damages (including, without limitation, reasonable expenses of investigation and attorneys’ fees incurred or suffered by the Indemnified Party) arising out of any claim made against any member of the Motorola Group by a third Person to the extent caused by or resulting from any of the Transition Services rendered pursuant to the terms of this Agreement; provided, however, that the foregoing will not limit the indemnification obligations of Motorola under Section 6.2(c).

(c) Notwithstanding anything to the contrary and without limiting the Parties’ indemnification rights set forth in the Separation Agreement, Motorola will indemnify SpinCo and its Affiliates (collectively, the “SpinCo Indemnified Parties”) against and agrees to defend and hold the SpinCo Indemnified Parties harmless from and against any Damages (including, without limitation, reasonable expenses of investigation and attorneys’ fees incurred or suffered by the SpinCo Indemnified Parties) arising out of the performance of any Transition Service by a third Person service provider on behalf of Motorola, but only to the extent Motorola is indemnified or otherwise compensated by such third Person service provider for any breach of its obligations to Motorola with respect to the provision of such Transition Service and, in such event, only on a pro rata basis taking into account all businesses of Motorola and its Affiliates similarly affected.

Section 6.3 Relationship of the Parties. Each of Motorola and SpinCo is and will remain at all times an independent contractor of the other Party in the performance of all Transition Services hereunder. In all matters relating to this Agreement, each of Motorola and SpinCo will be solely responsible for the acts of its employees and agents, and employees or agents of one Party will not be considered employees or agents of the other Party nor entitled to any employee benefits of such other

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Party as a result of this Agreement. Except as otherwise provided herein, no Party will have any right, power or authority to create any obligation, express or implied, on behalf of any other Party nor will any Party act or represent or hold itself out as having authority to act as an agent or partner of any other Party, or in any way bind or commit any other Party to any obligations. Nothing in this Agreement is intended to create or constitute a joint venture, partnership, agency, trust or other association of any kind among the Parties or persons referred to herein and each Party will be responsible only for its respective obligations as set forth in this Agreement.

Section 6.4 Compliance with Laws. Each of Motorola and SpinCo will comply with all applicable laws, rules, ordinances and regulations of any governmental entity or regulatory agency governing the Transition Services to be provided hereunder. Neither Motorola nor SpinCo will take any action in violation of any applicable law, rule, ordinance or regulation that could result in liability being imposed on the other Party.

Section 6.5 Remedies. The Parties agree that irreparable damage may occur in the event that any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached. It is accordingly agreed that each of the Parties shall be entitled to seek equitable relief to prevent or remedy breaches of this Agreement, without the proof of actual damages, including in the form of an injunction or injunctions or orders for specific performance in respect of such breaches. Each Party agrees to waive any requirement for the security or posting of any bond in connection with any such equitable remedy.

ARTICLE 7

GENERAL

Section 7.1 Binding Effect and Assignment. This Agreement binds and benefits the Parties and their respective successors and assigns. No Party may assign any of its rights or delegate any of its obligations under this Agreement without the written consent of the other Parties, which consent may be withheld in such Party’s sole and absolute discretion and any assignment or attempted assignment in violation of the foregoing will be null and void; provided, however, that, subject to Section 4.1, Motorola may delegate its duties hereunder to such Affiliates or third Person service providers as may be qualified to provide the Transition Services; provided, further, that Motorola will provide at least 45 days’ notice to SpinCo prior to any such delegation of any duties hereunder, and in the event SpinCo reasonably objects to any such delegation, Motorola will reasonably assist in the process of transitioning such service to SpinCo or SpinCo’s designee prior to any such delegation.

Section 7.2 Entire Agreement; Amendments. This Agreement, the Separation Agreement and each of the annexes, exhibits and schedules appended hereto and thereto constitute the final agreement among the Parties, and is the complete and exclusive statement of the Parties’ agreement, on the matters contained herein. All prior and contemporaneous negotiations and agreements among the Parties with respect to the matters contained herein are superseded by this Agreement and Annex A. The Parties may amend this Agreement and Annex A only by a written agreement signed by each Party to be bound by the amendment and that identifies itself as an amendment to this Agreement or Annex A.

Section 7.3 Force Majeure. In the event that Motorola is delayed in or prevented from performing its obligations under this Agreement, in whole or in part, due to an act of God, fire, flood, storm, explosion, civil disorder, strike, lockout or other labor trouble, material shortages of utilities, facilities, labor, materials or equipment, delay in transportation, breakdown or accident, any law, order, proclamation, regulation, ordinance, demand or requirement of any governmental authority, riot, war, acts of terror, rebellion, or other cause beyond the control of Motorola (each a “Force Majeure Event”), then upon written notice to SpinCo, (i) the affected provisions and/or other requirements of this Agreement

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will be suspended to the extent necessary during the period of such disability, (ii) Motorola will have the right to apportion its services in an equitable manner to all users and (iii) Motorola will have no liability to SpinCo or any other party in connection therewith. Motorola will resume full performance of this Agreement as soon as reasonably practicable following the conclusion of the Force Majeure Event.

Section 7.4 Construction of Agreement.

(a) Where this Agreement or Annex A states that a Party “will” perform in some manner or otherwise act or omit to act, it means that the Party is legally obligated to do so in accordance with this Agreement or Annex A.

(b) The captions, titles and headings included in this Agreement and Annex A are for convenience only, and do not affect this Agreement’s or Annex A’s construction or interpretation. When a reference is made in this Agreement to an Article or a Section, annex, exhibit or schedule, such reference will be to an Article or Section of, or an annex, exhibit or schedule to, this Agreement unless otherwise indicated.

(c) This Agreement is for the sole benefit of the Parties hereto and do not, and are not intended to, confer any rights or remedies in favor of any Person (including any employee or stockholder of Motorola or SpinCo) other than the Parties signing this Agreement.

(d) The words “including,” “includes,” or “include” are to be read as listing non-exclusive examples of the matters referred to, whether or not words such as “without limitation” or “but not limited to” are used in each instance.

(e) Any reference in this Agreement or Annex A to the singular includes the plural where appropriate. Any reference in this Agreement or Annex A to the masculine, feminine or neuter gender includes the other genders where appropriate.

(f) Unless otherwise specified, all references in this Agreement or Annex A to “dollars” or “$” means United States Dollars.

Section 7.5 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential terms and conditions of this Agreement for each Party remain valid, binding and enforceable.

Section 7.6 Counterparts. The Parties may execute this Agreement in multiple counterparts, each of which constitutes an original as against the Party that signed it, and all of which together constitute one agreement. The signatures of the Parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission that includes a copy of the sending Party’s signature is as effective as signing and delivering the counterpart in person.

Section 7.7 Notices. Each Party giving any notice required or permitted under this Agreement will give the notice in writing and use one of the following methods of delivery to the Party to be notified, at the address set forth below or another address of which the sending Party has been notified in accordance with this Section 7.7: (a) personal delivery; (b) facsimile or telecopy transmission with a reasonable method of confirming transmission; (c) commercial overnight courier with a reasonable method of confirming delivery; or (d) pre-paid, United States of America certified or registered mail, return receipt requested. Notice to a Party is effective for purposes of this Agreement only if given as provided in this Section 7.7 and will be deemed given on the date that the intended addressee actually receives the notice.

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If to Motorola: Motorola, Inc. 1303 East Algonquin Road Schaumburg, Illinois 60196 Attention: Chief Financial Officer Facsimile: (847) 576-1402	with a copy to: Motorola, Inc. 1303 East Algonquin Road Schaumburg, Illinois 60196 Attention: General Counsel Facsimile: (847) 576-3628
If to SpinCo or Mobility: Motorola Mobility, Inc. 600 North US-45 Libertyville, Illinois 60048 Attention: Chief Financial Officer Facsimile: (847) 523-0438	with a copy to: Motorola Mobility, Inc. 600 North US-45 Libertyville, Illinois 60048 Attention: General Counsel Facsimile: (847) 523-0727

Section 7.8 Nonwaiver. The Parties may waive a provision of this Agreement or Annex A only by a writing signed by the Party intended to be bound by the waiver. A Party is not prevented from enforcing any right, remedy or condition in the Party’s favor because of any failure or delay in exercising any right or remedy or in requiring satisfaction of any condition, except to the extent that the Party specifically waives the same in writing. A written waiver given for one matter or occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver for any other matter or occasion. Any enumeration of a Party’s rights and remedies in this Agreement is not intended to be exclusive, and a Party’s rights and remedies are intended to be cumulative to the extent permitted by law and include any rights and remedies authorized in law or in equity.

Section 7.9 Confidentiality. Subject to the terms of the Separation Agreement, each Party will cause each of its Affiliates and each of their officers, directors, employees, agents, representatives, successors and assigns to hold all information relating to the business of any other Party disclosed to it by reason of this Agreement confidential and will not disclose any of such information to any party unless legally compelled to disclose such information; provided, however, that to the extent that a Party may become so legally compelled, such Party may only disclose such information if it will first have used reasonable efforts to, and, if practicable, will have afforded the other Parties the opportunity to obtain, an appropriate protective order or other satisfactory assurance of confidential treatment for the information required to be so disclosed.

Section 7.10 Governing Law. The internal laws of the State of Delaware (without reference to its principles of conflicts of law) govern the construction, interpretation and other matters arising out of or in connection with this Agreement, and each of the annexes, schedules or exhibits hereto (whether arising in contract, tort, equity or otherwise). Any disputes arising hereunder will be resolved in accordance with Section 7.3 of the Separation Agreement, the terms of which are incorporated by reference herein.

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IN WITNESS WHEREOF, each of the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date and year first set forth above.

“Motorola”		“SpinCo”
MOTOROLA, INC.,		MOTOROLA MOBILITY HOLDINGS, INC.,
a Delaware corporation		a Delaware corporation
By:	/s/ Michael Annes	By:	/s/ Marc E. Rothman
Name:	Michael Annes	Name:	Marc E. Rothman
Title:	Corporate Vice President	Title:	Chief Financial Officer
“Mobility”
MOTOROLA MOBILITY, INC., a Delaware corporation
By:	/s/ Marc E. Rothman
Name:	Marc E. Rothman
Title:	Chief Financial Officer

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EX-10.9

Exhibit 10.9

SPINCO CONTRIBUTION AGREEMENT

THIS SPINCO CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of January 3, 2011 (the “Effective Date”), by and between Motorola, Inc., a Delaware corporation (“Motorola”), and Motorola Mobility Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Motorola (formerly, Motorola SpinCo Holdings Corporation) (“SpinCo”). Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in Article 1 of that certain Amended and Restated Master Separation and Distribution Agreement effective as of July 31, 2010, as may be amended from time to time (the “Separation Agreement”), by and among Motorola, SpinCo and Motorola Mobility, Inc., a Delaware corporation and wholly-owned subsidiary of Motorola (“Mobility”).

RECITALS

WHEREAS, pursuant to the Separation Agreement, Motorola, SpinCo and Mobility have agreed to separate the MD Business and the Home Business (collectively, the “Transferred Businesses”) from Motorola by means of, among other actions, (i) the transfer of certain Transferred Assets, including the stock or other equity interests of certain of Motorola’s Subsidiaries dedicated to the Transferred Businesses, by Motorola and certain of Motorola’s Subsidiaries to Mobility and certain of Mobility’s Subsidiaries or entities that will become its Subsidiaries prior to the Distribution and the assumption of the Transferred Liabilities by Mobility and certain of Mobility’s Subsidiaries or entities that will become its Subsidiaries prior to the Distribution (the “Mobility Contribution”); and (ii) following the transfer contemplated by clause (i) and the consummation of certain related reorganization transactions, the transfer by Motorola to SpinCo of certain Assets and Liabilities associated with the Transferred Businesses, including shares of capital stock of Mobility and stock or other equity interests of Motorola Mobility Japan Limited (the “SpinCo Contribution”);

WHEREAS, this Agreement is intended to effect the SpinCo Contribution; and

WHEREAS, it is intended that the SpinCo Contribution and the Distribution, taken together, will qualify as a “reorganization” for U.S. federal income tax purposes within the meaning of Sections 355 and 368(a)(1)(D) of the Code.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereby agree as follows:

ARTICLE 1

CONTRIBUTION

Section 1.1 Contribution of Certain Transferred Assets. Subject to the terms of this Agreement and the Separation Agreement, Motorola hereby contributes, assigns, transfers and conveys to SpinCo, and SpinCo hereby receives and accepts from Motorola, all of Motorola’s right, title and interest in and to the following (each, a “SpinCo Asset” and, collectively, the “SpinCo Assets”):

(a) the shares of capital stock of Mobility (the “Mobility Shares”);

(b) the Employment Agreement by and between Motorola and Sanjay K. Jha dated as of August 4, 2008, as amended (the “Employment Agreement”);

(c) the Cash Contribution (as defined below), as further described below;

(d) the shares of capital stock of Motorola Mobility Japan Inc. (the “MMJ Shares”); and

(e) the Deferred Stock Unit Agreements between Motorola and each Motorola director who will become a director of SpinCo following the Effective Date, such contribution to be effective as of 12:01 am on January 4, 2011.

With respect to the Cash Contribution, the following will apply:

(1) Motorola will pay the Effective Date Contribution to SpinCo on the Effective Date.

(2) As soon as commercially practicable following the Distribution Date, SpinCo will provide to Motorola a certificate of its Chief Financial Officer showing the following calculations: (i) the Year End Cash Balance, (ii) the 2010 Adjusted Controllable Free Cash Flow, and (iii) the True-Up Contribution amount, if any. If the True-Up Contribution is a positive amount, Motorola will pay such amount to SpinCo within 10 Business Days of the receipt of such certificate. If the True-Up Contribution is a negative amount, SpinCo will pay such amount to Motorola within 10 Business Days of providing such certificate to Motorola; provided, however, that Motorola may instead reduce the Deferred Contribution by the amount of such True-Up Contribution by providing notice to SpinCo within 5 Business Days of receiving such certificate.

(3) Motorola will pay the Deferred Contribution to SpinCo, if any, as follows. The Motorola subsidiary set forth on Schedule 1 (the “Subsidiary”), is in the process of seeking a multi-year capital reduction in the aggregate amount set forth on Schedule 1 (the “Capital Reduction”). After the Effective Date, as Motorola receives cash (in U.S. dollars) from the Subsidiary in connection with the Capital Reduction, Motorola will contribute an amount equal to 50% of such cash to SpinCo within 10 Business Days of such receipt in an aggregate amount not to exceed $300 million (such figure to be reduced by the 2010 Subsidiary Payment, if any).

(4) Motorola and SpinCo acknowledge and agree that any cash or cash equivalents received or expended by the SpinCo Group between January 1, 2011 and the Distribution Date shall be for the account of SpinCo and shall not impact the amount of the Cash Contribution pursuant to this Agreement.

For the purposes of this Section 1.1, the following terms will have the following meanings:

“2010 Adjusted Controllable Free Cash Flow” means an amount equal to the “Controllable Free Cash Flow” as defined in the 2010 Motorola Incentive Plan Terms (as approved by the Motorola Compensation and Leadership Committee on March 16, 2010, consistent with historical practices) for 2010 for the SpinCo Group, less amounts paid by the SpinCo Group from September 22, 2010 up to and including the Effective Date for acquisitions and other equity investments (regardless of the accounting treatment of such investments).

“2010 Subsidiary Payment” means the amount in U.S. dollars that Motorola receives from September 22, 2010 through the Effective Date in connection with the Capital Reduction of the Subsidiary.

“Cash Contribution” means the Effective Date Contribution, plus the True-Up Contribution, plus the Deferred Contribution.

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“Cash Flow Adjustment” means $300 million less the 2010 Adjusted Controllable Free Cash Flow, provided that if the amount of the 2010 Adjusted Controllable Free Cash Flow is greater than $300 million the Cash Flow Adjustment will be zero.

“Deferred Contribution” means $300 million minus the amount of the 2010 Subsidiary Payment, if any.

“Effective Date Contribution” means an amount of cash and cash equivalents equal to $3.2 billion, plus the 2010 Subsidiary Payment, less the Preliminary Year End Cash Balance, less $100 million.

“Preliminary Year End Cash Balance” means the most recent estimate provided in a certificate to Motorola by SpinCo’s Chief Financial Officer of the aggregate amount of cash and cash equivalents held by the SpinCo Group on a global basis as of December 31, 2010, expressed in U.S. Dollars, plus amounts, if any, held by the Motorola Group on a global basis as of December 31, 2010 that should be transferred to SpinCo pursuant to Section 5.7(a) of the Separation Agreement, less amounts, if any, held by the SpinCo Group on a global basis as of December 31, 2010 that should be transferred to Motorola pursuant to Section 5.7(b) of the Separation Agreement.

“True-Up Contribution” means $3.2 billion plus the amount of the 2010 Subsidiary Payment, if any, minus the Year End Cash Balance, minus the Effective Date Contribution, minus the Cash Flow Adjustment, if any.

“Year End Cash Balance” means the aggregate amount of cash and cash equivalents held by the SpinCo Group on a global basis as of December 31, 2010, expressed in U.S. Dollars, based on SpinCo’s year end consolidated audited financial statements, plus amounts, if any, held by the Motorola Group on a global basis as of December 31, 2010 that should be transferred to SpinCo pursuant to Section 5.7(a) of the Separation Agreement, less amounts, if any, held by the SpinCo Group on a global basis as of December 31, 2010 that should be transferred to Motorola pursuant to Section 5.7(b) of the Separation Agreement.

Section 1.2 Assumption of Liabilities. Subject to the terms of this Agreement and the Separation Agreement, as partial consideration for the foregoing contribution, SpinCo hereby assumes the Liabilities of Motorola related to the SpinCo Assets with effect as of the Effective Date and agrees to pay, perform, satisfy and discharge such Liabilities in accordance with their respective terms.

Section 1.3 Deliveries. In furtherance of the transactions contemplated by Sections 1.1 and 1.2, the parties agree to execute and deliver, and they will cause their respective Subsidiaries to execute and deliver (a) such stock powers, assignments of contracts and other instruments of transfer, conveyance and assignment as, and to the extent, necessary or convenient to evidence the transfer, conveyance and assignment by Motorola to SpinCo of all of Motorola’s right, title and interest in and to the SpinCo Assets, and (b) such assumptions of contracts and other instruments of assumption as, and to the extent, necessary or convenient to evidence the valid and effective assumption of the Liabilities related to the SpinCo Assets.

Section 1.4 No Representations or Warranties. SpinCo acknowledges and agrees that (a) Motorola is not making any representations or warranties, express or implied, with respect to the SpinCo Assets or otherwise, (b) the SpinCo Assets are being transferred on an “as is,” “where is” basis and (c) SpinCo will bear the economic and legal risks that the conveyance in Section 1.1 will prove to be insufficient to vest in it good and marketable title to the SpinCo Assets, free and clear of any security interest, pledge, lien, charge, claim or other encumbrance of any nature whatsoever.

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Section 1.5 Transfer of Beneficial Ownership.

(a) The transfer of the Mobility Shares and the MMJ Shares (collectively, the “Contributed Shares”) will be effective as of the Effective Date, from and after which date SpinCo will be the beneficial owner of the Contributed Shares for all purposes. It is the parties’ intent that all of the benefits and burdens of ownership of the Contributed Shares transfer to SpinCo on the Effective Date. To the extent that transfer of registered ownership of the Contributed Shares is not perfected on the Effective Date or would be contrary to applicable law, the parties will use their commercially reasonable efforts to provide to, or cause to be provided to, SpinCo, to the extent permitted by law, the rights and benefits associated with registered ownership of the Contributed Shares and take such other actions as may reasonably be requested by SpinCo in order to place SpinCo, insofar as reasonably possible, in the same position as if SpinCo were the registered stockholder. Without limiting the foregoing and in connection therewith, from and after the Effective Date, SpinCo will have the right to (i) receive all dividends or distributions (liquidating or otherwise) associated with the Contributed Shares, or direct Motorola to deliver such dividends or distributions to the party of its selection, (ii) sell, transfer or encumber, or direct Motorola to sell, transfer or encumber the Contributed Shares, and receive the proceeds therefrom, including any of the rights or privileges associated with the Contributed Shares, and (iii) vote the Contributed Shares or direct Motorola to vote the Contributed Shares as it instructs.

(b) In connection with the arrangement set forth in Section 1.5(a), and without limiting the foregoing, from and after the Effective Date, to the extent that transfer of registered ownership of the Contributed Shares is not perfected on the Effective Date or would be contrary to applicable law, Motorola will (i) vote the Contributed Shares at the meetings of SpinCo only as directed by SpinCo, (ii) observe all corporate formalities and filing requirements that may have to be met with regard to the Contributed Shares, (iii) forward to SpinCo, or any other person identified by SpinCo, all dividends, distributions (liquidating or otherwise), and sale proceeds made with respect to the Contributed Shares, (iv) sell, transfer or encumber the Contributed Shares only as directed by SpinCo, (v) immediately notify SpinCo upon attachment or attempted seizure of, or acquisition of any interest or assertion of any rights in, the Contributed Shares by any third party and take appropriate action to defend against such attachment and to protect SpinCo’s interest in the Contributed Shares, and (vi) be entitled to rely on the written instructions of the directors or officers of SpinCo, and such instructions will be deemed to have been duly authorized by SpinCo.

ARTICLE 2

MISCELLANEOUS

Section 2.1 Further Assurances. The parties hereto will each perform such acts, execute and deliver such instruments and documents, and do all such other things as may be reasonably necessary to accomplish the transactions contemplated by this Agreement, including without limitation the use of commercially reasonable efforts to receive $150 million of the Subsidiary Capital Reduction in 2010 and the remaining Capital Reduction as promptly thereafter as possible. For the avoidance of any doubt, the respective covenants of cooperation, further assurances and expense reimbursement set forth in the Separation Agreement will apply to the obligations of the parties set forth in this Agreement.

Section 2.2 Governing Law. The internal laws of the State of Delaware (without reference to its principles of conflicts of law) govern the construction, interpretation and other matters arising out of or in connection with this Agreement (whether arising in contract, tort, equity or otherwise).

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Section 2.3 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential terms and conditions of this Agreement for each party remain valid, binding and enforceable.

Section 2.4 Entire Agreement. This Agreement, together with the Separation Agreement, the Tax Sharing Agreement, the Employee Matters Agreement and each of the exhibits and schedules appended hereto and thereto, constitutes the final agreement by and among the parties with respect to the subject matter contained herein, and is the complete and exclusive statement of the parties’ agreement on the matters contained herein. All prior and contemporaneous negotiations and agreements by and among the parties with respect to the matters contained herein are superseded by this Agreement, the Separation Agreement, the Tax Sharing Agreement and the Employee Matters Agreement. In the event of any conflict between any provision in this Agreement and any provision in the Separation Agreement, the Tax Sharing Agreement or the Employee Matters Agreement, the provisions of any such Agreement will control over the provisions in this Agreement, and the parties agree that this Agreement is not intended to enhance, decrease or modify any of the rights or obligations of the parties from those contained in the Separation Agreement, the Tax Sharing Agreement or the Employee Matters Agreement.

Section 2.5 Counterparts. The parties may execute this Agreement in multiple counterparts, each of which constitutes an original as against the party that signed it, and all of which together constitute one agreement. The signatures of all parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission that includes a copy of the sending party’s signature is as effective as signing and delivering the counterpart in person.

Section 2.6 Variation. No variation of this Agreement will be valid unless it is in writing and signed by authorized representatives of the parties. The expression “variation” will include any amendment, modification, variation, supplement, deletion or replacement however affected.

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IN WITNESS WHEREOF, each of the parties has caused this SpinCo Contribution Agreement to be executed on its behalf by a duly authorized officer on the date effective as of the Effective Date.

“Motorola”		“SpinCo”
MOTOROLA, INC., a Delaware corporation		MOTOROLA MOBILITY HOLDINGS, INC., a Delaware corporation
By:	/s/ Gregory Q. Brown	By:	/s/ Sanjay K. Jha
Name:	Gregory Q. Brown	Name:	Sanjay K. Jha
Title:	Co-Chief Executive Officer	Title:	Chief Executive Officer

[Signature Page to SpinCo Contribution Agreement]

EX-10.10

Exhibit 10.10

MOTOROLA SOLUTIONS

OMNIBUS INCENTIVE PLAN OF 2006,

AS AMENDED AND RESTATED JANUARY 4, 2011

1. Purpose. The purposes of the Motorola Solutions Omnibus Incentive Plan of 2006, as Amended and Restated January 4, 2011 (the “Plan”) are (i) to encourage outstanding individuals to accept or continue employment with Motorola Solutions, Inc. (“Motorola Solutions” or the “Company”) and its Subsidiaries or to serve as directors of Motorola Solutions, and (ii) to furnish maximum incentive to those persons to improve operations and increase profits and to strengthen the mutuality of interest between those persons and Motorola Solutions’ stockholders by providing them stock options and other stock and cash incentives.

2. Administration. The Plan will be administered by a Committee (the “Committee”) of the Motorola Solutions Board of Directors consisting of two or more directors as the Board may designate from time to time, each of whom shall satisfy such requirements as:

(a) the Securities and Exchange Commission may establish for administrators acting under plans intended to qualify for exemption under Rule 16b-3 or its successor under the Securities Exchange Act of 1934 (the “Exchange Act”);

(b) the New York Stock Exchange may establish pursuant to its rule-making authority; and

(c) the Internal Revenue Service may establish for outside directors acting under plans intended to qualify for exemption under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

The Compensation and Leadership Committee shall serve as the Committee administering the Plan until such time as the Board designates a different Committee.

The Committee shall have the discretionary authority to construe and interpret the Plan and any benefits granted thereunder, to establish and amend rules for Plan administration, to change the terms and conditions of options and other benefits at or after grant, to correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any option or other benefit granted under the Plan, and to make all other determinations which it deems necessary or advisable for the administration of the Plan. The determinations of the Committee shall be made in accordance with their judgment as to the best interests of Motorola Solutions and its stockholders and in accordance with the purposes of the Plan. Any determination of the Committee under the Plan may be made without notice or meeting of the Committee, in writing signed by all the Committee members. The Committee may authorize one or more officers of the Company to select employees to participate in the Plan and to determine the number of option shares and other awards to be granted to such participants, except with respect to awards to officers subject to Section 16 of the Exchange Act or officers who are, or who are reasonably expected to be, “covered employees” within the meaning of Section 162(m) of the Code (“Covered Employees”) and any reference in the Plan to the Committee shall include such officer or officers.

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3. Participants. Participants may consist of all employees of Motorola Solutions and its Subsidiaries and all non-employee directors of Motorola Solutions; provided, however, the following individuals shall be excluded from participation in the plan: (a) contract labor (including without limitation black badges, brown badges, contractors, consultants, contract employees and job shoppers) regardless of length of service; (b) employees whose base wage or base salary is not processed for payment by a Payroll Department of Motorola Solutions or any Subsidiary; (c) any individual performing services under an independent contractor or consultant agreement, a purchase order, a supplier agreement or any other agreement that the Company enters into for service. Any corporation or other entity in which a 50% or greater interest is at the time directly or indirectly owned by Motorola Solutions and which Motorola Solutions consolidates for financial reporting purposes shall be a “Subsidiary” for purposes of the Plan. Designation of a participant in any year shall not require the Committee to designate that person to receive a benefit in any other year or to receive the same type or amount of benefit as granted to the participant in any other year or as granted to any other participant in any year. The Committee shall consider all factors that it deems relevant in selecting participants and in determining the type and amount of their respective benefits.

4. Shares Available under the Plan. There is hereby reserved for issuance under the Plan an aggregate of 19,047,120 shares of Motorola Solutions common stock (which number, and the other share numbers in this Plan, reflects both Motorola Solutions’ January 4, 2011 one-for-seven reverse stock split and Motorola Solutions’ January 4, 2011 spin-off of Motorola Mobility Holdings, Inc. (the “2011 Transactions”). In connection with approving this Plan, and contingent upon receipt of stockholder approval of this Plan, the Board of Directors has approved a merger of the Motorola Omnibus Incentive Plan of 2003, Motorola Omnibus Incentive Plan of 2002, the Motorola Omnibus Incentive Plan of 2000, and the Motorola Amended and Restated Incentive Plan of 1998 (collectively, the “Prior Plans”) into this Plan, so that on or after the date this Plan is approved by stockholders, the maximum number of shares reserved for issuance under this Plan shall not exceed (a) the total number of shares reserved for issuance under this Plan plus (b) the number of shares approved and available for grant under the Prior Plans as of the date of such stockholder approval (adjusted as appropriate to reflect the 2011 Transactions) plus (c) any shares that become available for issuance pursuant to the remainder of this section 4 (adjusted as appropriate to reflect the 2011 Transactions). If there is (i) a lapse, expiration, termination, forfeiture or cancellation of any Stock Option or other benefit outstanding under this Plan, a Prior Plan or under the Motorola Share Option Plan of 1996 (the “1996 Plan”), prior to the issuance of shares thereunder or (ii) a forfeiture of any shares of restricted stock or shares subject to stock awards granted under this Plan, a Prior Plan or the 1996 Plan prior to vesting, then the shares subject to these options or other benefits shall be added to the shares available for benefits under the Plan (to the extent permitted under the terms of the Prior Plans or the 1996 Plan if the award originally occurred under such plan). Shares covered by a benefit granted under the Plan shall not be counted as used unless and until they are actually issued and delivered to a participant. Any shares covered by a Stock Appreciation Right (including a Stock Appreciation Right settled in stock which the Committee, in its discretion, may substitute for an outstanding Stock Option) shall be counted as used only to the extent shares are actually issued to the participant upon exercise of the right. In addition, any shares of common stock exchanged by an optionee as full or partial payment of the exercise price under any stock option exercised under the Plan, any shares retained by Motorola Solutions to comply with applicable income tax withholding requirements, and any shares covered by a benefit which is settled in cash, shall be added to the shares available for benefits under the Plan (to the extent permitted under the terms of the Prior Plans or the 1996 Plan if the award originally occurred under such plan). All shares issued under the Plan may be either

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authorized and unissued shares or issued shares reacquired by Motorola Solutions. All of the available shares may, but need not, be issued pursuant to the exercise of Incentive Stock Options (as defined in Section 422 of the Code); provided, however, notwithstanding an Option’s designation, to the extent that Incentive Stock Options are exercisable for the first time by the Participant during any calendar year with respect to Shares whose aggregate Fair Market Value exceeds $100,000 (regardless of whether such Incentive Stock Options were granted under this Plan, the Prior Plans or the 1996 Plan), such Options shall be treated as nonqualified Stock Options.

Under the Plan, no participant may receive in any calendar year (i) Stock Options relating to more than 714,267 shares, (ii) Stock Appreciation Rights relating to more than 714,267 shares, (iii) Restricted Stock or Restricted Stock Units relating to more than 357,133 shares, (iv) Performance Shares relating to more than 357,133 shares, or (v) Deferred Stock Units relating to more than 11,904 shares. No non-employee director may receive in any calendar year Stock Options relating to more than 11,904 shares or Restricted Stock Units or Deferred Stock Units relating to more than 11,904 shares but excluding any Stock Options, Restricted Stock Units, or Deferred Stock Units a non-employee director elects to receive at Fair Market Value in lieu of all or a portion of such non-employee director’s Compensation. Compensation for this purpose includes all cash remuneration payable to a non-employee director, other than reimbursement for expenses, and shall include retainer fees for service on the Motorola Solutions Board of Directors; fees for serving as Chairman of the Board or for serving as Chairman or member of any committee of the Board; compensation for work performed in connection with service on a committee of the Board or at the request of the Board, any committee of the Board or a Chief Executive Officer or any other kind or other category of fees or payments which may be put into effect in the future.

The shares reserved for issuance and each of the limitations set forth above shall be subject to adjustment in accordance with section 16 hereof.

5. Types of Benefits. Benefits under the Plan shall consist of Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Performance Shares, Performance Cash Awards, Annual Management Incentive Awards and Other Stock or Cash Awards, all as described below.

6. Stock Options. Stock Options may be granted to participants, at any time as determined by the Committee. The Committee shall determine the number of shares subject to each option and whether the option is an Incentive Stock Option. The exercise price for each option shall be determined by the Committee but shall not be less than 100% of the fair market value of Motorola Solutions’ common stock on the date the option is granted. Each option shall expire at such time as the Committee shall determine at the time of grant. Options shall be exercisable at such time and subject to such terms and conditions as the Committee shall determine; provided, however, that no option shall be exercisable later than the tenth anniversary of its grant. The exercise price, upon exercise of any option, shall be payable to Motorola Solutions in full by (a) cash payment or its equivalent, (b) tendering previously acquired shares having a fair market value at the time of exercise equal to the exercise price or certification of ownership of such previously-acquired shares, (c) to the extent permitted by applicable law, delivery of a properly executed exercise notice, together with irrevocable instructions to a broker to promptly deliver to Motorola Solutions the amount of sale proceeds from the option shares or loan proceeds to pay the exercise price and any withholding taxes due to Motorola Solutions, and (d) such other methods of payment as the Committee, at its discretion, deems appropriate. Notwithstanding any other provision of the

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Plan to the contrary, upon approval of the Company’s stockholders, the Committee may provide for, and the Company may implement, a one time only option exchange offer, pursuant to which certain outstanding Stock Options could, at the election of the person holding such Stock Option, be tendered to the Company for cancellation in exchange for the issuance of a lesser amount of Stock Options with a lower exercise price, or other equity benefit as approved by the Committee, provided that such one time only option exchange offer is implemented within twelve months of the date of such stockholder approval.

7. Stock Appreciation Rights. Stock Appreciation Rights (“SARs”) may be granted to participants at any time as determined by the Committee. Notwithstanding any other provision of the Plan, the Committee may, in its discretion, substitute SARs which can be settled only in stock for outstanding Stock Options. The grant price of a substitute SAR shall be equal to the exercise price of the related option and the substitute SAR shall have substantive terms (e.g., duration) that are equivalent to the related option. The grant price of any other SAR shall be equal to the fair market value of Motorola Solutions’ common stock on the date of its grant. An SAR may be exercised upon such terms and conditions and for the term as the Committee in its sole discretion determines; provided, however, that the term shall not exceed the option term in the case of a substitute SAR or ten years in the case of any other SAR and the terms and conditions applicable to a substitute SAR shall be substantially the same as those applicable to the Stock Option which it replaces. Upon exercise of an SAR, the participant shall be entitled to receive payment from Motorola Solutions in an amount determined by multiplying the excess of the fair market value of a share of common stock on the date of exercise over the grant price of the SAR by the number of shares with respect to which the SAR is exercised. The payment may be made in cash or stock, at the discretion of the Committee, except in the case of a substitute SAR payment may be made only in stock. In no event shall the Committee cancel any outstanding SAR for the purpose of reissuing the right to the participant at a lower grant price or reduce the grant price of an outstanding SAR.

8. Restricted Stock and Restricted Stock Units. Restricted Stock and Restricted Stock Units may be awarded or sold to participants under such terms and conditions as shall be established by the Committee. Restricted Stock provides participants the rights to receive shares after vesting in accordance with the terms of such grant upon the attainment of certain conditions specified by the Committee. Restricted Stock Units provide participants the right to receive shares at a future date after vesting in accordance with the terms of such grant upon the attainment of certain conditions specified by the Committee. Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee determines, including, without limitation, any of the following:

(a) a prohibition against sale, assignment, transfer, pledge, hypothecation or other encumbrance for a specified period;

(b) a requirement that the holder forfeit (or in the case of shares or units sold to the participant, resell to Motorola Solutions at cost) such shares or units in the event of termination of employment during the period of restriction; or

(c) the attainment of performance goals including without limitation those described in section 14 hereof.

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All restrictions shall expire at such times as the Committee shall specify. In the Committee’s discretion, participants may be entitled to dividends or dividend equivalents on awards of Restricted Stock or Restricted Stock Units.

9. Deferred Stock Units. Deferred Stock Units provide a participant a vested right to receive shares of common stock in lieu of other compensation at termination of employment or service or at a specific future designated date. In the Committee’s discretion, Deferred Stock Units may include the right to be credited with dividend equivalents in accordance with the terms and conditions of the units.

10. Performance Shares. The Committee shall designate the participants to whom long-term performance stock (“Performance Shares”) is to be awarded and determine the number of shares, the length of the performance period and the other terms and conditions of each such award; provided the stated performance period will not be less than 12 months. Each award of Performance Shares shall entitle the participant to a payment in the form of shares of common stock upon the attainment of performance goals and other terms and conditions specified by the Committee.

Notwithstanding satisfaction of any performance goals, the number of shares issued under a Performance Shares award may be adjusted by the Committee on the basis of such further consideration as the Committee in its sole discretion shall determine. However, the Committee may not, in any event, increase the number of shares earned upon satisfaction of any performance goal by any participant who is a Covered Employee (as defined in section 2 above). The Committee may, in its discretion, make a cash payment equal to the fair market value of shares of common stock otherwise required to be issued to a participant pursuant to a Performance Share award.

11. Performance Cash Awards. The Committee shall designate the participants to whom cash incentives based upon long-term performance (“Performance Cash Awards”) are to be awarded and determine the amount of the award and the terms and conditions of each such award; provided the stated performance period will not be less than 12 months. Each Performance Cash Award shall entitle the participant to a payment in cash upon the attainment of performance goals and other terms and conditions specified by the Committee.

Notwithstanding the satisfaction of any performance goals, the amount to be paid under a Performance Cash Award may be adjusted by the Committee on the basis of such further consideration as the Committee in its sole discretion shall determine. However, the Committee may not, in any event, increase the amount earned under Performance Cash Awards upon satisfaction of any performance goal by any participant who is a Covered Employee (as defined in section 2 above) and the maximum amount earned by a Covered Employee in any calendar year may not exceed $10,000,000. The Committee may, in its discretion, substitute actual shares of common stock for the cash payment otherwise required to be made to a participant pursuant to a Performance Cash Award.

12. Annual Management Incentive Awards. The Committee may designate Motorola Solutions executive officers who are eligible to receive a monetary payment in any calendar year based on a percentage of an incentive pool equal to 5% of Motorola Solutions’ “consolidated earnings before income taxes” (as defined below) for the calendar year. The Committee shall allocate an incentive pool percentage to each designated executive officer for each calendar year. In no event may the incentive pool percentage for any one executive officer exceed 30% of the total pool.

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For the purposes hereof, “consolidated earnings before income taxes” shall mean the consolidated earnings before income taxes of the Company, computed in accordance with generally accepted accounting principles, but shall exclude the effects of: the following items, if and only if, such items are separately identified in the Company’s quarterly earnings press releases: (i) extraordinary, unusual and/or non-recurring items of gain or loss, (ii) gains or losses on the disposition of a business or investment, (iii) changes in tax or accounting regulations or laws, or (iv) the effect of a merger or acquisition.

As soon as possible after the determination of the incentive pool for a Plan year, the Committee shall calculate the executive officer’s allocated portion of the incentive pool based upon the percentage established at the beginning of the calendar year. The executive officer’s incentive award then shall be determined by the Committee based on the executive officer’s allocated portion of the incentive pool subject to adjustment in the sole discretion of the Committee. In no event may the portion of the incentive pool allocated to an executive officer who is a Covered Employee (as defined in section 2 above) be increased in any way, including as a result of the reduction of any other executive officer’s allocated portion.

13. Other Stock or Cash Awards. In addition to the incentives described in sections 6 through 12 above, the Committee may grant other incentives payable in cash or in common stock under the Plan as it determines to be in the best interests of Motorola Solutions and subject to such other terms and conditions as it deems appropriate; provided an outright grant of stock will not be made unless it is offered in exchange for cash compensation that has otherwise already been earned by the recipient.

14. Performance Goals. Awards of Restricted Stock, Restricted Stock Units, Performance Shares, Performance Cash Awards and other incentives under the Plan to a Covered Employee (as defined in section 2) may be made subject to the attainment of performance goals relating to one or more business criteria within the meaning of Section 162(m) of the Code, including, but not limited to, cash flow; cost; ratio of debt to debt plus equity; profit before tax; economic profit; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; earnings per share; operating earnings; economic value added; ratio of operating earnings to capital spending; free cash flow; net profit; net sales; sales growth; price of Motorola Solutions common stock; return on net assets, equity or stockholders’ equity; market share; or total return to stockholders (“Performance Criteria”). Any Performance Criteria may be used to measure the performance of the Company as a whole or any business unit of the Company and may be measured relative to a peer group or index. Performance Criteria shall be calculated in accordance with the Company’s financial statements (including without limitation the Company’s “consolidated earnings before income taxes” as defined in section 12), generally accepted accounting principles, or under an objective methodology established by the Committee prior to the issuance of an award which is consistently applied. However, the Committee may not in any event increase the amount of compensation payable to a Covered Employee upon the attainment of a performance goal.

15. Change in Control. Except as otherwise determined by the Committee at the time of grant of an award, upon a Change in Control of Motorola Solutions, (i) all outstanding Stock

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Options and SARs shall become vested and exercisable; (ii) all restrictions on Restricted Stock and Restricted Stock Units shall lapse; (iii) all performance goals shall be deemed achieved at target levels and all other terms and conditions met; (iv) all Performance Shares shall be delivered, all Performance Cash Awards, Deferred Stock Units and Restricted Stock Units shall be paid out as promptly as practicable; (v) all Annual Management Incentive Awards shall be paid out at target levels (or earned levels, if greater) and all other terms and conditions deemed met; and (vi) all Other Stock or Cash Awards shall be delivered or paid; provided, however, that the treatment of outstanding awards set forth above (referred to herein as “accelerated treatment”) shall not apply if and to the extent that such awards are assumed by the successor corporation (or parent thereof) or are replaced with an award that preserves the existing value of the award at the time of the Change in Control and provides for subsequent payout in accordance with the same vesting schedule applicable to the original award; provided, however, that with respect to any awards that are assumed or replaced, such assumed or replaced awards shall provide for the accelerated treatment with respect to any participant that is involuntarily terminated (for a reason other than “Cause”) or quits for “Good Reason” within 24 months of the Change in Control.

The term “Cause” shall mean, with respect to any participant, (i) the participant’s conviction of any criminal violation involving dishonesty, fraud or breach of trust or (ii) the participant’s willful engagement in gross misconduct in the performance of the participant’s duties that materially injures the Company or a Subsidiary.

The term Good Reason shall mean, with respect to any participant, without such participant’s written consent, (i) the participant is assigned duties materially inconsistent with his position, duties, responsibilities and status with the Company or a Subsidiary during the 90-day period immediately preceding a Change in Control, or the participant’s position, authority, duties or responsibilities are materially diminished from those in effect during the 90-day period immediately preceding a Change in Control (whether or not occurring solely as a result of the Company ceasing to be a publicly traded entity), (ii) the Company reduces the participant’s annual base salary or target incentive opportunity under the Company’s annual incentive plan, such target incentive opportunity as in effect during the 90-day period immediately prior to the Change in Control, or as the same may be increased from time to time, unless such target incentive opportunity is replaced by a substantially equivalent substitute opportunity, (iii) the Company or a Subsidiary requires the participant regularly to perform his duties of employment beyond a fifty (50) mile radius from the location of the participant’s employment immediately prior to the Change in Control, or (iv) the Company purports to terminate the Participant’s employment other than pursuant to a notice of termination which indicates the Participant’s employment has been terminated for “Cause” (as defined above) and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Participant’s employment.

A “Change in Control” shall mean:

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 Exchange Act, or any successor provision thereto, whether or not Motorola Solutions 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

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Motorola Solutions representing 20% or more of the combined voting power of Motorola Solutions’ then outstanding securities (other than Motorola Solutions or any employee benefit plan of Motorola Solutions; 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 Solutions’ securities by either of the foregoing), (b) there shall be consummated (i) any consolidation or merger of Motorola Solutions in which Motorola Solutions 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 Solutions 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 Solutions other than any such transaction with entities in which the holders of Motorola Solutions common stock, directly or indirectly, have at least a 65% ownership interest, (c) the stockholders of Motorola Solutions approve any plan or proposal for the liquidation or dissolution of Motorola Solutions, 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), 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.

In the event that a payment or delivery of an award following a Change in Control would not be a permissible distribution event, as defined in Section 409A(a)(2) of the Code or any regulations or other guidance issued thereunder, then the payment or delivery shall be made on the earlier of (i) the date of payment or delivery originally provided for such benefit, or (ii) the date of termination of the participant’s employment or service with the Company or six months after such termination in the case of a “specified employee” as defined in Section 409A(a)(2)(B)(i).

16. Adjustment Provisions.

(a) In the event of any change affecting the number, class, market price or terms of the shares of common stock by reason of stock dividend, stock split, recapitalization, reorganization, merger, consolidation, spin-off, disaffiliation of a Subsidiary, combination of shares, exchange of shares, stock rights offering, or other similar event, or any distribution to the holders of shares of common stock other than a regular cash dividend, (any of which is referred to herein as an “equity restructuring”), then the Committee shall make an equitable substitution or adjustment in the number or class of shares which may be issued under the Plan in the aggregate or to any one participant in any calendar year and in the number, class, price or terms of shares subject to outstanding awards granted under the Plan as it deems appropriate. Such substitution or adjustment shall equalize an award’s intrinsic and fair value before and after the equity restructuring.

(b) In direct connection with the sale, lease, distribution to stockholders, outsourcing arrangement or any other type of asset transfer or transfer of any portion of a facility or any portion of a discrete organizational unit of Motorola Solutions or a Subsidiary (a “Divestiture”), the Committee may authorize the assumption or replacement of affected participants’ awards by the spun-off facility or organization unit or by the entity that controls the spun-off facility or organizational unit following disaffiliation.

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(c) In the event of any merger, consolidation or reorganization of Motorola Solutions with or into another corporation which results in the outstanding common stock of Motorola Solutions being converted into or exchanged for different securities, cash or other property, or any combination thereof, there shall be substituted, on an equitable basis as determined by the Committee in its discretion, for each share of common stock then subject to a benefit granted under the Plan, the number and kind of shares of stock, other securities, cash or other property to which holders of common stock of Motorola Solutions will be entitled pursuant to the transaction.

(d) Except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares), the terms of outstanding awards may not be amended to reduce the exercise price of outstanding Stock Options or SARs or cancel outstanding Stock Options or SARs in exchange for cash, other awards or Stock Options or SARs with an exercise price that is less than the exercise price of the original Stock Options or SARs without stockholder approval.

17. Substitution and Assumption of Benefits. The Board of Directors or the Committee may authorize the issuance of benefits under this Plan in connection with the assumption of, or substitution for, outstanding benefits previously granted to individuals who become employees of Motorola Solutions or any Subsidiary as a result of any merger, consolidation, acquisition of property or stock, or reorganization, upon such terms and conditions as the Committee may deem appropriate. Any substitute Awards granted under the Plan shall not count against the share limitations set forth in section 4 hereof, to the extent permitted by Section 303A.08 of the Corporate Governance Standards of the New York Stock Exchange.

18. Nontransferability. Each benefit granted under the Plan shall not be transferable other than by will or the laws of descent and distribution, and each Stock Option and SAR shall be exercisable during the participant’s lifetime only by the participant or, in the event of disability, by the participant’s personal representative. In the event of the death of a participant, exercise of any benefit or payment with respect to any benefit shall be made only by or to the beneficiary, executor or administrator of the estate of the deceased participant or the person or persons to whom the deceased participant’s rights under the benefit shall pass by will or the laws of descent and distribution. Subject to the approval of the Committee in its sole discretion, Stock Options may be transferable to members of the immediate family of the participant and to one or more trusts for the benefit of such family members, partnerships in which such family members are the only partners, or corporations in which such family members are the only stockholders. “Members of the immediate family” means the participant’s spouse, children, stepchildren, grandchildren, parents, grandparents, siblings (including half brothers and sisters), and individuals who are family members by adoption.

19. Taxes. Motorola Solutions shall be entitled to withhold the amount of any tax attributable to any amounts payable or shares deliverable under the Plan, after giving notice to the person entitled to receive such payment or delivery, and Motorola Solutions may defer making payment or delivery as to any award, if any such tax is payable, until indemnified to its satisfaction. In connection with the exercise of a Stock Option or the receipt or vesting of shares hereunder, a participant may pay all or a portion of any withholding as follows: (a) with the consent of the Committee, by electing to have Motorola Solutions withhold shares of common stock having a fair

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market value equal to the amount required to be withheld up to the minimum required statutory withholding amount; or (b) by delivering irrevocable instructions to a broker to sell shares and to promptly deliver the sales proceeds to Motorola Solutions for amounts up to and in excess of the minimum required statutory withholding amount. For restricted stock and restricted stock unit awards, no withholding in excess of the minimum statutory withholding amount will be allowed.

20. Duration of the Plan. No award shall be made under the Plan more than ten years after the date of its adoption by the Board of Directors; provided, however, that the terms and conditions applicable to any option granted on or before such date may thereafter be amended or modified by mutual agreement between Motorola Solutions and the participant, or such other person as may then have an interest therein.

21. Amendment and Termination. The Board of Directors or the Committee may amend the Plan from time to time or terminate the Plan at any time. However, unless expressly provided in an award or pursuant to the terms of any incentive plan implemented pursuant to this Plan, no such action shall reduce the amount of any existing award or change the terms and conditions thereof without the participant’s consent; provided, however, that the Committee may, in its discretion, substitute SARs which can be settled only in stock for outstanding Stock Options without a participant’s consent. The Company shall obtain stockholder approval of any Plan amendment to the extent necessary to comply with applicable laws, regulations, or stock exchange rules.

22. Fair Market Value. The fair market value of shares of Motorola Solutions’ common stock at any time shall be determined in such manner as the Committee may deem equitable, or as required by applicable law or regulation.

23. Other Provisions.

(a) The award of any benefit under the Plan may also be subject to other provisions (whether or not applicable to the benefit awarded to any other participant) as the Committee determines appropriate, including provisions intended to comply with federal or state securities laws and stock exchange requirements, understandings or conditions as to the participant’s employment, requirements or inducements for continued ownership of common stock after exercise or vesting of benefits, or forfeiture of awards in the event of termination of employment shortly after exercise or vesting, or breach of noncompetition or confidentiality agreements following termination of employment, or effective as of January 1, 2008 cancellation of awards or benefits, reimbursement of compensation paid or reimbursement of gains realized, upon certain restatement of financial results.

(b) In the event any benefit under this Plan is granted to an employee who is employed or providing services outside the United States and who is not compensated from a payroll maintained in the United States, the Committee may, in its sole discretion, modify the provisions of the Plan as they pertain to such individuals to comply with applicable law, regulation or accounting rules consistent with the purposes of the Plan and the Board of Directors or the Committee may, in its discretion, establish one or more sub-plans to reflect such modified provisions. All sub-plans adopted by the Committee shall be deemed to be part of the Plan, but each sub-plan shall apply only to Participants within the affected jurisdiction and the Company shall not be required to provide copies of any sub-plans to Participants in any jurisdiction which is not the subject of such sub-plan.

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(c) The Committee, in its sole discretion, may require a participant to have amounts or shares of common stock that otherwise would be paid or delivered to the participant as a result of the exercise or settlement of an award under the Plan credited to a deferred compensation or stock unit account established for the participant by the Committee on the Company’s books of account.

(d) Neither the Plan nor any award shall confer upon a participant any right with respect to continuing the participant’s employment with the Company; nor shall they interfere in any way with the participant’s right or the Company’s right to terminate such relationship at any time, with or without cause, to the extent permitted by applicable laws and any enforceable agreement between the employee and the Company.

(e) No fractional Shares shall be issued or delivered pursuant to the Plan or any award, and the Committee, in its discretion, shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated, or otherwise eliminated.

(f) Payments and other benefits received by a participant under an award made pursuant to the Plan shall not be deemed a part of a participant’s compensation for purposes of determining the participant’s benefits under any other employee benefit plans or arrangements provided by the Company or a Subsidiary, notwithstanding any provision of such plan to the contrary, unless the Committee expressly provides otherwise in writing.

(g) The Committee may permit participants to defer the receipt of payments of awards pursuant to such rules, procedures or programs it may establish for purposes of this Plan. Notwithstanding any provision of the Plan to the contrary, to the extent that awards under the Plan are subject to the provisions of Section 409A of the Code, then the Plan as applied to those amounts shall be interpreted and administered so that it is consistent with such Code section.

24. Governing Law. The Plan and any actions taken in connection herewith shall be governed by and construed in accordance with the laws of the state of Illinois (without regard to any state’s conflict of laws principles). Any legal action related to this Plan shall be brought only in a federal or state court located in Illinois.

25. Stockholder Approval. The Plan was adopted by the Board of Directors on February 23, 2006, subject to stockholder approval. The Plan and any benefits granted thereunder shall be null and void if stockholder approval is not obtained at the next annual meeting of stockholders.

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EX-10.11

Exhibit 10.11

NQ General

2006 Plan

MOTOROLA SOLUTIONS, INC.

AWARD DOCUMENT

For the

Motorola Solutions Omnibus Incentive Plan of 2006

Terms and Conditions Related to Employee Nonqualified Stock Options

Recipient:	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 in this Award Document and in the Plan.

Vesting Schedule

Percentage Date

Vesting and Exercisability

You cannot exercise the Options until they have vested.

Regular Vesting - The Options will vest in accordance with the above schedule (subject to the other terms hereof).

Special Vesting - You may be subject to the Special Vesting Dates described below if your employment or service with Motorola Solutions or a Subsidiary (as defined below) terminates.

Exercisability - You may exercise Options at any time after they vest and before they expire as described below.

Expiration

All Options expire on the earlier of (i) the Date of Expiration as stated above or (ii) any of the Special Expiration Dates described below. Once an Option expires, you no longer have the right to exercise it.

Special Vesting Dates and Special Expiration Dates

There are events that cause your Options to vest sooner than the Regular Vesting schedule discussed above or to expire sooner than the Date of Expiration as stated above. Those events are as follows:

Disability- If your employment or service with Motorola Solutions or a Subsidiary is terminated because of your Total and Permanent Disability (as defined below); Options that are not vested will automatically become fully vested upon your termination of employment or service. All your Options will then expire on the earlier of the first

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anniversary of your termination of employment or service because of your Total and Permanent Disability or the Date of Expiration stated above. Until that time, the Options will be exercisable by you or your guardian or legal representative.

Death- If your employment or service with Motorola Solutions or a Subsidiary is terminated because of your death, Options that are not vested will automatically become fully vested upon your death. All your Options will then expire on the earlier of the first anniversary of your death or the Date of Expiration stated above. Until that time, with written proof of death and inheritance, the Options will be exercisable by your legal representative, legatees or distributees.

Change In Control- If a “Change in Control” of the Company occurs, and the successor corporation does not assume these Options or replace them with options that are at least comparable to these Options, then: (i) all of your unvested Options will be fully vested and (ii) all of your Options will be exercisable until the Date of Expiration set forth above.

Further, with respect to any Options that are assumed or replaced as described in the preceding paragraph, such assumed or replaced options shall provide that they will be fully vested and exercisable until the Date of Expiration set forth above if you are involuntarily terminated (for a reason other than “Cause”) or if you quit for “Good Reason” within 24 months of the Change in Control. For purposes of this paragraph, the terms “Change in Control”, “Cause” and “Good Reason” are defined in the Plan.

Termination of Employment or Service Because of Serious Misconduct- If Motorola Solutions or a Subsidiary terminates your employment or service because of Serious Misconduct (as defined below) all of your Options (vested and unvested) expire upon your termination.

Change in Employment in Connection with a Divestiture- If you accept employment with another company in direct connection with the sale, lease, outsourcing arrangement or any other type of asset transfer or transfer of any portion of a facility or any portion of a discrete organizational unit of Motorola Solutions or a Subsidiary, or if you remain employed by a Subsidiary that is sold (a “Divestiture”), all of your unvested Options will vest on a pro rata basis in an amount equal to (a)(i) the total number of Options subject to this Award, multiplied by (ii) a fraction, the numerator of which is the number of completed full months of service by the Grantee from the Date of Grant to the employee’s date of Divestiture and the denominator of which is the number of full months during the entire vesting period, minus (b) any Options that vested prior to the date of Divestiture. All of your vested but not yet exercised Options will expire on the earlier of (i) 90 days after such Divestiture or (ii) the Date of Expiration stated above.

Termination of Employment or Service by Motorola Solutions or a Subsidiary Other than for Serious Misconduct or a Divestiture- If Motorola Solutions or a Subsidiary on its initiative, terminates your employment or service other than for Serious Misconduct or a Divestiture, all of your unvested Options will vest on a pro rata basis in an amount equal to (a)(i) the total number of Options subject to this Award, multiplied by (ii) a fraction, the numerator of which is the number of completed full months of service by the Grantee from the Date of Grant to the employee’s date of termination and the denominator of which is the number of full months during the entire vesting period, minus (b) any Options that vested prior to the date of termination. All of your vested but not yet exercised Options will expire on the earlier of (i) 90 days after your termination of employment or (ii) the Date of Expiration stated above.

Termination of Employment or Service for any Other Reason than Described Above- If your employment or service with Motorola Solutions or a Subsidiary terminates for any reason other than that described above, including voluntary resignation of your employment or service, all of your unvested Options will automatically expire upon termination of your employment or service and all of your vested but not yet exercised Options will expire on the earlier of (i) the date ninety (90) days after the date of termination of your employment or service or (ii) the Date of Expiration stated above.

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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 from which the employee has right to return to work, as determined by Motorola Solutions, 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 as described under “Special Vesting Dates and Special Expiration Dates” above.

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 by electing to have the plan administrator retain Option shares having a Fair Market Value on the date of exercise equal to the amount to be withheld.

Definition of Terms

If a term is used but not defined, it has the meaning given such term in the Plan.

“Confidential Information” means information concerning the Company and its business that is not generally known outside the Company, and includes (A) trade secrets; (B) intellectual property; (C) the Company’s methods of operation and Company processes; (D) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (E) information on customers or potential customers, including customers’ names, sales records, prices, and other terms of sales and Company cost information; (F) Company personnel data; (G) Company business plans, marketing plans, financial data and projections; and (H) information received in confidence by the Company from third parties. Information regarding products, services or technological innovations in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company or one of its affiliates is considering for broader use, shall be deemed generally known until such broader use is actually commercially implemented.

“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.

“Serious Misconduct” means any misconduct identified as a ground for termination in the Motorola Solutions Code of Business Conduct, or the human resources policies, or other written policies or procedures.

“Subsidiary” means an entity of which Motorola Solutions owns directly or indirectly at least 50% and that Motorola Solutions consolidates for financial reporting purposes.

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“Total and Permanent Disability” means for (x) U.S. employees, entitlement to long-term disability benefits under the Motorola Solutions Disability Income Plan, as amended and any successor plan or a determination of a permanent and total disability under a state workers compensation statute and (y) non-U.S. employees, as established by applicable Motorola Solutions policy or as required by local regulations.

“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 outside the scope of your employment contract, if any. As such, 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.

Agreement Following Termination of Employment

As a further condition of accepting the Options, you acknowledge and agree that for a period of one year following your termination of employment or service, you will not hire, recruit, solicit or induce, or cause, allow, permit or aid others to hire, recruit, solicit or induce, or to communicate in support of those activities, any employee of Motorola Solutions or a Subsidiary who possesses Confidential Information of Motorola Solutions or a Subsidiary to terminate his/her employment with Motorola Solutions or a Subsidiary and/or to seek employment with your new or prospective employer, or any other company.

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You agree that upon termination of employment or service with Motorola Solutions or a Subsidiary, and for a period of one year thereafter, you will immediately inform Motorola Solutions of (i) the identity of your new employer (or the nature of any start-up business or self-employment), (ii) your new title, and (iii) your job duties and responsibilities. You hereby authorize Motorola Solutions or a Subsidiary to provide a copy of this Award Document to your new employer. You further agree to provide information to Motorola Solutions or a Subsidiary as may from time to time be requested in order to determine your compliance with the terms hereof.

Substitute Stock Appreciation Right

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, any and all rules and regulations established by Motorola Solutions in connection with awards issued under the Plan, and any additional covenants or promises Motorola Solutions may require as a condition of the grant.

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.

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EX-10.15

Exhibit 10.15

STOCK OPTION CONSIDERATION AGREEMENT

GRANT DATE: XXXXXX

The following Agreement is established to protect the trade secrets, intellectual property, confidential information, customer relationships and goodwill of Motorola Solutions, Inc. and each of its subsidiaries (the “Company”) both as defined in the Motorola Solutions Omnibus Incentive Plan of 2006 (the “2006 Plan”).

As consideration for the stock option(s) granted to me on the date shown above under the terms of the 2006 Plan (“the Covered Options”), and Motorola Solutions having provided me with Confidential Information as a Motorola Solutions appointed vice president or elected officer, I agree to the following:

(1) I agree that during the course of my employment and thereafter, I will not use or disclose, except on behalf of the Company and pursuant to its directions, any Company Confidential Information. Confidential Information means information concerning the Company and its business that is not generally known outside the Company. Confidential Information includes: (i) trade secrets; (ii) intellectual property; (iii) the Company’s methods of operation and Company processes; (iv) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (v) information on customers or potential customers, including customer’s names, sales records, prices, and other terms of sales and Company cost information; (vi) Company personnel data; (vii) Company business plans, marketing plans, financial data and projections; and (viii) information received in confidence by the Company from third parties. Information regarding products or technological innovations in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company or one of its affiliates is considering for broader use, shall not be deemed generally known until such broader use is actually commercially implemented.

(2) I agree that during my employment and for a period of one year following termination of my employment for any reason, I will not hire, recruit, solicit or induce, or cause, allow, permit or aid others to hire, recruit, solicit or induce, or to communicate in support of those activities, any employee of the Company who possesses Confidential Information of the Company to terminate his/her employment with the Company and/or to seek employment with my new or prospective employer, or any other company.

(3) I agree that during my employment and for a period of one year following termination of my employment for any reason, I will not engage in activities which are entirely or in part the same as or similar to activities in which I engaged at any time during the one year preceding termination of my employment, for any person, company or entity in connection with products, services or technological developments (existing or planned) on which I worked at any time during the one year preceding termination of my employment. This paragraph applies in the countries in which I have physically been present performing work for the Company or its subsidiary at any time during the one year preceding termination of my employment.

(4) I agree that during my employment and for a period of one year following termination of my employment for any reason, I will not, directly or indirectly, on behalf of myself or any other person, company or entity, solicit or participate in soliciting, products or services competitive with or similar to products or services offered by, manufactured by, designed by or distributed by the Company to any person, company or entity which was a customer or potential customer for such products or services and with which I had direct or indirect contact regarding those products or services or about which I learned Confidential Information at any time during the one year prior to termination of employment with the Company.

(5) I agree that during my employment and for a period of one year following termination of my employment for any reason, I will not directly or indirectly, in any capacity, provide products or services competitive with or similar to products or services offered by the Company to any person, company or entity which was a customer for such products or services and with which customer I had direct or indirect contact regarding those products or services or about which customer I learned Confidential Information at any time during the one year prior to termination of my employment with the Company.

(6) If I am an officer subject to Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) on the day of this grant, or I become an officer subject to Section 10D of the Exchange Act, I acknowledge that the Covered Options are subject to the terms and conditions of the Company’s Policy Regarding Recoupment of Incentive Payments Upon Financial Restatement (such policy, as it may be amended from time to time, including as it may be amended to comply with Section 10D of the Exchange Act, the “Recoupment Policy”). The Recoupment Policy provides that, in the event of certain accounting restatements (a “Policy Restatement”), the Company’s independent directors may require, among other things (a) cancellation of any of the Covered Options that remain outstanding; and/or (b) reimbursement of any gains realized in respect of the Covered Options, if and to the extent the conditions set forth in the Recoupment Policy shall apply. Any determinations made by the independent directors in accordance with the Recoupment Policy shall be binding upon me. The Recoupment Policy is in addition to any other remedies which may be otherwise available to the Company at law, in equity or under contract, or otherwise required by law, including under Section 10D of the Exchange Act.

(7) I agree that by accepting the Covered Options, if I violate the terms of paragraphs 1 through and including 5 of this Agreement, then, in addition to any other remedies available in law and/or equity, all of my vested and unvested Covered Options will terminate and no longer be exercisable, and for all Covered Options exercised within one year prior to the termination of my employment for any reason or anytime after termination of my employment for any reason, I will immediately pay to the Company the difference between the exercise price on the date of grant as reflected in the Award Document for the Covered Options and the market price of the Covered Options on the date of exercise (the “spread”).

(8) The requirements of this agreement can be waived or modified only upon the prior written consent of Motorola Solutions, Inc. 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 Covered Options. I agree the Company shall have the right to assign this Agreement which shall not affect the validity or enforceability of this Agreement. This Agreement shall inure to the benefit of the Company assigns and successors.

(9) I agree that during my employment and for a period of one year following the termination of my employment for any reason, I will immediately inform the Company of (i) the identity of my new employer (or the nature of any start-up business, consulting arrangements or self-employment), (ii) my new title, and (iii) my job duties and responsibilities. I hereby authorize the Company to provide a copy of this Agreement to my new employer. I further agree to provide information to the Company as may from time to time be requested in order to determine my compliance with the terms of this Agreement.

(10) I acknowledge that the harm caused to the Company by the breach or anticipated breach of paragraphs 1, 2, 3, 4 and/or 5 of this Agreement will be irreparable and I agree the Company may obtain injunctive relief against me in addition to and cumulative with any other legal or equitable rights and remedies the Company may have pursuant to this Agreement, any other agreements between me and the Company for the protection of the Company’s Confidential Information, 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 13 below, will, at the request of the Company, 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.

(11) With respect to the Covered Options, this Agreement is 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 13 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.

(12) I accept the terms of this Agreement and the above option(s) to purchase shares of the Common Stock of the Company, subject to the terms of this Agreement, the 2006 Plan, and any Award Document issued pursuant thereto. I am familiar with the 2006 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.

(13) I agree that this Agreement and the 2006 Plan, and any Award Document issued pursuant thereto, together constitute an agreement between the Company and me. I further agree that 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.

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EX-10.18

Exhibit 10.18

RSU Agreement

Appointed AVP and Elected Officer

Revised for electronic format

RESTRICTED STOCK UNIT AWARD AGREEMENT

This Restricted Stock Unit Award (“Award”) is awarded on «Grant_date» (“Date of Grant”), by Motorola Solutions, Inc. (the “Company” or “Motorola Solutions”) to «First_Name» «Last_Name» (the “Grantee”).

WHEREAS, Grantee is receiving the Award under the Motorola Solutions Omnibus Incentive Plan of 2006, as amended (the “2006 Omnibus Plan”); and

WHEREAS, the Award is being made by the Compensation and Leadership Committee (the “Compensation Committee”) of the Board of Directors;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the Company hereby awards restricted stock units to Grantee on the following terms and conditions:

1. Award of Restricted Stock Units. The Company hereby grants to Grantee a total of «Txt_Nbr_of_Shares» («Whole_Nbr_of_Shares») Motorola Solutions restricted stock units (the “Units”) subject to the terms and conditions set forth below and subject to adjustment as provided in the 2006 Omnibus Plan. The Units are granted pursuant to the 2006 Omnibus Plan and are subject to all of the terms and conditions of the 2006 Omnibus Plan.

2. Restrictions. The Units are being awarded to Grantee subject to the transfer and forfeiture conditions set forth below (the “Restrictions”):

a. No Assignment. Prior to the vesting of the Units as described in Section 3 below, Grantee may not directly or indirectly, by operation of law or otherwise, voluntarily or involuntarily, sell, assign, pledge, encumber, charge or otherwise transfer any of the Units still subject to Restrictions. The Units shall be forfeited if Grantee violates or attempts to violate these transfer Restrictions.

b. Restricted Conduct. If Grantee engages in any of the conduct described in subparagraphs (i) through (v) below for any reason, in addition to all remedies in law and/or equity available to the Company or any Subsidiary (as defined in Section 20 below), including the recovery of liquidated damages, Grantee shall forfeit all Units (whether or not vested) and shall immediately pay to the Company, with respect to previously vested Units, an amount equal to (x) the per share Fair Market Value (as defined in Section 20 below) of Motorola Solutions Common Stock (“Common Stock”) on the date on which the Restrictions lapsed with respect to the applicable previously vested Units times (y) the number of shares underlying such previously vested Units, without regard to any taxes that may have been deducted from such amount. For purposes of subparagraphs (i) through (v) below, “Company” or “Motorola Solutions” shall mean Motorola Solutions, Inc. and/or any of its Subsidiaries.

i. Confidential Information. During the course of Grantee’s employment with the Company or any Subsidiary and thereafter,

Grantee uses or discloses, except on behalf of the Company and pursuant to the Company’s directions, any Company Confidential Information (as defined in Section 20 below); and/or

ii. Solicitation of Employees. During Grantee’s employment and for a period of one year following the termination of Grantee’s employment for any reason, Grantee hires, recruits, solicits or induces, or causes, allows, permits or aids others to hire, recruit, solicit or induce, or to communicate in support of those activities, any employee of the Company who possesses Confidential Information (as defined in Section 20 below) of the Company to terminate his/her employment with the Company and/or to seek employment with Grantee’s new or prospective employer, or any other company; and/or

iii. Solicitation of Customers. During Grantee’s employment and for a period of one year following the termination of Grantee’s employment for any reason, Grantee, directly or indirectly, on behalf of Grantee or any other person, company or entity, solicits or participates in soliciting, products or services competitive with or similar to products or services offered by, manufactured by, designed by or distributed by the Company to any person, company or entity which was a customer or potential customer for such products or services and with which Grantee had direct or indirect contact regarding those products or services or about which Grantee learned Confidential Information (as defined in Section 20 below) at any time during the one year prior to Grantee’s termination of employment with the Company; and/or

iv. Non-Competition regarding Products or Services. During Grantee’s employment and for a period of one year following the termination of Grantee’s employment for any reason, Grantee, directly or indirectly, in any capacity, provides products or services competitive with or similar to products or services offered by the Company to any person, company or entity which was a customer for such products or services and with which customer Grantee had direct or indirect contact regarding those products or services or about which customer Grantee learned Confidential Information at any time during the one year prior to Grantee’s termination of employment with the Company; and/or

v. Non-Competition regarding Activities. During Grantee’s employment and for a period of one year following the termination of Grantee’s employment for any reason, Grantee engages in activities which are entirely or in part the same as or similar to activities in which Grantee engaged at any time during the one year preceding termination of Grantee’s employment with the Company, for any person, company or entity in connection with products, services or technological developments (existing or planned) that are entirely or in part the same as, similar to, or competitive with, any products, services or technological developments (existing or planned) on which Grantee worked at any time during the one year preceding termination of Grantee’s employment. This paragraph applies in countries in which Grantee has physically been present performing work for the Company at any time during the one year preceding termination of Grantee’s employment.

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c. Recoupment Policy. If the Grantee is an officer subject to Section 16, or becomes subject to Section 10D, of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) the Units are subject to the terms and conditions of the Company’s Policy Regarding Recoupment of Incentive Payments upon Financial Restatement (such policy, as it may be amended from time to time, including as it may be amended to comply with Section 10D of the Exchange Act, the “Recoupment Policy”). The Recoupment Policy provides that, in the event of certain accounting restatements (a “Policy Restatement”), the Company’s independent directors may require, among other things (a) cancellation of any of the Units that remain outstanding; and/or (b) reimbursement of any gains in respect of the Units, if and to the extent the conditions set forth in the Recoupment Policy apply. Any determinations made by the independent directors in accordance with the Recoupment Policy shall be binding upon Grantee. The Recoupment Policy is in addition to any other remedies which may be otherwise available to the Company at law, in equity or under contract, or otherwise required by law, including under Section 10D of the Exchange Act.

3. Vesting. Subject to the remaining terms and conditions of this Award, and provided the Units have not been forfeited as described in Section 2 above, the Units will vest as follows:

a. Vesting Period. The Units will vest as follows in accordance with the following schedule (the applicable date, the “RSU Vesting Date”):

i. <<vesting schedule>>

ii. The period from the Date of Grant through the last vesting date set forth above is referred to as the “Restriction Period”. Any unvested Units shall be automatically forfeited upon the Grantee’s termination of employment with Motorola Solutions or a Subsidiary prior to the applicable RSU Vesting Date for any reason other than those set forth in Sections 3(b) through (e) below. The Company will not be obligated to pay Grantee any consideration whatsoever for forfeited Units.

iii. If, during the Restriction Period, the Grantee takes a Leave of Absence (as defined in Section 20 below) from Motorola Solutions or a Subsidiary, the Units will continue to be subject to this Award Agreement. If the Restriction Period expires while the Grantee is on a Leave of Absence, the Grantee will be entitled to the Units even if the Grantee has not returned to active employment.

b. Change in Control. If a Change in Control of the Company occurs and the successor corporation (or parent thereof) does not assume this Award or replace it with a comparable award, then the Units shall be fully vested; provided, further, that with respect to any Award that is assumed or replaced, such assumed or replaced awards shall provide that the Award shall be fully vested for any Participant that is involuntarily terminated (for a reason other than “Cause”) or quits for “Good Reason” within 24 months of the Change in Control. For purposes of this paragraph, the terms “Change of Control”, “Cause” and “Good Reason” are defined in the 2006 Omnibus Plan.

c. Total and Permanent Disability. All unvested Units shall fully vest upon Grantee’s termination of employment with Motorola Solutions and its Subsidiaries due to Total and Permanent Disability (as defined in Section 20 below).

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d. Death. All unvested Units shall fully vest upon Grantee’s termination of employment with Motorola Solutions and its Subsidiaries due to death.

e. Certain Terminations of Employment. In the case of Termination due to a Divestiture (as defined in Section 20 below) or if Motorola Solutions or a Subsidiary terminates Grantee’s employment for reasons other than for Serious Misconduct (as defined in Section 20 below) before the expiration of the Restriction Period, and if the Units have not been forfeited as described in Section 2 above, then the Units shall vest on a pro rata basis in an amount equal to (a)(i) the total number of Units subject to this Award, multiplied by (ii) a fraction, the numerator of which is the number of completed full months of service by the Grantee from the Date of Grant to the employee’s date of termination and the denominator of which is the Restriction Period, minus (b) any Units that vested prior to such Termination.

4. Delivery of Certificates or Equivalent.

a. Upon the vesting of the applicable Units described in Section 3 above, the Company shall, at its election, either: (i) establish a brokerage account for the Grantee and credit to that account the number of shares of Common Stock of the Company equal to the number of Units that have vested; or (ii) deliver to the Grantee a certificate representing a number of shares of Common Stock equal to the number of Units that have vested.

b. Subject to Section 22 the actions contemplated by clauses (i) and (ii) above shall occur within 60 days following the date that the applicable Units vested.

5. Whole Shares. All Awards shall be paid in whole shares of Common Stock; no fractional shares shall be credited or delivered to Grantee.

6. Adjustments. The Units shall be subject to adjustment as provided in Section 16 of the 2006 Omnibus Plan.

7. Dividends. No dividends (or dividend equivalents) shall be paid with respect to Units credited to the Grantee’s account.

8. Withholding Taxes. The Company is entitled to withhold applicable taxes for the respective tax jurisdiction attributable to this Award or any payment made in connection with the Units. With respect to a Grantee who is not subject to Section 16 of the Exchange Act the Company, in its sole discretion, may satisfy its tax withholding responsibilities, in whole or in part, by either (i) electing to withhold a sufficient number of shares of Common Stock otherwise deliverable in connection with the applicable vesting Units, the Fair Market Value of which shall be determined on the applicable RSU Vesting Date in accordance with Section 20 below, to satisfy the Grantee’s minimum statutory tax withholding obligation or (ii) requiring the Grantee to pay, by cash or certified check, the amount necessary to satisfy the Grantee’s minimum statutory tax withholding obligation. With respect to a Grantee who is subject to Section 16 of the Exchange Act, such Grantee may satisfy any minimum statutory withholding obligation, in whole or in part, by either (i) electing to have the Company withhold a sufficient number of shares of Common Stock otherwise deliverable in connection with the applicable vesting Units, the Fair Market Value of which shall be determined on the

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applicable RSU Vesting Date in accordance with Section 20 below, to satisfy such Grantee’s minimum statutory tax withholding obligation or (ii) paying, by cash or certified check, the amount necessary to satisfy such Grantee’s minimum statutory tax withholding obligation.

9. Voting and Other Rights.

a. Grantee shall have no rights as a stockholder of the Company in respect of the Units, including the right to vote and to receive cash dividends and other distributions until delivery of certificate or equivalent representing shares of Common Stock in satisfaction of the Units.

b. The grant of Units does not confer upon Grantee any right to continue in the employ of the Company or a Subsidiary (as defined in Section 20 below) or to interfere with the right of the Company or a Subsidiary, to terminate Grantee’s employment at any time.

10. Funding. No assets or shares of Common Stock shall be segregated or earmarked by the Company in respect of any Units awarded hereunder. The grant of Units hereunder shall not constitute a trust and shall be solely for the purpose of recording an unsecured contractual obligation of the Company.

11. Nature of Award. By accepting this Award Agreement, the Grantee acknowledges his or her understanding that:

a. the grant of Units under this Award Agreement is completely at the discretion of Motorola Solutions, and that Motorola Solutions’ decision to make this Award in no way implies that similar awards may be granted in the future or that Grantee has any guarantee of future employment;

b. neither this nor any such grant shall interfere with Grantee’s 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 Grantee and the Company;

c. Grantee has entered into employment with Motorola Solutions or a Subsidiary (as defined in Section 20 below) upon terms that did not include this Award or similar awards, that his or her decision to continue employment is not dependent on an expectation of this Award or similar awards, and that any amount received under this Award is considered an amount in addition to that which the Grantee expects to be paid for the performance of his or her services;

d. Grantee’s acceptance of this Award is voluntary; and

e. the Award 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.

12. Acknowledgements. With respect to the subject matter of subparagraphs 2b (i) through (v) and Sections 18 and 19 hereof, this Agreement (as defined in Section 20) is the 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

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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 Section 19 below to be unenforceable, in whole or in part, the remainder of this Agreement shall nevertheless be enforceable and binding on the parties. Grantee hereby agrees 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, by accepting any Award under this Agreement, Grantee affirmatively states that she or he has not, will not and cannot rely on any representations not expressly made herein.

13. Motorola Solutions Assignment Rights. Motorola Solutions shall have the right to assign this Award Agreement, which shall not affect the validity or enforceability of this Award Agreement. This Award Agreement shall inure to the benefit of assigns and successors of Motorola Solutions.

14. Waiver. The failure of the Company to enforce at any time any provision of this Award Agreement shall in no way be construed to be a waiver of such provision or any other provision hereof.

15. Actions by the Compensation Committee. The Compensation Committee may delegate its authority to administer this Award Agreement. The actions and determinations of the Compensation Committee or its delegate shall be binding upon the parties.

16. Agreement Following Termination of Employment.

a. Grantee agrees that upon termination of employment with Motorola Solutions or a Subsidiary (as defined in Section 20 below), Grantee will immediately inform Motorola Solutions of: (i) the identity of any new employer (or the nature of any start-up business or self-employment); (ii) Grantee’s new title; and (iii) Grantee’s job duties and responsibilities.

b. Grantee hereby authorizes Motorola Solutions or a Subsidiary to provide a copy of this Award Agreement to Grantee’s new employer. Grantee further agrees to provide information to Motorola Solutions or a Subsidiary as may from time to time be requested in order to determine his or her compliance with the terms hereof.

17. Consent to Transfer Personal Data. By accepting this award, Grantee voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this Section. Grantee is not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect Grantee’s ability to participate in the 2006 Omnibus Plan. Motorola Solutions, its Subsidiaries and Grantee’s employer hold certain personal information about the Grantee, that may include his/her name, home address and telephone number, date of birth, social security number or other employee identification number, salary grade, hire data, salary, nationality, job title, any shares of stock held in Motorola Solutions, or details of all restricted stock units or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the 2006 Omnibus Plan (“Data”). Motorola Solutions and/or its Subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of Grantee’s participation in the 2006 Omnibus 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 2006 Omnibus Plan. These recipients may be located throughout the world, including the United States. Grantee authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of

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implementing, administering and managing Grantee’s participation in the 2006 Omnibus Plan, including any requisite transfer of such Data as may be required for the administration of the 2006 Omnibus Plan and/or the subsequent holding of shares of stock on the Grantee’s behalf to a broker or other third party with whom the Grantee may elect to deposit any shares of stock acquired pursuant to the 2006 Omnibus Plan. Grantee 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 consent may affect the Grantee’s ability to participate in the 2006 Omnibus Plan.

18. Remedies for Breach. Grantee hereby acknowledges that the harm caused to the Company by the breach or anticipated breach of subparagraphs 2b(i), (ii), (iii), (iv) and/or (v) of this Award Agreement will be irreparable and further agrees the Company may obtain injunctive relief against the Grantee in addition to and cumulative with any other legal or equitable rights and remedies the Company may have pursuant to this Agreement, any other agreements between the Grantee and the Company for the protection of the Company’s Confidential Information (as defined in Section 20 below) or law, including the recovery of liquidated damages. Grantee agrees that any interim or final equitable relief entered by a court of competent jurisdiction, as specified in Section 19 below, will, at the request of the Company, be entered on consent and enforced by any such court having jurisdiction over the Grantee. 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.

19. Governing Law. All questions concerning the construction, validity and interpretation of this Award shall be governed by and construed according to the law of the State of Illinois without regard to any state’s conflicts of law principles. Any disputes regarding this Award or Award Agreement shall be brought only in the state or federal courts of Illinois.

20. Definitions. Any capitalized terms used herein that are not otherwise defined below or elsewhere in this Award Agreement shall have the same meaning provided under the 2006 Omnibus Plan.

a. “Confidential Information” means information concerning the Company and its business that is not generally known outside the Company, and includes (a) trade secrets; (b) intellectual property; (c) the Company’s methods of operation and Company processes; (d) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (e) information on customers or potential customers, including customers’ names, sales records, prices, and other terms of sales and Company cost information; (f) Company personnel data; (g) Company business plans, marketing plans, financial data and projections; and (h) information received in confidence by the Company from third parties. Information regarding products, services or technological innovations in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company or one of its affiliates is considering for broader use, shall be deemed not generally known until such broader use is actually commercially implemented.

b. “Fair Market Value” for this purpose shall be the closing price for a share of Common Stock on the RSU Vesting Date, as reported for the New York Stock Exchange- Composite Transactions in the Wall Street Journal at www.online.wsj.com. In the event the New York Stock Exchange is not open for trading on the RSU Vesting Date, or if the Common Stock does not trade on such day, Fair Market Value for this purpose shall be the closing price of the Common Stock on the last trading day prior to the RSU Vesting Date.

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c. “Leave of Absence” means an approved leave of absence from Motorola Solutions or a Subsidiary from which the employee has a right to return to work, as determined by Motorola Solutions.

d. “Serious Misconduct” for purposes of this Award Agreement means any misconduct identified as a ground for termination in the Motorola Solutions Code of Business Conduct, or the human resources policies, or other written policies or procedures.

e. “Subsidiary” is any corporation or other entity in which a 50 percent or greater interest is held directly or indirectly by Motorola Solutions and which is consolidated for financial reporting purposes.

f. “Termination due to a Divestiture” for purposes of this Award Agreement means if Grantee accepts employment with another company in direct connection with the sale, lease, outsourcing arrangement or any other type of asset transfer or transfer of any portion of a facility or any portion of a discrete organizational unit of Motorola Solutions or a Subsidiary, or if Grantee remains employed by a Subsidiary that is sold (a “Divestiture”).

g. “Total and Permanent Disability” means for: (i) U.S. employees: entitlement to long term disability benefits under the Motorola Solutions Disability Income Plan, as amended and any successor plan or a determination of a permanent and total disability under a state workers compensation statute; or for (ii) Non-U.S. employees: as established by applicable Motorola Solutions policy or as required by local regulations.

21. Non-U.S. Employees/Repatriation of payments. As a condition to this Award, Grantee agrees to repatriate all payments attributable to the Units acquired under the 2006 Omnibus Plan in accordance with Grantee’s local foreign exchange rules and regulations. In addition, Grantee also agrees to take any and all actions, and consents to any and all actions taken by the Company and its local Subsidiaries, as may be required to allow the Company and its local Subsidiaries to comply with local foreign exchange rules and regulations.

22. 409A Compliance Applicable Only to Grantees Subject to U.S. Tax. Notwithstanding any provision in this Award to the contrary, if the Grantee is a “specified employee” (certain officers of Motorola Solutions within the meaning of Treasury Regulation Section 1.409A-1(i) and using the identification methodology selected by Motorola Solutions 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) death. Notwithstanding any provision in this Award that requires the Company to pay or deliver payments with respect to Units upon vesting (or within 60 days following the date that the applicable Units vest) if the event that causes the applicable Units to vest is not a permissible payment event as

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defined in Section 409A(a)(2) of the Code, 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 and (ii) the date of the Grantee’s termination of employment (subject to any delay required by the first sentence of this paragraph). Payment shall be made within 60 days following the applicable payment date. 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 Solutions in a manner consistent with the definition of “separation from service” under the default rules of Section 409A of the Code.

23. Acceptance of Terms and Conditions. By electronically accepting this Award within 30 days after the date of the electronic mail notification by the Company to Grantee of the grant of this Award (“Email Notification Date”), Grantee agrees to be bound by the foregoing terms and conditions, the 2006 Omnibus Plan, and any and all rules and regulations established by Motorola Solutions in connection with awards issued under the 2006 Omnibus Plan. If Grantee does not electronically accept this Award within 30 days of the Email Notification Date, Grantee will not be entitled to the Units.

24. Plan Documents. The 2006 Omnibus Plan and the Prospectus for the 2006 Omnibus Plan are available at [http://                                                             ] or from Global Rewards, 1303 East Algonquin Road, Schaumburg, IL 60196 (847) 576-7885.

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EX-10.24

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.

EX-10.25

Exhibit 10.25

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 employee of the Company through each vesting date:

Percentage of Options that Vests Vesting Date

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.

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Employment Agreement

The vesting, exercisability and forfeiture of your Options will be subject to the terms of Section 5 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.

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“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.

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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.

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EX-10.27

Exhibit 10.27

STOCK OPTION CONSIDERATION AGREEMENT

GRANT DATE:                     

The following Agreement is established to protect the trade secrets, intellectual property, confidential information, customer relationships and goodwill of Motorola Solutions, Inc. (“Motorola Solutions” or the “Company”) and each of its subsidiaries (the “Company”) both as defined in the Motorola Solutions Omnibus Incentive Plan of 2006 (the “2006 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.

As consideration for the stock option(s) referenced in the              Motorola Solutions, Inc. Award Document for the Motorola Solutions Omnibus Incentive Plan of 2006 – Terms and Conditions Related to Employee Nonqualified Stock Options, Commerce ID (the “Covered Options”), and Motorola Solutions having provided me with Confidential Information (as defined in the Employment Agreement), 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 grant of the Covered Options.

2. I acknowledge that the Covered Options are subject to the terms and conditions of the Company’s Policy Regarding Recoupment of Incentive Payments upon Financial Restatement, as such policy is in effect on the grant date set forth above (such policy, as it may be amended from time to time, including as it may be amended to comply with Section 10D of the Exchange Act, the “Recoupment Policy”). The Recoupment Policy provides that, in the event of certain accounting restatements (a “Policy Restatement”) the Company’s independent directors may require, among other things (a) cancellation of any of the Covered Options that remain outstanding; and/or (b) reimbursement of any gains realized in respect of the Covered Options, if and to the extent the conditions set forth in the Recoupment Policy apply. Any determinations made by the independent directors in accordance with the Recoupment Policy shall be binding upon me. The Recoupment Policy is in addition to any other remedies which may be otherwise available to the Company at law, in equity or under contract, or otherwise required by law, including under Section 10D of the Exchange Act.

3. I agree that by accepting the Covered Options, if I violate the Restrictive Covenants, then, in addition to any other remedies available in law and/or equity in any country, all of my vested and unvested Covered Options will terminate and no longer be exercisable, and for all Covered Options exercised within one year prior to the termination of my employment for any reason or anytime after termination of my employment for any reason, I will immediately pay to the Company the difference between the exercise price on the date of grant as reflected in the Award Document for the Covered Options and the market price of the Covered Options on the date of exercise (the “spread”).

4. The Restrictive Covenants can be waived or modified only upon the prior written consent of Motorola Solutions.

5. 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 Covered Options. 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 assigns and successors of the Company and that references to Motorola Solutions or the Company shall include any such assigns and successors.

6 I acknowledge that the harm caused to the Company by the breach or anticipated breach of the Restrictive Covenants will be irreparable and I agree the Company may obtain injunctive relief against me in addition to and cumulative with any other legal or equitable rights and remedies the Company may have pursuant to this Agreement, any other agreements between me and the Company for the protection of the Company’s 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 9 below, will, at the request of the Company, 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.

7. With respect to the Covered Options, this Agreement (and any provisions of the Employment Agreement incorporated into this Agreement) is 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 9 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.

8. I accept the terms of this Agreement and the above option(s) to purchase shares of the Common Stock of the Company, subject to the terms of this Agreement, the 2006 Plan, and any Award Document issued pursuant thereto. I am familiar with the 2006 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.

9. I agree that this Agreement (and any provisions of the Employment Agreement incorporated into this Agreement) and the 2006 Plan, and any Award Document issued pursuant thereto, together constitute an agreement between the Company and me. I further agree that 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.

		Gregory Q. Brown
Date	Signature	Printed Name
		Commerce ID

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

EX-10.31

Exhibit 10.31

Separation Event Award Document

RESTRICTED STOCK AWARD AGREEMENT (“Agreement”)

This Restricted Stock Award (“Award”) is awarded on                      (“Date of Grant”), by Motorola Solutions, Inc. (the “Company” or “Motorola Solutions”) to Gregory Q. Brown (the “Grantee”).

WHEREAS, Grantee is receiving the Award under the Motorola Solutions Omnibus Incentive Plan of 2006, as amended (the “2006 Incentive Plan” or the “Plan”);

WHEREAS, Grantee and Motorola, Inc. entered into an employment agreement (the “Employment Agreement”), dated as of the 27th day of August 2008, as amended from time to time, that under Section 3(b)(iv)(G) provides for shares of Restricted Stock to be awarded upon the Separation Event (as defined in the Employment Agreement);

WHEREAS, the Award is a grant of Motorola Solutions Restricted Stock authorized by the Board of Directors and the Board’s Compensation and Leadership Committee (the “Compensation Committee”); and

WHEREAS, it is a condition to Grantee receiving the Award that Grantee electronically accept the terms, conditions and Restrictions applicable to the Restricted Stock as set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the Company hereby awards Restricted Stock to Grantee on the following terms and conditions:

1. Award of Restricted Stock. The Company hereby grants to Grantee a total of                      shares of Motorola Solutions Restricted Stock (the “Restricted Shares”) subject to the terms and conditions set forth below and subject to the terms of the 2006 Incentive Plan and the applicable terms of the Employment Agreement.

2. Restrictions. The Restricted Shares are being awarded to Grantee subject to the transfer and forfeiture conditions set forth below (the “Restrictions”) which shall lapse, if at all, as described in Section 3 below.

a. Grantee may not directly or indirectly, by operation of law or otherwise, voluntarily or involuntarily, sell, assign, pledge, encumber, charge or otherwise transfer any of the Restricted Shares still subject to Restrictions. The Restricted Shares shall be forfeited if Grantee violates or attempts to violate these transfer Restrictions. Motorola Solutions 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 assigns and successors of Motorola Solutions and that references to Motorola Solutions or the Company shall include any such assigns and successors.

b. Any Restricted Shares still subject to the Restrictions shall be automatically forfeited upon Grantee’s termination of employment pursuant to Section 5(c) of the Employment Agreement.

c. Sections 7(a), (b) and (c) (together, the “Restrictive Covenants”) of the Employment Agreement are hereby incorporated by reference into this Award 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. If Grantee breaches the Restrictive Covenants, in addition to all remedies in law and/or equity available to the Company or any Subsidiary, Grantee shall forfeit all Restricted Shares whose Restrictions have not lapsed, and, for all Restricted Shares whose Restrictions have lapsed, Grantee shall immediately pay to the Company the Fair Market Value (as defined in paragraph 7 below) of Motorola Solutions Common Stock (“Common Stock”) on the date(s) such Restrictions lapsed, without regard to any taxes that may have been deducted from such amount.

d. The Restricted Shares are subject to the terms and conditions of the Company’s Policy Regarding Recoupment of Incentive Payments upon Financial Restatement, as such policy is in effect on the Date of Grant (such policy, being the “Recoupment Policy”). The Recoupment Policy provides that, in the event of certain accounting restatements (a “Policy Restatement”) the Company’s independent directors may require, among other things (i) cancellation of any of the Restricted Shares that remain outstanding; and/or (ii) reimbursement of any gains in respect of the Restricted Shares, if and to the extent the conditions set forth in the Recoupment Policy apply. Any determinations made by the independent directors in accordance with the Recoupment Policy shall be binding upon Grantee. The Recoupment Policy is in addition to any other remedies which may be otherwise available to the Company at law, in equity or under contract, or otherwise required by law, including under Section 10D of the Exchange Act.

The Company will not be obligated to pay Grantee any consideration whatsoever for forfeited Restricted Shares.

3. Lapse of Restrictions.

a. The Restrictions applicable to the Restricted Shares shall lapse, as long as the Restricted Shares have not been forfeited as described in Section 2 above, as follows; provided that the Grantee remains in the employ of the Company through each such vesting date:

(i)

Vesting Date	Percentage of Restricted Shares that Vest
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.	331/3% (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.	331/3 % (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

For purposes of this Agreement, the “Restriction Period” applicable to a Restricted Share shall refer to the period of time beginning on the Date of Grant and ending on the date that the Restrictions applicable to such Restricted Share shall lapse, as set forth in the table above.

(ii) In addition, the Restrictions applicable to the Restricted Shares shall lapse in accordance with the terms of Section 5 of the Employment Agreement if and to the extent applicable provisions under Section 5 of the Employment Agreement are triggered.

b. If, during the Restriction Period, the Grantee takes a Leave of Absence from Motorola Solutions or a Subsidiary, the Restricted Shares will continue to be subject to this Agreement. If the Restriction Period expires while the Grantee is on a Leave of Absence the Grantee will be entitled to the Restricted Shares even if the Grantee has not returned to active employment. “Leave of Absence” means an approved leave of absence from Motorola Solutions or a Subsidiary that is not a termination of employment, as determined by Motorola Solutions.

c. To the extent the Restrictions lapse under this Section 3 with respect to the Restricted Shares, they will be free of the terms and conditions of this Award (other than 2(c)).

4. Adjustments. If the number of outstanding shares of Common Stock is changed as a result of a stock split or the like without additional consideration to the Company, the number of Restricted Shares subject to this Award shall be adjusted to correspond to the change in the outstanding shares of Common Stock.

5. Dividends. Subject to the restrictions contained in Section 3 hereof, with respect to the Restricted Shares, the Grantee shall have the right to receive any cash or stock dividends. Cash dividends on the Restricted Shares automatically will be reinvested into additional shares of Restricted Stock (based on the Fair Market Value of a share of Common Stock on the last trading day before the date of the dividend payment) and will be subject to the same Restrictions and other terms and conditions (including vesting requirements) applicable to the Restricted Shares with respect to which such additional shares of Restricted Stock correspond. Stock dividends denominated in shares of Common Stock shall be treated as additional shares of Restricted Stock that are subject to the same restrictions and other terms and conditions (including vesting conditions) that apply to the Restricted Shares with respect to which such additional shares of Restricted Stock correspond. If a dividend is paid in other property (including stock of a company other than the Company), the Grantee will be credited with the amount of property which would have been received had the Grantee owned a number of shares of Common Stock equal to the number of Restricted Shares and the property so credited will be subject to the same Restrictions and other terms and conditions (including vesting requirements) applicable to the Restricted Shares with respect to which such property corresponds

and will be paid out in kind at the time the applicable Restrictions lapse. Notwithstanding anything to the contrary contained in this Section 5, in the event of a dividend that gives rise to an adjustment pursuant to Section 16 of the Plan, the Committee may determine that the Restricted Shares shall be subject to such adjustment in lieu of any dividend pursuant to this Section 5.

6. Delivery of Certificates or Equivalent. Grantee will not receive any certificates representing the Restricted Shares. Upon the lapse of Restrictions applicable to the Restricted Shares, the Company shall, at its election, either (a) deliver to the Grantee a certificate representing a number of shares of Common Stock equal to the number of Restricted Shares upon which such Restrictions have lapsed, or (b) establish a brokerage account for the Grantee and credit to that account the number of shares of Common Stock of the Company equal to the number of Restricted Shares upon which such Restrictions have lapsed. Cash shall be paid in lieu of fractional shares.

7. Withholding Taxes. The Company is entitled to withhold applicable taxes for the respective tax jurisdiction attributable to this Award or any payment made in connection with the Restricted Shares. Grantee may satisfy any minimum withholding obligation in whole or in part by electing to have the plan administrator retain shares of Common Stock deliverable in respect of Restricted Shares having a Fair Market Value on the date the Restrictions applicable to the Restricted Shares lapse equal to the amount of the withholding obligation. “Fair Market Value” for this purpose shall be the closing price for a share of Common Stock on the date the Restrictions applicable to the Restricted Shares lapse (the “Restrictions Lapse Date”) as reported for the New York Stock Exchange- Composite Transactions in the Wall Street Journal at www.online.wsj.com or, for purposes of imposing sanctions under paragraph 2(d), on any date specified therein. In the event the New York Stock Exchange is not open for trading on the Restrictions Lapse Date, or if the Common Stock does not trade on such day, Fair Market Value for this purpose shall be the closing price of the Common Stock on the last trading day prior to the Restrictions Lapse Date.

8. Voting and Other Rights.

a. Grantee shall have the right to vote the Restricted Shares.

b. The grant of Restricted Shares does not confer upon Grantee any right to continue in the employ of the Company or a Subsidiary or to interfere with the right of the Company or a Subsidiary, to terminate Grantee’s employment at any time.

9. Consent to Transfer Personal Data. By accepting this award, Grantee voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this paragraph. Grantee is not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect Grantee’s ability to participate in the Plan. Motorola Solutions, its Subsidiaries and Grantee’s employer hold certain personal information about Grantee, that may include his/her name, home address and telephone number, date of birth, social security number or other employee identification number, salary grade, hire date, salary, nationality, job title, any shares of stock held in Motorola Solutions, or details of all restricted stock units 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 Grantee’s 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. Grantee authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Grantee’s 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 Grantee’s behalf to a broker or other third party with whom Grantee may elect to deposit any shares of stock acquired pursuant to the Plan. Grantee 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 consent may affect Grantee’s ability to participate in the Plan.

10. Nature of Award. By accepting this Award Agreement, the Grantee acknowledges his or her understanding that the grant of Restricted Shares under this Award Agreement is completely at the discretion of Motorola Solutions, and that Motorola Solutions’ decision to make this Award in no way implies that similar awards may be granted in the future or that Grantee has any guarantee of future employment. Nor shall this or any such grant interfere with Grantee’s 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 Grantee and the Company. Grantee’s acceptance of this Award is voluntary. The Award 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,

11. Remedies for Breach. Grantee hereby acknowledges that the harm caused to the Company by the breach or anticipated breach of the Restrictive Covenants will be irreparable and further agrees the Company may obtain injunctive relief against the Grantee in addition to and cumulative with any other legal or equitable rights and remedies the Company may have pursuant to this Agreement, any other agreements between the Grantee and the Company for the protection of the Company’s Confidential Information (as defined in the Employment Agreement), or law, including the recovery of liquidated damages. Grantee agrees that any interim or final equitable relief entered by a court of competent jurisdiction, as specified in paragraph 13 below, will, at the request of the Company, be entered on consent and enforced by any such court having jurisdiction over the Grantee. 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.

12. Acknowledgements. With respect to the Restricted Shares, this Agreement (and any provisions of the Employment Agreement incorporated into this Agreement) is the 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 13 below to be unenforceable, in whole or in

part, the remainder of this Agreement shall nevertheless be enforceable and binding on the parties. Grantee hereby agrees 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, by accepting any Award under this Agreement, Grantee affirmatively states that he has not, will not and cannot rely on any representations not expressly made herein.

13. Governing Law. All questions concerning the construction, validity and interpretation of this Award shall be governed by and construed according to the law of the State of Illinois without regard to any state’s conflicts of law principles. Any disputes regarding this Award or Agreement shall be brought only in the state or federal courts of Illinois.

14. Waiver. The failure of the Company to enforce at any time any provision of this Award shall in no way be construed to be a waiver of such provision or any other provision hereof.

15. Actions by the Compensation Committee. The Committee may delegate its authority to administer this Agreement. The actions and determinations of the Compensation Committee or delegate shall be binding upon the parties.

16. Acceptance of Terms and Conditions. By electronically accepting this Award within 30 days after the date of the electronic mail notification by the Company to Grantee of the grant of this Award (“Email Notification Date”), Grantee agrees to be bound by the foregoing terms and conditions, the 2006 Incentive Plan and any and all rules and regulations established by Motorola Solutions in connection with awards issued under the 2006 Incentive Plan. If Grantee does not electronically accept this Award within 30 days of the Email Notification Date Grantee will not be entitled to the Restricted Shares.

17. Plan Documents. The 2006 Incentive Plan and the Prospectus for the 2006 Incentive Plan are available at http://                              or from Global Rewards, 1303 East Algonquin Road, Schaumburg, IL 60196, (847) 576-7885.

18. Subsidiary Definition. For purposes of this Agreement, a “Subsidiary” is any corporation or other entity in which a 50 percent or greater interest is held directly or indirectly by Motorola Solutions and which is consolidated for financial reporting purposes.

19. Miscellaneous. The Restricted Shares shall be subject to Section 3(b)(iv)(F), and Section 5 of the Employment Agreement.

Date	Signature
	Gregory Q. Brown
Commerce ID	Printed Name

IN ORDER FOR THE ABOVE-REFERENCED RESTRICTED SHARES TO BE AWARDED, THIS AGREEMENT, SIGNED AND DATED, MUST BE RETURNED TO MOTOROLA SOLUTIONS c/o EXECUTIVE REWARDS NO LATER THAN                     .

EX-10.32

Exhibit 10.32

RESTRICTED STOCK UNIT AWARD AGREEMENT (“Agreement”)

This Restricted Stock Unit Award (“Award”) is awarded on                      (“Date of Grant”), by Motorola Solutions, Inc. (the “Company” or “Motorola Solutions”) to Gregory Q. Brown (the “Grantee”).

WHEREAS, Grantee is receiving the Award under the Motorola Solutions Omnibus Incentive Plan of 2006, as amended (the “2006 Incentive Plan” or the “Plan”);

WHEREAS, Grantee and Motorola, Inc. entered into an employment agreement (the “Employment Agreement”), dated as of the 27th day of August 2008 as amended from time to time;

WHEREAS, the Award is a grant of Motorola Solutions restricted stock units authorized by the Board of Directors and the Board’s Compensation and Leadership Committee (the “Compensation Committee”); and

WHEREAS, it is a condition to Grantee receiving the Award that Grantee electronically accept the terms, conditions and Restrictions applicable to the restricted stock units as set forth in this agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the Company hereby awards restricted stock units to Grantee on the following terms and conditions:

1. Award of Restricted Stock Units. The Company hereby grants to Grantee a total of                      Motorola restricted stock units (the “Units”) subject to the terms and conditions set forth below and subject to the terms of the 2006 Incentive Plan and the applicable terms of the Employment Agreement. All Awards shall be paid in whole shares of Motorola Solutions Common Stock (“Common Stock”); no fractional shares shall be credited or delivered to Grantee. For purposes of this Award, “Units” will include any rights into which the Units may be converted (including cash accounts).

2. Restrictions. The Units are being awarded to Grantee subject to the transfer and forfeiture conditions set forth below (the “Restrictions”) which shall lapse, if at all, as described in Section 3 below. For purposes of this Award, the term Units includes any additional Units granted to the Grantee with respect to Units, still subject to the Restrictions.

a. Grantee may not directly or indirectly, by operation of law or otherwise, voluntarily or involuntarily, sell, assign, pledge, encumber, charge or otherwise transfer any of the Units still subject to Restrictions. The Units shall be forfeited if Grantee violates or attempts to violate these transfer Restrictions. Motorola Solutions 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 assigns and successors of Motorola Solutions and that references to Motorola Solutions or the Company shall include any such assigns and successors.

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b. Any Units still subject to the Restrictions shall be automatically forfeited upon Grantee’s termination of employment pursuant to Section 5(c) of the Employment Agreement.

c. Sections 7(a), (b) and (c) (together, the “Restrictive Covenants”) of the Employment Agreement are hereby incorporated by reference into this Award 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. If Grantee breaches the Restrictive Covenants, in addition to all remedies in law and/or equity available to the Company or any Subsidiary, Grantee shall forfeit all Units under the Award whose Restrictions have not lapsed, and, for all restricted stock units under the Award whose Restrictions have lapsed, Grantee shall immediately pay to the Company the Fair Market Value (as defined in paragraph 7 below) of Motorola Solutions Common Stock (“Common Stock”) on the date(s) such Restrictions lapsed, without regard to any taxes that may have been deducted from such amount.

d. The Units are subject to the terms and conditions of the Company’s Policy Regarding Recoupment of Incentive Payments upon Financial Restatement, as such policy is in effect on the Date of Grant (such policy, being the “Recoupment Policy”). The Recoupment Policy provides that, in the event of certain accounting restatements (a “Policy Restatement”) the Company’s independent directors may require, among other things (i) cancellation of any of the Units that remain outstanding; and/or (ii) reimbursement of any gains in respect of the Units, if and to the extent the conditions set forth in the Recoupment Policy apply. Any determinations made by the independent directors in accordance with the Recoupment Policy shall be binding upon Grantee. The Recoupment Policy is in addition to any other remedies which may be otherwise available to the Company at law, in equity or under contract, or otherwise required by law, including under Section 10D of the Exchange Act.

The Company will not be obligated to pay Grantee any consideration whatsoever for forfeited Units.

3. Lapse of Restrictions.

a. The Restrictions applicable to the Units shall lapse, as long as the Units have not been forfeited as described in Section 2 above, as follows; provided that the Grantee remains in the employ of the Company through each such vesting date:

(i)

Percentage of Units Vesting Vesting Date

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For purposes of this Agreement, the “Restriction Period” applicable to a Unit shall refer to the period of time beginning on the Date of Grant and ending on the date that the Restrictions applicable to such Unit shall lapse, as set forth in the table above.

(ii) In addition, the Restrictions applicable to the Units shall lapse in accordance with the terms of Section 5 of the Employment Agreement if and to the extent applicable provisions under Section 5 of the Employment Agreement are triggered.

b. If, during the Restriction Period, the Grantee takes a Leave of Absence from Motorola Solutions or a Subsidiary, the Units will continue to be subject to this Agreement. If the Restriction Period expires while the Grantee is on a Leave of Absence the Grantee will be entitled to the Units even if the Grantee has not returned to active employment. “Leave of Absence” means an approved leave of absence from Motorola Solutions or a Subsidiary that is not a termination of employment, as determined by Motorola.

c. To the extent the Restrictions lapse under this Section 3 with respect to the Units, they will be free of the terms and conditions of this Award (other than 2(c)).

4. Adjustments. If the number of outstanding shares of Common Stock is changed as a result of a stock split or the like without additional consideration to the Company, the number of Units subject to this Award shall be adjusted to correspond to the change in the outstanding shares of Common Stock.

5. Dividends. No dividends (or dividend equivalents) shall be paid with respect to Units credited to the Grantee’s account.

6. Delivery of Certificates or Equivalent. Upon the lapse of Restrictions applicable to the Units, the Company shall, at its election, either (a) deliver to the Grantee a certificate representing a number of shares of Common Stock equal to the number of Units upon which such Restrictions have lapsed, or (b) establish a brokerage account for the Grantee and credit to that account the number of shares of Common Stock of the Company equal to the number of Units upon which such Restrictions have lapsed; provided that if the Units convert into cash accounts they shall be settled in cash.

7. Withholding Taxes. The Company is entitled to withhold applicable taxes for the respective tax jurisdiction attributable to this Award or any payment made in connection with the Units. Grantee may satisfy any minimum withholding obligation in whole or in part by electing to have the plan administrator retain shares of Common Stock deliverable in connection with the Units having a Fair Market Value on the date the Restrictions applicable to the Units lapse equal to the amount of the withholding obligation. “Fair Market Value” for this purpose shall be the closing price for a share of Common Stock on the date the Restrictions applicable to the Units lapse (the “Restrictions Lapse Date”) as reported for the New York Stock Exchange- Composite Transactions in the Wall Street Journal at www.online.wsj.com or, for

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purposes of imposing sanctions under paragraph 2(d), on any date specified therein. In the event the New York Stock Exchange is not open for trading on the Restrictions Lapse Date, or if the Common Stock does not trade on such day, Fair Market Value for this purpose shall be the closing price of the Common Stock on the last trading day prior to the Restrictions Lapse Date.

8. Voting and Other Rights.

a. Grantee shall have no rights as a stockholder of the Company in respect of the Units, including the right to vote and to receive cash dividends and other distributions until delivery of certificates representing shares of Common Stock in satisfaction of the Units.

b. The grant of Units does not confer upon Grantee any right to continue in the employ of the Company or a Subsidiary or to interfere with the right of the Company or a Subsidiary, to terminate Grantee’s employment at any time.

9. Consent to Transfer Personal Data. By accepting this award, Grantee voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this paragraph. Grantee is not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect Grantee’s ability to participate in the Plan. Motorola, its Subsidiaries and Grantee’s employer hold certain personal information about Grantee, that may include his/her name, home address and telephone number, date of birth, social security number or other employee identification number, salary grade, hire date, salary, nationality, job title, any shares of stock held in Motorola, or details of all restricted stock units 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 Grantee’s 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. Grantee authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Grantee’s 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 Grantee’s behalf to a broker or other third party with whom Grantee may elect to deposit any shares of stock acquired pursuant to the Plan. Grantee may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting Motorola; however, withdrawing consent may affect Grantee’s ability to participate in the Plan.

10. Nature of Award. By accepting this Award Agreement, the Grantee acknowledges his or her understanding that the grant of Units under this Award Agreement is completely at the discretion of Motorola, and that Motorola’s decision to make this Award in no way implies that similar awards may be granted in the future or that Grantee has any guarantee of future employment. Nor shall this or any such grant interfere with Grantee’s 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 Grantee and the Company. Grantee’s

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acceptance of this Award is voluntary. The Award 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,

11. Remedies for Breach. Grantee hereby acknowledges that the harm caused to the Company by the breach or anticipated breach of the Restrictive Covenants will be irreparable and further agrees the Company may obtain injunctive relief against the Grantee in addition to and cumulative with any other legal or equitable rights and remedies the Company may have pursuant to this Agreement, any other agreements between the Grantee and the Company for the protection of the Company’s Confidential Information (as defined in the Employment Agreement), or law, including the recovery of liquidated damages. Grantee agrees that any interim or final equitable relief entered by a court of competent jurisdiction, as specified in paragraph 14 below, will, at the request of the Company, be entered on consent and enforced by any such court having jurisdiction over the Grantee. 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.

12. Acknowledgements. With respect to the Units, this Agreement (and any provisions of the Employment Agreement incorporated into this Agreement) is the 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 14 below to be unenforceable, in whole or in part, the remainder of this Agreement shall nevertheless be enforceable and binding on the parties. Grantee hereby agrees 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, by accepting any Award under this Agreement, Grantee affirmatively states that he has not, will not and cannot rely on any representations not expressly made herein.

13. Funding. No assets or shares of Common Stock shall be segregated or earmarked by the Company in respect of any Units awarded hereunder. The grant of Units hereunder shall not constitute a trust and shall be solely for the purpose of recording an unsecured contractual obligation of the Company.

14. Governing Law. All questions concerning the construction, validity and interpretation of this Award shall be governed by and construed according to the law of the State of Illinois without regard to any state’s conflicts of law principles. Any disputes regarding this Award or Agreement shall be brought only in the state or federal courts of Illinois.

15. Waiver. The failure of the Company to enforce at any time any provision of this Award shall in no way be construed to be a waiver of such provision or any other provision hereof.

16. Actions by the Compensation Committee. The Committee may delegate its authority to administer this Agreement. The actions and determinations of the Compensation Committee or delegate shall be binding upon the parties.

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17. 409A Compliance. Notwithstanding any provision in this Award to the contrary, if the Grantee is a “specified employee” (certain officers of Motorola Solutions within the meaning of Treasury Regulation Section 1.409A-1(i) and using the identification methodology selected by Motorola Solutions 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) death. Notwithstanding any provision in this Award that requires the Company to pay or deliver payments with respect to Units upon vesting (or within 60 days following the date that 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, 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 and (ii) the date of the Grantee’s termination of employment (subject to any delay required by the first sentence of this paragraph). Payment shall be made within 60 days following the applicable payment date. 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 Solutions in a manner consistent with the definition of “separation from service” under the default rules of Section 409A of the Code.

18. Acceptance of Terms and Conditions. By electronically accepting this Award within 30 days after the date of the electronic mail notification by the Company to Grantee of the grant of this Award (“Email Notification Date”), Grantee agrees to be bound by the foregoing terms and conditions, the 2006 Incentive Plan and any and all rules and regulations established by Motorola Solutions in connection with awards issued under the 2006 Incentive Plan. If Grantee does not electronically accept this Award within 30 days of the Email Notification Date Grantee will not be entitled to the Units.

19. Plan Documents. The 2006 Incentive Plan and the Prospectus for the 2006 Incentive Plan are available at http://                                                               or from Global Rewards, 1303 East Algonquin Road, Schaumburg, IL 60196, (847) 576-7885.

20. Subsidiary Definition. For purposes of this Agreement, a “Subsidiary” is any corporation or other entity in which a 50 percent or greater interest is held directly or indirectly by Motorola Solutions and which is consolidated for financial reporting purposes.

21. Miscellaneous. The Units shall be subject to Section 5 of the Employment Agreement.

Date	Signature
	Gregory Q. Brown
Commerce ID	Printed Name

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IN ORDER FOR THE ABOVE-REFERENCED UNITS TO BE AWARDED, THIS AGREEMENT, SIGNED AND DATED, MUST BE RETURNED TO MOTOROLA SOLUTIONS c/o EXECUTIVE REWARDS NO LATER THAN                     .

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EX-10.37

Exhibit 10.37

Deferred Stock Units Agreement

This Agreement made by and between Motorola Solutions, Inc. (“Motorola” or the “Company”) and the undersigned Non-Employee Director (“Director”) of the Motorola Board of Directors (“Board”) is effective as of                     , 200    .

WHEREAS, Director is acquiring the right to receive shares of Motorola common stock in the future in the form of deferred stock units (the “Deferred Stock Units”); and

WHEREAS, this right to receive Deferred Stock Units is conditioned upon the Director executing and delivering to Motorola an agreement evidencing the terms, conditions and restrictions applicable to the Deferred Stock Units.

NOW THEREFORE, Motorola and Director mutually agree as follows:

1. The Deferred Stock Units that are subject to this Agreement are being issued to Director pursuant to the Motorola Omnibus Incentive Plan of 2006 or such other Motorola equity incentive plan as designated by the Compensation and Leadership Committee of the Board, and are subject to the terms and conditions of the applicable plan. If a term is used but not defined, it has the meaning given such term in the applicable plan.

2. The Deferred Stock Units that are subject to this Agreement will be all of the Deferred Stock Units issued to the Director in lieu of cash compensation earned on or after January 1, 200    , pursuant to the applicable plan and the election form executed by Director that is on file with Motorola.

3. The Deferred Stock Units may not be sold, assigned, transferred, pledged or encumbered by Director at any time.

4. Upon Director’s separation from service (within the meaning of Section 409A of the Internal Revenue Code, as amended (the “Code”)) with the Company, the Company shall at its election, either: (i) establish a brokerage account for the Grantee and credit to that account the number of shares of Motorola common stock equal to the number of Deferred Stock Units then credited to the Director’s account as a result of this Agreement, plus a cash payment equal to the value of any fractional Unit so credited; or (ii) deliver to the Grantee a certificate representing the number of shares of Motorola common stock equal to the number of Deferred Stock Units then credited to the Director’s account as a result of this Agreement, plus a cash payment equal to the value of any fractional Unit so credited.

5. Upon Motorola’s payment of a dividend with respect to its common stock, the number of Deferred Stock Units credited to the Director shall be increased by the number obtained by dividing (a) the amount of the dividend the Director would have received had the Director owned a number of shares of Motorola common stock equal to the number of Deferred Stock Units then credited to his or her account by (b) the closing price of the Motorola common stock on the day before the date of the dividend payment, as reported for the New York Stock Exchange-Composite Transaction in The Wall Street Journal, Midwest Edition.

In the event a dividend is paid in shares of stock of another company or in other property, the Director will be credited with the number of shares of that company or the amount of property

which would have been received had the Director owned a number of shares of Motorola common stock equal to the number of Deferred Stock Units credited to his or her account and any such shares and property shall be delivered to the Director upon Director’s separation from service (within the meaning of Section 409A of the Code) with the Company.

6. If the number of outstanding shares of Motorola common stock is changed as a result of stock dividend, stock split or the like without additional consideration to the Company, the number of Deferred Stock Units subject to this award shall be adjusted to correspond to the change in the outstanding shares of common stock.

7. Except with respect to dividends (as described above), the Director shall have no rights as a stockholder of Motorola with respect to the Deferred Stock Units including the right to vote until delivery of certificates representing shares of Motorola common stock in satisfaction of the Deferred Stock Units.

8. No assets or shares of Motorola common stock shall be segregated or earmarked by Motorola in respect of any Deferred Stock Units granted hereunder. The grant of Deferred Stock Units hereunder shall not constitute a trust and shall be solely for the purpose of recording an unsecured contractual obligation of the Company.

9. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed according to the law of the State of Illinois without regard to any state’s conflicts of law principles. Any disputes regarding this Agreement shall be brought only in the state or federal courts of Illinois.

10. This award is intended to comply with Section 409A of the Code and shall be interpreted and administered in a manner consistent with this intent.

11. The 2006 Omnibus Plan and the Prospectus for the 2006 Omnibus Plan are available at upon request to Global Rewards, 1303 East Algonquin Road, Schaumburg, IL 60196 (847) 576-7885.

In Witness Whereof, the parties have executed this Agreement as of the date first above-written.

	Motorola Solutions, Inc.
	By:
Signature of Director
	Title:
Name of Director (Please Print)

2

EX-10.39

Exhibit 10.39

Deferred Stock Unit Award

This Deferred Stock Unit Award (“Award”) is granted on [Grant Date] by Motorola Solutions, Inc. (“Motorola” or the “Company”) to the undersigned Non-Employee Director (“Director”) of the Motorola Board of Directors (“Board”).

WHEREAS, Director is receiving this Award under the Motorola Solutions, Inc. Omnibus Incentive Plan of 2006 (the “2006 Omnibus Plan”); if a term is used but not defined, it has the meaning given such term in the 2006 Omnibus Plan;

WHEREAS, this Award is being made as part of the Company’s compensation program for Directors and is authorized by the Compensation and Leadership Committee;

WHEREAS, this Award provides the Director with the right to receive shares of Motorola common stock in the future in the form of deferred stock units (the “Deferred Stock Units”); and

WHEREAS, this right to receive Deferred Stock Units is conditioned upon the Director executing and delivering to Motorola an agreement evidencing the terms, conditions and restrictions applicable to the Deferred Stock Units.

NOW THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the Company hereby awards deferred stock units to Director on the following terms and conditions:

1. The Company hereby grants to Director a total of                      Motorola deferred stock units (the “Deferred Stock Units”) subject to the terms and conditions set forth below.

2. The Deferred Stock Units may not be sold, assigned, transferred, pledged or encumbered by Director at any time.

3. Upon Director’s separation from service (within the meaning of Section 409A of the Internal Revenue Code, as amended (the “Code”)) with the Company, the Company shall at its election, either: (i) establish a brokerage account for the Grantee and credit to that account the number of shares of Motorola common stock equal to the number of Deferred Stock Units then credited to the Director’s account as a result of this Award, plus a cash payment equal to the value of any fractional Unit so credited or (ii) deliver to Grantee a certificate representing the number of shares of Motorola common stock equal to the number of Deferred Stock Units then credited to the Director’s account as a result of this Award, plus a cash payment equal to the value of any fractional Unit so credited.

4. Upon Motorola’s payment of a dividend with respect to its common stock, the number of Deferred Stock Units credited to the Director shall be increased by the number obtained by dividing (a) the amount of the dividend the Director would have received had the Director owned a number of shares of Motorola common stock equal to the number of Deferred Stock Units then credited to his or her account by (b) the closing price of the Motorola common stock on the day before the date of the dividend payment, as reported for the New York Stock Exchange-Composite Transaction in The Wall Street Journal, Midwest Edition.

In the event a dividend is paid in shares of stock of another company or in other property, the Director will be credited with the number of shares of that company or the amount of property which would have been received had the Director owned a number of shares of Motorola common stock equal to the number of Deferred Stock Units credited to his or her account and any such shares and property shall be delivered to the Director upon separation from service (within the meaning of Section 409A of the Code) with the Company.

6. If the number of outstanding shares of Motorola common stock is changed as a result of stock dividend, stock split or the like without additional consideration to the Company, the number of Deferred Stock Units subject to this award shall be adjusted to correspond to the change in the outstanding shares of common stock.

7. Except with respect to dividends (as described above), the Director shall have no rights as a stockholder of Motorola with respect to the Deferred Stock Units including the right to vote until delivery of certificates representing shares of Motorola common stock in satisfaction of the Deferred Stock Units.

8. No assets or shares of Motorola common stock shall be segregated or earmarked by Motorola in respect of any Deferred Stock Units granted hereunder. The grant of Deferred Stock Units hereunder shall not constitute a trust and shall be solely for the purpose of recording an unsecured contractual obligation of the Company.

9. All questions concerning the construction, validity and interpretation of this Award shall be governed by and construed according to the law of the State of Illinois without regard to any state’s conflicts of law principles. Any disputes regarding this Award or Agreement shall be brought only in the state or federal courts of Illinois.

10. This award is intended to comply with Section 409A of the Code and shall be interpreted and administered in a manner consistent with this intent.

11. The 2006 Omnibus Plan and the Prospectus for the 2006 Omnibus Plan are available at upon request to Global Rewards, 1303 East Algonquin Road, Schaumburg, IL 60196 (847) 576-7885.

In Witness Whereof, the parties have executed this Agreement as of the date first above-written.

	Motorola Solutions, Inc.
	By:
Signature of Director
	Title:
Name of Director (Please Print)

2

EX-10.57

Exhibit 10.57

MOTOROLA MANAGEMENT DEFERRED COMPENSATION PLAN

AS AMENDED AND RESTATED EFFECTIVE AS OF DECEMBER 1, 2010

1. PLAN NAME AND DEFINITIONS

1.1 Plan Name.

This plan is the Motorola Management Deferred Compensation Plan, as Amended and Restated Effective as of December 1, 2010 (“the Plan”). Effective January 4, 2011, the name of the Plan shall be the Motorola Solutions Management Deferred Compensation Plan.

1.2 Definitions.

(a) “Additional Compensation” shall mean bonuses and all other cash compensation designated by the Administrative Committee as Deferrable Compensation.

(b) “Administrative Committee” shall mean the committee appointed by the Compensation and Leadership Committee of the Board to administer the Plan.

(c) “Base Salary” shall mean a Participant’s annual base salary, excluding bonuses, commissions, incentives and all other remunerations for services rendered to Company and prior to reduction for any salary contributions to a plan established pursuant to Section 125 of the Code or qualified pursuant to Section 401(k) of the Code.

(d) “Beneficiary” or “Beneficiaries” shall mean the person or persons, including a trustee, personal representative or other fiduciary, last designated in writing by a Participant in accordance with procedures established by the Administrative Committee to receive the benefits specified hereunder in the event of the Participant’s death. No beneficiary designation shall become effective until it is filed with the Administrative Committee. Any designation shall be revocable at any time through a written instrument filed by the Participant with the Administrative Committee with or without the consent of the previous Beneficiary. No designation of a Beneficiary other than the Participant’s spouse shall be valid unless consented to in writing by such spouse. If there is no such designation, or if there is no surviving designated

Beneficiary, then the Participant’s surviving spouse shall be the Beneficiary. If there is no surviving spouse to receive any benefits payable in accordance with the preceding sentence, the duly appointed and currently acting personal representative of the Participant’s estate (which shall include either the Participant’s probate estate or living trust) shall be the Beneficiary. In any case where there is no such personal representative of the Participant’s estate duly appointed and acting in that capacity within 90 days after the Participant’s death (or such extended period as the Administrative Committee determines is reasonably necessary to allow such personal representative to be appointed, but not to exceed 180 days after the Participant’s death), then Beneficiary shall mean the person or persons who can verify by affidavit or court order to the satisfaction of the Administrative Committee that they are legally entitled to receive the benefits specified hereunder. In the event any amount is payable under the Plan to a minor, payment shall not be made to the minor, but instead shall be paid (a) to that person’s living parent(s) to act as custodian, (b) if that person’s parents are then divorced, and one parent is the sole custodial parent, to such custodial parent, or (c) if no parent of that person is then living, to a custodian selected by the Administrative Committee to hold the funds for the minor under the Uniform Transfers or Gifts to Minors Act in effect in the jurisdiction in which the minor resides. If no parent is living and the Administrative Committee decides not to select another custodian to hold the funds for the minor, then payment shall be made to the duly appointed and currently acting guardian of the estate for the minor or, if no guardian of the estate for the minor is duly appointed and currently acting within 60 days after the date the amount becomes payable, payment shall be deposited with the court having jurisdiction over the estate of the minor. Payment by the Company pursuant to any unrevoked Beneficiary designation or to the Participant’s estate if no such designation exists, of all benefits owed hereunder shall terminate any and all liability of the Company.

(e) “Board of Directors” or “Board” shall mean the Board of Directors of Motorola.

(f) “Board Fees” shall mean any fees paid to a Board member in connection with his service on the Board.

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(g) “Change in Control” means 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 Exchange Act whether or not Motorola 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 representing 20% or more of the combined voting power of Motorola’s then outstanding securities (other than Motorola or any employee benefit plan of Motorola; 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’s securities by either of the foregoing), (b) there shall be consummated (i) any consolidation or merger of Motorola in which Motorola 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 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 other than any such transaction with entities in which the holders of Motorola Common Stock, directly or indirectly, have at least a 65% ownership interest, (c) the stockholders of Motorola approve any plan or proposal for the liquidation or dissolution of Motorola, 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), 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.

(h) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(i) “Company” shall mean Motorola, Inc. and any Subsidiary designated by the Administrative Committee. Effective January 4, 2011, “Company” shall mean Motorola Solutions, Inc. and any Subsidiary designated by the Administrative Committee.

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(j) “Compensation” shall be Base Salary and Additional Compensation.

(k) “Deferral Account” shall mean the bookkeeping account or accounts maintained by the Administrative Committee pursuant to Section 3.1 for each Participant pursuant to Section 3.1 that are credited with amounts equal to (1) the Participant’s Deferred Compensation and (2) earnings and losses under Section 2.2.

(l) “Deferrable Compensation” shall mean the Compensation and Board Fees designated by the Administrative Committee as eligible to be deferred in any Plan Year pursuant to Section 2.1(a).

(m) “Deferral Form” shall mean the form or forms required to be completed and delivered to the Administrative Committee or its designee for participation in the Plan for a Plan Year.

(n) “Deferred Compensation” shall mean the Compensation or Director Fees actually deferred by a Participant on the Deferral Form for a Plan Year.

(o) “Director” shall mean a member of the Board.

(p) “Disability” shall mean either (A) the Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (B) the Participant’s receipt, by reason of any medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than 12 months, of income replacement benefits for a period of not less than 3 months under the Motorola Disability Income Plan, as amended, or any other accident and health plan covering employees of the Company.

(q) “Eligible Employee” shall be an employee selected by the Administrative Committee for participation in the Plan.

(r) “Fund” or “Funds” shall mean one or more of the investment funds selected by the Administrative Committee.

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(s) “Hardship” shall mean a severe financial hardship to the Participant resulting from an illness or accident of the Participant or of his or her Dependent (as defined in Section 152(a) of the Code), loss of a Participant’s property due to casualty, or other similar or extraordinary and unforseeable circumstance arising as a result of events beyond the control of the Participant. The circumstances that would constitute an unforseeable emergency will depend upon the facts of each case, but, in any event, a Hardship Distribution may not be made to the extent that such hardship is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the Participant’s assets, to the extent the liquidation of assets would not itself cause a severe financial hardship, or (iii) by cessation of deferrals under this Plan.

(t) “In-Service Withdrawal Date” shall mean the distribution date elected on the Deferral Form by the Participant for withdrawal of Deferred Compensation for a specific Plan Year while still employed or in service of the Company, and earnings and losses attributable thereto.

(u) “Motorola” shall mean Motorola, Inc., a Delaware corporation. Effective January 4, 2011, “Motorola” shall mean Motorola Solutions, Inc.

(v) “Participant” shall mean any Eligible Employee and any member of the Board who becomes a Participant in this Plan by completing the Deferral Form.

(w) “Plan” shall be the Motorola Management Deferred Compensation Plan, as amended. Effective January 4, 2011, “Plan” shall be the Motorola Solutions Management Deferred Compensation Plan.

(x) “Plan Year” shall be January 1 to December 31.

(y) “Regular Enrollment Period” shall mean the period designated by the Administrative Committee for enrollment for a Plan Year.

(z) “Separation from Service” shall mean “separation from service” as defined in Treasury Regulation § 1.409A-1(h) without reference to any permissible alternative definition of separation from service under such Section.

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(aa) “Subsidiary” shall mean an entity of which Motorola owns directly or indirectly at least 50% and which is consolidated for financial reporting purposes.

(bb) “Trust” shall mean the Motorola Management Deferred Compensation Plan Trust. Effective January 4, 2011, “Trust” shall mean the Motorola Solutions Management Deferred Compensation Plan Trust.

(cc) “Trustee” shall mean the trustee of the Trust.

(dd) “Withdrawal Date” shall have the meaning set forth in Section 4.1.

2. DEFERRAL ELECTIONS

2.1 Elections to Defer Compensation.

(a) Deferrals. To the extent authorized by the Administrative Committee, a Participant may elect to defer for a Plan Year the following:

(i) in the case of employees of the Company, taxable Compensation earned in a Plan Year and payable to a Participant by the Company; and

(ii) in the case of Directors, Board Fees payable by the Company and earned in a Plan Year;

provided, however, that a Participant who is an employee of the Company may defer in any calendar year only that portion of the Participant’s Deferrable Compensation that exceeds the amount necessary to satisfy Social Security Tax (including Medicare), income tax and employee benefit plan withholding requirements as determined in the sole and absolute discretion of the Administrative Committee. The Deferral Form will set forth what the Administrative Committee has authorized as Deferrable Compensation.

(b) Election and Duration of Compensation Deferral Election. Each Eligible Employee and Director may elect to defer Deferrable Compensation for a Plan Year in the time period set by the Administrative Committee. Each Eligible Employee and Director

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must complete a new Deferral Form for each Plan Year. All elections to defer must be filed during the Regular Enrollment Period for the applicable Plan Year which election shall be effective on the first day of the next following Plan Year. In the case of an individual who becomes an Eligible Employee or a new Director after the start of a Regular Enrollment Period, such Eligible Employee or Director shall have 30 days from the date he or she has become an Eligible Employee or Director to make an election to defer Deferrable Compensation. Such election shall be for the remainder of the Plan Year. All elections for a Plan Year are irrevocable.

2.2 Investment Election.

(a) Each Participant shall designate, on the Deferral Form or other form provided by the Administrative Committee, the Funds in which the Participant’s Deferral Account will be deemed to be invested for purposes of determining the amount of earnings or losses to be credited or debited to that Deferral Account. In making the designation, the Participant may specify that all or any portion of his Deferral Account be deemed to be invested in one or more Funds listed on the Deferral Form in the manner set forth on the Deferral Form. A Participant may change investment designations by filing a new form with the Administrative Committee by a date specified by the Administrative Committee. If a Participant fails to designate a Fund for all or a portion of the Participant’s Deferral Account, he or she shall be deemed to have elected the Money Market type of investment fund.

(b) The Administrative Committee may select from time to time, in its sole and absolute discretion, new commercially available investments to replace then existing Funds. Once the Administrative Committee has provided Participants with information on the replacement Funds, a Participant must re-designate his Funds in accordance with procedures established by the Administrative Committee at the time of re-designation. If a Participant fails to re-designate a Fund for all or a portion of the Participant’s Deferral Account, he or she shall be deemed to have elected the Money Market type of investment fund.

(c) Although the Participant may designate the Funds to be used to determine the amount of earnings or losses with respect to the Participant’s Deferral Account, the Administrative Committee shall not be bound to invest any amounts in a Participant’s Deferral

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Account in the designated Funds. The Funds are to be used only for purposes of crediting or debiting the Deferral Account with deemed earning or losses thereon, and such crediting or debiting shall not be considered or construed in any manner as an actual investment in any such fund.

3. DEFERRAL ACCOUNTS AND TRUST FUNDING

3.1 Deferral Accounts.

Each Plan Year, the Administrative Committee shall establish and maintain a separate Deferral Account for each Participant. The Administrative Committee may establish more than one Deferral Account for each Participant for each Plan Year for different types of income deferred. Each Participant’s Deferral Account may be further divided into separate subaccounts (“investment fund subaccounts”), each of which corresponds to a Fund elected by the Participant. A Participant’s Deferral Account shall be credited as follows:

(a) On the fifth business day after amounts are withheld and deferred from a Participant’s Deferrable Compensation, the investment fund subaccounts of the Participant’s Deferral Account shall be credited with an amount equal to the portion of Deferred Compensation deferred and deemed to be invested in a certain Fund in accordance with the designation.

(b) At the end of each business day, each investment fund subaccount of a Participant’s Deferral Account shall be credited with earnings or losses in an amount equal to the earnings or losses that would have resulted if the balance then credited to such investment fund subaccount had been invested in the investment fund designated by the Participant in accordance with Section 2.2.

(c) A Participant’s Deferral Account will be valued in accordance with the following:

(i) on Separation from Service, excluding Separation from Service as a result of death:

(A) lump sum distribution- on the last day of the quarter immediately preceding the quarter in which payment is scheduled;

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(B) installment distribution- on the last day of the quarter immediately preceding the quarter in which the first installment is scheduled with respect to the first installment and any installments that are made through December 31 next following the date on which the first installment is made, and, with respect to the remaining installments, on September 30 of each calendar year beginning with the September 30th next following the date on which the first installment is made. Such subsequent valuation will apply to installments commencing with the January installment following the valuation;

(ii) scheduled in-service withdrawal- on the last day of the quarter immediately preceding the quarter in which payment is scheduled;

(iii) hardship distribution- upon completion of the Administrative Committee’s processing of the request;

(iv) on death- on the earlier of the last day of the quarter in which the Participant’s death occurs, or the ninetieth day following the date on which such death occurs; and

(v) on Change in Control- on the date immediately preceding the date of distribution on account of Change in Control.

(d) In the event that a Participant elects for any portion of a given Plan Year’s Deferred Compensation to have an In-Service Withdrawal Date, all such amounts shall be accounted for in a manner which allows separate accounting for that portion of Deferred Compensation and earnings and losses associated with such Plan Year’s Deferred Compensation.

3.2 Trust Funding.

The Company has created a Trust with the Trustee. The Company shall cause the Trust to be funded each year with an amount equal to the amount deferred by each Participant, provided, however, the Company shall not be under any obligation to transfer any amount to the Trust if, pursuant to Section 409A(b)(3)(A) of the Code, such amount would be treated as property transferred in connection with the performance of services for purposes of Section 83 of the Code.

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Although the principal of the Trust and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and Beneficiaries as set forth therein, neither the Participants nor their Beneficiaries shall have any preferred claim on, or any beneficial ownership in, any assets of the Trust prior to the time such assets are paid to the Participants or Beneficiaries as benefits and all rights created under this Plan and the Trust shall be unsecured contractual rights of Participants and Beneficiaries against the Company. Any assets held in the Trust will be subject to the claims of the Company’s general creditors under federal and state law in the event of insolvency as defined in Section Six of the Trust.

Except as specifically provided in the Trust, the assets of the Plan and Trust shall never inure to the benefit of the Company and the same shall be held for the exclusive purpose of providing benefits to Participants and their Beneficiaries.

4. DISTRIBUTIONS

4.1 Distribution of Deferred Compensation per the Deferral Form Elections. A Participant must elect the timing of the distribution of distributable amounts from his Deferral Account on the Deferral Form (“Withdrawal Dates”). If a Participant fails to designate Withdrawal Dates, the Participant will be deemed to have elected payment solely in a lump sum on the six month anniversary of the date of the Participant’s Separation from Service. Participants may elect an In-Service Withdrawal Date and/or Withdrawal Dates following Separation from Service. All distributions will be cash payments. Notwithstanding any elected Withdrawal Dates, distributions under this Section 4.1 are subject to Section 4.2 below, including the requirement that no Withdrawal Date triggered by a Participant’s Separation from Service may occur prior to the six month anniversary of such Separation from Service.

(a) Distribution with an In-Service Withdrawal Date. In the case of a Participant who has elected an In-Service Withdrawal Date (a distribution while still employed

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or in the service of the Company), such Participant shall receive his Distributable Amount as designated on his Deferral Form; provided that no payment may be made earlier than two years from the last day of the Plan Year for which the deferral was made; provided, further that, if a Participant has an aggregate balance in all of his Deferral Accounts under the Plan of less than $50,000 at the time of the In-Service Withdrawal Date, the distribution will be in the form of a single lump-sum payment.

(b) Distribution with a Withdrawal Date following Separation from Service. In the case of a Participant who has elected a Withdrawal Date following Separation from Service, such Participant shall receive his distributable amount as designated on his Deferral Form; provided, however, if a Participant has an aggregate balance in all of his Deferral Accounts under the Plan of less than $50,000 the distribution will be in the form of a single lump-sum payment on the tenth business day of the first calendar quarter commencing after the Participant’s Separation from Service, subject to the six-month payment delay described in the first paragraph of Section 4.2; and provided further, notwithstanding the foregoing, with respect to a Participant who has commenced payment under an election of an In-Service Withdrawal Date, in no event will payment following Separation from Service result in payment of all or any portion of the Participant’s Distributable Amount later than as designated in such Participant’s Deferral Form for such In-Service Withdrawal Date.

(c) Revising a Withdrawal Date. A Participant may extend a Withdrawal Date with respect to any Plan Year’s Deferral Account, provided such change is filed with the Administrative Committee at least 12 months prior to the date payment is otherwise due to be made and the first payment to which the Participant’s election applies must be deferred for a period of at least five years from the date such payment would otherwise be made.

(d) Section 162(m) Matters. Notwithstanding anything to the contrary in this Plan whether express or implied, the Administrative Committee shall defer payment of all or any portion of the distributable amount otherwise payable hereunder to any Participant who is considered a “covered employee” to the extent any such payment would not be deductible by the Company by reason of Section 162(m) of the Code. For these purposes, the term “covered employee” shall mean the Chief Executive Officer and such other officers of the Company as determined for purposes of Code Section 162(m) and the regulations thereunder. In the event of

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a deferral of payment by reason of this Section 4.1(d), any such deferred amounts shall be paid to the Participant at the earliest date or dates such amounts can be paid without creating or increasing a limitation on deductibility of compensation under Code Section 162(m). Any amounts deferred under this Section 4.1(d) shall remain credited to the Participant’s Deferral Account and shall be subject to all of the terms and conditions of this Plan until paid to the Participant.

4.2 Events Impacting Distribution of Deferred Compensation. Notwithstanding any previously selected Withdrawal Dates, the following events may alter the timing of the Distribution from a Participant’s Deferral Account. In all situations other than Section 4.2(a), no payment triggered by a Participant’s Separation from Service may occur prior to the six month anniversary of such Separation from Service. Any payment delayed on account of the previous sentence shall be made (or commence to be made in the case of installment distributions) in the calendar quarter immediately following the calendar quarter in which such six-month anniversary occurs.

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(a) Distribution due to Death. If a Participant dies while employed by the Company or serving as a Director or while receiving a distribution, all amounts in the Participant’s Deferral Accounts will be distributed in a single lump-sum payment to his Beneficiaries on or before the ninetieth day after the Participant’s death, provided, however, that the Beneficiaries will not have the right to designate the taxable year of payment.

(b) Disability. If a Participant’s Separation from Service occurs as a result of Disability, and he has an aggregate balance in all of his Deferral Accounts under the Plan of least $50,000 at the time of Separation from Service, subject to Section 4.1(b) and the six-month payment delay described in the first paragraph of this Section 4.2, the Participant’s previously selected Withdrawal Dates will remain; provided, however, if he has an aggregate balance in all of his Deferral Accounts under the Plan of less than $50,000, the Participant’s Deferral Accounts will be distributed in a single lump-sum payment on the tenth business day of the first calendar quarter commencing after the Participant’s Separation from Service, subject to the six-month payment delay described in the first paragraph of this Section 4.2.

(c) Change in Employment due to a Divestiture. If a Participant’s Separation from Service occurs in direct connection with the sale, lease, outsourcing arrangement or other type of asset transfer or transfers of any facility or any portion of a discrete organizational unit of the Company or a Subsidiary (a “Divestiture”), and he has an aggregate balance in all of his Deferral Accounts under the Plan of at least $50,000 at the time of the Divestiture, subject to Section 4.1(b) and the six-month payment delay described in the first paragraph of this Section 4.2, the Participant’s previously selected Withdrawal Dates will remain in effect for that Deferral Account; provided, however, if he has an aggregate balance in all of his Deferral Accounts under the Plan of less than $50,000, the Participant’s Deferral Account will be distributed in a single lump-sum payment on the tenth business day of the first calendar quarter commencing after the Participant’s Separation from Service, subject to the six-month payment delay described in the first paragraph of this Section 4.2.

(d) Transfer of Deferral Accounts. In the case of a Divestiture, the Administrative Committee shall have the authority to approve the transfer to a nonqualified deferred compensation plan maintained by the Company’s successor of all Deferral Accounts of each Participant who accepts employment with the successor and who is eligible to participate in

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the successor’s plan. In the case of a spin-off of a Subsidiary, the Administrative Committee shall have the authority to approve the transfer to a nonqualified deferred compensation plan maintained by the Subsidiary of all Deferral Accounts of each Participant who remains employed with the Subsidiary and who is eligible to participate in the Subsidiary’s plan.

(e) Distribution due to Separation from Service other than for Death, Disability or a Divestiture. If a Participant’s Separation from Service occurs other than on account of death, Disability, or a Divestiture, and he has an aggregate balance in all of his Deferral Accounts of at least $50,000 at the time of the Separation from Service, subject to Section 4.1(b) and the six-month payment delay described in the first paragraph of this Section 4.2, the Participant’s previously selected Withdrawal Dates will remain. If the Participant has an aggregate balance in all of his Deferral Accounts under the Plan of less than $50,000, the Participant’s Deferral Accounts will be distributed in a single lump-sum payment on the tenth business day of the first calendar quarter commencing after the Participant’s Separation from Service, subject to the six-month payment delay described in the first paragraph of this Section 4.2.

(f) Change in Control. If there is a Change in Control of Motorola, all Participants’ Deferral Accounts will be distributed in a single lump-sum payment within 30 days of the consummation of the transaction. In the event that a payment following a Change in Control would not be a permissible distribution event, as defined in Section 409A(a)(2) of the Code or any regulations or other guidance issued thereunder, then the payment shall be made on the date of payment originally provided for such benefit.

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4.3 Hardship Distribution.

A Participant shall be permitted to elect a Hardship Distribution from his or her Deferral Account prior to the Withdrawal Date, subject to the following restrictions:

(a) The election to take a Hardship Distribution shall be made by filing a form provided by and filed with the Administrative Committee prior to the end of any calendar month.

(b) The Administrative Committee shall have made a determination that the requested distribution constitutes a Hardship Distribution.

(c) The amount determined by the Administrative Committee as a Hardship Distribution shall be paid in a single cash lump sum as soon as practicable after the end of the calendar month in which the Hardship Distribution election is made and approved by the Administrative Committee. The distribution shall be made on a pro rata basis from all of the Participant’s Deferral Accounts.

(d) If a Participant receives a Hardship Distribution, the Participant will be ineligible to participate in the Plan for the balance of the Plan Year and the following Plan Year.

4.4 Credit or Debit of Earnings or Losses.

Unless otherwise provided, a Participant’s Deferral Account will continue to be credited or debited with earnings or losses thereon pursuant to Section 3.1 until all amounts in a Deferral Account are distributed.

4.5 Inability to Locate Participant.

In the event that the Administrative Committee is unable to locate a Participant or Beneficiary within two years following a Withdrawal Date, the amount allocated to the Participant’s Deferral Account shall be forfeited. If, after such forfeiture, the Participant or Beneficiary later claims such benefit, such benefit shall be reinstated without interest or earnings.

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5. ADMINISTRATION

5.1 Administrative Committee.

An Administrative Committee shall be appointed by, and serve at the pleasure of, the Compensation and Leadership Committee of the Board of Directors (the “Compensation Committee”). The number of members comprising the Administrative Committee shall be determined by the Compensation Committee, which may from time to time vary the number of members. The Compensation Committee may remove any member at anytime at its discretion. The Compensation Committee shall fill vacancies in the membership of the Administrative Committee.

5.2 Administrative Committee Action.

The Administrative Committee shall act at meetings by affirmative vote of a majority of the members of the Administrative Committee. The Administrative Committee may also take action by a written consent signed by a majority of members of the Administrative Committee.

5.3 Powers and Duties of the Administrative Committee.

(a) The Administrative Committee, on behalf of the Participants and their Beneficiaries, shall enforce the Plan in accordance with its terms, shall be charged with the general administration of the Plan, and shall have all powers necessary to accomplish its purposes, including, but not by way of limitation, the following:

(1) To select the Funds;

(2) To construe and interpret the terms and provisions of this Plan;

(3) To compute and certify to the amounts payable to Participants and their Beneficiaries;

(4) To maintain all records that may be necessary for the administration of the Plan;

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(5) To provide for the disclosure of all information and the filing or provision of all reports and statements to Participants, Beneficiaries or governmental agencies as shall be required by law;

(6) To make and publish such rules for the regulation of the Plan and procedures for the administration of the Plan as are not inconsistent with the terms hereof;

(7) To appoint a Plan administrator or any other agent, and to delegate to them such powers and duties in connection with the administration of the Plan as the Administrative Committee may from time to time prescribe;

(8) To take all other actions necessary for the administration of the Plan; and

(9) To delegate its powers and duties.

(b) The Administrative Committee shall have the authority to approve (i) the merger into the Plan of any nonqualified deferred compensation plan maintained by any person, firm, partnership, corporation, or other entity (a “Person”) in the event that the Company succeeds by merger, acquisition, consolidation or other transaction, to all or part of the assets or business of, or enters into a joint venture with, such Person and the employees of such Person become employees of the Company or of a Subsidiary who may otherwise become eligible for participation in the Plan, and (ii) the transfer to the Plan of all deferral accounts maintained by the Person pursuant to such plan.

5.4 Construction and Interpretation.

The Committee shall have full discretion to construe and interpret the terms and provisions of this Plan, which interpretations or construction shall be final and binding on all parties, including but not limited to the Company and any Participant or Beneficiary. The Administrative Committee shall administer such terms and provisions in a uniform and nondiscriminatory manner and in full accordance with any and all laws applicable to the Plan. To the extent the Plan is a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code, the Plan is intended to satisfy the requirements of Sections

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409A(a)(2), (3) and (4) and Section 409A(b) of the Code, or any successor provisions, and shall be interpreted and administered to the extent possible in a manner consistent with that intent. The 2010 restatement of the Plan is intended to voluntarily correct, in accordance with Internal Revenue Service Notice 2010-6, certain provisions of the Plan to comply with Section 409A of the Code, and shall be interpreted and administered to the extent possible in a manner consist with that intent.

5.5 Information.

To enable the Administrative Committee to perform its functions, the Company shall supply full and timely information to the Administrative Committee on all matters relating to the Compensation of all Participants, their death or other events which cause termination of their participation in this Plan, and such other pertinent facts as the Administrative Committee may require.

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5.6 Compensation, Expenses and Indemnity.

(a) The members of the Administrative Committee shall serve without compensation for their services hereunder.

(b) To the extent permitted by Delaware law and the Company’s amended Certificate of Incorporation, the Company shall indemnify and hold harmless the Administrative Committee and each member thereof, the Compensation Committee, the Board of Directors and any delegate of the Administrative Committee who is an employee of the Company against any and all expenses, liabilities and claims, including legal fees to defend against such liabilities and claims arising out of their discharge in good faith of responsibilities under or incident to the Plan, other than expenses and liabilities arising out of willful misconduct. This indemnity shall not preclude such further indemnities as may be available under insurance purchased by the Company or provided by the Company.

5.7 Account Statements.

Under procedures established by the Administrative Committee, a Participant shall receive a statement with respect to such Participant’s Deferral Accounts on a quarterly basis.

5.8 Disputes.

(a) Claim.

A person who believes that he or she is being denied a benefit to which he or she is entitled under this Plan (hereinafter referred to as “Claimant”) must file a written request for such benefit with the Administrative Committee and the Secretary of the Company, setting forth his or her claim.

(b) Claim Decision.

Upon receipt of a claim, the Company shall advise the Claimant that a reply will be forthcoming within 90 days and shall, in fact, deliver such reply within such period. The Company may, however, extend the reply period for an additional 90 days for special circumstances.

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If the claim is denied in whole or in part, the Company shall inform the Claimant in writing, setting forth: (A) the specified reason or reasons for such denial; (B) the specific reference to pertinent provisions of this Plan or the rules related to the Plan on which such denial is based; (C) a description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation of why such material or such information is necessary; (D) appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and (E) the time limits for requesting a review under subsection (c).

(c) Request For Review.

Within 60 days after the receipt by the Claimant of the written opinion described above, the Claimant may request in writing that the Administrative Committee review the determination of the Company. Such request must be addressed to the Secretary of the Company, at its then principal place of business. The Claimant or his or her duly authorized representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Administrative Committee. If the Claimant does not request a review within such 60-day period, he or she shall be barred and estopped from challenging the Company’s determination.

(d) Review of Decision.

Within 60 days after the Administrative Committee’s receipt of a request for review, after considering all materials presented by the Claimant, the Administrative Committee will inform the Participant in writing, in a manner calculated to be understood by the Claimant, the decision setting forth the specific reasons for the decision containing specific references to the pertinent provisions of this Plan on which the decision is based. If special circumstances require that the 60 day time period be extended, the Administrative Committee will so notify the Claimant and will render the decision as soon as possible, but no later than 120 days after receipt of the request for review. A Claimant’s compliance with the foregoing provisions of this Section 5.8 is a mandatory prerequisite to a Claimant’s right to commence any legal action with

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respect to any claim for benefits under this Plan. Any further legal action taken by a Participant against the Plan, the Company (and its employees or directors), or the Administrative Committee must be filed in a court of law no later than 6 months after the Administrative Committee’s final decision on review of an appealed claim.

6. MISCELLANEOUS

6.1 Unsecured General Creditor.

Participants and their Beneficiaries, heirs, successors, and assigns shall have no legal or equitable rights, claims, or interest in any specific property or assets of the Company. No assets of the Company shall be held in any way as collateral security for the fulfilling of the obligations of the Company under this Plan. Any and all of the Company’s assets shall be, and remain, the general unpledged, unrestricted assets of the Company. In the event the Company, in its sole discretion, decides to invest in any of the Funds, Participants and Beneficiaries shall have no rights in or to such investments. The Company’s obligation under the Plan shall be merely that of an unfunded and unsecured promise of the Company to pay money in the future, and the rights of the Participants and Beneficiaries shall be no greater than those of unsecured general creditors. It is the intention of the Company that this Plan be unfunded for purposes of the Code and for purposes of Title 1 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

6.2 Restriction Against Assignment.

The Company shall pay all amounts payable hereunder only to the person or persons designated by the Plan and not to any other person or corporation. No part of a Participant’s Deferral Accounts shall be liable for the debts, contracts, or engagements of any Participant, his or her Beneficiary, or successors in interest, nor shall a Participant’s Deferral Accounts be subject to execution by levy, attachment, or garnishment or by any other legal or equitable proceeding, nor shall any such person have any right to alienate, anticipate, sell, transfer, commute, pledge, encumber, or assign any benefits or payments hereunder in any manner whatsoever. If any Participant, Beneficiary or successor in interest is adjudicated

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bankrupt or purports to anticipate, alienate, sell, transfer, commute, assign, pledge, encumber or charge any distribution or payment from the Plan, voluntarily or involuntarily, the Administrative Committee, in its discretion, may cancel such distribution or payment (or any part thereof) to or for the benefit of such Participant, Beneficiary or successor in interest in such manner as the Administrative Committee shall direct.

6.3 Withholding.

There shall be deducted from each payment made under the Plan all taxes that are required to be withheld by the Company in respect to such payment or this Plan. The Company shall have the right to reduce any payment (or compensation) by the amount of cash sufficient to provide the amount of said taxes. Each participant agrees the Company shall have such rights to withhold such taxes.

6.4 Effective Date.

The original effective date of the Plan is January 1, 2001. The Plan previously was amended and restated effective as of January 1, 2005. The Plan as reflected herein is effective as of December 1, 2010.

6.5 Amendment, Modification, Suspension or Termination.

The Board, the Compensation Committee or the Administrative Committee may amend, modify, suspend or terminate the Plan in whole or in part, except that no amendment, modification, suspension or termination shall have any retroactive effect to reduce any amounts allocated to a Participant’s Deferral Accounts. If this Plan is terminated, the amounts allocated to a Participant’s Deferral Accounts shall be distributed to the Participant or, in the event his or her death, his Beneficiary in a lump sum within 30 days following the date of termination.

6.6 Governing Law.

This Plan shall be construed, governed and administered in accordance with the laws of the State of Illinois (without regard to any state’s conflict of laws principles), except when preempted by federal law. Any legal action related to this Plan shall be brought only in a federal or state court located in Illinois.

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6.7 Receipt or Release.

Any payment to a Participant or the Participant’s Beneficiary in accordance with the provisions of the Plan shall, to the extent thereof, be in full satisfaction of all claims against the Administrative Committee, the Compensation Committee, the Board and the Company. The Administrative Committee may require such Participant or Beneficiary, as a condition precedent to such payment, to execute a receipt and release to such effect.

6.8 Payments on Behalf of Persons Under Incapacity.

In the event that any amount becomes payable under the Plan to a person who, in the sole judgment of the Compensation Committee or the Administrative Committee, is considered by reason of physical or mental condition to be unable to give a valid receipt therefore, the Compensation Committee or the Administrative Committee may direct that such payment be made to any person found by the Compensation Committee or the Administrative Committee, in its sole judgment, to have assumed the care of such person. Any payment made pursuant to such determination shall constitute a full release and discharge of the Compensation Committee or the Administrative Committee and the Company.

6.9 Limitation of Rights and Employment Relationship

Neither the establishment of the Plan and Trust nor any modification thereof, nor the creating of any fund or account, nor the payment of any benefits shall be construed as giving to any Participant, or Beneficiary or other person any legal or equitable right against the Company or the trustee of the Trust except as provided in the Plan and Trust; and in no event shall the terms of employment of any Employee or Participant be modified or in any way be affected by the provisions of the Plan and Trust.

6.10 Headings.

Headings and subheadings in this Plan are inserted for convenience of reference only and are not to be considered in the construction of the provisions hereof.

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EX-10.60

Exhibit 10.60

MOTOROLA SOLUTIONS, INC.

2011 EXECUTIVE SEVERANCE PLAN

1. Purpose.

The purpose of the Motorola Solutions, Inc. Executive Severance Plan (the “2011 ESP”) is to provide severance pay and benefits to Eligible Executives whose employment with Motorola, Solutions, Inc. (formerly Motorola, Inc.) and its U.S. Affiliates and/or U.S. Subsidiaries (“Motorola Solutions” or the “Company”) is terminated under certain circumstances. The 2011 ESP is effective as of February 1, 2011 for all Eligible Executives who start their employment or are first promoted to be a vice president by Motorola Solutions on or after February 1, 2011. The 2011 ESP will be effective February 1, 2014 for all other persons who are Appointed Vice Presidents, Corporate Vice Presidents, Senior Vice Presidents or Executive Vice Presidents or whose salary grade is EXB, EXC, EXS, or EXV as of January 31, 2011, whose Separation Date occurs on or after February 1, 2014 and whose termination is a Qualifying Termination as defined herein. The 2011 ESP is intended to be an “employee welfare benefit plan” as defined in Section 3(1) of ERISA maintained primarily for the purpose of providing benefits for a select group of management or highly compensated employees. All benefits under the 2011 ESP shall be paid solely from the general assets of Motorola Solutions.

2. Eligibility.

(a) General Rules. An Eligible Executive shall receive the Severance Pay and benefits described in this 2011 ESP if the Eligible Executive’s employment with Motorola Solutions is terminated by Motorola Solutions 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 2011 ESP, in addition to fulfilling the conditions and complying with the terms of the 2011 ESP, an Eligible Executive, as hereinafter provided, must execute and not revoke a general waiver and release in the form provided by Motorola Solutions (“General Release”) within the period specified in Section 4(b) and must not be in breach of any agreement with Motorola Solutions containing restrictive covenants, or any other agreement with or obligation to Motorola Solutions for the protection of Motorola Solutions’ confidential and proprietary information.

(b) Effect of Other Plans and Agreements.

(i) An Eligible Executive shall not receive Severance Pay and benefits under this 2011 ESP if the Eligible Executive is eligible for and receives severance pay and benefits under the Motorola Solutions, Inc. 2011 Senior Officer Change in Control Plan (the “2011 CIC Plan”), 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 the 2011 CIC Plan shall be reduced by the Severance Pay and medical benefits actually received by such Executive under this 2011 ESP. Following the Change in Control, the Eligible Executive who is eligible for and is receiving severance pay and benefits under the 2011 CIC Plan shall be entitled to no further Severance Pay and benefits under this 2011 ESP.

(ii) Subject to Section 2(b)(i) above, if an individual has entered into an individual employment or other contract with Motorola Solutions 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 Solutions-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 reduced by the Severance Allowance provided under this 2011 ESP to the extent such cash compensation either does not provide for the deferral of compensation under Section 409A of the Code or is paid at the same time and in the same manner as severance paid under Section 3 hereunder. In all other respects, the terms of the individual agreement shall apply and shall supersede the terms of this 2011 ESP.

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 Eligible Executive entitled to Severance Pay shall continue to receive the Base Salary that comprises his Severance Allowance (subject to withholding of all applicable taxes) for the entire Severance Period, payable in the same manner and under the same payroll practice applicable to the Eligible Executive as it was being paid on his Separation Date. The first installment of such Base Salary shall be paid with the first normal pay period applicable to the Eligible Executive that occurs on or after 60 calendar days after the Executive’s Separation Date, provided that the Eligible Executive has signed and not revoked the General Release prior to that date. Such first installment shall include any installments of Base Salary that would have been payable under the normal payroll practice applicable to the Eligible Executive during such 60 calendar day period. Each payment of Severance Pay and benefits to the Eligible Executive under this 2011 ESP, 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 AIP Award for Separation Year. If an Eligible Executive receiving a Severance Allowance under this 2011 ESP participates in the Motorola Solutions, Inc. Annual Incentive Plan (“AIP Plan”) during the Separation Year, he or she shall receive, in lieu of any incentive bonus under the AIP Plan, the equivalent of a pro rata AIP Award based on actual business results for the Separation Year (“Alternate AIP Award”) and with an individual performance factor of 1.0, which Alternate AIP 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 AIP Award Payment Date”). The applicable pro rata

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amount shall be determined by multiplying (i) the product of the Eligible Executive’s Eligible Earnings, as defined in the AIP Plan, times his or her AIP Plan target percentage for the Separation Year times the business performance factor under the AIP 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 AIP Award may not receive an AIP Award under the AIP Plan for the Separation Year under any circumstances.

(d) Alternate SIP Award for Separation Year. If an Eligible Executive receiving a Severance Allowance under this 2011 ESP 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 2011 ESP 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 AIP 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 2011 ESP 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 2011 ESP 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 Solutions 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

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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 Solutions and considered imputed income to the Eligible Executive. The Eligible Executive is responsible for the payment of income tax due as a result of such imputed income. After the total period of medical benefit continuation provided in this 2011 ESP, 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 Solutions 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 2011 ESP 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 2011 ESP, the continued Medical Plan coverage will end.

(h) Outplacement. Motorola Solutions also will provide senior executive outplacement and career continuation services by a firm to be selected by Motorola Solutions 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 2011 ESP, the effect of an Eligible Executive’s termination and this 2011 ESP upon the Eligible Executive’s participation in, or coverage under, any of Motorola Solutions’ benefit or compensation plans, including but not limited to the Motorola Omnibus Incentive Plan of 2006, as amended and restated, the Motorola Solutions Annual 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 Solutions Supplemental Pension Plan, the Motorola Elected Officers Life Insurance Plan, the Long Range Incentive Plans for any given performance cycle, the Motorola Management Deferred Compensation Plan, the Motorola Solutions 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 Solutions is making no guarantee, warranty or representation in this 2011 ESP regarding any position that may be taken by any administrator or plan regarding the effect of this 2011 ESP upon the Eligible Executive’s rights, benefits or coverage under those plans and agreements.

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(j) Financial Planning Services. Notwithstanding anything to the contrary in Section 3(i) above, for any Eligible Executive who participates in the Motorola Solutions Financial Planning Program on such Eligible Executive’s Separation Date, Motorola Solutions will pay the Eligible Executive’s financial planning vendor for services rendered pursuant to the Motorola Solutions 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 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 Solutions 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 Solutions 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 Solutions 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 Solutions, Inc.’s most senior Human Resources officer for compelling business reasons, as determined in his or her discretion. The Alternate AIP 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 AIP Plan or an officer-level SIP Plan for the performance period in which the Separation Date occurred, provided further that the payment under the AIP Plan or an officer level SIP Plan for the performance period of reinstatement will be paid at the same time either the Alternate AIP Award or Alternate SIP Award would have been paid if not so waived. In no event may the Eligible Executive receive an Alternate AIP Award or Alternate SIP Award and either an actual AIP 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 Solutions, 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 AIP Award and/or Alternate SIP Award.

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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 Solutions, Inc.’s Chief Executive Officer or a member of Motorola Solutions’ Senior Leadership Team, Motorola Solutions, 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 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 Solutions 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 Solutions 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 Solutions, as well as various other agreements for the protection of Motorola Solutions’ 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 Solutions 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 first anniversary of the Separation Date, (ii) his or her title in any such engagement, (iii) his or her duties and

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responsibilities in any such engagement and (iv) any information Motorola Solutions reasonably requests in order to determine the Eligible Executive’s compliance with the above-referenced agreements and this 2011 ESP. By accepting the Severance Pay and benefits outlined herein, the Eligible Executive authorizes Motorola Solutions to provide a copy of any agreement between him or her and Motorola Solutions for the protection of Motorola Solutions’ 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.

(b) Release of Claims. In order to receive the Severance Pay and benefits available under the 2011 ESP, 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 and the period for revocation of such release, if any, shall have expired no later than sixty (60) days after the Eligible Executive’s Separation Date.

The Plan Administrator may from time to time alter the specific terms of the General Release used for purposes of the 2011 ESP, 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 Solutions or its good will, products or business opportunities, or in any manner detrimental to Motorola Solutions, 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 Solutions by his or her Separation Date all property belonging to Motorola Solutions 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 Solutions and non-Motorola Solutions 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 Solutions 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 Solutions 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 Solutions will indemnify the Eligible Executive for judgments, fines, penalties,

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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 Solutions, provided that if the matter is a civil action, he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of Motorola Solutions 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 2011 ESP. 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 Solutions all sums received from Motorola Solutions and shall forfeit all sums as yet unpaid 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 of the Executive at his or her Separation Date. In addition, Motorola Solutions 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 2011 ESP 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 Solutions as a result of the breach.

By accepting Severance Pay and benefits under this 2011 ESP, each Eligible Executive acknowledges that the harm caused to Motorola Solutions by the breach or anticipated breach of Section 4(a) and (c) through (e) of this 2011 ESP will be irreparable. The Eligible Executive agrees Motorola Solutions may obtain injunctive relief against him or her in addition to and cumulative with any other legal or equitable rights and remedies Motorola Solutions may have pursuant to this 2011 ESP 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 Solutions, 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 2011 ESP, each party will pay its own fees and costs.

5. Plan Administration.

The Plan Administrator is the party responsible for the administration of the 2011 ESP. A Human Resources employee at the level of Director or above who is appointed by the Compensation and Leadership Committee will serve as the “Plan Administrator” of the 2011 ESP 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 2011 ESP. In his or her role of administering the 2011 ESP, 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 2011 ESP, including the making of factual determinations, as the Plan

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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 2011 ESP 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 deems reasonably necessary with respect to the 2011 ESP. 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 2011 ESP.

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 2011 ESP, 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 2011 ESP 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 2011 ESP’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 2011 ESP 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 2011 ESP 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 Solutions, Inc., by action of its Compensation and Leadership Committee, reserves the right to amend this 2011 ESP, in whole or in part, or to discontinue or terminate the 2011 ESP, at any time in its sole discretion. No amendment, discontinuance or termination, however, may adversely affect the rights of any person who would be an Eligible Executive if his or her Separation Date occurred on or before the date of such amendment or termination without (i) one (1) year’s advance written notice of such amendment or termination

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or (ii) his or her written consent if such person (x) is then receiving Severance Pay and benefits under the 2011 ESP, or (y) is entitled to receive Severance Pay and benefits under the 2011 ESP on account of a prior Qualifying Termination. In addition to the foregoing, for a period of at least two (2) years following a Change in Control, the 2011 ESP shall continue in full force and effect and shall not terminate or expire until after all Eligible Executives who become entitled to any Severance Pay or benefits hereunder shall have received such Severance Pay and benefits in full.

(b) Withholding. Motorola Solutions shall be entitled to withhold or cause to be withheld from amounts to be paid under this 2011 ESP 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 2011 ESP, the payments and benefits provided under this 2011 ESP are intended to comply with Code Section 409A, and the provisions of this 2011 ESP 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 Solutions, Inc. may modify the payments and benefits under this 2011 ESP at any time solely as necessary to avoid adverse tax consequences under Code Section 409A. Notwithstanding any provision in this 2011 ESP 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 Solutions 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 2011 ESP shall not be deemed to give any employee or other person any right to be retained in the employ of Motorola Solutions or its Affiliates or Subsidiaries or to interfere with the right of Motorola Solutions 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 2011 ESP 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 2011 ESP 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 2011 ESP and any referenced agreements or award documents.

(f) Severability. If any provision of the 2011 ESP is held to be invalid or unenforceable, its invalidity or unenforceability will not affect any other provision of the 2011 ESP, and the 2011 ESP will be construed and enforced as if such provision had not been included.

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(g) Successors.

(i) Motorola Solutions, 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 Solutions, Inc. expressly to assume and agree to perform this 2011 ESP in the same manner and to the same extent Motorola Solutions, Inc. would be required to perform if no such succession had taken place. This 2011 ESP shall be binding upon, inure to the benefit of and be enforceable by Motorola Solutions, Inc. and any successor to Motorola Solutions, Inc., including without limitation any persons acquiring directly or indirectly all or substantially all of the business and/or assets of Motorola Solutions, Inc. whether by purchase, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed to be “Motorola Solutions, Inc.” for the purposes of this 2011 ESP), and the Eligible Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributes and/or legatees.

(ii) This 2011 ESP is intended to be for the exclusive benefit of Motorola Solutions 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.

“2011 ESP” means the Motorola Solutions, Inc. 2011 Executive Severance Plan.

“Affiliate” means any corporation or entity other than Motorola Solutions, 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 Solutions, Inc. determined in accordance with Sections 414(b) or (c) of the Code.

“Alternate AIP 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 Solutions.

“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 Solutions, Inc. representing 20% or more of the combined voting power of Motorola Solutions, Inc.’s then outstanding securities (other than Motorola Solutions, Inc. or any employee benefit plan of Motorola Solutions, Inc.’s or of an Affiliate or Subsidiary; and, for purposes of the 2011 ESP, no Change in Control shall be

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deemed to have occurred as a result of the “beneficial ownership,” or changes therein, of Motorola Solutions, Inc.’s securities by either of the foregoing), (b) there shall be consummated (i) any consolidation or merger of Motorola Solutions, Inc. in which Motorola Solutions, 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 Solutions, 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 Solutions, Inc. other than any such transaction with entities in which the holders of the Motorola Solutions Inc.’s common stock, directly or indirectly, have at least a 65% ownership interest, (c) the stockholders of Motorola Solutions, Inc. approve any plan or proposal for the liquidation or dissolution of Motorola Solutions, 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 Solutions, 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 Solutions, Inc. Board of Directors.

“Code” means the Internal Revenue Code of 1986, as amended.

“Eligible Executive” means (w) any (i) Appointed Vice President, Corporate Vice President, Senior Vice President or Executive Vice President of Motorola Solutions on the date of his or her Separation Date or (ii) other person whose salary grade is EXB, EXC, EXS, or EXV on his or her Separation Date, (x) whose Pay Country is the United States of America, (y) whose (i) employment with Motorola Solutions commenced or who was first promoted as a vice president on or after February 1, 2011, or (ii) who is an Appointed Vice President, Corporate Vice President, Senior Vice President or Executive Vice President, or whose salary grade is EXB, EXC, EXS, or EXV as of January 31, 2011, but whose Separation Date occurs on or after February 1, 2014, and (z) whose employment with Motorola Solutions is terminated in a Qualifying Termination. An employee or officer of Motorola Solutions who is not an Eligible Executive shall not be entitled to any Severance Pay or benefits under the 2011 ESP.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Motorola Solutions” means Motorola Solutions, 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 Administrator” has the meaning provided in Section 5.

“Qualifying Termination” means termination of employment with Motorola Solutions in which the employment relationship is terminated by Motorola Solutions, specifically excluding, however:

(a) voluntary termination from employment with Motorola Solutions, including voluntary termination due to retirement, or retirement at any applicable mandatory retirement age;

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(b) termination of employment due to Total and Permanent Disability;

(c) termination of employment by Motorola Solutions for Cause;

(d) termination of employment if the employee or officer (i) accepts employment 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 Solutions or of a Subsidiary; (ii) is offered employment 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 Solutions or of a Subsidiary, provided that the employment offer includes a base salary, target annual incentive and/or retention bonus and active medical benefits (but without regard to retiree medical benefits, if any) that are comparable, in the aggregate to the base salary and target annual incentive and active medical benefits provided by Motorola Solutions at the time the offered employment is to become effective, or (iii) remains employed by an Affiliate or Subsidiary that is sold, or whose shares are distributed to Motorola Solutions, Inc.’s stockholders in a spin-off or similar transaction;

(e) termination of employment with Motorola Solutions which is followed by immediate or continued employment by Motorola Solutions 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 Solutions’ 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 AIP 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 Solutions, Inc. and which Motorola Solutions, Inc. consolidates for financial reporting purposes.

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“Total and Permanent Disability” means entitlement to long term disability benefits under the Motorola Solutions 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
Level/Salary Grade	Severance Allowance	Alternate AIP Award—AIP Participants	Alternate SIP Award—SIP Participants	Welfare Plan Benefits; Outplacement; Financial Planning Services
Appointed Vice President and/or Salary Grade EXB	9 months of Base Salary (“Severance Allowance”)	The Alternate AIP 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 AIP 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).

EX-10.61

Exhibit 10.61

MOTOROLA SOLUTIONS, INC.

LEGACY AMENDED AND RESTATED EXECUTIVE SEVERANCE PLAN

1. Purpose.

The purpose of the Motorola Solutions, Inc. Legacy Executive Severance Plan (the “ Legacy Plan”) is to provide severance pay and benefits to Eligible Executives whose employment with Motorola Solutions, Inc. and its successors, U.S. Affiliates and/or U.S. Subsidiaries (“Motorola Solutions” or the “Company”) is terminated under certain circumstances. The Legacy Plan, as amended and restated, is effective February 1, 2011 and is applicable to Eligible Executives who are Appointed Vice Presidents, Corporate Vice Presidents, Senior Vice Presidents or Executive Vice Presidents, or whose salary grade is EXB, EXC, EXS, or EXV, on or before January 31, 2011 and whose Separation Date occurs on or before January 31, 2014. The Legacy Plan is intended to be an “employee welfare benefit plan” as defined in Section 3(1) of ERISA maintained primarily for the purpose of providing benefits for a select group of management or highly compensated employees. All benefits under the Legacy Plan shall be paid solely from the general assets of Motorola Solutions.

2. Eligibility.

(a) General Rules. An Eligible Executive shall receive the Severance Pay and benefits described in this Legacy Plan if the Eligible Executive’s employment with Motorola Solutions is terminated by Motorola Solutions 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 Legacy Plan, in addition to fulfilling the conditions and complying with the terms of the Legacy Plan, an Eligible Executive, as hereinafter provided, must execute and not revoke a general waiver and release in the form provided by Motorola Solutions (“General Release”) and must not be in breach of any agreement with Motorola Solutions containing restrictive covenants, or any other agreement with or obligation to Motorola Solutions for the protection of Motorola Solutions’ confidential and proprietary information.

(b) Effect of Other Plans and Agreements.

(i) An Eligible Executive shall not receive Severance Pay and benefits under this Legacy Plan if the Eligible Executive is eligible for and receives severance pay and benefits under the Motorola Solutions, Inc. Senior Officer Change in Control Plan, the Motorola Solutions, Inc. Corporate Officer Change in Control Plan, or the Motorola Solutions, 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 Legacy 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 Legacy Plan shall be entitled to no further Severance Pay and benefits under this Legacy Plan.

(ii) Subject to Section 2(b)(i) above, if an individual has entered into an individual employment or other contract with Motorola Solutions 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 Solutions-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 Legacy 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 Legacy 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 Legacy 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 AIP Award for Separation Year. If an Eligible Executive receiving a Severance Allowance under this Legacy Plan participates in the Motorola Solutions Annual Incentive Plan (“AIP Plan”) during the Separation Year, he or she shall receive, in lieu of any incentive bonus under the AIP Plan, the equivalent of a pro rata AIP Award based on actual business results for the Separation Year (“Alternate AIP Award”) and with an individual performance factor of 1.0, which Alternate AIP 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 AIP 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 AIP Plan, times his or her AIP Plan target percentage for the Separation Year times the business performance factor under the AIP 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 AIP Award may not receive an AIP Award under the AIP Plan for the Separation Year under any circumstances.

(d) Alternate SIP Award for Separation Year. If an Eligible Executive receiving a Severance Allowance under this Legacy 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 Legacy 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 AIP 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 Legacy 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 Legacy 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,

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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 Solutions 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 Solutions and considered imputed income to the Eligible Executive. The Eligible Executive is responsible for the payment of income tax due as a result of such imputed income. After the total period of medical benefit continuation provided in this Legacy 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 Solutions 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 Legacy 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 Legacy Plan, the continued Medical Plan coverage will end.

(h) Outplacement. Motorola Solutions also will provide senior executive outplacement and career continuation services by a firm to be selected by Motorola Solutions 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 Legacy Plan, the effect of an Eligible Executive’s termination and this Legacy Plan upon the Eligible Executive’s participation in, or coverage under, any of Motorola Solutions’ benefit or compensation plans, including but not limited to the Motorola Omnibus Incentive Plan of 2006, as amended and restated, the Motorola Solutions Annual 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 Solutions Supplemental Pension Plan, the Motorola Elected Officers Life Insurance Plan, the Long Range Incentive Plans for any given performance cycle, the Motorola Management Deferred Compensation Plan, the Motorola Solutions 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 Solutions is making no guarantee, warranty or representation in this Legacy Plan regarding any position that may be taken by any administrator or plan regarding the effect of this Legacy 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 Solutions Financial Planning Program on such Eligible Executive’s Separation Date, Motorola Solutions will pay the Eligible Executive’s financial planning vendor for services rendered pursuant to the Motorola Solutions 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 the amount of expenses eligible for payment, or in-kind benefits to be provided, in any other taxable year.

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(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 Solutions 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 Solutions 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 Solutions 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 Solutions, Inc.’s most senior Human Resources officer for compelling business reasons, as determined in his or her discretion. The Alternate AIP 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 AIP Plan or an officer-level SIP Plan for the performance period in which the Separation Date occurred, provided further that the payment under the AIP Plan or an officer level SIP Plan for the performance period of reinstatement will be paid at the same time either the Alternate AIP Award or Alternate SIP Award would have been paid if not so waived. In no event may the Eligible Executive receive an Alternate AIP Award or Alternate SIP Award and either an actual AIP 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 Solutions, 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 AIP 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 Solutions, Inc.’s Chief Executive Officer or a member of Motorola Solutions’ Senior Leadership Team, Motorola Solutions, 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 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 Solutions 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 Solutions 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.

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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 Solutions, as well as various other agreements for the protection of Motorola Solutions’ 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 Solutions 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 first 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 Solutions reasonably requests in order to determine the Eligible Executive’s compliance with the above-referenced agreements and this Legacy Plan. By accepting the Severance Pay and benefits outlined herein, the Eligible Executive authorizes Motorola Solutions to provide a copy of any agreement between him or her and Motorola Solutions for the protection of Motorola Solutions’ 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.

(b) Release of Claims. In order to receive the Severance Pay and benefits available under the Legacy 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 Legacy 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 Solutions or its good will, products or business opportunities, or in any manner detrimental to Motorola Solutions, 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 Solutions by his or her Separation Date all property belonging to Motorola Solutions 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 Solutions and non-Motorola Solutions 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 Solutions 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 Solutions 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

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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 Solutions 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 Solutions, provided that if the matter is a civil action, he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of Motorola Solutions 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 Legacy 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 Solutions all sums received from Motorola Solutions 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 of the Executive at his or her Separation Date. In addition, Motorola Solutions 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 Legacy 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 Solutions as a result of the breach.

By accepting Severance Pay and benefits under this Legacy Plan, each Eligible Executive acknowledges that the harm caused to Motorola Solutions by the breach or anticipated breach of Section 4(a) and (c) through (e) of this Legacy Plan will be irreparable. The Eligible Executive agrees Motorola Solutions may obtain injunctive relief against him or her in addition to and cumulative with any other legal or equitable rights and remedies Motorola Solutions may have pursuant to this Legacy 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 Solutions, 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 Legacy 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 Legacy Plan. A Human Resources employee at the level of Director or above who is appointed by the Compensation and Leadership Committee of the Board of Directors will serve as the “Plan Administrator” of the Legacy 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 Legacy Plan. In his or her role of administering the Legacy 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 Legacy 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 Legacy 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 deems reasonably necessary with respect to the Legacy 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 Legacy Plan.

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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 Legacy 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 Legacy 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;

• 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 Legacy 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

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(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 Legacy 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) Duration. This Legacy Plan shall expire on January 31, 2014. Notwithstanding the above, if, on or before January 31, 2014, the Separation Date of any Eligible Executive occurs, this Legacy Plan shall govern the rights of the affected Eligible Executive and shall continue in full force and effect until after all Eligible Executives who become entitled to any payments or benefits hereunder shall have received such payments and benefits in full.

(b) Amendment. Motorola Solutions, Inc., by action of its Compensation and Leadership Committee, reserves the right to amend this Legacy Plan, in whole or in part, or to discontinue or terminate the Legacy Plan, at any time in its sole discretion. No amendment, discontinuance or termination, however, may adversely affect the rights of any person who would be an Eligible Executive if his or her Separation Date occurred on or before the date of such amendment or termination without (i) one (1) year’s advance written notice of such notice of such amendment or termination or (ii) his or her written consent if such person (x) is then receiving Severance Pay and benefits under the Legacy Plan or (y) is entitled to receive Severance Pay and benefits under the Legacy Plan on account of a prior Qualifying Termination.

(c) Withholding. Motorola Solutions shall be entitled to withhold or cause to be withheld from amounts to be paid under this Legacy 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.

(d) Compliance with Section 409A. Notwithstanding anything to the contrary contained in this Legacy Plan, the payments and benefits provided under this Legacy Plan are intended to comply with Code Section 409A, and the provisions of this Legacy 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 Solutions, Inc. may modify the payments and benefits under this Legacy Plan at any time solely as necessary to avoid adverse tax consequences under Code Section 409A. Notwithstanding any provision in this Legacy 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 Solutions 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.

(e) No Implied Employment Rights. The Legacy Plan shall not be deemed to give any employee or other person any right to be retained in the employ of Motorola Solutions or its Affiliates or Subsidiaries or to interfere with the right of Motorola Solutions or its Affiliates or Subsidiaries to discharge any employee or other person at any time and for any reason.

(f) Governing Law and Venue. This Legacy 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 Legacy 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 Legacy Plan and any referenced agreements or award documents.

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(g) Severability. If any provision of the Legacy Plan is held to be invalid or unenforceable, its invalidity or unenforceability will not affect any other provision of the Legacy Plan, and the Legacy Plan will be construed and enforced as if such provision had not been included.

(h) Successors.

(i) Motorola Solutions, 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 Solutions, Inc. expressly to assume and agree to perform this Legacy Plan in the same manner and to the same extent Motorola Solutions, Inc. would be required to perform if no such succession had taken place. This Legacy Plan shall be binding upon, inure to the benefit of and be enforceable by Motorola Solutions, Inc. and any successor to Motorola Solutions, Inc., including without limitation any persons acquiring directly or indirectly all or substantially all of the business and/or assets of Motorola Solutions, Inc. whether by purchase, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed to be “Motorola Solutions, Inc.” for the purposes of this Legacy Plan), and the Eligible Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributes and/or legatees.

(ii) This Legacy Plan is intended to be for the exclusive benefit of Motorola Solutions 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 Solutions, 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 Solutions, Inc. determined in accordance with Sections 414(b) or (c) of the Code.

“Alternate AIP 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 Solutions.

“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 Solutions, 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 Solutions, Inc. representing 20% or more of the combined voting power of Motorola Solutions, Inc.’s then outstanding securities (other than Motorola Solutions, Inc. or any employee benefit plan of Motorola Solutions, Inc.’s or of an Affiliate or Subsidiary; and, for purposes of the Legacy Plan, no Change in Control shall be deemed to have occurred as a result of the “beneficial ownership,” or changes therein, of Motorola Solutions, Inc.’s securities by either of the foregoing), (b) there shall be consummated (i) any consolidation or merger of Motorola Solutions, Inc. in which Motorola Solutions, 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 Solutions, 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 Solutions, Inc. other than any such transaction with entities in which the holders of the Motorola Solutions Inc.’s common stock, directly or indirectly, have at least a 65% ownership interest, (c) the stockholders of

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Motorola Solutions, Inc. approve any plan or proposal for the liquidation or dissolution of Motorola Solutions, 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 Solutions, 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 Solutions, Inc. Board of Directors.

“Code” means the Internal Revenue Code of 1986, as amended.

“Eligible Executive” means (w) any (i) Appointed Vice President, Corporate Vice President, Senior Vice President or Executive Vice President of Motorola Solutions on his or her Separation Date, provided the Separation Date is on or before January 31, 2014 or (ii) other person whose salary grade is EXB, EXC, EXS, or EXV on his or her Separation Date, provided the Separation Date is on or before January 31, 2014, (x) whose Pay Country is the United States of America, (y) who is an Appointed Vice President, Corporate Vice President, Senior Vice President or Executive Vice President or whose salary grade is EXB, EXC, EXS, or EXV on or before January 31, 2011 and (z) whose employment with Motorola Solutions is terminated in a Qualifying Termination. An employee or officer of Motorola Solutions who is not an Eligible Executive shall not be entitled to any Severance Pay or benefits under the Legacy Plan.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Legacy Plan” means the Motorola Solutions, Inc. Legacy Executive Severance Plan, as amended and restated effective February 1, 2011 (formerly, named the Motorola, Inc. Executive Severance Plan).

“Motorola Solutions” means Motorola Solutions, 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 Administrator” has the meaning provided in Section 5.

“Qualifying Termination” means termination of employment with Motorola Solutions in which the employment relationship is terminated by Motorola Solutions, specifically excluding, however:

(a) voluntary termination from employment with Motorola Solutions, 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 Solutions for Cause;

(d) termination of employment if the employee or officer (i) accepts employment 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 Solutions or of a Subsidiary; (ii) is offered employment 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 Solutions or of a Subsidiary, provided that the employment offer includes a base salary, target annual incentive and/or retention bonus and active medical benefits (but without regard to retiree medical benefits, if any) that are comparable, in the aggregate to the base salary and target annual incentive and active medical benefits provided by Motorola Solutions at the time the offered employment is to become effective, or (iii) remains employed by an Affiliate or Subsidiary that is sold, or whose shares are distributed to Motorola Solutions, Inc.’s stockholders in a spin-off or similar transaction;

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(e) termination of employment with Motorola Solutions which is followed by immediate or continued employment by Motorola Solutions 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 Solutions’ 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 AIP 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 Solutions, Inc. and which Motorola Solutions, Inc. consolidates for financial reporting purposes.

“Total and Permanent Disability” means entitlement to long term disability benefits under the Motorola Solutions 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
Level/Salary Grade	Severance Allowance	Alternate AIP Award— AIP Participants	Alternate SIP Award— SIP Participants	Welfare Plan Benefits; Outplacement; Financial Planning Services
Appointed Vice President and/or Salary Grade EXB	9 months of Base Salary (“Severance Allowance”)	The Alternate AIP 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 AIP 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).

EX-12

Exhibit 12

Motorola Solutions, Inc. and Subsidiaries

Computation of Ratio of Earnings to Fixed Charges

	Years Ended December 31,
(In Millions)	2010		2009			2008			2007			2006
Pretax income (loss) (1)	$	666	$	(502	)	$	(2,858	)	$	(347	)	$	4,605
Capitalized interest		—		—			—			—			—
Fixed charges
(as calculated below)		266		261			282			432			404
Earnings (2)	$	932	$	(241	)	$	(2,576	)	$	85		$	5,009
Fixed charges:
Interest expense	$	222	$	213		$	225		$	360		$	330
Rent expense interest factor		44		49			57			72			74
Total fixed charges (2)	$	266	$	261		$	282		$	432		$	404
Ratio of earnings to fixed charges		3.5		N/A	(3)		N/A	(3)		0.2			12.4

Notes

(1) After adjustments required by Item 503 (d) of SEC Regulation S-K.

(2) As defined in Item 503 (d) of SEC Regulation S-K.

(3) Earnings were inadequate to cover fixed charges for the year ended December 31, 2009 and 2008 by $241 million and $2.6 billion, respectively.

EX-21

Exhibit 21

MOTOROLA SOLUTIONS, INC.

LISTING OF MAJOR SUBSIDIARIES

12/31/2010

Motorola Australia Propriety Limited	Australia
TETRON Sicherheitsnetz Einrichtungs- und BetriebsgmbH	Austria
Motorola Industrial Ltda.*	Brazil
Symbol Technologies Do Brasil S.A.	Brazil
Motorola Solutions Industria de Produtos de Banda Larga Movel Ltda.	Brazil
Motorola Canada Limited	Canada
Motorola Mobility Canada Ltd.*	Canada
Motorola (China) Electronics, Ltd.	China
Hangzhou Motorola Cellular Equipment Co., Ltd.	China
Beijing Humanin Smartcard Systems Manufacturing Co. Ltd.	China
Motorola (China) Investment Ltd.	China
Motorola Mobility Technologies (China) Co., Ltd.*	China
Motorola (Beijing) Mobility Technologies Co., Ltd.*	China
Motorola Solutions CZ s.r.o.	Czech Republic
Dansk Beredsskabskommunikation A/S	Denmark
Motorola, S.A.S.	France
Motorola G.m.b.h.	Germany
Motorola Mobility Germany GmbH*	Germany
Motorola Asia Pacific Limited	Hong Kong
Motorola AirCommunication Limited	Hong Kong
Motorola Asia Limited	Hong Kong
Motorola India Private Limited	India
Motorola Mobility India Private Limited*	India
Motorola Mobility Chennai Private Limited*	India
Motorola Israel Ltd.	Israel
Motorola South Israel Limited	Israel
Motorola Japan Limited	Japan
Motorola LMR Holding GK	Japan
MV I LLC	Japan
Vertex Standard Co., Ltd.	Japan
Yaesu Musen K.K.	Japan
Motorola Korea, Inc.*	Korea
Motorola Electronics Sdn. Bhd.	Malaysia
Motorola Technology Sdn. Bhd.	Malaysia
Motorola de Mexico, S.A.	Mexico
Motorola de Reynosa, S. De R.L. de C.V.	Mexico
Motorola Comercial, S.A. de C.V.*	Mexico
Monteria Holdings B.V.	Netherlands
Symbol Technologies C.V.	Netherlands
Motorola Arabia, Inc.	Saudi Arabia
Motorola Electronics Pte. Limited	Singapore
Motorola Mobility South Africa (Proprietary) Limited*	South Africa
Symbol Technologies SLU	Spain
Kreatel Communications A.B.*	Sweden
UIQ Technology AB*	Sweden
General Instrument of Taiwan Ltd.*	Taiwan
Motorola Limited	UK
Motorola Mobility UK Ltd.*	UK
Symbol Technologies UK Limited	UK
Telxon Limited	UK

Motorola Finance EMEA Limited	UK
Quantum Bridge Communications, Inc.*	US
Symbol Technologies, Inc.	US
Telxon Corporation	US
AirDefense, Inc.	US
General Instrument Corporation*	US
Motorola Wireline Networks, Inc.*	US
Modulus Video, Inc.*	US
Leapstone Systems, Inc.*	US
Iridium Central America and Mexico, Inc.*	US
Music Choice*	US
Netopia, Inc.*	US
General Instrument Authorization Services, Inc.*	US
Network Ventures I, Inc.	US
Symbol Technologies Finance, Inc.	US
MeshNetworks, Inc.	US
Tut Systems, Inc.*	US
Broadbus Technologies, Inc.*	US
Motorola Credit Corporation	US
Motorola Receivables Corporation	US
Terayon Communications Systems, Inc.*	US
Vertex Standard USA, Inc.	US
Motorola Mobility, Inc.*	US

* Indicates subsidiaries distributed as part of Motorola Mobility Holdings, Inc. on January 4, 2011.

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Gregory Q. Brown, Motorola Solutions, Inc., certify that:

1. I have reviewed this annual report on Form 10-K of Motorola Solutions, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 18, 2011

/s/ GREGORY Q. BROWN

Gregory Q. Brown

Chief Executive Officer

Motorola Solutions, Inc.

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Edward J. Fitzpatrick, Senior Vice President and Chief Financial Officer, Motorola Solutions, Inc., certify that:

1. I have reviewed this annual report on Form 10-K of Motorola Solutions, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 18, 2011

/s/ EDWARD J. FITZPATRICK

Edward J. Fitzpatrick

Senior Vice President and

Chief Financial Officer

Motorola Solutions, Inc.

EX-32.1

Exhibit 32.1

CERTIFICATION

I, Gregory Q. Brown, Chief Executive Officer, Motorola Solutions, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”), that, to my knowledge:

(1) the annual report on Form 10-K for the period ended December 31, 2010 (the “Annual Report”), which this statement accompanies fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

(2) the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of Motorola Solutions, Inc.

This certificate is being furnished solely for purposes of Section 906.

Dated: February 18, 2011

/s/ GREGORY Q. BROWN

Gregory Q. Brown

Chief Executive Officer

Motorola Solutions, Inc.

EX-32.2

Exhibit 32.2

CERTIFICATION

I, Edward J. Fitzpatrick, Senior Vice President and Chief Financial Officer, Motorola Solutions, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”), that, to my knowledge:

(1) the annual report on Form 10-K for the period ended December 31, 2010 (the “Annual Report”), which this statement accompanies fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

(2) the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of Motorola Solutions, Inc.

This certificate is being furnished solely for purposes of Section 906.

Dated: February 18, 2011

/s/ EDWARD J. FITZPATRICK

Edward J. Fitzpatrick

Senior Vice President and

Chief Financial Officer

Motorola Solutions, Inc.