Common use of Other than for Cause Clause in Contracts

Other than for Cause. If, during the Employment Period, the Company terminates the Executive’s employment other than for Cause, death or Disability: (i) the Company will pay to the Executive in a lump sum in cash within 30 days after the Date of Termination, or in the case of a Prorated Bonus Payment (as defined below) within 30 days after the prorated bonus can be calculated by the Company, or, if later, as provided in Section 8 below, the aggregate of the following amounts: A. the sum of (1) the Executive’s accrued but unpaid Base Salary and any accrued but unused paid time off pay through the Date of Termination, (2) the Executive’s business expenses that are reimbursable pursuant to Section 2(b)(v) but have not been reimbursed by the Company as of the Date of Termination, subject to the deadline for payment set forth in Section 2(b)(v), and (3) the Executive’s Annual Bonus for the calendar year immediately preceding the calendar year in which the Date of Termination occurs if such bonus has been determined but not paid as of the Date of Termination (at the time such Annual Bonus would otherwise have been paid) (collectively, the “Obligations”); and B. for the calendar year in which the Date of Termination occurs, payment of a prorated portion of the Executive’s Annual Bonus (the “Prorated Bonus Payment”); the Prorated Bonus Payment will be calculated at target if the Date of Termination occurs prior to the end of the first fiscal quarter; the Prorated Bonus Payment will be adjusted for actual Company performance under the then current Company bonus plan through the fiscal quarter preceding the Date of Termination if the Date of Termination occurs after the first fiscal quarter; the plan formula will be used to complete the calculation of the projected Annual Bonus amount, and then that amount will be multiplied by a fraction, the numerator of which is the number of days in such year through the Date of Termination and the denominator of which is 365) to determine the Prorated Bonus Payment, if any; and C. if the Date of Termination occurs on or before December 31, 2009, the amount equal to the product of (x) two and (y) the Executive’s Base Salary. If the Date of Termination occurs after December 31, 2009, the amount equal to the product of (x) 1.5 and (y) the Executive’s Base Salary; and (ii) if the Date of Termination occurs on or before December 31, 2009, for two years after the Executive’s Date of Termination, the Company will continue medical and life insurance benefits to the Executive (and, if applicable, to any dependents of the Executive who received benefits under his coverage prior to the Date of Termination) at least equal to those that would have been provided to the Executive (and to any dependent) in accordance with the plans, programs, practices and Company Policies of the Company if the Executive’s employment had not been terminated; provided that the Executive continues to make all required contributions. If the Date of Termination occurs after December 31, 2009, the period of benefit continuation described in this section will be 18 months instead of two years; and (iii) the Company will timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such amounts and benefits, the “Other Benefits”) in accordance with the terms and normal procedures of each such plan, program, policy or practice, based on accrued benefits through the Date of Termination. (iv) If the Executive’s employment with the Company terminates on or before November 30, 2008 and the circumstances of the termination result in the Executive qualifying for payments and benefits under the Freescale Semiconductor, Inc. Officer Change in Control Severance Plan (the “CIC Plan”), the Executive will receive the payments and benefits under the CIC Plan and will not be eligible to receive payments or benefits under this Section 4(a), or under any other section of this Agreement. Except with respect to payments and benefits under Sections 4(a)(i)(A)(l),4(a)(i)(A)(2) and 4(a)(iv), all payments and benefits under this Section 4(a) are conditioned upon the Executive delivering to the Company, and not revoking, a signed release of claims substantially in the form of Exhibit A within fifty-two days following Executive’s termination date.

Other than for Cause. If, during the Employment Period, the Company terminates shall terminate the Executive’s employment other than for CauseCause (other than a termination upon a Change in Control or during the Change in Control Period (each, death or Disability:as defined below), in each case, which shall be subject to Section 5(c) below): (i) the Company will shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination, or in the case of a Prorated Bonus Payment (as defined below) within 30 days after the prorated bonus can be calculated by the Company, or, if later, as provided in Section 8 below, the aggregate of the following amounts: A. : the sum of (1) the Executive’s accrued but unpaid Annual Base Salary and any accrued but unused paid time off pay through the Date of TerminationTermination to the extent not theretofore paid, (2) any unused PTO paid out at the Executive’s business per-business- day Annual Base Salary rate, (3) any additional vested benefits in accordance with the applicable terms of applicable Company arrangements, and (4) any unreimbursed expenses that are reimbursable pursuant to in accordance with Section 2(b)(v) but have not been reimbursed by (the Company as sum of the Date of Termination, subject to the deadline for payment set forth amounts described in Section 2(b)(vclauses (1), and (2), (3) the Executive’s Annual Bonus for the calendar year immediately preceding the calendar year in which the Date of Termination occurs if such bonus has been determined but not paid and (4) shall be hereinafter referred to as of the Date of Termination (at the time such Annual Bonus would otherwise have been paid) (collectively, the “Accrued Obligations”); and B. for the calendar year (ii) subject, in which the Date of Termination occurseach case, payment of a prorated portion of to Sections 11, 12 and 13 hereof and the Executive’s Annual Bonus (continued compliance with the “Prorated Bonus Payment”); covenants and obligations set forth in the Prorated Bonus Payment will be calculated at target if the Date of Termination occurs prior to the end of the first fiscal quarter; the Prorated Bonus Payment will be adjusted for actual Company performance under the then current Company bonus plan through the fiscal quarter preceding the Date of Termination if the Date of Termination occurs after the first fiscal quarter; the plan formula will be used to complete the calculation of the projected Annual Bonus amountInvention and Non-Disclosure Agreement attached hereto as Exhibit A, and then that amount will be multiplied by a fractionthe Non-Compete Agreement attached hereto as Exhibit B, the numerator of which is Company shall provide the number of days in such year through the Date of Termination and the denominator of which is 365) to determine the Prorated Bonus Payment, if any; andExecutive with: C. if the Date of Termination occurs on or before December 31, 2009, the amount A. payment equal to the product of (x) two and two, multiplied by (y) the Executive’s Annual Base Salary. If , payable ratably over the 24-month period following the Date of Termination occurs after December 31(the “Severance Period”); B. subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, 2009as amended (“COBRA”), the a lump sum cash payment in an amount equal to the product employer portion of the costs of continued health benefits for the Executive and his covered dependents (xbased on the level of coverage in effect as of the Date of Termination) 1.5 (the “Health Benefits Payment”) for the 24-month period following the Date of Termination; provided, that if the Company’s provision of the Health Benefits Payment to the Executive under this Section 4(a)(i)(B) would violate the nondiscrimination rules applicable to health plans or self-insured plans under Section 105(h) of the Code, or result in the imposition of penalties under the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (ythe “PPACA”), the parties agree to reform this Section 4(a)(i)(B) in a manner as is necessary to comply with the Executive’s Base SalaryPPACA and the Code; provided, further, that nothing herein provided shall be construed to extend the period of time over which COBRA continuation coverage otherwise may be provided to you and/or your dependents in accordance with applicable law; and (ii) if C. for purposes of any equity incentive awards granted to the Date of Termination occurs Executive that remain outstanding on or before December 31, 2009, for two years after the Executive’s Date of Termination, the Company will continue medical and life insurance benefits notwithstanding anything to the Executive contrary in the applicable award agreement, the 2018 Stock Incentive Plan (andor any predecessor or successor equity compensation plan), if applicableor elsewhere, such equity incentive awards that would otherwise be scheduled to any dependents of vest during the Executive who received benefits under his coverage Severance Period shall continue to vest during such period in accordance with the vesting schedule in effect prior to the Date of Termination. In addition (i) at least equal any Options that were vested immediately prior to those that would have been provided to the Executive (and to any dependent) in accordance with the plans, programs, practices and Company Policies of the Company if the Executive’s employment had not been terminated; provided that the Executive continues to make all required contributions. If the Date of Termination occurs after December 31, 2009, the period of benefit continuation described in this section will shall be 18 months instead of two years; and exercisable for (iiix) the Company will timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such amounts and benefits, the “Other Benefits”) in accordance with the terms and normal procedures of each such plan, program, policy or practice, based on accrued benefits through 90 days following the Date of Termination. , or (ivy) If 24 months following the Executive’s employment with date of termination if the Company terminates on or before November 30, 2008 and Executive is “Retirement”-eligible (as defined in the circumstances applicable award agreement governing the Options) as of the termination result Date of Termination (or, if longer, the exercise period provided in the Executive qualifying for payments and benefits under applicable award agreement governing the Freescale Semiconductor, Inc. Officer Change in Control Severance Plan (the “CIC Plan”Options), and (ii) any Options that vest during the Executive will receive the payments and benefits under the CIC Plan and will not be eligible to receive payments or benefits under this Section 4(a), or under any other section of this Agreement. Except with respect to payments and benefits under Sections 4(a)(i)(A)(l),4(a)(i)(A)(2) and 4(a)(iv), all payments and benefits under this Section 4(a) are conditioned upon the Executive delivering Severance Period pursuant to the Companyforegoing sentence shall be exercisable for 90 days following the conclusion of the Severance Period (or, and not revokingif longer, a signed release of claims substantially the exercise period provided in the form of Exhibit A within fifty-two days following Executive’s termination dateapplicable award agreement governing the Options).

Other than for Cause. If, during the Employment Period, the Company terminates the Executive’s employment other than for Cause, death or Disability: (i) the Company will pay to the Executive in a lump sum in cash within 30 days after the Date of Termination, or in the case of a Prorated Bonus Payment (as defined below) within 30 days after the prorated bonus can be calculated by the Company, or, if later, as provided in Section 8 below, the aggregate of the following amounts: A. the sum of (1) the Executive’s accrued but unpaid Base Salary and any accrued but unused paid time off pay through the Date of Termination, (2) the Executive’s business expenses that are reimbursable pursuant to Section 2(b)(v) but have not been reimbursed by the Company as of the Date of Termination, subject to the deadline for payment set forth in Section 2(b)(v), and (3) the Executive’s Annual Bonus for the calendar year immediately preceding the calendar year in which the Date of Termination occurs if such bonus has been determined but not paid as of the Date of Termination (at the time such Annual Bonus would otherwise have been paid) (collectively, the “Obligations”); and B. for the calendar year in which the Date of Termination occurs, payment of a prorated portion of the Executive’s Annual Bonus (the “Prorated Bonus Payment”); the Prorated Bonus Payment will be calculated at target if the Date of Termination occurs prior to the end of the first fiscal quarter; the Prorated Bonus Payment will be adjusted for actual Company performance under the then current Company bonus plan through the fiscal quarter preceding the Date of Termination if the Date of Termination occurs after the first fiscal quarter; the plan formula will be used to complete the calculation of the projected Annual Bonus amount, and then that amount will be multiplied by a fraction, the numerator of which is the number of days in such year through the Date of Termination and the denominator of which is 365) to determine the Prorated Bonus Payment, if any; and C. if the Date of Termination occurs on or before December 31, 2009, the amount equal to the product of (x) two and (y) the Executive’s Base Salary. If the Date of Termination occurs after December 31, 2009, the amount equal to the product of (x) 1.5 and (y) the Executive’s Base Salary; and (ii) if the Date of Termination occurs on or before December 31, 2009, for two years 18 months after the Executive’s Date of Termination, the Company will continue medical and life insurance benefits to the Executive (and, if applicable, to any dependents of the Executive who received benefits under his coverage prior to the Date of Termination) at least equal to those that would have been provided to the Executive (and to any dependent) in accordance with the plans, programs, practices and Company Policies of the Company if the Executive’s employment had not been terminated; provided that the Executive continues to make all required contributions. If the Date of Termination occurs after December 31, 2009, the period of benefit continuation described in this section will be 18 months instead of two years.; and (iii) the Company will timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such amounts and benefits, the “Other Benefits”) in accordance with the terms and normal procedures of each such plan, program, policy or practice, based on accrued benefits through the Date of Termination. (iv) If the Executive’s employment with the Company terminates on or before November 30, 2008 and the circumstances of the termination result in the Executive qualifying for payments and benefits under the Freescale Semiconductor, Inc. Officer Change in Control Severance Plan (the “CIC Plan”), the Executive will receive the payments and benefits under the CIC Plan and will not be eligible to receive payments or benefits under this Section 4(a), or under any other section of this Agreement. Except with respect to payments and benefits under Sections 4(a)(i)(A)(l),4(a)(i)(A)(2) and 4(a)(iv4(a)(i)(A)(1),4(a)(i)(A)(2), all payments and benefits under this Section 4(a) are conditioned upon the Executive delivering to the Company, and not revoking, a signed release of claims substantially in the form of Exhibit A within fifty-two days following Executive’s termination date.

Other than for Cause. If, during the Employment Period, the Company terminates shall terminate the Executive’s employment other than for Cause, death Cause or Disability, or if Executive shall terminate his employment for Good Reason, or if the Executive’s employment shall terminate because of the Company’s delivery of a notice of non-extension pursuant to Section 1 hereof, the Company shall have no further obligations to the Executive except as follows: (i) the Company will shall pay or provide the Executive, to the Executive in extent not theretofore paid, (A) a lump sum in cash within 30 days as soon as practicable after the Date of Termination, or Termination in the case of a Prorated Bonus Payment (as defined below) within 30 days after the prorated bonus can be calculated by the Company, or, if later, as provided in Section 8 below, the aggregate of the following amounts: A. an amount equal to the sum of (1) the Executive’s accrued but unpaid Annual Base Salary and any accrued but unused paid time off pay (which shall be the Annual Base Salary prior to reduction if the termination is for Good Reason because of a reduction in Annual Base Salary) through the Date of Termination, (2) the Executive’s business expenses that are reimbursable pursuant to Section 2(b)(v) but have not been reimbursed by the Company as of and accrued vacation pay through the Date of Termination, subject and (B) any other amounts or benefits required to be paid or provided pursuant to applicable law, (the deadline for payment set forth in Section 2(b)(vtotal of (A) and (B), and the “Accrued Benefits”); (3ii) the Executive’s Company shall pay the Executive a pro rata portion of the Annual Bonus for the calendar year immediately preceding the calendar year in which the Date of Termination occurs if such bonus has been determined but not paid as of the Date of Termination (at the time such Annual Bonus would otherwise have been paid) (collectively, the “Obligations”); and B. for the calendar year in which the Date of Termination occurs, payment of a prorated portion of in an amount determined by multiplying the Executive’s Annual Bonus most recently paid to the Executive prior to the Date of Termination (the “Prorated Bonus Payment”); the Prorated Bonus Payment will be calculated at target or if the Date of Termination occurs prior to the end payment of the first fiscal quarter; the Prorated Bonus Payment will be adjusted for actual Company performance under the then current Company bonus plan through the fiscal quarter preceding the Date of Termination if the Date of Termination occurs after the first fiscal quarter; the plan formula will be used to complete the calculation of the projected any Annual Bonus amountBonus, and then that amount will be multiplied $3,000,000) by a fraction, the numerator of which is the number of days the Executive was employed during the year in such year through which the Date of Termination occurs and the denominator of which is 365365 (the “Pro-Rata Bonus”). The amount described in this Section 4(a)(ii) shall be paid at the same time as the Annual Bonus for such year is paid to determine other executives of the Prorated Company; provided it shall be paid no later than March 15 of the year following the year in which the Date of Termination occurs; (iii) the Company shall pay the Executive an amount equal to 200% of the sum of the Annual Base Salary plus the Annual Bonus Payment, if any; and C. most recently paid to the Executive prior to the Date of Termination (or if the Date of Termination occurs on or before December 31, 2009, the amount equal prior to the product payment of (x) any Annual Bonus, $3,000,000), payable in equal monthly installments over the two and (y) year period following the Executive’s Base Salary. If the Date of Termination occurs after December 31, 2009, the amount equal to the product of (x) 1.5 and (y) the Executive’s Base Salary; and (ii) if the Date of Termination occurs on or before December 31, 2009, for two years after the Executive’s Date of Termination, in accordance with the GGPLP’s normal payroll practices; (iv) the outstanding equity awards contemplated by Section 2(b) shall vest in accordance with Section 2(b) hereof; (v) the Company will continue medical and life insurance benefits to the Executive (and, if applicable, to shall pay any dependents of the Executive who received benefits under his coverage unpaid Annual Bonus for a fiscal year ending prior to the Date of Termination, which shall be paid at the same time as set forth in Section 2(b)(ii) at least hereof; (vi) the Company shall provide coverage or pay an amount equal to those that would have been provided to the Executive (and to any dependent) in accordance with the plansapplicable COBRA premium rate, programsif any, practices and Company Policies of the Company if for the Executive’s employment had not been terminated; provided that , his spouse and his eligible dependents (the Executive continues to make all required contributions. If “COBRA Benefits”) through the second anniversary of the Date of Termination occurs after December 31, 2009, with respect to any welfare benefits for which the period of benefit continuation described in this section will be 18 months instead of two yearsExecutive elects COBRA coverage; and (iiivii) the Company will timely pay or provide shall transfer title to Executive, and Executive shall be entitled to keep the Company-owned mobile devices, including the iPad, laptop computer and cell phone used by the Executive during the Employment Period, subject to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement removal of all confidential and proprietary information of the Company and its affiliates (such amounts and benefits, the “Other Benefits”) in accordance with the terms and normal procedures of each such plan, program, policy or practice, based on accrued benefits through the Date of TerminationCompany. (iv) If the Executive’s employment with the Company terminates on or before November 30, 2008 and the circumstances of the termination result in the Executive qualifying for payments and benefits under the Freescale Semiconductor, Inc. Officer Change in Control Severance Plan (the “CIC Plan”), the Executive will receive the payments and benefits under the CIC Plan and will not be eligible to receive payments or benefits under this Section 4(a), or under any other section of this Agreement. Except with respect to payments and benefits under Sections 4(a)(i)(A)(l),4(a)(i)(A)(2) and 4(a)(iv), all payments and benefits under this Section 4(a) are conditioned upon the Executive delivering to the Company, and not revoking, a signed release of claims substantially in the form of Exhibit A within fifty-two days following Executive’s termination date.

Other than for Cause. If, If termination occurs by the Employer other than "for cause" during the Employment Period, then the Company terminates the Executive’s employment following severance payments (less applicable deductions for social security, payroll and other than for Cause, death or Disabilityapplicable taxes) and related arrangements will be made: (i) cash payments at the Company will pay Employee's current monthly Initial Term Salary at the time of termination (less applicable deductions) for a period equal to the Executive in a lump sum in cash within 30 days lesser of (x) 12 months, commencing with the month immediately succeeding the month during which the 90-day period after the giving of notice shall have ended (the "EFFECTIVE DATE OF TERMINATION"), or (y) the remainder of the Initial Term; provided, however, that no cash severance payments shall be payable pursuant to this subparagraph (i) if the termination occurs during the Reduced Employment Status Term; (ii) normal employee medical and insurance benefits will be continued on an insured basis for the Employee and for the Spouse at the Effective Date of Termination until the later to occur of: (x) the Employee's death, or (y) the Spouse's death, provided that medical benefits provided to the Employee and the Spouse pursuant to this subparagraph (ii) may be reduced from time to time to the extent that medical benefits are provided through Medicare or through any other employer following the Effective Date of Termination; (iii) to the extent that all or any stock options granted to the Employee shall not have vested as of the Effective Date of Termination, or then all such stock options shall automatically vest; (iv) the Employer shall pay to the Employee, in the case of a Prorated Bonus Payment (as defined below) single lump sum payment within 30 days after following the prorated bonus can be calculated by the Company, or, if later, as provided in Section 8 below, the aggregate of the following amounts: A. the sum of (1) the Executive’s accrued but unpaid Base Salary and any accrued but unused paid time off pay through the Effective Date of Termination, (2) the Executive’s business expenses that are reimbursable pursuant an amount equal to Section 2(b)(v) but have not been reimbursed by the Company as a pro rata portion of the Date Employee's current monthly Initial Term Salary at the time of Termination, subject termination (less applicable deductions) with respect to the deadline for payment set forth in Section 2(b)(v), and (3) the Executive’s Annual Bonus for the calendar year immediately preceding the calendar year month in which the Effective Date of Termination occurs based upon the number of days elapsed in such month prior to the Effective Date of Termination; provided, however, that no such lump sum payment pursuant to this subparagraph (iv) shall be payable if such bonus has been determined but not paid as the termination occurs during the Reduced Employment Status Term; (v) the Employer shall reimburse the Employee for any reasonable legal expenses incurred by the Employee in connection with the termination of the Date of Termination Agreement (at the time excluding any expenses incurred in contesting any such Annual Bonus would otherwise have been paid) (collectively, the “Obligations”termination); and B. (vi) the Employer and the Employee may, but shall not be obligated to, negotiate in good faith for the calendar retention of the Employee by the Employer as a consultant for the one-year in which period following the Effective Date of Termination occurs, payment of pursuant to a prorated portion of Consulting Agreement to be entered into by the Executive’s Annual Bonus (the “Prorated Bonus Payment”); the Prorated Bonus Payment will be calculated at target if the Date of Termination occurs prior to the end of the first fiscal quarter; the Prorated Bonus Payment will be adjusted for actual Company performance under the then current Company bonus plan through the fiscal quarter preceding the Date of Termination if the Date of Termination occurs after the first fiscal quarter; the plan formula will be used to complete the calculation of the projected Annual Bonus amount, and then that amount will be multiplied by a fraction, the numerator of which is the number of days in such year through the Date of Termination Employer and the denominator of which is 365) to determine the Prorated Bonus Payment, if any; and C. if the Date of Termination occurs on or before December 31, 2009, the amount equal to the product of (x) two and (y) the Executive’s Base Salary. If the Date of Termination occurs after December 31, 2009, the amount equal to the product of (x) 1.5 and (y) the Executive’s Base Salary; and (ii) if the Date of Termination occurs on or before December 31, 2009, for two years after the Executive’s Date of Termination, the Company will continue medical and life insurance benefits to the Executive (and, if applicable, to any dependents of the Executive who received benefits under his coverage prior to the Date of Termination) at least equal to those that would have been provided to the Executive (and to any dependent) in accordance with the plans, programs, practices and Company Policies of the Company if the Executive’s employment had not been terminated; provided that the Executive continues to make all required contributions. If the Date of Termination occurs after December 31, 2009, the period of benefit continuation described in this section will be 18 months instead of two years; and (iii) the Company will timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such amounts and benefits, the “Other Benefits”) in accordance with the terms and normal procedures of each such plan, program, policy or practice, based on accrued benefits through the Date of TerminationEmployee. (iv) If the Executive’s employment with the Company terminates on or before November 30, 2008 and the circumstances of the termination result in the Executive qualifying for payments and benefits under the Freescale Semiconductor, Inc. Officer Change in Control Severance Plan (the “CIC Plan”), the Executive will receive the payments and benefits under the CIC Plan and will not be eligible to receive payments or benefits under this Section 4(a), or under any other section of this Agreement. Except with respect to payments and benefits under Sections 4(a)(i)(A)(l),4(a)(i)(A)(2) and 4(a)(iv), all payments and benefits under this Section 4(a) are conditioned upon the Executive delivering to the Company, and not revoking, a signed release of claims substantially in the form of Exhibit A within fifty-two days following Executive’s termination date.

Other than for Cause. If, during the Employment Period, the Company terminates shall terminate the Executive’s employment other than for Cause, death Cause or Disability, or if Executive shall terminate his employment for Good Reason, or if the Executive’s employment shall terminate because of the expiration of the Agreement, the Company shall have no further obligations to the Executive except as follows: (i) the Company will shall pay or provide the Executive, to the Executive in extent not theretofore paid, (A) a lump sum in cash within 30 5 days after the Date of Termination, or in the case of a Prorated Bonus Payment (as defined below) within 30 days after the prorated bonus can be calculated by the Company, or, if later, as provided in Section 8 below, the aggregate of the following amounts: A. Termination an amount equal to the sum of (1) the Executive’s accrued but unpaid Annual Base Salary and any accrued but unused paid time off pay (which shall be the Annual Base Salary prior to reduction if the termination is for Good Reason because of a reduction in Annual Base Salary) through the Date of Termination, and (2) the Executive’s business expenses that are reimbursable pursuant to Section 2(b)(v) but have not been reimbursed by Annual Bonus earned under the Company as of the Date of Termination, subject Cash Value Added Incentive Plan for years ending prior to the deadline for payment set forth in Section 2(b)(v), and (3) the Executive’s Annual Bonus for the calendar year immediately preceding the calendar year in which the Date of Termination occurs if such bonus has been determined but not paid as of the Date of Termination (at the time such Annual Bonus would otherwise have been paid) (collectively, the “Obligations”); and B. for the calendar year in which the Date of Termination occurs, payment of a prorated portion of the Executive’s Annual Bonus (the “Prorated Bonus Payment”); the Prorated Bonus Payment will be calculated at target if the Date of Termination occurs prior to the end of the first fiscal quarter; the Prorated Bonus Payment will be adjusted for actual Company performance under the then current Company bonus plan through the fiscal quarter preceding the Date of Termination if the Date of Termination occurs after the first fiscal quarter; the plan formula will be used to complete the calculation of the projected Annual Bonus amount, and then that amount will be multiplied by a fraction, the numerator of which is the number of days in such year through the Date of Termination and the denominator of which is 365) to determine the Prorated Bonus Payment, if any; and C. if the Date of Termination occurs on or before December 31, 2009, the amount equal to the product of (x) two and (yB) the Executive’s Base Salary. If the Date of Termination occurs after December 31, 2009, the amount equal to the product of (x) 1.5 and (y) the Executive’s Base Salary; and (ii) if the Date of Termination occurs on or before December 31, 2009, for two years after the Executive’s Date of Termination, the Company will continue medical and life insurance benefits to the Executive (and, if applicable, to any dependents of the Executive who received benefits under his coverage prior to the Date of Termination) at least equal to those that would have been provided to the Executive (and to any dependent) in accordance with the plans, programs, practices and Company Policies of the Company if the Executive’s employment had not been terminated; provided that the Executive continues to make all required contributions. If the Date of Termination occurs after December 31, 2009, the period of benefit continuation described in this section will be 18 months instead of two years; and (iii) the Company will timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or to which the Executive is eligible to receive under any plan, program, policy or practice or other contract or agreement of the Company and its affiliates (such amounts and benefits, the “Other Benefits”) in accordance with the terms and normal procedures of each such plan, program, policy or practice, based on accrued benefits affiliated companies through the Date of Termination, (the total of (A) and (B), the “Accrued Benefits”); (ii) the Company shall pay the Executive a pro rata portion of the annual bonus for the year in which the Date of Termination occurs, in an amount determined by multiplying the annual bonus that would have been payable if Executive had remained employed until the payment date for such annual bonus by a fraction, the numerator of which is the number of days in the applicable performance year prior to and including the Date of Termination and the denominator of which is 365; provided that if the Date of Termination is the last day of the Employment Period, such additional amount shall be the full amount of bonus payable for the year in which the Date of Termination occurs, without pro ration. The amount described in this Section 4(a)(ii) shall be paid at the same time as the annual bonus for such year is paid to other executives of the Company; provided it shall be paid no later than March 15 of the year following the year in which the Date of Termination occurs. (iii) the Company shall pay the Executive a lump sum in cash within 5 days after the Date of Termination (subject to Section 4(d)) in an amount equal to 75% of the sum of the Annual Base Salary plus the Target Annual Bonus; (iv) If the Restricted Stock Grant shall become 100% vested and, if Executive has been granted awards under the Equity Incentive Plan, then, such awards shall become 100% vested, and such options and equity awards shall remain exercisable until the earlier of (1) the expiration of their term and (2) the one-year anniversary of the Date of Termination, unless the award agreement provides for more rapid vesting or a longer exercise period (in which case the terms of the award agreement shall apply); (v) the Company shall provide coverage or pay an amount equal to the applicable COBRA premium rate, if any, for the Executive’s employment with the Company terminates on or before November 30, 2008 his spouse and the circumstances of the termination result in the Executive qualifying for payments and benefits under the Freescale Semiconductor, Inc. Officer Change in Control Severance Plan his eligible dependents (the “CIC PlanCOBRA Benefits”), ) through the Executive will receive eighteen-month anniversary of the payments and benefits under the CIC Plan and will not be eligible to receive payments or benefits under this Section 4(a), or under any other section Date of this Agreement. Except Termination with respect to payments and any welfare benefits under Sections 4(a)(i)(A)(l),4(a)(i)(A)(2) and 4(a)(iv), all payments and benefits under this Section 4(a) are conditioned upon for which the Executive delivering elects COBRA coverage; and (vi) the shall transfer title to the CompanyExecutive, and not revokingExecutive shall be entitled to keep all Company-owned electronic equipment (BlackBerry, a signed release of claims substantially in i-pad, laptop computer, cell phone) used by the form of Exhibit A within fifty-two days following Executive’s termination dateExecutive during the Employment Period.

Other than for Cause. If, during the Employment Period, the Company terminates shall terminate the Executive’s employment other than for Cause, death Cause or Disability, or if Executive shall terminate his employment for Good Reason, or if the Executive’s employment shall terminate because of the expiration of the Agreement, the Company shall have no further obligations to the Executive except as follows: (i) the Company will shall pay or provide the Executive, to the Executive in extent not theretofore paid, (A) a lump sum in cash within 30 5 days after the Date of Termination, or in the case of a Prorated Bonus Payment (as defined below) within 30 days after the prorated bonus can be calculated by the Company, or, if later, as provided in Section 8 below, the aggregate of the following amounts: A. Termination an amount equal to the sum of (1) the Executive’s accrued but unpaid Annual Base Salary and any accrued but unused paid time off pay (which shall be the Annual Base Salary prior to reduction if the termination is for Good Reason because of a reduction in Annual Base Salary) through the Date of Termination, and (2) the Executive’s business expenses that are reimbursable pursuant to Section 2(b)(v) but have not been reimbursed by Annual Bonus earned under the Company as of the Date of Termination, subject Cash Value Added Incentive Plan for years ending prior to the deadline for payment set forth in Section 2(b)(v), and (3) the Executive’s Annual Bonus for the calendar year immediately preceding the calendar year in which the Date of Termination occurs if such bonus has been determined but not paid as of the Date of Termination (at the time such Annual Bonus would otherwise have been paid) (collectively, the “Obligations”); and B. for the calendar year in which the Date of Termination occurs, payment of a prorated portion of the Executive’s Annual Bonus (the “Prorated Bonus Payment”); the Prorated Bonus Payment will be calculated at target if the Date of Termination occurs prior to the end of the first fiscal quarter; the Prorated Bonus Payment will be adjusted for actual Company performance under the then current Company bonus plan through the fiscal quarter preceding the Date of Termination if the Date of Termination occurs after the first fiscal quarter; the plan formula will be used to complete the calculation of the projected Annual Bonus amount, and then that amount will be multiplied by a fraction, the numerator of which is the number of days in such year through the Date of Termination and the denominator of which is 365) to determine the Prorated Bonus Payment, if any; and C. if the Date of Termination occurs on or before December 31, 2009, the amount equal to the product of (x) two and (yB) the Executive’s Base Salary. If the Date of Termination occurs after December 31, 2009, the amount equal to the product of (x) 1.5 and (y) the Executive’s Base Salary; and (ii) if the Date of Termination occurs on or before December 31, 2009, for two years after the Executive’s Date of Termination, the Company will continue medical and life insurance benefits to the Executive (and, if applicable, to any dependents of the Executive who received benefits under his coverage prior to the Date of Termination) at least equal to those that would have been provided to the Executive (and to any dependent) in accordance with the plans, programs, practices and Company Policies of the Company if the Executive’s employment had not been terminated; provided that the Executive continues to make all required contributions. If the Date of Termination occurs after December 31, 2009, the period of benefit continuation described in this section will be 18 months instead of two years; and (iii) the Company will timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or to which the Executive is eligible to receive under any plan, program, policy or practice or other contract or agreement of the Company and its affiliates (such amounts and benefits, the “Other Benefits”) in accordance with the terms and normal procedures of each such plan, program, policy or practice, based on accrued benefits affiliated companies through the Date of Termination, (the total of (A) and (B), the “Accrued Benefits”); (ii) the Company shall pay the Executive a pro rata portion of the annual bonus for the year in which the Date of Termination occurs, in an amount determined by multiplying the annual bonus that would have been payable if Executive had remained employed until the payment date for such annual bonus by a fraction, the numerator of which is the number of days in the applicable performance year prior to and including the Date of Termination and the denominator of which is 365; provided that if the Date of Termination is the last day of the Employment Period, such additional amount shall be the full amount of bonus payable for the year in which the Date of Termination occurs, without pro ration. The amount described in this Section 4(a)(ii) shall be paid at the same time as the annual bonus for such year is paid to other executives of the Company; provided it shall be paid no later than March 15 of the year following the year in which the Date of Termination occurs. (iii) the Company shall pay the Executive a lump sum in cash within 5 days after the Date of Termination (subject to Section 4(d)) in an amount equal to 75% of the sum of the Annual Base Salary plus the Target Annual Bonus; (iv) If the Restricted Stock Grant shall become 100% vested and, if Executive has been granted awards under the Equity Incentive Plan, then, such awards shall become 100% vested, and such options and equity awards shall remain exercisable until the earlier of (1) the expiration of their term and (2) the one-year anniversary of the Date of Termination, unless the award agreement provides for more rapid vesting or a longer exercise period (in which case the terms of the award agreement shall apply); (v) the Company shall provide coverage or pay an amount equal to the applicable COBRA premium rate, if any, for the Executive’s employment with the Company terminates on or before November 30, 2008 his spouse and the circumstances of the termination result in the Executive qualifying for payments and benefits under the Freescale Semiconductor, Inc. Officer Change in Control Severance Plan his eligible dependents (the “CIC PlanCOBRA Benefits”), ) through the Executive will receive eighteen- month anniversary of the payments and benefits under the CIC Plan and will not be eligible to receive payments or benefits under this Section 4(a), or under any other section Date of this Agreement. Except Termination with respect to payments and any welfare benefits under Sections 4(a)(i)(A)(l),4(a)(i)(A)(2) and 4(a)(iv), all payments and benefits under this Section 4(a) are conditioned upon for which the Executive delivering elects COBRA coverage; and (vi) the shall transfer title to the CompanyExecutive, and not revokingExecutive shall be entitled to keep all Company-owned electronic equipment (BlackBerry, a signed release of claims substantially in i-pad, laptop computer, cell phone) used by the form of Exhibit A within fifty-two days following Executive’s termination dateExecutive during the Employment Period.

Other than for Cause. If, during the Employment Period, the Company terminates shall terminate the Executive’s employment other than for Cause, death Cause or Disability, or if Executive shall terminate his employment for Good Reason, or if the Executive’s employment shall terminate because of the Company’s delivery of a notice of non-extension pursuant to Section 1 hereof, the Company shall have no further obligations to the Executive except as follows: (i) the Company will shall pay or provide the Executive, to the Executive in extent not theretofore paid, (A) a lump sum in cash within 30 days as soon as practicable after the Date of Termination, or Termination in the case of a Prorated Bonus Payment (as defined below) within 30 days after the prorated bonus can be calculated by the Company, or, if later, as provided in Section 8 below, the aggregate of the following amounts: A. an amount equal to the sum of (1) the Executive’s accrued but unpaid Annual Base Salary and any accrued but unused paid time off pay (which shall be the Annual Base Salary prior to reduction if the termination is for Good Reason because of a reduction in Annual Base Salary) through the Date of Termination, (2) the Executive’s business expenses that are reimbursable pursuant to Section 2(b)(v) but have not been reimbursed by the Company as of and accrued vacation pay through the Date of Termination, subject and (B) any other amounts or benefits required to be paid or provided pursuant to applicable law, (the deadline for payment set forth in Section 2(b)(vtotal of (A) and (B), and the “Accrued Benefits”); (3ii) the Executive’s Company shall pay the Executive a pro rata portion of the Annual Bonus for the calendar year immediately preceding the calendar year in which the Date of Termination occurs if such bonus has been determined but not paid as of the Date of Termination (at the time such Annual Bonus would otherwise have been paid) (collectively, the “Obligations”); and B. for the calendar year in which the Date of Termination occurs, payment of a prorated portion of in an amount determined by multiplying the Executive’s Annual Bonus most recently paid to the Executive prior to the Date of Termination (the “Prorated Bonus Payment”); the Prorated Bonus Payment will be calculated at target or if the Date of Termination occurs prior to the end payment of the first fiscal quarter; the Prorated Bonus Payment will be adjusted for actual Company performance under the then current Company bonus plan through the fiscal quarter preceding the Date of Termination if the Date of Termination occurs after the first fiscal quarter; the plan formula will be used to complete the calculation of the projected any Annual Bonus amountBonus, and then that amount will be multiplied $1,000,000) by a fraction, the numerator of which is the number of days the Executive was employed during the year in such year through which the Date of Termination occurs and the denominator of which is 365365 (the “Pro-Rata Bonus”). The amount described in this Section 4(a)(ii) shall be paid at the same time as the Annual Bonus for such year is paid to determine other executives of the Prorated Company; provided it shall be paid no later than March 15 of the year following the year in which the Date of Termination occurs; (iii) the Company shall pay the Executive an amount equal to 200% of the sum of the Annual Base Salary plus the Annual Bonus Payment, if any; and C. most recently paid to the Executive prior to the Date of Termination (or if the Date of Termination occurs on or before December 31, 2009, the amount equal prior to the product payment of (x) any Annual Bonus, $1,000,000), payable in equal monthly installments over the two and (y) year period following the Executive’s Base Salary. If the Date of Termination occurs after December 31, 2009, the amount equal to the product of (x) 1.5 and (y) the Executive’s Base Salary; and (ii) if the Date of Termination occurs on or before December 31, 2009, for two years after the Executive’s Date of Termination, in accordance with the Partnership’s normal payroll practices; (iv) the outstanding equity awards contemplated by Section 2(b) shall vest in accordance with Section 2(b) hereof; (v) the Company will continue medical and life insurance benefits to the Executive (and, if applicable, to shall pay any dependents of the Executive who received benefits under his coverage unpaid Annual Bonus for a fiscal year ending prior to the Date of Termination, which shall be paid at the same time as set forth in Section 2(b)(ii) at least hereof; (vi) the Company shall provide coverage or pay an amount equal to those that would have been provided to the Executive (and to any dependent) in accordance with the plansapplicable COBRA premium rate, programsif any, practices and Company Policies of the Company if for the Executive’s employment had not been terminated; provided that , his spouse and his eligible dependents (the Executive continues to make all required contributions. If “COBRA Benefits”) through the second anniversary of the Date of Termination occurs after December 31, 2009, with respect to any welfare benefits for which the period of benefit continuation described in this section will be 18 months instead of two yearsExecutive elects COBRA coverage; and (iiivii) the Company will timely pay or provide shall transfer title to Executive, and Executive shall be entitled to keep the Company-owned BlackBerry, i-pad, laptop computer and cell phone used by the Executive during the Employment Period, subject to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement removal of all confidential and proprietary information of the Company and its affiliates (such amounts and benefits, the “Other Benefits”) in accordance with the terms and normal procedures of each such plan, program, policy or practice, based on accrued benefits through the Date of TerminationCompany. (iv) If the Executive’s employment with the Company terminates on or before November 30, 2008 and the circumstances of the termination result in the Executive qualifying for payments and benefits under the Freescale Semiconductor, Inc. Officer Change in Control Severance Plan (the “CIC Plan”), the Executive will receive the payments and benefits under the CIC Plan and will not be eligible to receive payments or benefits under this Section 4(a), or under any other section of this Agreement. Except with respect to payments and benefits under Sections 4(a)(i)(A)(l),4(a)(i)(A)(2) and 4(a)(iv), all payments and benefits under this Section 4(a) are conditioned upon the Executive delivering to the Company, and not revoking, a signed release of claims substantially in the form of Exhibit A within fifty-two days following Executive’s termination date.

Other than for Cause. If, during the Employment Period, the Company terminates shall terminate the Executive’s employment other than for Cause, death Cause or Disability, or if Executive shall terminate his employment for Good Reason, or if the Executive’s employment shall terminate because of the expiration of the Agreement, the Company shall have no further obligations to the Executive except as follows: (i) the Company will shall pay or provide the Executive, to the Executive in extent not theretofore paid, (A) a lump sum in cash within 30 5 days after the Date of Termination, or in the case of a Prorated Bonus Payment (as defined below) within 30 days after the prorated bonus can be calculated by the Company, or, if later, as provided in Section 8 below, the aggregate of the following amounts: A. Termination an amount equal to the sum of (1) the Executive’s accrued but unpaid Annual Base Salary and any accrued but unused paid time off pay (which shall be the Annual Base Salary prior to reduction if the termination is for Good Reason because of a reduction in Annual Base Salary) through the Date of Termination, (2) the Executive’s business expenses that are reimbursable pursuant to Section 2(b)(v) but have not been reimbursed by Annual Bonus earned under the Company as of the Date of Termination, subject Cash Value Added Incentive Plan for years ending prior to the deadline for payment set forth in Section 2(b)(v), and (3) the Executive’s Annual Bonus for the calendar year immediately preceding the calendar year in which the Date of Termination occurs if such bonus has been determined but not paid as of the Date of Termination (at the time such Annual Bonus would otherwise have been paid) (collectively, the “Obligations”); and B. for the calendar year in which the Date of Termination occurs, payment of a prorated portion of (3) the Executive’s Annual Bonus (the “Prorated Bonus Payment”); the Prorated Bonus Payment will be calculated at target if the Date of Termination occurs prior to the end of the first fiscal quarter; the Prorated Bonus Payment will be adjusted for actual Company performance under the then current Company bonus plan through the fiscal quarter preceding the Date of Termination if the Date of Termination occurs after the first fiscal quarter; the plan formula will be used to complete the calculation of the projected Annual Bonus amount, and then that amount will be multiplied by a fraction, the numerator of which is the number of days in such year Medical Premium Reimbursement through the Date of Termination and the denominator of which is 365) to determine the Prorated Bonus PaymentTermination, if any; and C. if the Date of Termination occurs on or before December 31, 2009, the amount equal to the product of (x) two and (yB) the Executive’s Base Salary. If the Date of Termination occurs after December 31, 2009, the amount equal to the product of (x) 1.5 and (y) the Executive’s Base Salary; and (ii) if the Date of Termination occurs on or before December 31, 2009, for two years after the Executive’s Date of Termination, the Company will continue medical and life insurance benefits to the Executive (and, if applicable, to any dependents of the Executive who received benefits under his coverage prior to the Date of Termination) at least equal to those that would have been provided to the Executive (and to any dependent) in accordance with the plans, programs, practices and Company Policies of the Company if the Executive’s employment had not been terminated; provided that the Executive continues to make all required contributions. If the Date of Termination occurs after December 31, 2009, the period of benefit continuation described in this section will be 18 months instead of two years; and (iii) the Company will timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or to which the Executive is eligible to receive under any plan, program, policy or practice or other contract or agreement of the Company and its affiliates (such amounts and benefits, the “Other Benefits”) in accordance with the terms and normal procedures of each such plan, program, policy or practice, based on accrued benefits affiliated companies through the Date of Termination, (the total of (A) and (B), the “Accrued Benefits”); (ii) the Company shall pay the Executive a pro rata portion of the annual bonus for the year in which the Date of Termination occurs, in an amount determined by multiplying the annual bonus that would have been payable if Executive had remained employed until the payment date for such annual bonus by a fraction, the numerator of which is the number of days in the applicable performance year prior to and including the Date of Termination and the denominator of which is 365; provided that if the Date of Termination is the last day of the Employment Period, such additional amount shall be the full amount of bonus payable for the year in which the Date of Termination occurs, without pro ration. The amount described in this Section 4(a)(ii) shall be paid at the same time as the annual bonus for such year is paid to other executives of the Company; provided it shall be paid no later than March 15 of the year following the year in which the Date of Termination occurs. (iii) the Company shall pay the Executive a lump sum in cash within 5 days after the Date of Termination (subject to Section 4(d)) in an amount equal to 75% of the sum of the Annual Base Salary plus the Target Annual Bonus; (iv) If the Restricted Stock Grant shall become 100% vested and, if Executive has been granted awards under the Equity Incentive Plan, then, such awards shall become 100% vested, and such options and equity awards shall remain exercisable until the earlier of (1) the expiration of their term and (2) the one-year anniversary of the Date of Termination, unless the award agreement provides for more rapid vesting or a longer exercise period (in which case the terms of the award agreement shall apply); (v) the Company shall provide coverage or pay an amount equal to the applicable COBRA premium rate, if any, for the Executive’s employment with the Company terminates on or before November 30, 2008 his spouse and the circumstances of the termination result in the Executive qualifying for payments and benefits under the Freescale Semiconductor, Inc. Officer Change in Control Severance Plan his eligible dependents (the “CIC PlanCOBRA Benefits”), ) through the Executive will receive eighteen-month anniversary of the payments and benefits under the CIC Plan and will not be eligible to receive payments or benefits under this Section 4(a), or under any other section Date of this Agreement. Except Termination with respect to payments and any welfare benefits under Sections 4(a)(i)(A)(l),4(a)(i)(A)(2) and 4(a)(iv), all payments and benefits under this Section 4(a) are conditioned upon for which the Executive delivering elects COBRA coverage, or, to the Companyextent that Executive, his spouse and dependents are not eligible to elect COBRA coverage, to pay an amount equal to eighteen times the monthly Medical Premium Reimbursement in cash in a lump sum 5 days after the Date of Termination; and (vi) the shall transfer title to Executive, and not revokingExecutive shall be entitled to keep all Company-owned electronic equipment (BlackBerry, a signed release of claims substantially in i-pad, laptop computer, cell phone) used by the form of Exhibit A within fifty-two days following Executive’s termination dateExecutive during the Employment Period.

Other than for Cause. IfThe Companies may, during by action by the Employment PeriodBoard, the Company terminates the Executive’s employment terminate Levix'x xxxloyment under this Agreement other than for CauseCause upon advance written notice to Levix. Xx the event of such termination, death or Disability: then until the earlier of (i) the Company will pay conclusion of a period equal to the Executive in a lump sum in cash within 30 days after remainder of the Date of Termination, Term or in (ii) the case conclusion of a Prorated Bonus Payment period of three (as defined below3) within 30 days after years following the prorated bonus can be calculated by date of termination, the Company, Companies shall continue to pay Levix xxx Base Salaries at the rate in 7 8 Levix Xxxloyment Agreement effect on the date of termination. For the same period or, if laterearlier, as provided in Section 8 belowuntil Levix xx employed with comparable health coverage, the aggregate Companies shall also (i) pay Levix xx amount equal to the current cost to the Companies of Levix'x xxxical and dental insurance plan coverage at the date of termination under the Companies' plans or (ii) provide for Levix'x xxxtinued participation in such plans, but in either case subject to any employee contribution applicable to Levix xx the date of termination and any subsequent general amendment to the plans. It shall be in the Board's sole discretion to determine whether, for any period, Levix xxxl receive payment in lieu of actual coverage under the Companies' medical and dental insurance plans; provided that the foregoing shall not limit any right Levix xxx have under any applicable federal or state continuation coverage laws or conversion rights under the medical and dental insurance plan. In addition, Merger Subsidiary shall pay Levix (x) the Compensation Plan Bonus otherwise payable for the year in which such termination of employment occurs had Levix xxxtinued to be employed for the entire calendar year or (ii) if no Compensation Plan is then in effect, an amount equal to the amount of the following amounts: A. highest Discretionary Bonus paid to Levix xxxing the sum Term unless such termination occurs during the first year of (1) the Executive’s Term, in which case the amount of the Discretionary Bonus shall be determined in the sole discretion of the Compensation Committee of the Board. Merger Subsidiary shall have no obligation to pay any Bonus for any time period thereafter. Other than the Base Salaries, Bonus, accrued but unpaid Base Salary and any accrued but unused paid time off pay through the Date of Termination, (2) the Executive’s business expenses that are reimbursable pursuant to Section 2(b)(v) but have not been reimbursed by the Company as of the Date of Termination, subject to the deadline for payment set forth in Section 2(b)(v), and (3) the Executive’s Annual Bonus for the calendar year immediately preceding the calendar year in which the Date of Termination occurs if such bonus has been determined but not paid as of the Date of Termination (at the time such Annual Bonus would otherwise have been paid) (collectively, the “Obligations”); and B. for the calendar year in which the Date of Termination occurs, payment of a prorated portion of the Executive’s Annual Bonus (the “Prorated Bonus Payment”); the Prorated Bonus Payment will be calculated at target if the Date of Termination occurs prior to the end of the first fiscal quarter; the Prorated Bonus Payment will be adjusted for actual Company performance under the then current Company bonus plan through the fiscal quarter preceding the Date of Termination if the Date of Termination occurs after the first fiscal quarter; the plan formula will be used to complete the calculation of the projected Annual Bonus amount, and then that amount will be multiplied by a fraction, the numerator of which is the number of days in such year through the Date of Termination and the denominator of which is 365) to determine the Prorated Bonus PaymentSalaries, if any; and C. if , and the Date of Termination occurs on or before December 31benefits previously described in this Section 5(d), 2009, the amount equal to the product of (x) two and (y) the Executive’s Base Salary. If the Date of Termination occurs after December 31, 2009, the amount equal to the product of (x) 1.5 and (y) the Executive’s Base Salary; and (ii) if the Date of Termination occurs on or before December 31, 2009, for two years after the Executive’s Date of Termination, the Company will continue medical and life insurance benefits to the Executive (and, if applicable, to any dependents of the Executive who received benefits under his coverage prior to the Date of Termination) at least equal to those that would Merger Subsidiary shall pay Levix xxx Bonus as may previously have been provided to the Executive (and to any dependent) awarded in accordance with Section 4(b) hereto (but which remains unpaid), but the plans, programs, practices and Company Policies Companies shall otherwise have no further obligation or liability in respect of the Company if the Executive’s employment had not been terminated; provided that the Executive continues to make all required contributionsLevix xxxer this Agreement. If the Date Notwithstanding any other provision of Termination occurs after December 31, 2009, the period of benefit continuation described in this section will be 18 months instead of two years; and (iii) the Company will timely pay or provide Agreement to the Executive contrary, Levix xxxnowledges and agrees that any other amounts or benefits required and all payments to be paid or provided or which the Executive he is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such amounts and benefits, the “Other Benefits”) in accordance with the terms and normal procedures of each such plan, program, policy or practice, based on accrued benefits through the Date of Termination. (iv) If the Executive’s employment with the Company terminates on or before November 30, 2008 and the circumstances of the termination result in the Executive qualifying for payments and benefits under the Freescale Semiconductor, Inc. Officer Change in Control Severance Plan (the “CIC Plan”), the Executive will receive the payments and benefits under the CIC Plan and will not be eligible to receive payments or benefits entitled under this Section 4(a), or under any other section of this Agreement. Except with respect to payments and benefits under Sections 4(a)(i)(A)(l),4(a)(i)(A)(2) and 4(a)(iv), all payments and benefits under this Section 4(a5(d) are conditioned upon the Executive delivering and subject to his execution of a general waiver and release, in such form as may be reasonably acceptable to the CompanyCompanies and Levix, xx all claims and not revokingissues arising under the Employment Agreement, a signed release except for such matters covered by provisions of claims substantially in this Agreement which expressly survive the form termination of Exhibit A within fifty-two days following Executive’s termination datethis Agreement.