Common use of Shares Available Under the Plan Clause in Contracts

Shares Available Under the Plan. Subject to adjustment as set forth in Section 3.2, the maximum number of shares of Stock that may be issued or delivered and as to which Awards may be granted under the Plan will be equal to the sum of: (a) 4,248,497 shares of Stock, which were authorized at the time that the Plan was first adopted by the Board effective January 13, 2010; (b) 3,000,000 shares of Stock; (c) any shares of Stock subject to an Award under the Plan that expires without being exercised, or is forfeited, canceled, settled or otherwise terminated without a distribution of Stock to the Participant; (d) shares of Stock not delivered to the Participant because the Award is exercised through a reduction of shares subject to the Award (i.e., “net exercised”); and (e) shares of Stock delivered (either actually or by attestation) to or withheld by the Corporation in connection with the exercise of an Option awarded under the Plan, or in payment of any required income tax withholding for the exercise of an Option or the vesting of Restricted Stock awarded under the Plan. The shares that may be issued or delivered under the Plan may be either authorized but unissued shares, repurchased shares, or partly each. If any Award granted under the Plan is canceled by mutual consent or terminates or expires for any reason without having been exercised in full, or, if and to the extent that an Award of Restricted Stock Units is paid in cash rather than the issuance of shares of Stock, the number of shares subject to such Award (or in the case of Restricted Stock Units, the number of shares of Stock for which payment was made in cash) will again be available for purposes of the Plan. If, in connection with an acquisition of another company or all or part of the assets of another company by the Corporation or an Affiliate, or in connection with a merger or other combination of another company with the Corporation or an Affiliate, the Corporation either (i) assumes stock options or other stock incentive obligations of such other company, or (ii) grants stock options or other stock incentives in substitution for stock options or other stock incentive obligations of such other company, then none of the shares of Stock that are issuable or transferable pursuant to such stock options or other stock incentives that are assumed or granted in substitution by the Corporation will be charged against the limitations set forth in this Section 3.1.

Shares Available Under the Plan. Subject to adjustment as set forth in Section 3.2There is hereby reserved for issuance under the Plan an aggregate of 80 million shares of Motorola common stock. 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 of Stock that may be issued or delivered and as to which Awards may be granted reserved for issuance under the this Plan will be equal to the sum of: shall not exceed (a) 4,248,497 the total number of shares of Stock, which were authorized at the time that the reserved for issuance under this Plan was first adopted by the Board effective January 13, 2010; plus (b) 3,000,000 the number of shares approved and available for grant under the Prior Plans as of Stock; the date of such stockholder approval plus (c) any shares that become available for issuance pursuant to the remainder of this section 4. 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 an Award 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 that expires without being exercised, or is forfeited, canceled, settled or otherwise terminated without a distribution of Stock (to the Participant; 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 (dincluding 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 Stock not delivered to the Participant because the Award is exercised through a reduction common stock exchanged by an optionee as full or partial payment of shares subject to the Award (i.e., “net exercised”); and (e) shares of Stock delivered (either actually or by attestation) to or withheld by the Corporation in connection with the exercise of an Option awarded price under any stock option exercised under the Plan, or in payment of any required shares retained by Motorola 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 exercise Plan (to the extent permitted under the terms of an Option the Prior Plans or the vesting of Restricted Stock awarded 1996 Plan if the award originally occurred under the Plansuch plan). The All shares that may be issued or delivered under the Plan may be either authorized and unissued shares or issued shares reacquired by Motorola. All of the available shares may, but unissued sharesneed not, repurchased sharesbe issued pursuant to the exercise of Incentive Stock Options (as defined in Section 422 of the Code); provided, or partly each. If any Award granted under the Plan is canceled by mutual consent or terminates or expires for any reason without having been exercised in fullhowever, ornotwithstanding an Option’s designation, if and to the extent that an Award 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 3,000,000 shares, (ii) Stock Appreciation Rights relating to more than 3,000,000 shares, (iii) Restricted Stock or Restricted Stock Units is paid relating to more than 1,500,000 shares, (iv) Performance Shares relating to more than 1,500,000 shares, or (v) Deferred Stock Units relating to more than 50,000 shares. No non-employee director may receive in cash rather any calendar year Stock Options relating to more than the issuance of 50,000 shares of Stockor Restricted Stock Units or Deferred Stock Units relating to more than 50,000 shares but excluding any Stock Options, the number of shares subject to such Award (or in the case of 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 number Motorola Board of shares of Stock Directors; fees for which payment was made in cash) will again be available for purposes serving as Chairman of the Plan. If, Board or for serving as Chairman or member of any committee of the Board; compensation for work performed in connection with an acquisition of another company or all or part service on a committee of the assets Board or at the request of another company by the Corporation Board, any committee of the Board or an Affiliate, a Chief Executive Officer or in connection with a merger any other kind or other combination category of another company with fees or payments which may be put into effect in the Corporation or an Affiliate, the Corporation either (i) assumes stock options or other stock incentive obligations future. The shares reserved for issuance and each of such other company, or (ii) grants stock options or other stock incentives in substitution for stock options or other stock incentive obligations of such other company, then none of the shares of Stock that are issuable or transferable pursuant to such stock options or other stock incentives that are assumed or granted in substitution by the Corporation will be charged against the limitations set forth above shall be subject to adjustment in this Section 3.1accordance with section 16 hereof.

Shares Available Under the Plan. (a) Subject to adjustment as set forth provided in Section 3.24 of this Plan, the maximum number of shares of Stock Shares that may be (i) issued or delivered transferred upon the exercise of Options or Stock Appreciation Rights, (ii) Awarded as Restricted Shares and as to which Awards released from substantial risk of forfeiture, or (iii) issued or transferred in payment of Deferred Shares, Performance Shares, Performance Units, or Other Stock Based Awards, shall not in the aggregate exceed 420,000 Shares. Such Shares may be Shares of original issuance or Shares that have been reacquired by the Company. The number of Performance Units granted under this Plan may not in the aggregate exceed 200,000. (b) Upon the payment of any Option Price by the transfer to the Company of Shares or upon satisfaction of tax withholding obligations under the Plan will by the transfer or relinquishment of Shares, there shall be equal deemed to have been issued or transferred only the sum of: (a) 4,248,497 shares number of StockShares actually issued or transferred by the Company, which less the number of Shares so transferred or relinquished. In any event, the number of Shares actually issued or transferred by the Company upon the exercise of Incentive Stock Options may not exceed 420,000, subject to adjustment as provided in Section 4 of the Plan. Upon the payment in cash of a benefit provided by any Award under this Plan, any Shares that were authorized subject to such Award shall again be available for issuance or transfer under this Plan. Performance Units that are paid in Shares or are not earned by a Participant at the time that the Plan was first adopted by the Board effective January 13, 2010; (b) 3,000,000 shares end of Stock; a Performance Period are available for future grants of Performance Units. (c) any shares of Stock subject to If an Award under the Plan that expires without being exercised, or is forfeited, canceled, settled or otherwise terminated without a distribution of Stock to the Participant; (d) shares of Stock not delivered to the Participant because the Award is exercised through a reduction of shares subject to the Award (i.e., “net exercised”); and (e) shares of Stock delivered (either actually or by attestation) to or withheld by the Corporation in connection with the exercise of an Option awarded under the Plan, or in payment of any required income tax withholding for the exercise of an Option or the vesting of Restricted Stock awarded under the Plan. The shares that may be issued or delivered under the Plan may be either authorized but unissued shares, repurchased shares, or partly each. If any Award granted under the Plan is canceled by mutual consent or terminates or expires for any reason without having been being exercised in full, or, if and to full or is satisfied without the extent that an Award of Restricted Stock Units is paid in cash rather than the issuance of shares distribution of Stock, or Stock distributed pursuant to an Award is forfeited or reacquired by the number Company, or is surrendered upon exercise of shares an Award, the Stock subject to such Award (or in the case of Restricted Stock Unitsso forfeited, the number of shares of Stock for which payment was made in cash) will reacquired or surrendered shall again be available for distribution for purposes of the Plan. If. (d) No Participant may receive Awards, including Options, during any one calendar year representing more than 50,000 Shares or more than 25,000 Performance Units. (e) Any shares issued by the Company in connection with an acquisition the assumption or substitution of another company or all or part of outstanding grants from any acquired corporation shall not reduce the assets of another company by Shares available for Awards under the Corporation or an Affiliate, or in connection with a merger or other combination of another company with the Corporation or an Affiliate, the Corporation either (i) assumes stock options or other stock incentive obligations of such other company, or (ii) grants stock options or other stock incentives in substitution for stock options or other stock incentive obligations of such other company, then none of the shares of Stock that are issuable or transferable pursuant to such stock options or other stock incentives that are assumed or granted in substitution by the Corporation will be charged against the limitations set forth in this Section 3.1Plan.

Shares Available Under the Plan. (a) Subject to adjustment Section 4(b) and to the adjustments as provided in Section 12 of the Plan, the aggregate number of Shares that may be delivered or purchased or used for reference purposes (with respect to Share Appreciation Rights or Phantom Shares) with respect to Awards granted under the Plan, including with respect to Incentive Share Options, shall not exceed an aggregate of , plus an aggregate of Shares that may be delivered or purchased with respect to the Anti-Dilution Awards. Except as set forth in Section 3.2, the maximum number of shares of Stock that may be issued or delivered and as to which Awards may be granted under the Plan will be equal to the sum of: 4(b): (ai) 4,248,497 shares of Stock, which were authorized at the time that the Plan was first adopted by the Board effective January 13, 2010; (b) 3,000,000 shares of Stock; (c) if any shares of Stock subject to an Award under the Plan that expires without being exercisedAward, or is forfeited, canceled, settled or otherwise terminated without a distribution of Stock to the Participant; (d) shares of Stock not delivered to the Participant because the Award is exercised through a reduction of shares subject to the Award (i.e., “net exercised”); and (e) shares of Stock delivered (either actually or by attestation) to or withheld by the Corporation in connection with the exercise portion of an Option awarded Award, issued under the Plan, or in payment of any required income tax withholding for the exercise of an Option or the vesting of Restricted Stock awarded under the Plan. The shares that may be issued or delivered under the Plan may be either authorized but unissued shares, repurchased shares, or partly each. If any Award granted under the Plan is canceled by mutual consent expires or terminates unexercised, becomes unexercisable or expires for is forfeited or otherwise terminated, surrendered or canceled as to any reason Shares without having been exercised in full, the delivery by the Company (or, if and to the extent that an Award of Restricted Stock Units is paid in cash rather than the issuance of shares of Stock, the number of shares subject to such Award (or in the case of Restricted Stock UnitsShares, without vesting) of Shares or if any Award is settled in cash and not in Shares, the Shares subject to such Award shall thereafter be available for further Awards under the Plan; (ii) if the exercise price of any Share Option and/or the tax withholding obligations relating to any Award are satisfied by delivering Shares to the Company (by either actual delivery or by attestation), only the number of shares Shares issued net of Stock for which payment was made in cash) will again the Shares delivered or attested to shall be available deemed delivered for purposes of the Plan. If, in connection with an acquisition of another company or all or part of the assets of another company by the Corporation or an Affiliate, or in connection with a merger or other combination of another company with the Corporation or an Affiliate, the Corporation either (i) assumes stock options or other stock incentive obligations of such other company, or (ii) grants stock options or other stock incentives in substitution for stock options or other stock incentive obligations of such other company, then none of the shares of Stock that are issuable or transferable pursuant to such stock options or other stock incentives that are assumed or granted in substitution by the Corporation will be charged against the limitations limits set forth in this Section 3.14(a); and (iii) to the extent any Shares subject to an Award are withheld to satisfy the exercise price (in the case of a Share Option) and/or the tax withholding obligations relating to such Award, such Shares shall not be deemed to have been delivered for purposes of the limits set forth in this Section 4(a). (b) Notwithstanding Section 4(a) and subject to the adjustments as provided in Section 12 of the Plan, an additional Shares shall be available for issuance under the Plan pursuant to the exercise or vesting of Rollover Awards. Notwithstanding Section 4(a): (i) no Shares subject to any Rollover Award, or portion of a Rollover Award, that expires or terminates unexercised, becomes unexercisable or is forfeited or otherwise terminated, surrendered or canceled as to any Shares without the delivery by the Company (or, in the case of Restricted Shares, without vesting) of Shares or settled in cash and not in Shares, (whether on, prior to or following the date of this Amendment and Restatement of the Plan) shall thereafter be available for further Awards under the Plan; (ii) if the exercise price of any Rollover Award and/or the tax withholding obligations relating to any Rollover Award (whether on, prior to or following the date of this Amendment and Restatement of the Plan) are satisfied by delivering Shares to the Company (by either actual delivery or by attestation), all Shares subject to such Rollover Award shall be deemed delivered for purposes of the limits set forth in this Section 4(b); and (iii) to the extent any Shares subject to a Rollover Award are withheld to satisfy the exercise price and/or the tax withholding obligations relating to such Rollover Award (whether on, prior to or following the date of this Amendment and Restatement of the Plan), all such Shares shall be deemed to have been delivered for purposes of the limits set forth in this Section 4(b). (c) Shares available under the Plan may be, in any combination, authorized but unissued Shares and Shares that are repurchased in the market, and canceled by the Company. In no event will any Award, or portion of an Award, issued under the Plan result in the issuance of Shares for an amount less than their underlying aggregate par value.