Execution Version
MOTOROLA, INC.
0000 Xxxx Xxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
November 30, 2010
Persons and entities listed on Schedule A (the "Icahn Group")
Re: Motorola Agreement
Ladies and Gentlemen:
Reference is hereby made to that certain Agreement, dated April 7, 2008,
among the Icahn Group and Motorola, Inc. (the "Motorola Agreement"). Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to
them in the Motorola Agreement. The term "Icahn Group" shall hereinafter exclude
Xxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxxxx.
The parties hereto agree that (a) Xxxxxxx X. Xxxxxxxx (or any successor
designated by the Icahn Group, a "Successor") shall replace Xxxxx X. Xxxxxxx as
the Designee under the Motorola Agreement and all references to Xx. Xxxxxxx in
the Motorola Agreement shall refer to Xx. Xxxxxxxx (or such Successor) from and
after the date of Xx. Xxxxxxxx'x (or such Successor's) appointment or election
to the Board and his execution of the Confidentiality Agreement and (b) the term
"Icahn Designee(s)" shall no longer include Xxxxxxx X. Xxxxxxxxx or Xxxxx
Xxxxxxx from and after the date of Xx. Xxxxxxxx'x appointment or election to the
Board and such term thereafter shall only include Xx. Xxxxxxxx (or such
Successor). Simultaneously with the resignation of Xx. Xxxxxxx from the Motorola
Board of Directors, Motorola will cause Xx. Xxxxxxxx to fill the vacancy created
by the resignation.
In addition, the parties hereby acknowledge and agree that the term "Common
Stock" in the Motorola Agreement shall refer to the common stock, par value
$0.01 per share, of the Company.
Except as expressly amended hereby, the Motorola Agreement and the
Confidentiality Agreement are in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect.
This letter shall form a part of the Motorola Agreement for all purposes, and
each party thereto and hereto shall be bound hereby. Sections 7, 9, 10, 11, 13
and 14 of the Motorola Agreement shall apply to this letter agreement, mutatis
mutandis.
[Signature pages follows]
Very truly yours,
MOTOROLA, INC.
By: /s/ Xxxxxxx X. Xxxxx
--------------------
Name: Xxxxxxx X. Xxxxx
Title: Co-CEO
[Signature Page to Motorola - Icahn Agreement, dated November 30, 2010]
AGREED TO and ACCEPTED BY:
Icahn Partners LP
By: /s/ Xxxxx Xxxxx
---------------
Name: Xxxxx Xxxxx
Title: Chief Compliance Officer
Icahn Partners Master Fund LP
By: /s/ Xxxxx Xxxxx
---------------
Name: Xxxxx Xxxxx
Title: Chief Compliance Officer
High River Limited Partnership
By: Xxxxxx Investments LLC, its general partner
By: Barberry Corp., its sole member
By: /s/ Xxxxx Xxxxx
---------------
Name: Xxxxx Xxxxx
Title: Secretary and Treasurer
/s/ Xxxx X. Xxxxx
-----------------
Xxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxxxxx
-----------------------
Xxxxxxx X. Xxxxxxxx
