MOTOROLA, INC. 1303 East Algonquin Road Schaumburg, Illinois 60196Motorola Inc • April 8th, 2008 • Radio & tv broadcasting & communications equipment • Delaware
This letter agreement shall become effective upon the appointment or election of Keith A. Meister (the “Designee”) to the Board of Directors (the “Board”) of Motorola, Inc. (the “Company”). The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, each of the Icahn Designees (as defined in the Agreement dated the date hereof between the Company, Carl Icahn, Icahn Partners LP, Icahn Partners Master Fund LP and High River Limited Partnership) may, if and to the extent he desires to do so, disclose information he obtains while a member of the Board to the Representatives (as hereinafter defined) and may discuss such information with any and all such persons. As a result, you may receive certain non-public information regarding the Company. You acknowledge that this information is proprietary to the Company and may include trade secrets or other business information the disclosure of which could harm the Company. In consideration for,
AGREEMENTAgreement • April 8th, 2008 • Motorola Inc • Radio & tv broadcasting & communications equipment
This Agreement dated April 7, 2008, is by and among the persons and entities listed on Schedule A (collectively, the “Icahn Group”, and individually a “member” of the Icahn Group) and Motorola, Inc. (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
