MOTOROLA, INC. Schaumburg, Illinois 60196Letter Agreement • December 1st, 2010 • Motorola Inc • Radio & tv broadcasting & communications equipment • Delaware
This letter agreement shall become effective upon the appointment or election of Vincent J. Intrieri 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, Mr. Intrieri (or any successor designated by the Icahn Group, the “Icahn Designee”) 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, and as a condition of, non-public information being furnished to you (and, subject to the restrictions in paragraph 2, your age
MOTOROLA, INC.Motorola Agreement • December 1st, 2010 • Motorola Inc • Radio & tv broadcasting & communications equipment
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 Keith A. Meister and William R. Hambrecht.
