FORM OF SPINCO CONTRIBUTION AGREEMENTSpinco Contribution Agreement • November 12th, 2010 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment
THIS SPINCO CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the Business Day immediately prior to the Distribution Date (such Business Day, the “Effective Date”), by and between Motorola, Inc., a Delaware corporation (“Motorola”), and Motorola Mobility Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Motorola (formerly, Motorola SpinCo Holdings Corporation) (“SpinCo”). Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in Article 1 of that certain Amended and Restated Master Separation and Distribution Agreement effective as of July 31, 2010, as may be amended from time to time (the “Separation Agreement”), by and among Motorola, SpinCo and Motorola Mobility, Inc., a Delaware corporation and wholly-owned subsidiary of Motorola (“Mobility”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2010 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • Illinois
further agree that this Agreement is governed by the laws of Illinois, without giving effect to any state’s principles of Conflicts of Laws, and any legal action related to this Agreement shall be brought only in a federal or state court located in Illinois, USA. I accept the jurisdiction of these courts and consent to service of process from said courts solely for legal actions related to this Agreement and the Covered Options.
