RESTRICTED STOCK UNIT SUBSTITUTE AWARD AGREEMENTRestricted Stock Unit Substitute Award Agreement • February 18th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment
This Restricted Stock Unit Award (“Award”) was awarded on «Grant_date» (“Date of Grant”), by Motorola, Inc. to «First_Name» «Last_Name» (the “Grantee”).
RESTRICTED STOCK UNIT SUBSTITUTE AWARD AGREEMENT (“Agreement”)Restricted Stock Unit Substitute Award Agreement • February 18th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment
WHEREAS, Grantee received the Award pursuant to the inducement grant exception under the New York Stock Exchange rules;
RESTRICTED STOCK UNIT SUBSTITUTE AWARD AGREEMENTRestricted Stock Unit Substitute Award Agreement • February 18th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment
This Restricted Stock Units Award (the “Award”) was awarded on «Grant_date» (“Date of Grant”), by Motorola, Inc. to «First_Name» «Last_Name» (the “Grantee”).
STOCK OPTION CONSIDERATION AGREEMENT GRANT DATE: [Grant Date]Stock Option Consideration Agreement • February 18th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • Illinois
The following Agreement is (A) established to ensure the continued protection of the trade secrets, intellectual property, confidential information, customer relationships and goodwill of Motorola Mobility Holdings, Inc. and each of its subsidiaries (the “Company”), both as defined in the Motorola Mobility Holdings, Inc. Legacy Incentive Plan (the “Plan”), and Motorola, Inc. and each of its subsidiaries (“Predecessor” which, to the extent this Agreement refers to post-Distribution rights and obligations, shall mean Motorola Solutions, Inc. and each of its subsidiaries) to the extent hereinafter provided, and to reflect the assumption and substitution by Motorola Mobility on January 4, 2011 under the terms of the Plan of an option (the “Original Award”) granted to me by Motorola, Inc. on the above referenced grant date, and (B) made in connection with the distribution to holders of shares of Predecessor common stock of the outstanding shares of Company Common Stock (the “Distribution”).
MOTOROLA MOBILITY HOLDINGS, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 18th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • Delaware
This Restricted Stock Award (“Award”) is awarded on January 28, 2011 (“Date of Grant”), by Motorola Mobility Holdings, Inc. (the “Company”) to Dr. Sanjay K. Jha (“Participant”).
MOTOROLA MOBILITY HOLDINGS, INC. GLOBAL AWARD AGREEMENT For the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan Terms and Conditions Related to Non-Qualified Employee Stock OptionsGlobal Award Agreement • February 18th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • Delaware
Motorola Mobility Holdings, Inc. (“the Company”) is pleased to grant you options to purchase shares of the Company’s Common Stock (“Shares”) under the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan (the “Plan”). The number of options (“Options”) awarded to you and the Exercise Price per Option, which is the Fair Market Value on the Date of Grant, are stated above. Each Option entitles you to purchase one Share on the terms described below in this Award Agreement (the “Award Agreement”), and in the Plan.
MOTOROLA MOBILITY HOLDINGS, INC. RESTRICTED STOCK UNIT GLOBAL AWARD AGREEMENTRestricted Stock Unit Global Award Agreement • February 18th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • Delaware
This Restricted Stock Unit Award (“Award”) is awarded on «Grant_date» (“Date of Grant”), by Motorola Mobility Holdings, Inc. (the “Company”) to «First_Name» «Last_Name» (“Participant”).
MOTOROLA MOBILITY HOLDINGS, INC. GLOBAL AWARD AGREEMENT For the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan Terms and Conditions Related to Non-Qualified Employee Stock OptionsGlobal Award Agreement • February 18th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • Delaware
Motorola Mobility Holdings, Inc. (“the Company”) is pleased to grant you options to purchase shares of the Company’s Common Stock (“Shares”) under the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan (the “Plan”). The number of options (“Options”) awarded to you and the Exercise Price per Option, which is no less than the Fair Market Value on the Date of Grant, are stated above. Each Option entitles you to purchase one Share on the terms described below in this Award Agreement including any appendix hereto (the “Appendix”; the Agreement and the Appendix, collectively, the “Award Agreement”), and in the Plan.
MOTOROLA MOBILITY HOLDINGS, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENTGrants • February 18th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • Delaware
This Restricted Stock Unit Award (“Award”) is awarded on «Grant_date» (“Date of Grant”), by Motorola Mobility Holdings, Inc. (the “Company”) to «First_Name» «Last_Name», a non-employee member of the Board of Directors of the Company (“Director”).
MOTOROLA MOBILITY HOLDINGS, INC. STOCK OPTION CONSIDERATION AGREEMENT GRANT DATE: January 28, 2011Stock Option Consideration Agreement • February 18th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • Delaware
The following Agreement is established to protect the trade secrets, intellectual property, confidential information, customer relationships and goodwill of Motorola Mobility Holdings, Inc. and each of its Affiliates (the “Company”) as defined in the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan (the “Plan”). In its sole discretion, the Committee (as defined in the Plan) may amend or waive the provisions of this Agreement, in whole or in part, to the extent necessary or advisable to comply with applicable laws, as determined by the Committee.
MOTOROLA MOBILITY HOLDINGS, INC. AWARD AGREEMENT For the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan Terms and Conditions Related to Non-Employee Director Stock OptionsAward Agreement • February 18th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • Delaware
Motorola Mobility Holdings, Inc. (“the Company”) is pleased to grant you options to purchase shares of the Company’s Common Stock (“Shares”) under the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan (the “Plan”). The number of options (“Options”) awarded to you and the Exercise Price per Option, which is no less than the Fair Market Value on the Date of Grant, are stated above. Each Option entitles you to purchase one Share on the terms described below in this Award Agreement and in the Plan.
STOCK OPTION CONSIDERATION AGREEMENT GRANT DATE: [GRANT DATE]Stock Option Consideration Agreement • February 18th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • Illinois
The following Agreement is (A) established to ensure the continued protection of the trade secrets, intellectual property, confidential information, customer relationships and goodwill of Motorola Mobility Holdings, Inc. and each of its subsidiaries (the “Company”), both as defined in the Motorola Mobility Holdings, Inc. Legacy Incentive Plan (the “Plan”), and Motorola, Inc. and each of its subsidiaries (“Predecessor” which, to the extent this Agreement refers to post-Distribution rights and obligations, shall mean Motorola Solutions, Inc. and each of its subsidiaries) to the extent hereinafter provided, and to reflect the assumption and substitution by Motorola Mobility on January 4, 2011 under the terms of the Plan of an option (the “Original Award”) granted to me by Motorola, Inc. on the above referenced grant date, and (B) made in connection with the distribution to holders of shares of Predecessor common stock of the outstanding shares of Company Common Stock (the “Distribution”).
MOTOROLA MOBILITY HOLDINGS, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 18th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • Delaware
This Restricted Stock Unit Award (“Award”) is awarded on «Grant_date» (“Date of Grant”), by Motorola Mobility Holdings, Inc. (the “Company”) to «First_Name» «Last_Name», a non-employee member of the Board of Directors of the Company (“Director”).
FORM OF TIME SHARING AGREEMENTForm of Time Sharing Agreement • February 18th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • Illinois
This TIME SHARING AGREEMENT (this “Agreement”) is made and entered into as of the day of , 2011 between Motorola Mobility, Inc., hereinafter referred to as the “Operator”, and Sanjay K. Jha, hereinafter referred to as “User”.
STOCK OPTION CONSIDERATION AGREEMENT GRANT DATE: [GRANT DATE]Stock Option Consideration Agreement • February 18th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • Illinois
The following Agreement is (A) established to ensure the continued protection of the trade secrets, intellectual property, confidential information, customer relationships and goodwill of Motorola Mobility Holdings, Inc. and each of its subsidiaries (the “Company”), both as defined in the Motorola Mobility Holdings, Inc. Legacy Incentive Plan (the “Plan”), and Motorola, Inc. and each of its subsidiaries (“Predecessor” which, to the extent this Agreement refers to post-Distribution rights and obligations, shall mean Motorola Solutions, Inc. and each of its subsidiaries) to the extent hereinafter provided, and to reflect the assumption and substitution by Motorola Mobility on January 4, 2011 under the terms of the Plan of an option (the “Original Award”) granted to me by Motorola, Inc. on the above referenced grant date, and (B) made in connection with the distribution to holders of shares of Predecessor common stock of the outstanding shares of Company Common Stock (the “Distribution”).
MOTOROLA MOBILITY HOLDINGS, INC. STOCK OPTION CONSIDERATION AGREEMENT GRANT DATE: XXXXXXMotorola Mobility Holdings, Inc • February 18th, 2011 • Radio & tv broadcasting & communications equipment • Delaware
The following Agreement is established to protect the trade secrets, intellectual property, confidential information, customer relationships and goodwill of Motorola Mobility Holdings, Inc. and each of its Affiliates (the “Company”) as defined in the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan (the “Plan”). In its sole discretion, the Committee (as defined in the Plan) may amend or waive the provisions of this Agreement, in whole or in part, to the extent necessary or advisable to comply with applicable laws, as determined by the Committee.
STOCK OPTION CONSIDERATION AGREEMENT GRANT DATE: [Grant Date]Stock Option Consideration Agreement • February 18th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment • Illinois
The following Agreement is (A) established to ensure the continued protection of the trade secrets, intellectual property, confidential information, customer relationships and goodwill of Motorola Mobility Holdings, Inc. and each of its subsidiaries (the “Company”), both as defined in the Motorola Mobility Holdings, Inc. Legacy Incentive Plan (the “Plan”), and Motorola, Inc. and each of its subsidiaries (“Predecessor” which, to the extent this Agreement refers to post-Distribution rights and obligations, shall mean Motorola Solutions, Inc. and each of its subsidiaries) to the extent hereinafter provided, and to reflect the assumption and substitution by Motorola Mobility on January 4, 2011 under the terms of the Plan of an option (the “Original Award”) granted to me by Motorola, Inc. on the above referenced grant date, and (B) made in connection with the distribution to holders of shares of Predecessor common stock of the outstanding shares of Company Common Stock (the “Distribution”).
SPINCO CONTRIBUTION AGREEMENTSpinco Contribution Agreement • February 18th, 2011 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment
THIS SPINCO CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of January 3, 2011 (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”).
