10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                     

Commission File number 001-34805

MOTOROLA MOBILITY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	27-2780868
(State of Incorporation)	(I.R.S. Employer Identification No.)

600 N. U.S. Highway 45, Libertyville, Illinois 60048

(Address of principal executive offices)

(847) 523-5000

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, $.01 Par Value per Share	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  ¨    No  x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨	Accelerated filer  ¨	Non-accelerated filer  x	Smaller reporting company  ¨
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ¨    No  x

As of June 30, 2010, the registrant’s common stock was not publicly traded. The number of shares of the registrant’s Common Stock, $.01 par value per share, outstanding as of January 31, 2011 was 294,528,536.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement to be delivered to stockholders in connection with its Annual Meeting of Stockholders to be held on May 9, 2011, are incorporated by reference into Part III.

Table of Contents

	Page
PART I		1
Item 1. Business		1
Business Segments		2
Mobile Devices Segment		2
Home Segment		6
Other Information		9
Financial Information About Segments		9
Customers		9
Intellectual Property		10
Environmental		11
Employees		11
Payment Terms		11
Backlog		11
Regulatory Matters		11
Inventory, Raw Materials, Right of Return and Seasonality		12
Available Information		13
Item 1A. Risk Factors		13
Item 1B. Unresolved Staff Comments		34
Item 2. Properties		34
Item 3. Legal Proceedings		34
Item 4. Submission of Matters to a Vote of Security Holders		39
Executive Officers of the Registrant		39
PART II		41
Item  5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		41
Item 6. Selected Financial Data		42
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		43
Item 7A. Quantitative and Qualitative Disclosures About Market Risk		73
Item 8. Financial Statements and Supplementary Data		75
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		113
Item 9A. Controls and Procedures		113
Item 9B. Other Information		114
PART III		114
Item 10. Directors, Executive Officers and Corporate Governance		114
Item 11. Executive Compensation		114
Item  12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		114
Item 13. Certain Relationships and Related Transactions, and Director Independence		114
Item 14. Principal Accounting Fees and Services		114
PART IV		115
Item 15. Exhibits and Financial Statement Schedules		115
15(a)(1) Financial Statements		115
15(a)(2) Financial Statement Schedule and Independent Auditors’ Report		115
15(a)(3) Exhibits		115

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Forward-looking statements in our public filings or other public statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or other public statements. These forward-looking statements were based on various facts and were derived utilizing numerous important assumptions and other important factors, and changes in such facts, assumptions or factors could cause actual results to differ materially from those in the forward-looking statements. Forward-looking statements include the information concerning our future financial performance, business strategy, projected plans and objectives. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “may increase,” “may fluctuate,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could” are generally forward-looking in nature and not historical facts. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is based on the current plans and expectations of our management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. You should understand that the factors described under “Risk Factors” and the following important factors could affect our future results and could cause actual results to differ materially from those expressed in such forward-looking statements:

• adverse developments in general business, economic and political conditions or any outbreak or escalation of hostilities on a national, regional or international basis;

• the uncertain economic climate and its impact on the markets in general or on the ability of our suppliers to meet their commitments to us, or the timing of purchases by our current and potential customers, and other general economic and business conditions;

• the impact of our separation from Motorola, Inc. and risks relating to our ability to operate effectively as an independent, publicly traded company;

• changes in our cost structure, management, financing and business operations following our separation from Motorola, Inc.;

• the rapidly changing and intensely competitive nature of the Mobile Devices and Home businesses;

• fluctuations in our operating results, unanticipated delays or accelerations in our sales cycles and the difficulty of accurately estimating revenues;

• competition in our existing and future lines of business and the financial resources of competitors; and

• risks inherent in operating in foreign countries, including the impact of economic, political, legal, regulatory, compliance, cultural, foreign currency fluctuations and other conditions abroad.

Except for historical matters, the matters discussed in this Annual Report on Form 10-K are forward-looking statements that involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements that relate to, or statements that are subject to risks, contingencies or uncertainties that relate to, for example:

• our business strategies, plans and objectives, including the anticipated impact of such strategies, plans and objectives;

• our future operating and financial performance;

• remaining estimated cash and cash equivalents that Motorola, Inc. is expected to contribute to Motorola Mobility upon repatriation;

• future levels of revenues, operating margins, income from operations, net income, earnings per share and other financial information;

• expectations regarding the Company’s ability to finance its operations and its ability to obtain, and the cost of, performance related bonds;

• future hedging activities;

• anticipated levels of demand for our products and services;

• expectations regarding our research and development activities and intellectual property, including expectations regarding the competitiveness of the patent portfolio;

• the success or timing of completion of ongoing or anticipated capital or maintenance projects;

• expectations regarding opportunities for growth;

• expectations regarding availability of materials and components, energy supplies and labor;

• the potential effects of judicial or other proceedings and of the financial markets on our business, financial condition, results of operations and cash flows; and

• the anticipated effects of actions of third-parties such as competitors, counterparties, or federal, foreign, state or local regulatory authorities, or plaintiffs in litigation.

In particular, information included under “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contain forward-looking statements.

Other factors not identified above, including the risk factors described in the section entitled “Risk Factors” included elsewhere in this Annual Report on Form 10-K, may also cause actual results to differ materially from those projected by our forward-looking statements. Most of these factors are difficult to anticipate and are generally beyond our reasonable control.

You should consider the areas of risk described above, as well as those set forth in the section entitled “Risk Factors” included elsewhere in this Annual Report on Form 10-K, in connection with considering any forward-looking statements that may be made by us and our businesses generally. We cannot assure you that projected results or events reflected in the forward-looking statements will be achieved or occur. The forward-looking statements included in this document are made as of the date of this Annual Report on Form 10-K. We undertake no obligation to publicly release any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

MOTOROLA and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC. DROID is a trademark of Lucasfilm Ltd. and its related companies. Used under license. GOOGLE and ANDROID are trademarks of Google Inc. All other product or service names are the property of their respective owners. ^© 2011 Motorola Mobility, Inc. All rights reserved.

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PART I

Throughout this 10-K report we “incorporate by reference” certain information in parts of other documents filed with the Securities and Exchange Commission (the “SEC”). The SEC allows us to disclose important information by referring to it in that manner. Please refer to such information.

We are making forward-looking statements in this report. In “Item 1A: Risk Factors” we discuss some of the risk factors that could cause actual results to differ materially from those stated in the forward-looking statements.

“Motorola Mobility” (which may be referred to as the “Company,” “we,” “us,” or “our”) means Motorola Mobility Holdings, Inc. or Motorola Mobility Holdings, Inc. and its subsidiaries, or one of our segments, as the context requires. “Motorola” is a registered trademark of Motorola Trademark Holdings, LLC.

Item 1: Business

Separation from Motorola, Inc.

On January 4, 2011 (the “Distribution Date”), Motorola Mobility Holdings, Inc. became an independent, publicly traded company as a result of Motorola, Inc.’s distribution of its shares of Motorola Mobility to Motorola, Inc. stockholders. On the Distribution Date, Motorola, Inc. stockholders of record as of the close of business on December 21, 2010 (the “Record Date”) received one share of Motorola Mobility common stock for every eight shares of Motorola, Inc. common stock held as of the Record Date (the “Distribution”). Motorola Mobility is comprised of Motorola, Inc.’s former Mobile Devices and Home businesses. Motorola, Inc.’s Board of Directors approved the distribution of its shares of Motorola Mobility Holdings, Inc. on November 30, 2010. Motorola Mobility Holdings, Inc. was incorporated on May 28, 2010 and is the parent of Motorola Mobility, Inc., our main U.S. wholly owned operating subsidiary through which we conduct substantially all of the business activities discussed in this Annual Report on Form 10-K. Our Registration Statement on Form 10 was declared effective by the U.S. Securities and Exchange Commission on December 1, 2010. Our common stock began trading “regular-way” under the ticker symbol “MMI” on the New York Stock Exchange on January 4, 2011.

Motorola, Inc. changed its name to Motorola Solutions, Inc. (hereinafter, our “Former Parent”) effective on separation on January 4, 2011.

Motorola Mobility

Motorola Mobility Holdings, Inc. is a provider of innovative technologies, products and services that enable a broad range of mobile and wireline digital communication, information and entertainment experiences. The Company’s integrated products and platforms deliver rich multimedia content, such as video, voice, messaging and Internet-based applications and services to multiple screens, such as mobile devices, televisions and personal computers (“multi-screens”). Our product portfolio primarily includes mobile devices, wireless accessories, set-top boxes and video distribution systems, and wireline broadband infrastructure products and associated customer premises equipment. We are focused on developing differentiated, innovative products to meet the expanding needs of consumers to communicate, to collaborate and to discover, consume, create and share content at a time and place of their choosing on multiple devices. We operate our business in two segments, our Mobile Devices segment and our Home segment.

We believe we are well positioned to enable the evolving digital lifestyle by delivering multi-screen experiences across multiple types of devices. Previously separate industries like the wireless, media, the Internet and computing industries are increasingly interacting with each other, creating consumer demand for new devices, applications and services, including cloud-based services. Cloud-based refers to a computing environment where applications and content are shared and delivered over the network using resources that might be located in a single data center, distributed across a number of data centers, or spread throughout the entire network. We offer devices that support these new applications and services, including the ATRIX^™ smartphone and DROID™ by MOTOROLA family of smartphones. MOTOBLUR™, our cloud-based service platform, manages, aggregates, automatically delivers (referred to as “push”) and uploads personalized digital content, such as photos, videos and social networking updates. We are also a provider of products and services for the delivery of video, voice and data to the home. Our

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businesses have complementary core strengths and synergies in intellectual property, technology, design, distribution and operator and carrier relationships, which together with a global brand uniquely position us to capitalize on emerging opportunities.

The relationship between consumers, devices and the world around them is rapidly evolving due to the convergence of wireless, media, the Internet and computing, and consumers’ demand for anywhere, anytime communications and collaboration. This convergence is enabling new digital lifestyles, as demonstrated by the following key trends, including:

• Adoption of wireless and wired broadband Internet connectivity;

• Increased use of social networking across multiple devices;

• Growth of online and mobile video; and

• Widespread use of online and mobile commerce.

These digital lifestyles are characterized by new engagement models. Consumers want to:

• Communicate using voice, text, instant messaging, email, social networking and blogs;

• Rapidly access information through broadband connectivity anywhere and anytime;

• Consume and interact with entertainment and media content;

• Use one device for both business and personal applications;

• Capture and share user generated content, such as photos and videos; and

• Purchase goods and services through online and mobile commerce.

We sell our products globally and in 2010 our net revenues were $11.5 billion. We have approximately 19,000 employees and we operate in approximately 40 countries, with major facilities in the U.S., China, Brazil and Taiwan. Our direct customers are large, leading telecommunications and cable operators. We also sell our products through retailers and distributors. We are strongly committed to research and development and we have a broad portfolio of approximately 17,000 granted patents and approximately 7,500 pending patent applications worldwide.

Business Segments

We report financial results for the following two business segments:

Mobile Devices Segment

The Mobile Devices segment is a provider of mobile devices and related products and services designed to deliver mobile communications, such as voice, messaging, push-to-talk and video, and to deliver mobile Internet access and content, including multimedia, social networking, navigation and other mobile applications. Mobile Devices net revenues represented 68% of Motorola Mobility’s combined net revenues in 2010.

Our Products

We design, manufacture and sell a range of mobile devices encompassing multiple network technologies, form factors (which are the physical look and mechanical function of a device), capabilities, price points and geographies. Our product portfolio of mobile devices includes smartphones (which are wireless phones with advanced Internet browsing and application capabilities), feature phones (which are wireless phones with limited Internet browsing and application capabilities), voice-centric phones (which are primarily used for calls and text messaging), and media tablet devices (also known as slates) (“media tablets”) that offer enhanced multimedia and functionality to the end user. We also provide complementary mobile software, services, and accessories and license our extensive portfolio of intellectual property. We market our products globally to mobile network operators and carriers (collectively “wireless carriers”) and consumers through direct sales, retailers, and distributors.

Our Industry

In 2010, total industry shipments of wireless handsets increased from an economically weakened level in 2009. The smartphone segment grew on a unit basis more than 60% from 2009 to 2010. We expect the smartphone

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segment unit growth to be between 40% to 50% for the full year 2011. In addition, wireless connectivity is being integrated into new classes of devices (“converged devices”), including media tablets, creating new growth opportunities for mobile devices manufacturers. We expect the market for media tablet units to more than double in 2011.

Key drivers of mobile device growth include:

• Growing Consumer Demand for Multi-Function Devices. The mobile device is evolving from a voice-only communications device to a multi-function device with features like digital still camera, video camera, music player, organizer, email and calendars, Internet browsing and gaming. Consumers’ desire for mobile data and their evolving communication patterns will continue to drive the demand for devices with enhanced, personalized mobile experiences, including easy access to the Internet, content and applications on a real-time basis.

• Wireless Carriers’ Focus on Growing Data ARPU. In response to intense competition and shifting consumer communication behavior, we expect wireless carriers to continue to focus on increasing data average revenue per user (“ARPU”) to offset declining voice ARPU. To drive data ARPU, we believe wireless carriers will continue to promote smartphones and converged devices that provide Internet access, applications and services. In addition, wireless carriers are continuing to deploy higher bandwidth wireless technologies such as fourth generation cellular (“4G”) standards to better support smartphones and converged devices that enhance consumers’ overall mobile experience.

• Advanced Device Technology. High performance mobile microprocessors, advanced mobile browsers, and high speed wireless networks are enabling mobile devices to provide functionality similar to what consumers experience on a personal computer. Advanced operating systems have enabled third-party developers to create thousands of new innovative mobile applications that consumers can easily download and install on their mobile devices.

• Emergence of Mobile Cloud-Based Services. Increasingly, cloud-based services and applications are being used to deliver information and content to mobile devices. Examples of these services include sharing and consumption of media, social networking and location based services, such as navigation.

• Increasing Consumer Choices Within the Enterprise. Businesses are increasingly permitting employees to choose the mobile devices they use in the workplace. At the same time, employees are seeking multi-functional devices to serve business and personal applications.

Mobile device manufacturers compete in a rapidly evolving marketplace. To be successful, manufacturers must consistently innovate and deliver a differentiated product portfolio. This requires extensive intellectual property assets and expertise in the integration of hardware, software and, increasingly, services. Manufacturers must also have strong wireless carrier relationships, global distribution capabilities, a strong brand and the ability to effectively build or work within a growing ecosystem of applications.

Our Strengths

We believe the strengths of our Mobile Devices segment position us well to bring to market innovative and differentiated products and services. Our key strengths include:

• Innovative Mobile Technologies. We have a long history of developing innovative mobile devices including the first portable cellular phone, the StarTAC^® and RAZR^® phones, the DROID by MOTOROLA family of smartphones and, more recently, the ATRIX. We have devoted extensive research and development resources into integrating advanced technologies such as multiple radio interfaces, mobile microprocessors, advanced mobile operating systems and advanced multimedia functionality and industrial design into our mobile devices. In addition, we have extended our expertise into software application and services development to create the MOTOBLUR service platform.

• Diverse Product Portfolio. Our diverse global product portfolio includes media tablets, smartphones, feature phones and voice-centric devices. This portfolio extends across various wireless technologies, capabilities, form factors and price points.

• Deep Customer Relationships. We have extensive relationships with wireless carriers, retailers and global distributors that have been in place for many years. Our global sales organization markets our portfolio of devices and services around the world.

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• Strong Patent Portfolio. We have developed an extensive portfolio of intellectual property assets through our significant and continued investment in research and development. The intellectual property assets held by our Mobile Devices segment include approximately 15,200 granted patents and 6,200 pending patent applications, worldwide, which are complemented by another approximately 1,900 granted patents and 1,300 pending patent applications, worldwide, held by our Home segment for a total held by our two segments of approximately 17,000 granted patents and 7,500 pending patent applications, worldwide. These patents and patent applications are directed to inventions in areas such as wireless, audio, video, design and user interface (“UI”).” Further, we believe our portfolio of patents in 4G will position us well in the upcoming technology transition from 2G and 3G.

• Global Brand. Our highly recognizable and successful global brand has been in use for over 80 years. We believe our brand is associated with quality, reliability and innovation.

Our Strategy

We are committed to provide a portfolio of smartphones and media tablets that will enhance the mobility of the Internet and deliver interactive, personalized multi-screen experiences and services to consumers around the world. The convergence of these experiences and services onto a single mobile device requires integration of hardware, software, services and UI, which we believe we can provide with our mobile devices. We also selectively develop devices which target other segments of the mobile device market, including feature phones and voice-centric devices.

Our strategy is to differentiate ourselves from competitors across a number of dimensions. We are differentiating our portfolio by providing an array of innovative and integrated smartphone devices and media tablets encompassing multiple price points, technologies and geographies. Media tablets will bring the power of computing into a mobile form factor and are a critical component to enable multi-screen experiences. We are also differentiating our products through our global distribution reach, highly recognized brand and extensive customer relationships. As the new digital lifestyle continues to evolve, we plan to take advantage of our capabilities in mobile and wireline communications to meet consumers’ increasing demands to communicate and collaborate inside and outside the home effortlessly on multiple devices. Key elements of our strategy include:

• Capitalize on Our Leading Technology Position.    We believe that open-source platforms foster rapid innovation and encourage third-party development of applications and services, resulting in an expansive ecosystem of consumer experiences and entertainment. We are currently using the Android^TM operating system, a royalty-free, open-source platform developed by Google™, to develop our portfolio of smartphones, which currently has a large offering of applications and services.

We are differentiating certain of our product offerings by using the Android operating system with MOTOBLUR. This platform aggregates data such as social network updates, email and calendar and automatically pushes data to the device rather than requiring the user to login individually to multiple services, which increases network traffic and reduces battery life.

We recently announced an innovative new mobile computing solution. Beginning with the ATRIX, certain of our smartphones will feature our Webtop software, providing a desktop environment with a full desktop browser. When combined with our docking accessories, the device functionality is transformed into a powerful mobile computer. We believe the launch of our advanced Webtop-enabled smartphones and docking accessories opens the doors for Motorola Mobility to enter new mobile computing markets. With our Webtop-enabled smartphone-docking accessory bundles, our customers will experience desktop PC performance on a mobile smartphone.

As data consumption continues to increase, next-generation wireless technologies will be critical to ensure efficient use of wireless carriers’ spectrum. We continue to invest in next-generation wireless technologies, including evolved high speed packet access (“HSPA+”) and 4G, including long-term evolution (“LTE”). These investments will enable us to develop devices for high speed networks to enable delivery of converged services and media.

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• Extend Our Product Portfolio.    

Our primary product portfolio focus is developing and marketing a portfolio of smartphones and

media tablets. We plan to address multiple smartphone and media tablet segments including high-tier performance devices, devices optimized for enterprise and business users, and entry-level devices. These devices will continue to be differentiated by a variety of factors, including form factor, price, processor speed, display size and consumer experience. We will offer new classes of docking accessory devices that extend the capabilities of our mobile devices by enabling the connection of external keyboards and displays. We believe our bundled mobile device and accessories will enable a wide range of multimedia, broadband Internet browsing and other mobile computing experiences without the need for a traditional computer. Our market priorities continue to be primarily North America, China, and Latin America, followed by Western Europe and other strategic markets.

In the feature phone market, we are developing a limited number of phones for specific customers or applications. This may include rugged devices for certain wireless carriers and integrated digital enhanced network (“iDEN^®”) push-to-talk devices. Our feature phone portfolio is focused primarily on North American based customers.

We also utilize original design manufacturers (“ODMs”) to develop a portfolio of lower-priced mobile devices. These devices are our lowest priced devices and are aimed primarily at retailers and distributors in emerging markets.

• Leverage Customer Relationships and Global Distribution.    We currently market our mobile devices portfolio to leading wireless carriers, distributors and retailers around the world through our global sales organization. We recently strengthened our relationship with our customers through the launch of several smartphones in North America, China, Latin America, Western Europe and Korea in 2010. We plan to continue to build upon these relationships and use our global reach to drive future business growth.

• Maximize Our Intellectual Property.    With approximately 17,000 granted patents and approximately 7,500 pending patent applications, worldwide, held by our two segments, we believe we have one of the strongest portfolios of intellectual property assets in the wireless industry. Areas of strength include wireless technologies, video, security, UI, and design. We will use our intellectual property and seek to expand our intellectual property portfolio to maintain our competitive position.

• Market Our Products Under Our Highly Recognizable Global Brand.    Our brand has been in use for over 80 years and we believe it is associated with quality, reliability and innovation. We are strengthening our brand through advertising and marketing of our products globally.

• Pursue Complementary Technology Through Acquisitions.    We regularly evaluate opportunities to acquire capabilities that complement our internal research and development. We have historically acquired various businesses and technologies to grow our capabilities. We expect to continue targeting acquisition candidates that have complementary technology and products.

Competition

Mobile device manufacturers compete in a rapidly evolving and highly competitive marketplace. Competitors include traditional mobile device manufacturers as well as new competitors who have entered the market in the last several years. As market demand continues to shift toward smartphones and media tablets, additional competitors may enter the mobile devices market.

The segment experiences intense competition from numerous global competitors such as Nokia, Samsung, LG, Sony-Ericsson, Apple, RIM and HTC. In 2010, these seven manufacturers together held an aggregate market share of approximately 80% of the total mobile devices market. Smartphone manufacturers have benefited from the growing smartphone demand. New competitors are also entering from the traditional computing market. In addition, second-tier vendors are increasing their presence in Asia, as well as expanding into other regions, providing another layer of competition.

In 2010, our overall market share decreased; however, our share in smartphones increased compared to 2009.

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General competitive factors in the market for our products include: overall quality of user experience; design; time-to-market; brand awareness; technology offered; price; product innovation, features, performance and quality; delivery and warranty; the quality and availability of service; and relationships with key customers.

Home Segment

The Home segment is a provider of products and services to cable operators and wireline telecommunications (“telco”) service providers (collectively, “network operators”) that enable the delivery of video, voice and data services to consumers. Our product portfolio primarily includes interactive set-top boxes, end-to-end digital video and Internet Protocol Television (“IPTV”) distribution systems, broadband access infrastructure platforms, and associated data and voice customer premises equipment (“CPE”). Home net revenues represented 32% of Motorola Mobility’s combined net revenues in 2010.

Our Products

Our products and services are used by content providers and network operators throughout the delivery network and by consumers in the home.

• We are a leader in providing set-top boxes and data and voice modems on consumers’ premises. We provide a broad array of set-top boxes for network operators that support standard definition television (“SDTV”) and high definition television (“HDTV”) delivery, including set-top boxes with integrated digital video recorder (“DVR”) capability. Our set-top boxes support a variety of delivery architectures including conventional cable TV, IPTV and hybrid IP/conventional environments. We also supply modems and gateways for data over cable service interface specification (“DOCSIS”) 3.0 and Optical Terminal Nodes for digital subscriber line (“DSL”) networks and passive optical networks (“PON”).

• We provide a wide range of network equipment to transport signals to and from the end-user premises. Our cable modem termination systems (“CMTS”) for DOCSIS 3.0 networks and our optical headend and network equipment enable network operators to deliver video, data and voice services.

• Our products are used by network operators to process, deliver and manage video, voice and data services. We provide integrated receiver decoders (“IRDs”), multiplexers and transcoders that receive content from the content providers for redistribution over the operators’ networks. We also provide encoders for local programming, video-on-demand (“VOD”) servers and multiplexers for placement of advertising streams. Our portfolio includes software that enables the delivery and management of multi-screen experiences across a wide range of cable, telco and wireless platforms. Our products include security solutions used between the headend and the home and device management technology for set-top boxes and modems.

• We are a leading supplier to content providers. Our Moving Picture Experts Group (“MPEG”)-compliant SDTV and HDTV video encoding, as well as processing and multiplexing equipment, is used by leading content providers to deliver programming to network operators’ headends and central offices. Our conditional access technology secures the video content during transmission.

Our Industry

Over the last 15 years, video delivery technology has converted from analog to digital, greatly increasing program choices for consumers and enabling new capabilities such as HDTV, VOD and interactive services. During this period, both traditional cable operators and telcos have expanded their offerings to deliver video, voice and data services (“triple play”). The triple play packages and advances in wireless data technology are allowing consumers to be in touch and access the same entertainment and information inside and outside the home.

Providing video, voice and data services to consumers is a highly competitive business and our customers compete aggressively to provide individual services, triple play packages and even quad play packages, which also include mobile voice and data services. The competitive environment is driving operators to enhance and expand service offerings by adding more high definition (“HD”) channels and three dimensional television (“3D-TV”), increasing data speeds and mobile data services, and providing new experiences that bridge conventional TV and Internet services. Enabling these new capabilities is driving network operators to regularly upgrade their networks and in-home devices, such as set-top boxes and other customer premises equipment such as modems and gateways.

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In 2010, while there was some economic recovery from the 2009 adverse macroeconomic conditions, demand has not yet returned to pre-2009 levels. As economic conditions improve over time, we expect industry demand to recover and return to growth.

Although the U.S. has the highest adoption of advanced video technologies like HDTV and DVR, growth opportunity remains in the U.S. as the adoption of advanced video technologies continues. In addition, the majority of global TV households has only begun to adopt these technologies and represents a significant growth opportunity. During 2010, digital TV households that purchase video programming from cable, satellite and telco providers grew by approximately 17% worldwide and global residential broadband subscribers grew by approximately 12%. We expect this trend to continue for the next couple of years as digital TV households are expected to grow by 25% to 30% and residential broadband subscribers are expected to grow by 20% to 24% from the end of 2010 through 2012.

The consumer viewing experience is expanding beyond the TV and consumers now also watch video programming on Internet Protocol (“IP”)-enabled devices, such as PCs, media tablets and smartphones. Video delivery requires substantially more bandwidth than other data services and its growth is driving operators to upgrade their network and customer premises equipment. This expanded data capacity is allowing new content providers and aggregators to use the service providers’ high speed data networks to provide over-the-top (“OTT”) services to consumers. These OTT providers sell content directly to the consumer and deliver it to the consumer’s IP-enabled devices and web-capable BluRay players, TV’s and consumer-purchased set-top boxes. Competition from OTT services is driving network operators to invest to expand their content choices, upgrade their networks and enhance their consumer experiences across TVs, PCs and wireless devices.

Our Strengths

We believe our key strengths position us well to be a leading provider of products and services to network operators. Our key strengths include:

• A Long History of Innovation. We introduced our first cable TV system products in 1950 and have been a major supplier of cable network and in-home products for 60 years. We enabled the first pay-per-view event and launched the first all digital HDTV system. Our industry leadership also includes “firsts” in digital video compression and encryption. We were a pioneer in cable modems, produced the first HD set-top boxes with integrated DVR and developed the first multi-room DVR content distribution system.

• Broad Portfolio of Infrastructure and Devices. We offer a broad portfolio of infrastructure and devices to enable network operators to deliver video, data and voice services. We are an industry leader in providing interactive set-top boxes supporting the major video delivery technologies. We are experienced in enabling video networks with a complete portfolio of video processing equipment and in building broadband access networks.

• Strategic Customer Relationships. Through our global sales organization, we market our portfolio of infrastructure and devices to network operators around the world. In North America, our largest market, we are a provider to all of the top ten cable and telco service providers that provide video services to the premise and together account for over 90% of digital video subscribers. As a result of our history of supplying the industry, we have a large installed base of infrastructure and devices which positions us well to participate in network upgrades.

• Extensive Intellectual Property and Industry Standards Leadership. We have made substantial contributions to industry standards such as MPEG for video compression, Advanced Television Systems Committee (“ATSC”) for digital TV transmission and DOCSIS for data transmission over cable systems. We believe that being at the forefront of these standardization efforts positions us as a leader in new technology adoption and gives us time-to-market advantages. The Home segment also has a strong intellectual property portfolio with approximately 1,900 granted patents and 1,300 pending patent applications, worldwide, and this portfolio is complemented by the portfolio of the Mobile Devices segment.

• Protection and Security of High-Value Content and Devices. Our industry leading conditional access technology is used by major content providers to protect the content they distribute to network operators and has been deployed by network operators to deliver content to consumers for over 15 years in over

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100 million set-top boxes. We believe our core security intellectual property and extensive experience in securing high-value content position us to provide digital rights management (“DRM”) technology for content protection in the multi-screen video market.

Our Strategy

Our Home segment is a provider of products for the delivery of video, data and voice services. We are focused on leading the development of next-generation broadband solutions which will enable the delivery of personalized media experiences across multiple devices. Key elements of our strategy include:

• Expand Our Product Portfolio and Capabilities to Support Multi-screen Convergence and 3D Technology.    We are continuing to evolve our video infrastructure solutions to enable consumers to view, and to enhance the delivery of, video content on multiple screens such as PCs and mobile devices. We are developing products and software for securely streaming and shifting content and enhancing the content experience through linkage with social networking. We have also begun to incorporate the capability to support 3D-TV in our advanced set-top boxes and for our video infrastructure products to support the network operators’ launch of 3D programming.

• Expand Our Software, Services and Applications Portfolio. We are expanding our ability to provide remote management of set-top boxes, gateways and other devices to support troubleshooting, customer support and software upgrades. We are also providing software application solutions that support home monitoring and control leveraging devices in the home and broadband networks.

• Increase Digital Adoption by Customers of Network Operators in North America.    We are working to increase adoption of digital technology by network operators in North America through a portfolio of enhanced set-top boxes. These products range from basic models supporting the industry movement to all digital delivery and advanced units with HD and DVR functions, as well as network-enabled devices that support multi-room DVR playback and access to IP-delivered content. Adoption of digital technology by network operators is a key driver of growth for our business.

• Increase Our Sales to Target Customers Outside North America.    We also are investing to grow our business globally to capitalize on the growth of video and data services in markets outside North America. We are leveraging our technology portfolio to capitalize on the growth of HDTV in Latin America, Europe, the Middle East and Africa (“EMEA”) and Asia as well and the demand for increased data speeds that are driving infrastructure investment. We also are pursuing a number of opportunities in new markets where customers are looking to deploy advanced networks to enable triple play services.

• Continue to Enhance Our Intellectual Property Portfolio.    We also are building our intellectual property portfolio to address the changing video network architecture with hybrid IP devices and multimedia home gateways that enable the integration of IP-enabled applications. We are developing software for the network operator’s core network that supports the convergence of the video, data and voice service platforms to deliver integrated experiences. In addition, we are developing in-home and mobile media platforms that use IP-enabled CPE devices and applications to support the discovery and consumption of content across in-home and mobile devices by providing personalized services and social collaboration.

• Pursue Complementary Technology Through Acquisitions.    We regularly evaluate opportunities to acquire capabilities that complement our internal research and development. We expect to continue targeting acquisition candidates that have complementary technology and products. We also expect to evaluate acquisition candidates that will enable us to expand our business internationally or enter adjacent markets.

Competition

Our set-top boxes and cable and wireline infrastructure equipment products compete in highly competitive global markets. We have a broad array of competitors including those with whom we compete across multiple product categories and those who are focused on products in a portion of our portfolio. The rapid technology changes occurring in the markets in which this segment competes may lead to the entry of new competitors. General competitive factors in the market for our products and systems include: technology; product and system performance; price; time-to-market; product features; quality; delivery and availability. Currently, our primary competitors include Cisco, Pace and Arris.

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The cable industry had a long history of protecting the video content transmitted over its network by using a conditional access system that was integrated into the set-top box. The Federal Communications Commission (“FCC”) passed regulations that took effect in 2007 requiring separation of security functionality from the set-top box. These regulations enable competitors to sell set-top boxes to cable operators and enable retail distribution of TVs and other devices that are capable of accessing encrypted cable programming through use of a cable operator-supplied security module. Several major cable operators support a full two-way security interface, which allows consumers with such a retail device to access all programming available on the operator’s network without the need for an operator-provided set-top box. As a result, we face competition from several new manufacturers which are able to supply set-top boxes to operators and, to a lesser extent, from consumer electronics manufacturers which sell directly through retail.

Other Information

Financial Information About Segments.    The response to this section of Item 1 incorporates by reference Note 12, “Information by Segment and Geographic Region,” of Part II, Item 8: “Financial Statements and Supplementary Data” of this document.

Customers

Motorola Mobility’s products are primarily sold through wireless carriers, network and cable operators, distributors and to end consumers. In 2010, aggregate net revenues from our five largest customers represented approximately 49% of our net revenues. During 2010, approximately 28% of net revenues were from Verizon Communications Inc. (including Verizon Wireless) (“Verizon”). In 2010, our two largest markets by locale of end customer were North America, accounting for 66% of net revenues, and Latin America, accounting for 14% of net revenues. Motorola Mobility has several large customers, the loss of one or more of which could have a material adverse effect on us.

Motorola Mobility’s sales to many of its customers, including Verizon and Sprint Nextel, are governed by framework agreements that do not contain volume commitments. The framework agreements outline the general terms and conditions that govern the purchase and sale of the Company’s products to its customers. The framework agreements may not require the customer to purchase products or by themselves constitute binding contractual obligations for the purchase and sale of products. Purchases are made by customers on individual purchase orders that specify the quantity of products desired at the price specified in the Company’s customer-specific pricing sheet, both issued under the relevant framework agreement. Customers issue purchase orders on an as needed or quarterly basis, but are generally not committed to purchase any products until the purchase order is issued.

In 2010, aggregate net revenues from the Mobile Devices segment’s five largest customers, which included Verizon and Sprint Nextel, among others, represented approximately 57% of the segment’s net revenues. In addition to selling directly to wireless carriers, our Mobile Devices business also sells products through a variety of third-party distributors and retailers.

In 2010, aggregate net revenues from the Home segment’s five largest customers, primarily large cable operators and telecommunication companies located throughout the world, such as Comcast and Verizon, represented approximately 48% of the segment’s net revenues.

In 2010, North America was both segments’ largest market based on locale of end customer, accounting for 65% of Mobile Devices net revenues and 75% of Home net revenues.

Research and Development

Motorola Mobility’s business segments participate in very competitive industries with constant changes in technology. Throughout our history, we have relied, and continue to rely, primarily on our research and development (“R&D”) programs for the development of new products, and on our production engineering capabilities for the improvement of existing products. We believe that our commitment to R&D programs should allow each of our segments to remain competitive.

R&D expenditures relating to new product development or product improvement were $1.5 billion in 2010, compared to $1.6 billion in 2009 and $2.4 billion in 2008. R&D expenditures decreased 7% in 2010 as compared

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to 2009, after decreasing 33% in 2009 as compared to 2008. Motorola Mobility continues to believe that a strong commitment to R&D is required to drive long-term growth and we have professional employees around the world dedicated to R&D activities.

Intellectual Property

The protection of patents, trademarks and other intellectual property is extremely important to our operations. The industries in which the Mobile Devices and Home business segments compete are characterized by the vigorous pursuit and protection of intellectual property rights. We are focused on the development, implementation and customer acceptance of new products, designs and improvements. The development of associated intellectual property rights is an important component of our business and growth strategy. Motorola Mobility has a robust intellectual asset management process for building, maintaining and leveraging its portfolio of patents, trademarks, technology rights and other intellectual property to obtain licenses from other industry participants and to pursue royalty based licensing opportunities. Motorola Mobility intends to continue to obtain patents, trademarks, technology rights and other intellectual property.

Motorola Mobility has a large portfolio of trademarks registered or otherwise effective in various countries around the world. Motorola Mobility’s increased focus on marketing products directly to consumers is reflected in an increasing emphasis on brand equity creation and protection.

Motorola Mobility has approximately 24,500 patents and patent applications, worldwide. These include substantially all of the patents unique to the Mobile Devices and Home businesses, and a number of other patent families allocated to Motorola Mobility by our Former Parent and intended in part to mitigate certain intellectual property risks associated with operation as a new entity.

Motorola Mobility’s patent portfolio generally relates to wireless, audio, video, security, user interface and product design, along with applications and services related to our products.

The Mobile Devices business segment has approximately 15,200 granted patents and 6,200 pending patent applications, worldwide, substantially related to the Mobile Devices product portfolio. This patent portfolio includes numerous patents related to various industry standards, including 2G, 3G, 4G, H.264, MPEG-4, 802.11, open mobile alliance (“OMA”) and near field communication (“NFC”). Motorola Mobility is an active participant in the development of these and other industry related standards, and has developed a significant portfolio of standards related patents. The patent portfolio also includes substantial sets of patents related to strategic areas of the product portfolio or business including audio codec technology, UI, power management, location based services, wireless email, and other smartphone related applications and services.

The Home business segment has approximately 1,900 granted patents and 1,300 pending patent applications, worldwide, substantially related to the Home product portfolio. We have contributed intellectual property in the industry standards setting process, including MPEG video compression, ATSC for digital TV transmission and DOCSIS for data transmission over cable systems. We seek to focus our intellectual property portfolio upon our core enabling technologies, such as digital compression, encryption and conditional access systems to protect technology we consider important to our business strategy. We develop and maintain our competitive position based on our proprietary knowledge and ongoing technological innovation, and periodically seek to include our proprietary technologies in certain patent pools that support the implementation of standards. We were a founder of MPEG LA, LLC, the patent licensing authority established to foster broad deployment of MPEG-2-compliant systems and have joined the MPEG-4 Visual patent pool as a licensor. In addition, we have licensed our digital conditional access technology, DigiCipher^® II, to other equipment suppliers. Our joint ventures with Comcast also support the development and licensing of conditional access technology.

Many of the patents owned by Motorola Mobility are used in its operations or licensed for use by others, and Motorola Mobility is licensed to use certain patents owned by others. We enter into license agreements with other industry participants, both as licensor and licensee, covering our products and products of the other party to the cross-license. Royalty and licensing fees vary from year to year and are subject to the terms of the license agreements and sales volumes of the products subject to licenses. The freedom of action afforded to our operations as a result of these license agreements is important to our competitive position.

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From time to time, third-parties may and do assert their patent, copyright, trademark and other intellectual property rights against technologies that are important to our business segments. Our ability to develop products and related technologies protected by intellectual property rights will be a significant factor in determining our competitiveness in our target markets.

Environmental

During 2010, compliance with federal, state and local laws regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, did not have a material effect on capital expenditures, earnings or the competitive position of Motorola Mobility.

Employees

At December 31, 2010, Motorola Mobility and its subsidiaries had approximately 19,000 employees.

Payment Terms

Payment terms vary worldwide, depending on the arrangement. In North America, payment is generally due 30 to 60 days from the invoice date. In regions outside of North America, terms can vary widely but are typically limited to no more than 90 days.

As required for competitive reasons, extended payment terms are provided to customers from time to time on a limited basis. The Company’s payment terms are consistent with industry practice, as many of our contracts are awarded through a competitive bid process. In limited circumstances and when required for competitive reasons, we may provide long-term financing in connection with equipment purchases. Financing may cover all or a portion of the purchase price.

Backlog

Motorola Mobility’s aggregate backlog position for all of its segments, as of the end of the last two fiscal years, was approximately as follows:

(Dollars in millions)
December 31, 2010	$	1,110
December 31, 2009	$	787

The Mobile Devices segment’s backlog (excluding any deferred revenue) was $678 million at December 31, 2010, compared to $409 million at December 31, 2009. This increase in backlog is primarily due to demand for the new smartphones launched in 2010. The Home segment’s backlog was $432 million at December 31, 2010, compared to $378 million at December 31, 2009. The orders supporting the 2010 backlog amounts are believed to be generally firm, and approximately 99% of the backlog on hand at December 31, 2010 is expected to be recognized as revenue in 2011. The forward-looking estimate of the firmness of such orders is subject to future events that may cause the amount recognized to change.

Regulatory Matters

Radio frequencies are required to provide wireless services. The allocation of frequencies is regulated in the U.S. and other countries, and limited spectrum space is allocated to wireless services. The growth of wireless communications may be affected if adequate frequencies are not allocated or, alternatively, if new technologies are not developed to better utilize the frequencies currently allocated for such use. Industry growth may also be affected by the cost of the new licenses required to use frequencies and any related frequency relocation costs. The U.S promotes deregulated spectrum access policies to allow new wireless communication technologies to be developed and offered for sale with minimal delay. These policies allow for the deployment of wireless local area network systems, such as wireless fidelity (“WiFi”), and wide area networks, such as LTE, with only minimal regulatory approval. Other countries have adopted similar policies to allow consumers and telecommunications carriers to deploy new technologies with minimal regulatory requirements. Such deregulatory polices may introduce new competition and create new opportunities for us and our customers.

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Many of the products sold by our business are subject to regulation by the FCC in the U.S. and other communications regulatory agencies around the world. In addition, our customers, and their networks into which our products are incorporated, are subject to government regulation. Government regulatory policies affecting either the willingness or the ability of cable and telecommunications operators, wireless operators and wireline operators to offer certain services, or the terms on which these operators offer the services and conduct their business, may have a material adverse effect on our results.

In 2009, Congress directed the FCC to develop a National Broadband Plan outlining its strategic vision for increased broadband deployment and adoption, which the FCC delivered to Congress in March 2010. The Plan contains several long-term goals, including providing affordable access to actual download speeds of 100 megabits per second and actual upload speeds of at least 50 megabits per second to at least 100 million households and improving mobile broadband speeds and innovation. The Plan contains numerous recommendations for future action by the FCC, other governmental agencies and Congress. Although the FCC has yet to implement most of the Plan’s recommendations, several proposals in the Plan could have an impact on Motorola Mobility’s operations and revenues. For example, included in the Plan are recommendations for making 500 megahertz of spectrum newly available for broadband use and for increasing new avenues for opportunistic and unlicensed use of spectrum. If these recommendations are implemented, the Plan may result in increased business opportunities for Motorola Mobility as well as increased competition. Likewise, the Plan recommends changes to the current regulatory regime that governs the video set-top box market. Consistent with these recommendations, in 2010 the FCC requested public comment on its proposal to require U.S. cable, satellite and other video operators to supply their customers with a device or gateway (called “AllVid”) that would be capable of delivering as many as six different IP video streams to TVs, DVRs or other equipment in the home no later than the end of 2012. While the FCC has not formally adopted any new regulatory mandates in this area, the FCC’s proposed AllVid regime as well as other changes to the existing regulatory framework could impact our set-top box business.

Inventory, Raw Materials, Right of Return and Seasonality

Our practice is to carry reasonable amounts of inventory in manufacturing and distribution centers in order to meet customer delivery requirements in a manner consistent with industry standards. At the end of 2010, the net inventory balance was significantly higher than at the end of 2009, primarily due to a significant increase in Mobile Devices’ inventory to support higher demand in the first quarter of 2011 versus the first quarter of 2010 and a slight increase in Home’s inventory.

Availability of materials and components is relatively dependable. However, fluctuations in supply and market demand could cause selective shortages and affect results. We currently source certain materials and components from single vendors. Any material disruption from a single-source vendor may have a material adverse impact on our results of operations. If certain key suppliers were to become capacity constrained or insolvent, it could result in a reduction or interruption in supplies or an increase in the price of supplies, which could adversely impact our financial results.

Furthermore, certain of our key single source supplier relationships, including those with our chipset providers, are governed by component supply agreements that may not contain long-term volume commitments to provide components to the Company. However, under these component supply agreements, the Company generally receives limited end-of-life supply protections with notice of cancellation. The component supply agreements outline the general terms and conditions that govern the purchase and supply of components to the Company. Purchases of components under these component supply agreements are typically made by the Company on an “as needed” basis through the issuance of purchase orders, which may include periodic delivery by the Company of its forecasted delivery requirements against which suppliers may make certain component delivery commitments.

Natural gas, electricity and, to a lesser extent, oil are the primary sources of energy required for our manufacturing operations and each of these resources are currently in generally adequate supply for our operations. The cost of operating our facilities and freight costs are dependent on world oil prices, which we continue to monitor. Labor is generally available in reasonable proximity to our manufacturing facilities. However, difficulties in obtaining any of the aforementioned resources or a significant cost increase could affect our results.

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The Mobile Devices segment permits product returns under limited circumstances in order to remain competitive with current industry practices. The Home business generally does not permit customers to return products, other than under standard warranty provisions.

The Mobile Devices segment typically experiences sequentially higher sales in the fourth calendar quarter and sequentially lower sales in the first calendar quarter of each year due to seasonal trends in the mobile device industry. The Home segment has not experienced seasonal buying patterns for its products.

Financial Information About Geographic Areas.    The response to this section of Item 1 incorporates by reference Note 11, “Commitments and Contingencies,” and Note 12, “Information by Segment and Geographic Region” of Part II, Item 8: “Financial Statements and Supplementary Data” of this document, the “Results of Operations—2010 Compared to 2009” and “Results of Operations—2009 Compared to 2008” sections of Part II, Item 7: “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this document and Item 1A: “Risk Factors” of this document.

Available Information

We make available free of charge through our website, http://investors.motorola.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, other reports filed under the Securities Exchange Act of 1934 (“Exchange Act”) and all amendments to those reports simultaneously or as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”). Our reports are also available free of charge on the SEC’s website, www.sec.gov. Also available free of charge on our website are the following corporate governance documents:

• Amended and Restated Certificate of Incorporation

• Restated Bylaws

• Board Governance Guidelines

• Code of Business Conduct, which is applicable to all Motorola Mobility directors and employees, including the principal executive officers, the principal financial officer and the controller (principal accounting officer)

• Audit Committee Charter

• Compensation and Leadership Committee Charter

• Governance and Nominating Committee Charter

All of our reports and corporate governance documents may also be obtained without charge by contacting Investor Relations, Motorola Mobility Holdings, Inc., Corporate Offices, 600 N. U.S. Highway 45, Libertyville, Illinois, 60048, E-mail: MobilityInvestors@motorola.com. Our Annual Report on Form 10-K and Definitive Proxy Statement may also be requested in hardcopy by clicking on “Printed Materials” at http://investors.motorola.com. Our Internet website and the information contained therein or incorporated therein are not intended to be incorporated into this Annual Report on Form 10-K.

Item 1A: Risk Factors

You should carefully consider each of the following risk factors and all of the other information set forth in this report or in our other Securities and Exchange Commission filings. The risk factors generally have been separated into three groups: (1) risks relating to our business, (2) risks relating to our recent separation, and (3) risks relating to our common stock. Based on the information currently known to us, we believe that the following information identifies the most significant risk factors affecting our Company in each of these categories of risks. However, the risks and uncertainties our Company faces are not limited to those set forth in the risk factors described below and may not be in order of importance or probability of occurrence. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business. In addition, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.

If any of the following risks and uncertainties develops into actual events, these events could have a material adverse effect on our business, financial condition or results of operations. In such case, the trading price of our common stock could decline.

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Risks Relating to Our Business

We have had net losses in each of the last four years and may continue to incur losses.

In each of the last four years, Motorola Mobility had net losses as a result of the financial performance of our Mobile Devices business. We cannot be certain that we will return to profitability in the near-term or maintain profitability if achieved.

In 2010, the telecommunication and cable industries were impacted by adverse macro economic conditions and our financial performance could be negatively impacted if conditions do not improve.

In 2010, the telecommunications, cable industries and our Home business were impacted by the weakened global macro economic environment, particularly in the U.S. Our financial performance could be negatively impacted if these industries do not return to growth.

We operate in an extremely competitive environment and our success depends in part on our timely introduction of, and effective investment in, new competitive products, and technologies and services, the failure of which could negatively impact our business.

We operate in an extremely competitive environment and the markets for our products are characterized by rapidly changing technologies, frequent new product introductions, short product life cycles and evolving industry standards. The convergence of the telecommunication, data and media industries which is driven by technological development related to IP based communications is driving rapid change in our industries. Product life cycles can be short and new products are expensive to develop and bring to market. Our success depends, in substantial part, on the timely and successful introduction of new products, services and upgrades of current products to comply with emerging industry standards and to address competing technological and product developments by our competitors. The research and development of new, technologically advanced products is a complex and uncertain process requiring high levels of innovation and investment, as well as the accurate anticipation of technology, market trends and customer needs. We may focus our resources on technologies that do not become widely accepted, are not timely released or are not commercially viable. In addition, our products may contain defects or errors that are detected only after deployment. If our products are not competitive or do not work properly, our business could suffer and our financial performance could be negatively impacted.

Our results are subject to risks related to our significant investment in developing and introducing new products and services, such as advanced wireless mobile devices, including smartphones, and products for transmission of telephony and high speed data over hybrid fiber coaxial cable systems. These risks include: (1) difficulties and delays in the development, production, testing and marketing of products, (2) customer acceptance of products, (3) the development of, approval of and compliance with industry standards, (4) the significant amount of resources we must devote to the development of new technologies, and (5) the ability to differentiate our products and compete with other companies in the same markets.

We have several large customers and the loss of, or a significant reduction in revenue from, one or more of these customers could have a negative impact on our business.

During 2010, approximately 28% of our net revenues were from Verizon Communications Inc. (including Verizon Wireless) (“Verizon”). It may be difficult to replace or find new large customers, especially with increasing concentration in the U.S. where there are a limited number of carriers. If any significant customer, particularly Verizon or Sprint Nextel or other large customers, such as Comcast, stopped doing business with us, or significantly reduced the level of business they do with us, it could impact our ability to service other customers using similar technology and our financial results could be negatively impacted.

Our contracts with wireless carriers do not provide for long-term guaranteed volumes of purchases or exclusivity and are cancellable by our customers with little, if any, notice. Our financial results could be negatively impacted as a result of doing business with wireless carriers under these types of arrangements.

We sell the majority of our handsets to wireless carriers. Currently, we do not have long-term exclusivity arrangements with our customers or commitments by them to purchase guaranteed volumes. Moreover, our customers can cancel orders or contracts with us with little, if any, notice. Some of our current competitors may

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have more favorable contractual arrangements with some wireless carriers, including exclusivity arrangements. These more favorable contractual arrangements may give our competitors competitive advantages. Our financial results could be negatively impacted as a result of these types of arrangements.

We have lost significant market share in our Mobile Devices business and such loss has negatively impacted our performance and could continue to negatively impact our financial results.

Our share of the worldwide wireless mobile device market has declined significantly in the last several years. While we reduced our costs during this period of time, our significantly lower sales volume and the resulting market share declines have had a negative impact on our financial results. Although our primary focus is profitable growth, if our global market share of smartphone shipments does not increase, our strategy to return our Mobile Devices business to sustained profitability could be negatively impacted.

If our current product strategy and operating system strategy are not successful, our Mobile Devices business could be negatively impacted.

Our current strategy is to concentrate our mobile devices portfolio on smartphones and to use third-party and/or open-source operating systems and associated application ecosystems, predominantly the Google™ Android operating system (a royalty-free open-source platform) and marketplace, in our wireless products. As a result, we are dependent on third-parties’ continued development of operating systems, software application ecosystem infrastructures and such third-parties’ approval of our implementations of their operating system and associated applications. If we had to change our strategy, our financial results could be negatively impacted because a resulting shift away from using Android and the associated applications ecosystem could be costly and difficult. A strategy shift could increase the burden of development on Motorola Mobility and potentially create a gap in our portfolio for a period of time, which could competitively disadvantage Motorola Mobility.

We are at risk if Android-based smartphones do not remain competitive in the marketplace. Even if Android-based smartphones remain competitive, the Android operating system is an open-source platform and many other companies sell competing Android-based smartphones. If the Android-based smartphones of our competitors are more successful than ours, our financial results could be negatively impacted. It is also critical to the success of the Android operating system that third-party developers continue to develop and offer applications for this operating system that are competitive with applications developed for other operating systems. From an overall risk perspective, the industry is currently engaged in an extremely competitive phase with respect to operating system platforms, applications and software generally. If Android does not continue to gain operator and/or developer adoption, or any updated versions or new releases of Google’s Android operating system or applications are not made available to Motorola Mobility in a timely fashion, Motorola Mobility could be competitively disadvantaged and Motorola Mobility’s financial results could be negatively impacted.

As part of our ongoing effort to improve the product portfolio of our Mobile Devices business, we also have been rationalizing our hardware platforms to reduce the complexity of our product platforms and system architecture. This allows us to lower our costs to develop and produce mobile devices and to enable richer consumer experiences. Failure to continue to execute on these rationalization plans in a timely and effective manner could cause us to be competitively disadvantaged in many areas, including but not limited to, cost, time-to-market and the ability to ramp-up production in a timely fashion with acceptable quality and improved/additional features.

We have identified priority markets as we introduce our new smartphone products and grow our business and our Mobile Devices business could be negatively impacted if we are not successful in these priority markets or are unable to succeed in other markets.

Our current priority markets for our new smartphones are North America, China and Latin America, followed by Western Europe and other strategic markets. Our ability to grow our business and achieve the scale we need to be profitable is highly dependent on our success in our priority markets. While North America has traditionally been our strongest market and we have been successful in China, we face intense competition in both markets, and there can be no assurance that we can achieve the targeted levels of sales and profitability in these markets.

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The effects of Federal Communications Commission (“FCC”) regulations requiring separation of security functionality from set-top boxes could negatively impact our sales of set-top boxes to cable providers.

Historically, reception of digital television (“TV”) programming from a cable broadband network required a set-top box with security technology. Traditionally, cable service providers leased their set-top boxes to their customers. This security technology limited the availability of set-top boxes to those manufactured by a few cable network manufacturers, including Motorola Mobility. In 2007, FCC regulations requiring separation of security functionality from set-top boxes became effective. This has increased competition for sales of set-top boxes to cable operators and enabled retail distribution of set-top boxes. Moreover, it also enabled retail distribution of televisions with other video devices capable of accessing encrypted cable programming. Several major cable operators are working to support full two-way security interface architecture that allows retail customers access to all programming available on a cable operator’s network without the need for a set-top box. In addition, a few television and video device manufacturers have begun shipping or are developing such devices. If either of these strategies achieve a meaningful volume of sales it could negatively impact Motorola Mobility’s sales of set-top boxes.

The AllVid/Smart Video Notice of Inquiry currently in process by the FCC is exploring standardization of interfaces, protocols and operations related to set-top boxes and gateways. While the process is in its infancy and no decisions have been made, future rules adopting some or all of the proposed standards could negatively impact our set-top box business.

We face many risks relating to intellectual property rights.

Our business could be harmed if: (1) we, our customers and/or our suppliers are found to have infringed intellectual property rights of third-parties, (2) the intellectual property indemnities in our supplier agreements are inadequate to cover damages and losses we suffer due to infringement of third-party intellectual property rights by our suppliers’ products, (3) we are required to indemnify our customers for significant amounts under agreements providing for intellectual property indemnities that have been entered into with some of our customers, (4) our intellectual property protection is inadequate to protect our proprietary rights, (5) the indemnity rights passed through by our customers are insufficient, or (6) our competitors negotiate significantly more favorable terms for licensed intellectual property. We may be harmed if we are forced to make publicly available, under the relevant open-source licenses, certain internally developed software related intellectual property as a result of either our use of open-source software code or the use of third-party software that contains open-source code. Our intellectual property protection could be limited due to the use of such open-source software code in our products.

Intellectual Property Infringement Risks

Because our products are comprised of complex technology, we are often involved in or impacted by assertions, including both requests to take licenses and litigation, regarding infringement of patent and other intellectual property rights of third-parties. Third-parties have asserted, and in the future may assert, intellectual property infringement claims against us and against our customers and suppliers. These assertions against us and our customers and suppliers have become more frequent as the complexity of our products and the intensity of competition in our industry and over intellectual property has increased. Increasingly, many of these assertions are brought by non-practicing entities whose principal business model is to secure patent licensing revenue from product manufacturing companies. The patent holders often make broad and sweeping claims regarding the applicability of their patents to our products and the products of our customers and suppliers, seeking a percentage of sales or a percentage of downstream customer revenues as license fees, or seeking injunctions to pressure us, our customers and suppliers into taking a license, or a combination thereof. Defending claims, including pursuant to indemnity obligations, may be expensive and divert the time and efforts of our management and employees. An exclusion order or cease and desist order could have a severe negative impact on the Company, particularly in light of the U.S. being a target market and our substantial manufacturing operations overseas. Increasingly, third-parties have sought broad injunctive relief by filing claims in the ITC for exclusion and cease and desist orders which could limit our ability to sell our products in the U.S. or elsewhere if our products or those of our customers or suppliers are found to infringe the intellectual property subject to the claims. If we do not succeed in such litigation, we could be required to expend significant resources to pay damages, to develop non-infringing products or to obtain licenses to the intellectual property that is the subject of such litigation, each of which could have a negative impact on our financial results. We cannot be certain that any such licenses, if available at all, will be available to us on

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commercially reasonable terms. In some cases, we might be forced to stop delivering certain products if we or our customers or suppliers are subject to a final exclusion or cease and desist order.

Intellectual Property Indemnity Risks

We attempt to negotiate favorable intellectual property indemnities with our suppliers for infringement by their products of third-party intellectual property rights. However, certain suppliers require us to provide intellectual property infringement indemnification or provide limited or no intellectual property infringement indemnities to us in existing contracts. There is no assurance that we will be successful in our future negotiations, that a supplier’s indemnity will cover all damages and losses suffered by us and our customers due to any infringing products, or that a supplier may choose to accept a license or modify or replace its products with non-infringing products which would otherwise mitigate such damages and losses. Further, we may not be able to participate in intellectual property litigation involving a supplier and may not be able to influence any ultimate resolution or outcome that could negatively impact our sales if a court enters an injunction against the supplier’s products or if the ITC issues an exclusion order that blocks our products from importation into the U.S. that contain their components or software. As our volumes of Android-based smartphones increase, we could be affected if (1) a third-party successfully asserted an intellectual property infringement claim against either us based on our products using Android software or our supplier, Google, or (2) the supply of Android software for our products were limited or foreclosed or royalties were assessed.

In addition, our customers increasingly demand that we indemnify them broadly from damages and losses resulting from intellectual property litigation against them relating to our products. Third-parties have asserted, and in the future may assert intellectual property infringement claims against our customers that may be covered by our indemnification to such customers.

Customers may also demand third-party content without providing sufficient pass-through indemnities. Because our customers often derive much larger revenue streams by reselling or leasing our products than we generate from the sale of our products to them, these indemnity claims by our customers have the potential to expose us to damages that are much higher than we would be exposed to if we were sued directly.

Intellectual Property Protection Risks

Our patent and other intellectual property rights are important competitive tools that we use to generate income under license agreements or to give us an advantage over our competitors. We regard our intellectual property as proprietary and attempt to protect it with patents, copyrights, trademarks, trade secret laws, confidentiality agreements and other methods. We also generally restrict access to and distribution of our proprietary information. Despite these precautions, it may be possible for a third-party to obtain and use our proprietary information or develop similar technology independently. Trademark competition may also be increasing as competitors choose to trademark names and rely less on model numbers. In the course of litigation, courts may also invalidate our intellectual property rights. In addition, effective patent, copyright, trademark and trade secret protection may be unavailable or limited in certain foreign countries. Unauthorized use of our intellectual property rights by third-parties and the cost of any litigation necessary to enforce our intellectual property rights could have a negative impact on our business.

Intellectual Property Competition Risks

As we expand our business, including through acquisitions, and compete with new competitors in new markets, the breadth and strength of our intellectual property portfolio in those new areas may not be as developed as in our longer standing businesses. This may expose us to a heightened risk of litigation and other challenges from competitors in these new markets. Further, competitors may be able to negotiate significantly more favorable terms for licensed intellectual property than we are able to, which would put them at a competitive advantage.

Intellectual Property Separation Risks

As a business segment of our Former Parent, we were the beneficiary of certain of our Former Parent’s intellectual property licensing arrangements with respect to technology incorporated in our products and used to operate our businesses, including cross-licensing arrangements with leading telecommunications equipment companies, various royalty bearing license agreements, and other licensing agreements entered into with third-

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parties. Some of these agreements are assignable unilaterally by our Former Parent, while the assignment of others may be subject to consent or other conditions. We are seeking to obtain assignments of some of these agreements, as well as entering into our own agreements and arrangements with certain third-parties, with respect to intellectual property and technology that is important to our business and that was previously licensed through our Former Parent. It is possible that some third-parties may use the requirement of a consent or a new agreement to seek to obtain more favorable contractual terms or refuse to enter into a new arrangement. In addition, there may be third-parties who have refrained from asserting intellectual property infringement claims against our products while we were a business segment of our Former Parent that elect to pursue such claims against us after our separation from our Former Parent. Failure to retain or secure licenses on terms and conditions as favorable as those secured by our competitors or those we have enjoyed while part of our Former Parent could put us at a competitive disadvantage.

Motorola Mobility’s reliance on trademarks owned by third-parties presents additional business risks.

The Company has licensed, or has otherwise obtained the rights from third-parties to use, certain trademarks in connection with our products, including, but not limited to, ANDROID™, DROID™ and CLIQ™. Such third-party ownership rights may be challenged by other third-parties. In the event that such third-party licensor is successfully challenged, our continued use of such trademarks could result in an injunction barring the sale of our products, and if such third-party licensor refuses or fails to indemnify the Company, we could be liable for payment of damages resulting from trademark infringement, thereby disrupting our continued and/or long-term use of such trademarks.

Our future financial results could be negatively impacted if we are not successful in licensing our intellectual property.

As part of our business strategy, we generate revenue through the licensing of intellectual property rights. The licensed rights include those that are essential to telecommunications standards, such as the global system for mobile communications (“GSM”), third generation cellular (“3G”) and 4G standards, wireless networking standards (e.g., 802.11), and video coding standards (e.g., H.264), as well as other patents directed to features and implementations of our products. Previously agreed-upon terms of some of our long-standing license agreements have reduced our royalty revenue over the past several years and may continue to reduce that revenue. As an independent legal entity we may no longer receive certain licensing revenue that was allocated to us when we were part of our Former Parent. Uncertainty in the legal environment makes it difficult to assure that we will be able to enter into new license agreements that will be sufficient to offset that reduction in our revenue.

Copyright levies in numerous countries for the sale of products could negatively impact our business.

Motorola Mobility faces the possibility of substantial copyright levies from collecting societies in numerous countries for the sale of products that might be used for the private copying or reproduction of copyright protected works such as mobile phones, memory cards and set-top boxes. The collecting societies argue that such levies should apply to such products because they include audio/video recording functionality, such as a Moving Picture Experts Group Format for Audio Layer 3 (“MP3”) player or a DVR or storage capability, despite the fact that such products are not primarily intended to act as a recording device. We are currently working with other major companies who are subject to copyright levies to challenge the applicability of these levies to our products, and are also engaged in aggressive efforts against the levies in general in the European Union. However, if levies are imposed upon our products, our financial results could be negatively impacted.

The occurrence or perception of a breach of our security or privacy policies, or inappropriate disclosure of end-user confidential or personal information could harm our business.

MOTOBLUR™, our service platform, handles the transmission of personally identifiable and other confidential information and data from end-users (“User Information”), and as such, provides the Company with access to such User Information. In addition, information stored in our smartphone products is subject to virus and security attacks related to the wireless transmission of data. In the event that the security measures implemented by us, our customers or our third-party service providers are breached, or if there is an inappropriate disclosure of User Information, including as a result of a security breach relating to either MOTOBLUR or our smartphones, we could be exposed to litigation or regulatory action, which may result in significant liability or other sanctions. Even if we are not held liable, a security breach or inappropriate disclosure of User Information could harm our reputation,

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and even the perception of security vulnerabilities or risks associated with our products could lead some customers to reduce or delay future purchases, or to purchase competing products or services. In addition, we may be required to invest additional resources to protect the Company against these actual or perceived disruptions or security breaches in the future.

The collection, storage, transmission, use and distribution of User Information and other personally identifiable information could give rise to liabilities or additional costs as a result of laws, governmental regulations or carrier and other customer requirements or differing views of personal privacy rights.

We collect, store and transmit large volumes of data, including User Information and other personally identifiable information, including employee and consumer information, in the course of supporting our internal operating systems and procedures as well as our MOTOBLUR service and smartphone products and related services. This information is increasingly subject to legislation and regulations in numerous jurisdictions around the world. Governmental regulations are typically intended to protect the privacy and security of such User Information and other personally identifiable information as well as to regulate the collection, storage, transmission, transfer, use and distribution of such information.

We could be adversely affected if domestic or international legislation or regulations are expanded to require changes in our business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business. If we are required to allocate significant resources to modify our internal operating systems and procedures as well as our MOTOBLUR service or smartphones to enable enhanced security of User Information that we transmit and store, our business results could be adversely affected.

In addition, because various foreign jurisdictions have different laws and regulations concerning the storage and transmission of User Information and other personally identifiable information, we may face requirements that pose compliance challenges in new international markets that we seek to enter. Such variation could subject us to costs, liabilities or negative publicity that could impair our ability to expand our operations into some countries and therefore limit our future growth.

Our wireless carrier or other customers may have differing expectations or impose particular requirements for the collection, storage, processing and transmittal of User Information and other personally identifiable information in connection with our MOTOBLUR service, or smartphone product and service offerings. Such expectations or requirements could subject us to costs, liabilities or negative publicity, and limit our future growth. If we are required to allocate significant resources to modify our MOTOBLUR service or smartphone product and service offerings to meet such requirements, we may incur additional costs to meet such requirements, and our time-to-market with various product and service offerings could be negatively affected.

Our customers, suppliers, employees and facilities are located throughout the world and, as a result, we face risks that other non-global companies may not face.

Our customers and suppliers are located throughout the world and in 2010 approximately 36% of our Mobile Devices business sales and 33% of our Home business sales were made to customers outside the U.S. In addition, we have many manufacturing, research and development, administrative and sales facilities outside the U.S. and more than half of our employees are employed outside the U.S. Most of our suppliers’ operations are outside the U.S. and nearly all of our products (other than some prototypes) are manufactured outside the U.S.

As with all companies that have sizeable sales and operations outside the U.S., we are exposed to risks that could negatively impact sales or profitability, including but not limited to: (1) import/export regulations, tariffs, trade barriers and trade disputes, customs classifications and certifications, including but not limited to changes in classifications or errors or omissions related to such classifications and certifications, (2) patent infringement actions in the ITC, (3) changes in U.S. and non-U.S. rules related to trade, the environment, health and safety, technical standards and consumer protection, (4) longer payment cycles, (5) tax issues, such as tax law changes, inconsistent interpretation, variations in tax laws from country to country and as compared to the U.S., and difficulties in repatriating cash generated or held abroad in a tax-efficient manner, (6) currency fluctuations, particularly in the Chinese yuan, euro, Brazilian real, Taiwan dollar, and Korean won which could negatively impact our revenues and profits, (7) foreign exchange regulations, which may limit Motorola Mobility’s ability to convert or repatriate foreign currency, (8) challenges in collecting accounts receivable, (9) cultural and language differences,

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(10) employment regulations and local labor conditions, (11) difficulties protecting intellectual property in foreign countries, (12) instability in economic or political conditions, including inflation, recession and actual or anticipated military or political conflicts, including war and other hostilities, (13) natural disasters, (14) public health issues or outbreaks, (15) changes in laws or regulations that negatively impact benefits, such as tax benefits, being received by Motorola Mobility, (16) the impact of each of the foregoing on our outsourcing and procurement arrangements, and (17) litigation in foreign judicial systems and foreign administrative proceedings.

We also face additional challenges in emerging markets, including creating demand for our products and the negative impact of changes in the law or interpretation of the law in those countries.

We also are subject to risks that our operations outside the U.S. could be conducted by our employees, contractors, service providers, representatives or agents in ways that violate the Foreign Corrupt Practices Act or other similar anti-bribery laws. While we have policies and procedures to comply with these laws, our employees, contractors, service providers, representatives and agents may take actions that violate our policies. Any such violations could have a negative impact on our business and could result in government investigations and/or injunctive, monetary or other penalties. Moreover, we face additional risks that our anti-bribery policy and procedures may be violated by third-party sales representatives or other agents that help sell our products or provide other services, because such representatives or agents are not our employees and it may be more difficult to oversee their conduct.

Our products are manufactured outside the U.S., primarily in China, Taiwan and Brazil, and there are unique risks of doing business in these countries that could negatively impact our performance.

Our products are manufactured outside the U.S., primarily in China, Taiwan and Brazil. If our manufacturing in these regions is disrupted, our overall capacity could be significantly reduced and sales or profitability could be negatively impacted. Furthermore, the legal systems in these countries are still developing and we face risks related to the negative impact of changes in the laws, or the interpretation of the laws, in these countries. In China and elsewhere, we face risks that our proprietary information may not be afforded the same protection under law as it is in countries with well-developed intellectual property laws similar to those in the U.S. Also in China, certain China-based competitors are acquiring very large portfolios of Chinese patents and may use those patents to interfere with our China-based manufacturing operations.

In Brazil, where we manufacture and sell products and employ over 2,000 people, we face additional risks related to that country’s complex tax, labor, trade compliance and consumer protection laws and regulations. In connection with our operations in Brazil, we have had and continue to have legal disputes and controversies, including tax, labor and trade compliance controversies and other legal matters that take many years to resolve. We incur legal and other costs in managing and defending these matters and expect to continue to incur such costs. Based on our assessment of these matters, we have recorded reserves on only a small portion of the total potential exposure. It is, however, very difficult to predict the outcome of legal disputes and controversies, including litigation, in Brazil and our ultimate exposure may be significantly greater than our current assessments and related reserves.

In the event of a loss of matters at the intermediate administrative level, in order to continue to dispute the matter in Brazil’s judicial system, the Company may be required to deposit additional cash, post bank or insurance bonds, or pledge assets while the underlying matter is pending judicial review to cover an amount equal to the full value of the alleged tax assessment plus penalties and interest, which may negatively impact the Company’s cash liquidity, potentially significantly in some cases. In some matters, where we have lost at the intermediate administrative level, we have had to deposit cash in escrow accounts or provide surety bonds or letters of credit. Following the Distribution, we have approximately $150 million of cash deposits in Brazil related to these matters.

Our operations in Brazil could also be negatively impacted if we are deemed to be in violation of laws or regulations. Moreover, we may be subject to substantial fines, taxes, judgments and litigation costs. We also face additional challenges in Brazil due to frequent changes in laws that may impact our operations and market strategy.

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If the quality of our products does not meet our customers’ expectations or our products are found to be defective, then our sales and operating earnings, and ultimately our reputation, could be negatively impacted.

The products we sell may have quality issues resulting from the design or manufacture of the product, or from the software used in the product. Sometimes, these issues may be caused by components we purchase from other manufacturers or suppliers. Often these issues are identified prior to the shipment of the products and may cause delays in shipping products to customers, or even the cancellation of orders by customers. Sometimes, we discover quality issues in the products after they have been shipped to our customers, distributors or end-users, requiring us to resolve such issues in a manner that is the least disruptive to our customers. Such pre-shipment and post-shipment quality issues can have legal and financial ramifications, including delays in the recognition of revenue, loss of revenue or future orders, customer imposed penalties for failure to meet our contractual obligations, penalties from regulatory agencies, increased costs associated with repairing or replacing products, a negative impact on our goodwill and brand name reputation, warranty claims and litigation, including class action litigation.

In some cases, if the quality issue affects the product’s safety or regulatory compliance, then such a “defective” product may need to be recalled or be subject to other actions in the field. Depending on the nature of the defect and the number of products in the field, it could cause us to incur substantial recall or field action costs, in addition to the costs associated with the potential loss of future orders and the damage to our goodwill or brand reputation. In addition, we may be required, under certain customer contracts, to pay damages for failed performance that could exceed the revenue that we receive from the contracts. Recalls involving regulatory agencies could also result in fines and additional costs and trigger indemnification obligations. Finally, product defects could result in third-party litigation, including class action litigation by persons alleging common harm resulting from the purchase of the products.

If the volume of our sales decreases or does not reach projected targets, we could face increased materials and manufacturing costs that could make our products less competitive, which could negatively impact our financial results.

We have negotiated favorable pricing terms with many of our suppliers, some of which have volume-based pricing. Under such pricing arrangements, we may experience higher than anticipated costs if current volume-based purchase projections are not met. Some contracts have minimum purchase commitments and we may incur financial liabilities or price increases if these commitments are not met. We also may have unused production capacity if our current volume projections are not met, increasing our production cost per unit. In the future, as we establish new pricing terms, our volume demand could negatively impact future pricing from suppliers. All of these outcomes may result in our products being more costly per unit to manufacture and therefore less competitive or could negatively impact our financial results.

Failure to meet supply demands could negatively impact our relationship with customers and results of operations and cash flows.

A failure to meet the supply demands of our customers can lead customers to drop or otherwise restrict our products from promotions and key product placements. This could negatively impact our relationship with customers and our financial results.

Our future operating results depend on our ability to purchase a sufficient amount of materials, parts and components to meet the demands of our customers and any reduction or interruption in supplies or significant increase in the price of supplies could have a negative impact on our business.

Our ability to meet customers’ demands depends, in part, on our ability to obtain timely and adequate delivery of quality materials, parts and components from our suppliers. Due to increased demand for products, many electronic manufacturers are experiencing shortages for certain components. We have experienced shortages in the past driven by raw material availability, manufacturing capacity, labor shortages, industry allocations, natural disasters and significant changes in the financial or business conditions of our suppliers that have negatively impacted our operations. Although we work closely with our suppliers to avoid shortages, there can be no assurance that we will not encounter shortages in the future or that such shortages will not negatively impact our operations.

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Furthermore, certain of our components are available only from a single source or limited sources, such as certain specialized components for our smartphones and set-top boxes. In the event of an interruption of supply or a significant price increase from these suppliers, we may not be able to diversify sources of supply in a timely manner, which could have a negative impact on our business. In addition, our current contractual arrangements with certain suppliers may be cancelled or not extended by such suppliers and, therefore, not afford the Company with sufficient protection against a reduction or interruption in supplies. Moreover, in the event any of these single source or limited source suppliers breach their contracts with us, our legal remedies associated with such a breach may be insufficient to compensate the Company for any damages we may suffer. Certain of our competitors may also negotiate more favorable contractual terms based on volume or other commitments which may provide them competitive advantages and may impact supply to the Company.

Many of our components and products are designed or manufactured by third-parties. If third-party manufacturers lack sufficient quality control or if there are significant changes in the financial or business condition of such third-party manufacturers, it could have a negative impact on our business.

We rely on third-party manufacturers to manufacture many of our assemblies and finished products. If we are not able to engage such manufacturers with the capabilities or capacities required by our business, or if such third-parties lack sufficient quality control or if there are significant changes in the financial or business condition of such third-parties, it could have a negative impact on our business. We also have third-party arrangements for the design or manufacture of certain products, parts and components, including batteries. If we are not able to engage such parties with the capabilities or capacities required by our business, or if these third-parties fail to deliver quality products, parts and components on time and at reasonable prices, we could have difficulties fulfilling our orders and that could have a negative impact on our sales and results of operations.

Failure of our suppliers, business partners and customers to use acceptable ethical business practices could negatively impact our business.

It is our policy to require our suppliers, business partners and customers to operate in compliance with applicable laws, rules and regulations and our code of business conduct regarding working conditions, employment practices, environmental compliance and trademark and copyright licensing. However, we do not control their labor and other business practices. If one of our suppliers violates labor or other laws or implements labor or other business practices that are regarded as unethical, the shipment of finished products to us could be interrupted, orders could be canceled, relationships could be terminated and our reputation could be damaged. If one of our suppliers fails to procure necessary license rights to trademarks, copyrights or patents owned by third-parties, legal action could be taken against us that could impact the salability of our products and expose us to financial obligations to third-parties. Any of these events could have a negative impact on our sales and results of operations.

Our success is dependent, in part, upon our ability to form successful strategic alliances. If these arrangements do not develop as expected, our business could be negatively impacted.

We currently form alliances with industry leaders to meet customer product and service requirements and to develop innovative advances in design and technology. Some of our alliances allow us to supplement internal manufacturing capacity and share the cost of developing next-generation technologies. Other alliances allow us to offer more services and features to our customers. If such arrangements do not develop as expected, our business could be negatively impacted. Further, if our competition forms more successful strategic alliance that we are able to, our business could be negatively impacted.

We rely on third-party distributors, representatives and retailers to sell certain of our products and our ability to bring products to market may be adversely affected by the loss or failure of one or more of our distributors.

In addition to our own sales force, we offer our products through a variety of third-party distributors, representatives and retailers. Certain of our distributors, representatives or retailers may also market other products that compete with our products. The loss or termination of one or more of our distributors, representatives or retailers, the failure of one or more of our distributors or representatives to effectively promote our products, or changes in the financial or business condition of these distributors or representatives could affect our ability to bring products to market.

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Industry consolidation in the telecommunications and cable industries could negatively impact our business because there would be fewer network operators and it could be more difficult to replace any lost customers.

The telecommunications and cable industries have experienced consolidation to gain efficiencies and economies of scale and this trend may continue. The convergence of video, voice and data service offerings may cause network operators to further consolidate across wireline, wireless and satellite delivery platforms. Consolidation by or among our customers could result in delays of purchases or in the selection of new suppliers by the merged companies, and negatively impact equipment suppliers, including our business. Due to continuing concentration within the cable industry worldwide, a small number of operators own a majority of cable TV systems and account for a significant portion of the capital spending made by cable telecommunication systems operators. Customer concentration has resulted in a smaller number of telecommunications customers making it more difficult to diversify our customer base.

The uncertainty of current economic and political conditions makes budgeting and forecasting difficult and could reduce demand for our products.

Current conditions in the domestic and world economies remain very uncertain. The global financial crisis, U.S. unemployment levels and ongoing political conflicts in the Middle East and elsewhere have created many economic and political uncertainties that have impacted worldwide markets. As a result, it is difficult to estimate changes in various parts of the world economy, including the markets in which we participate. Because all components of our budgeting and forecasting are dependent upon estimates of demand for our products, the prevailing economic uncertainties render estimates of future income and expenditures difficult.

The potential for future terrorist attacks, increased global conflicts and the escalation of existing conflicts and public health issues have created worldwide uncertainties that have negatively impacted, and could continue to negatively impact, demand for certain of our products.

Changes in our operations or sales outside the U.S. markets could result in lost benefits in impacted countries and increase our cost of doing business.

We may enter into new agreements from time to time, with non-U.S. governments, agencies or similar organizations under which we have received or may receive certain benefits relating to our operations and/or sales in the jurisdiction. If our circumstances change and operations or sales are not at levels originally anticipated, we could be at risk of losing some or all of these benefits and increasing our cost of doing business. In addition, certain of the benefits we enjoyed while part of our Former Parent and its subsidiaries may no longer be available to us as an independent company.

We may not generate sufficient future taxable income, which could require additional deferred tax asset valuation allowances.

If we are unable to generate sufficient future taxable income in certain non-U.S. jurisdictions, or if there are significant changes in tax laws or in the actual effective tax rates or the time period within which the underlying temporary differences become taxable or deductible, we could be required to increase our valuation allowances against our deferred tax assets resulting in an increase in our effective tax rate and a negative impact on future operating results.

The outcome of currently ongoing and future examinations of our income tax returns by the IRS and other tax authorities could impact our financial results and cash flows.

We are subject to continued examination of the income tax returns filed by certain of our subsidiaries by the IRS and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. There can be no assurance that the outcomes from these continuing examinations will not have a negative impact on future operating results.

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We may be required to record additional goodwill or other long-lived asset impairment charges, which could result in additional significant charges to earnings.

Under generally accepted accounting principles, we review our long-lived assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is tested for impairment at least annually. Factors that may be considered in assessing whether goodwill or intangible assets may not be recoverable include a decline in our stock price or market capitalization, reduced estimates of future cash flows and slower growth rates in our industry.

While part of our Former Parent, our businesses have incurred goodwill impairments and asset impairments. The goodwill impairment charges resulted from lower asset values in the overall market and the impact of the macroeconomic environment on our near-term forecasts. The intangible asset impairments resulted from a change in a technology platform strategy. Further declines in our stock price or reductions in our future cash flow estimates and future operating results may require us to record significant additional goodwill or other long-lived asset impairment charges in our financial statements in future periods, which could negatively impact our financial results.

We may make strategic acquisitions of other companies or businesses and these acquisitions would introduce significant risks and uncertainties, including risks related to integrating the acquired businesses and achieving benefits from the acquisitions.

In order to position ourselves to take advantage of growth opportunities, we may make strategic acquisitions that involve significant risks and uncertainties. These risks and uncertainties include: (1) the difficulty in integrating newly acquired businesses and operations in an efficient and effective manner, (2) the challenges in achieving strategic objectives, cost savings and other anticipated benefits from acquisitions, (3) the risk that our markets do not evolve as anticipated and that the technologies acquired do not prove to be those needed to be successful in those markets, (4) the potential loss of key employees of the acquired businesses, (5) the risk of diverting the attention of senior management from our operations, (6) the risks of entering new markets in which we have limited experience, (7) risks associated with integrating financial reporting and internal control systems, (8) difficulties in expanding information technology systems and other business processes to accommodate the acquired businesses, and (9) future impairments of goodwill of an acquired business.

Acquisition candidates in the industries in which we participate may carry higher relative valuations (based on their earnings) than we do. This is particularly evident in software and services businesses. Acquiring a business that has a higher relative valuation than Motorola Mobility may be dilutive to our earnings, especially if the acquired business has little or no revenue. In addition, we may not pursue opportunities that are highly dilutive to near-term earnings and have, in the past, foregone certain of these acquisition opportunities.

Key employees of acquired businesses may receive substantial value in connection with a transaction in the form of change in control payments, acceleration of stock options and the lifting of restrictions on other equity- based compensation rights. To retain such employees and integrate the acquired business, we may offer additional retention incentives, but it could still be costly and difficult to retain certain key employees.

It may be difficult for us to recruit and retain the types of engineers and other highly skilled employees that are necessary to remain competitive.

Competition for key technical personnel in high technology industries is intense. We believe that our future success depends in large part on our continued ability to hire, assimilate, retain and leverage the skills of qualified engineers and other highly skilled personnel. We may not be as successful as our competitors at recruiting, assimilating, retaining and utilizing these highly skilled personnel. We may have more difficulty attracting or retaining highly skilled personnel during periods of poor operating performance.

Our success depends in part upon our ability to attract, retain and prepare succession plans for senior management and key employees.

The performance of our senior management and other key employees, in particular our chief executive officer, Dr. Jha, is critical to our success. If we are unable to retain talented, highly qualified senior management and other key employees or attract them when needed, it could negatively impact Motorola Mobility. We rely on the

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experience of our senior management, who have specific knowledge relating to us and our industry that is difficult to replace and competition for management with experience in the technology industry is intense. A loss of the chief executive officer, a member of senior management or a key employee, particularly to a competitor, could also place us at a competitive disadvantage. Further, if we fail to adequately plan for the succession of our chief executive officer, senior management and other key employees, our business could be negatively impacted by their loss. As a newly independent company if certain subject matter experts or employees with specialized skills have to be replaced at Motorola Mobility the organizational structure risk is heightened.

We have taken significant cost-reduction actions, which may expose us to additional production risk and could have a negative impact on our sales, profitability and ability to attract and retain employees.

We have been reducing costs and simplifying our product portfolios in our businesses, with sizable reductions particularly in our Mobile Devices business. We have discontinued product lines, consolidated manufacturing operations, increased reliance on third-parties, reduced our employee population and changed our compensation and benefits programs.

The impact of these cost-reduction actions on our sales and profitability may be influenced by many factors, including, but not limited to: (1) our ability to successfully complete these ongoing efforts, (2) our ability to generate the remaining level of cost savings we expect, (3) delays in implementing anticipated workforce reductions in highly regulated locations outside the U.S., particularly in Europe, (4) decline in employee morale and the potential inability to meet operational targets due to the loss of employees, (5) our ability to retain or recruit key employees, (6) the adequacy of our manufacturing capacity, including capacity provided by third-parties, (7) the performance of other parties under contract manufacturing arrangements on which we rely for the manufacture of certain products, parts and components, and (8) possible litigation or other third-party intervention.

Our business has consolidated or exited certain facilities and our products are manufactured in fewer facilities than in the past. While we have business continuity and risk management plans in place in case capacity is significantly reduced or eliminated at a given facility, the reduced number of alternative facilities could cause the duration of any manufacturing disruption to be longer or more severe. As a result, we could have difficulties fulfilling our orders and our sales and profits could decline.

It is important that we are able to obtain many different types of insurance, and if we are not able to obtain insurance we are forced to retain the risk.

As part of our Former Parent, we had many types of insurance coverage and also were self-insured for some risks and obligations. Although we recently secured acceptable insurance, there can be no assurance we will be able to continue to obtain certain types of insurance at sufficient levels of coverage or at cost-effective rates. The insurance market has been disrupted in the past after specific events such as September 11, 2001, the 2005 hurricanes and recent earthquakes and flooding. While the cost and availability of most insurance has stabilized, there are still certain types and levels of insurance that may become difficult to obtain at a cost effective level. Natural disasters and certain risks arising from securities claims and product liability are potential self-insured events that could negatively impact our financial results.

The unfavorable outcome of any pending or future litigation or administrative action could negatively impact us.

Our financial results could be negatively impacted by unfavorable outcomes to any pending or future litigation, investigation or administrative actions, domestically or in a foreign jurisdiction, including those related to the Foreign Corrupt Practices Act and other anti-bribery laws. There can be no assurances as to the favorable outcome of any litigation. In addition, it can be very costly to defend litigation and these costs could negatively impact our financial results. See “Item 3. Legal Proceedings”.

We are subject to a wide range of product regulatory and safety, consumer protection, worker safety and environmental laws and failure to comply with these laws could subject us to future costs or liabilities, impact our production capabilities, constrict our ability to sell, expand or acquire facilities, and negatively impact our financial performance.

Our operations and the products we manufacture and/or sell are subject to a wide range of global laws. We must comply with a variety of laws, standards and other requirements governing, among other things, health and

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safety, hazardous materials usage, packaging, consumer protection and environmental matters. Our products must obtain regulatory approvals and satisfy other regulatory requirements in the various jurisdictions where they are manufactured and/or sold. Many of our products must meet standards governing, among other things, interference with other electronic equipment and human exposure to radio frequency energy. Failure to comply with such requirements can subject us to liability, additional costs, reputational harm and, in severe cases, prevent us from selling our products in certain jurisdictions. Additionally, changes to regulatory requirements governing our products could have a negative impact on Motorola Mobility’s business, results of operations, and financial condition.

Compliance with existing or future laws, regulations or government directives could subject us to future costs or liabilities, impact our production capabilities, constrict our ability to sell, expand or acquire facilities, and negatively impact our financial performance. Some of these laws also relate to the use, disposal, clean up of, and exposure to hazardous substances. In the U.S., laws often require parties to fund remedial studies or actions regardless of fault. Changes to U.S. or foreign environmental laws or our discovery of additional obligations under these laws could have a negative impact on Motorola Mobility.

Over the last several years, laws focused on the energy efficiency of electronic products and accessories, recycling of both electronic products and packaging, reducing or eliminating certain hazardous substances in electronic products, and the transportation of batteries have expanded significantly. Laws pertaining to accessibility features of electronic products, standardization of connectors and power supplies, sound levels of music playing devices and other aspects of our products and business are also proliferating.

These laws impact our products and make it more expensive to manufacture and sell products. It may also be difficult to comply with the laws in a timely way. We may not have compliant products available in the quantities requested by our customers, thereby impacting our sales and profitability. We expect these trends to continue. In addition, we anticipate increased demands from our customers for products meeting voluntary criteria related to the reduction or elimination of certain hazardous substances from products, increasing energy efficiency, and providing additional accessibility, and our sales may be impacted by our timely ability to meet those criteria.

Allegations of health risks with using Motorola Mobility products, and the lawsuits and publicity relating to them, regardless of merit, could negatively impact our business, operating cash flows and financial condition.

Assertions about health and safety, hazardous materials usage and other environmental concerns related to using Motorola Mobility products could adversely impact our business, operating cash flows and financial condition. Adverse factual developments or lawsuits against us, or even the perceived risk of adverse health effects from chemical or physical agents associated with the use of smartphones or other devices we sell could negatively impact sales, subject us to costly litigation and/or harm our reputation, business, operating cash flows and financial condition.

There has been public speculation about possible health risks to individuals from exposure to radio frequency energy from the use of mobile devices. Government agencies, international health organizations and other scientific bodies are currently conducting research into these issues. In addition, we have been named in individual plaintiff and class action lawsuits alleging that radio frequency emissions from mobile phones have caused or contributed to brain tumors, and that the use of mobile phones poses a health risk. There has been significant scientific research by various independent research bodies that has indicated that exposure to electromagnetic fields or to radio frequency energy, at levels within the limits prescribed by public health authority standards and recommendations, presents no known adverse effect to human health. Nevertheless, there can be no assurance that other studies will not suggest or identify a link between electromagnetic fields or radio frequency energy and adverse health effects or that we will not be the subject of future lawsuits relating to this issue. See “Item 3. Legal Proceedings” for more details.

Government regulation of radio frequencies may limit the growth of the wireless communications industry or reduce barriers to entry for new competitors.

Radio frequencies are required to provide wireless services. The allocation of frequencies is regulated in the U.S. and other countries and limited spectrum space is allocated to wireless services. The growth of the wireless and personal communications industry may be affected: (1) by regulations relating to the access to allocated spectrum for wireless communication users, especially in urban areas, (2) if adequate frequencies are not allocated, or (3) if

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new technologies are not developed to better utilize the frequencies currently allocated for such use. Industry growth has been and may continue to be affected by the cost of new licenses required to use frequencies and any related frequency relocation costs.

The U.S. leads the world in spectrum deregulation, allowing new wireless communications technologies to be developed and offered for sale. Examples include wireless local area network systems, such as Wireless Fidelity (“WiFi”) and Long-Term Evolution (“LTE”). Other countries have also deregulated portions of their available spectrum to allow deployment of new technologies. Deregulation may introduce new opportunities for Motorola Mobility and our customers, but also new competition.

Changes in government policies and laws related to the Internet could negatively impact our financial results and cash flows.

The laws and regulations that impact access to, content on or commerce conducted on the Internet are still evolving. We could be negatively impacted by any such regulation in any country where we operate, including in the U.S. The adoption of such measures could decrease demand for our products and at the same time increase the cost of selling such products.

We rely on complex information technology systems and networks to operate our business. Any significant system or network disruption could have a negative impact on our operations, sales and operating results.

We rely on the efficient and uninterrupted operation of complex information technology systems and networks, some of which are within Motorola Mobility and some are outsourced. All information technology systems are potentially vulnerable to damage or interruption from a variety of sources, including but not limited to computer viruses, security breach, energy blackouts, natural disasters, terrorism, war and telecommunication failures. We regularly face attempts by others to gain unauthorized access through the Internet to our information technology systems. These attempts, which might be the result of industrial or other espionage, or actions by hackers seeking to harm Motorola Mobility, our products or end-users, are sometimes successful. There also may be system or network disruptions if new or upgraded business management systems are defective or are not installed properly.

We have implemented various measures to manage our risks related to system and network disruptions, but these measures may be insufficient and a system failure or security breach could negatively impact our operations and financial results. The theft and/or unauthorized use or publication of our trade secrets and other confidential business information as a result of such an incident could negatively impact our competitive position. In addition, we may incur additional costs to remedy the damages caused by these disruptions or security breaches.

We face a number of risks related to the recent global financial crisis.

The global financial crisis that affected the banking system and financial markets which began during late 2008 and continued throughout 2009 and into 2010 resulted in a severe tightening in the worldwide credit markets, a low level of liquidity in many financial markets and extreme volatility in credit and equity markets. More recently, the destabilization of various currencies has also negatively impacted the global markets. This financial crisis has impacted, and could continue to impact, our business in a number of ways, including:

• Destabilization of currencies: Destabilization of currencies has negatively impacted the credit markets and the valuation of certain currencies and may cause, and in some cases has caused, consumers and businesses to defer purchases in response to tighter credit, decreased purchasing power and/or declining consumer confidence. If future demand for our products declines due to global economic conditions, it could negatively impact our financial results.

• Potential deferment or cancellation of purchases and orders by customers: Uncertainty about current and future global economic conditions may cause, and in some cases has caused, consumers, and businesses to defer or cancel purchases in response to tighter credit, decreased cash availability and declining consumer confidence. If future demand for our products declines due to global economic conditions, it could negatively impact our financial results.

• Negative impact from increased financial pressures on key suppliers: Our ability to meet customers’ demands depends, in part, on our ability to obtain timely and adequate delivery of quality materials, parts and components from our suppliers. Certain of our components are available only from a single source or limited

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sources. If certain key suppliers were to become capacity or liquidity constrained or insolvent, it could result in a reduction or interruption in supplies or an increase in the price of supplies and negatively impact our financial results. In addition, credit constraints at key suppliers have resulted in accelerated payment of accounts payable by Motorola Mobility, impacting our cash flow. If this trend continues, it could negatively impact our cash flow. If suppliers consolidate to address this financial pressure, less competition among suppliers could result in increased costs which could negatively impact our financial results.

As a new company without long-term debt credit ratings, there can be no assurances that we will have access to the capital markets on terms acceptable to us.

From time to time we may need to access the long-term and short-term capital markets to obtain financing. Although we believe we have sufficient capital to permit us to finance our operations on acceptable terms and conditions, our access to, and the availability of, further financing on acceptable terms and conditions in the future will be impacted by many factors currently and in the future, including: (1) our financial performance, (2) our credit ratings or absence of a credit rating, (3) the liquidity of the overall capital markets, and (4) the state of the economy, including the telecommunications and cable industries. There can be no assurance that we will have future access to the capital markets on terms acceptable to us.

We currently do not have long-term debt or a credit rating. As a result, the following activities we conducted at our Former Parent, as a rated company, may be more difficult to perform:

• Ability to sell receivables: We may sell certain accounts receivable under facilities that may involve contractual commitments from third-parties to purchase qualifying receivables up to certain stated limits. These sales of receivables provide us the ability to accelerate cash flow when it is prudent to do so. The ability to sell (or “factor”) receivables may be subject to the credit quality of the obligor and our ability to obtain sufficient levels of credit insurance from independent insurance companies. We could be limited in our ability to sell receivables in the future because of our financial position, the creditworthiness of our customers or our ability to purchase credit insurance.

• Our ability to obtain standby letters of credit and surety bonds could be limited: Certain commercial contracts with our customers require that we arrange for standby letters of credit, performance bonds and surety bonds (collectively referred to as “Performance Bonds”) to be issued on behalf of Motorola Mobility by banks and/or insurance companies. Issuers of these Performance Bonds may be less likely to provide Performance Bonds on our behalf in the future, unless we provide a sufficient level of collateral, and the costs for issuance may be higher. These limitations on issuance may apply to the renewal and extension of existing Performance Bonds, as well as the issuance of new Performance Bonds. Such collateral requirements could result in less liquidity for other operational needs, and financial flexibility would be reduced.

• Our ability to hedge foreign exchange risk could be limited: Counterparties may be unwilling to provide trading and derivative credit facilities for us without cash collateral. This would limit our ability to reduce volatility in earnings and cash flow. Should cash collateral be provided, less liquidity would be available for operational needs, and our financial flexibility would be reduced.

• Our ability to fund our foreign affiliates could be limited: Motorola Mobility relies on uncommitted lines of credit from banks to provide daylight overdraft, short-term loans and other sources of liquidity for foreign affiliates. Lenders may be unwilling to provide credit to our foreign affiliates as Motorola Mobility will have no credit ratings at the time of the Distribution. This situation could result in Motorola Mobility using U.S. cash to make loans to these affiliates or provide permanent equity where loans are not possible. If this occurs, less liquidity would be available for other operational needs, and our financial flexibility would be reduced.

• Our trade terms with suppliers may be less favorable than those of our competitors: Suppliers may require letters of credit, cash collateral or other forms of security as part of standard payment conditions. Such requests could result in reduced liquidity and less leverage in pricing negotiations.

• Our access to short-term and long-term financing is extremely limited and could be very costly: As a company with unrated credit, we may have limited access to short-term and long-term borrowing and the cost of such borrowings could be high as compared to the cost for companies with favorable credit ratings.

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We may have higher levels of restricted cash or cash deposits as an independent, publicly traded company and we currently do not expect to have a credit rating, which could result in less liquidity and financial flexibility for Motorola Mobility.

Following the Distribution, we have approximately $150 million of cash deposits in Brazil related to various legal disputes. In addition, as an independent, publicly traded company we may have to use more cash to collateralize standby letters of credit, surety bonds and performance bonds (collectively “Performance Bonds”) as part of our ordinary operations, which means such cash will not be immediately available to us. The use of cash to obtain Performance Bonds could result in less liquidity for other important operational needs, and financial flexibility could be reduced.

We may be unable to obtain a sufficient supply of components and parts that are free of minerals mined from the Democratic Republic of Congo and adjoining countries, which could result in a shortage of such components and parts or reputational damages if we are unable to certify that our products are free of such minerals.

The Dodd-Frank Wall Street Reform and Consumer Protection Act included disclosure requirements regarding the use of “conflict” minerals mined from the Democratic Republic of Congo and adjoining countries (“DRC”) and procedures regarding a manufacturer’s efforts to prevent the sourcing of such “conflict” minerals. While final rules implementing these requirements are not expected from the SEC until later in 2011, the implementation of these requirements may limit the pool of suppliers who can provide us DRC Conflict Free components and parts, and we cannot make assurances that we will be able to obtain products in sufficient quantities that meet the DRC Conflict Free designation as proposed by the requirements. Also, since our supply chain is complex, we may face reputational challenges with our customers, stockholders and other stakeholders if we are unable to sufficiently verify the origins for the defined conflict metals used in our products.

Risks Relating to Our Recent Separation

If the Distribution, together with certain related transactions, were to fail to qualify as a reorganization for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code, then we and/or our Former Parent and our stockholders could be subject to significant tax liability.

Our Former Parent received an opinion from Wachtell, Lipton, Rosen & Katz that the Distribution, together with certain related transactions, qualifies as a reorganization for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code. The opinion relies on certain representations, assumptions and undertakings, including those relating to the past and future conduct of our business, and the opinion would not be valid if such representations, assumptions and undertakings were incorrect. Notwithstanding the opinion, the IRS could determine that the Distribution should be treated as a taxable transaction if it determines that any of the representations, assumptions or undertakings upon which the opinion relied is false or has been violated or if it disagrees with the conclusions in the tax opinion. For more information regarding the tax opinion, see the section entitled “The Separation—Material U.S. Federal Income Tax Consequences of the Distribution” included in the Information Statement of our Registration Statement on Form 10.

If the Distribution fails to qualify for tax-free treatment, our Former Parent would be subject to tax on gain, if any, as if it had sold the common stock of our Company in a taxable sale for its fair market value. In addition, if the Distribution fails to qualify for tax-free treatment, each of our initial public stockholders would be treated as if the stockholder had received a distribution equal to the fair market value of our common stock that was distributed to the stockholder, which generally would be taxed as a dividend to the extent of the stockholder’s pro rata share of our Former Parent’s current and accumulated earnings and profits and then treated as a non-taxable return of capital to the extent of the stockholder’s basis in our Former Parent’s common stock and finally as capital gain from the sale or exchange of our Former Parent’s common stock. Furthermore, even if the Distribution were otherwise to qualify under Sections 355 and 368(a)(1)(D) of the Code, it may be taxable to our Former Parent (but not to our Former Parent’s stockholders) under Section 355(e) of the Code, if the Distribution were later deemed to be part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, stock representing a 50% or greater interest in our Former Parent or us. For this purpose, any acquisitions of our Former Parent’s stock or of our common stock within the period beginning two years before the Distribution and ending two years after the Distribution are presumed to be part of such a plan, although we or our Former Parent may be able to rebut that presumption. For a more detailed discussion, see the section entitled “The Separation—Material U.S. Federal Income Tax Consequences of the Distribution” included in the Information Statement of our Registration Statement on Form 10.

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Under the Tax Sharing Agreement among our Former Parent, Motorola Mobility, Inc. and us, we would generally be required to indemnify our Former Parent against any tax resulting from the Distribution to the extent that such tax resulted from any of the following events (among others): (1) an acquisition of all or a portion of our stock or assets, whether by merger or otherwise, (2) any negotiations, understandings, agreements or arrangements with respect to transactions or events that cause the Distribution to be treated as part of a plan pursuant to which one or more persons acquire, directly or indirectly, stock representing a 50% or greater interest in Motorola Mobility, (3) certain other actions or failures to act by us, or (4) any breach by us of certain of our representations or undertakings. For a more detailed discussion, see the section entitled “Certain Relationships and Related Party Transactions—Agreements With Motorola, Inc.—Tax Sharing Agreement” included in the Information Statement of our Registration Statement on Form 10. Our indemnification obligations to our Former Parent and its subsidiaries, officers and directors are not limited by any maximum amount. If we are required to indemnify our Former Parent or such other persons under the circumstances set forth in the Tax Sharing Agreement, we could be subject to substantial liabilities.

We may be unable to achieve some or all of the benefits that we expect to achieve as an independent, publicly traded company.

By separating from our Former Parent there is a risk that our Company may be more susceptible to market fluctuations and other adverse events than we would have otherwise been were we still a part of the our Former Parent. As part of our Former Parent, we were able to enjoy certain benefits from our Former Parent’s operating diversity, purchasing and borrowing leverage, and available capital for investments. We may not be able to achieve some or all of the benefits that we expect to achieve as an independent, publicly traded company.

We have no operating history as an independent, publicly traded company, and our historical financial statements are not necessarily representative of the results we would have achieved as an independent, publicly traded company and may not be reliable indicators of our future results.

The historical financial statements do not necessarily reflect the financial condition, results of operations or cash flows that we would have achieved as an independent, publicly traded company during the periods presented or those that we will achieve in the future, primarily as a result of the following factors:

• Prior to our separation, our business was operated by our Former Parent as part of its broader corporate organization, rather than as an independent company. Our Former Parent or one of its affiliates performed various corporate functions for us, including, but not limited to, tax administration, treasury activities, accounting, information technology services, human resources, legal, ethics and compliance program administration, real estate management, investor and public relations, certain governance functions (including internal audit) and external reporting. Our historical financial statements reflect allocations of corporate expenses from our Former Parent for these and similar functions. These allocations may be more or less than the comparable expenses we would have incurred had we operated as an independent, publicly traded company.

• Historically, we have shared economies of scope and scale in costs, employees, vendor relationships and customer relationships with the other businesses of our Former Parent. We may not capture all the benefits our businesses have enjoyed as a result of being integrated with the other businesses of our Former Parent. The loss of some or all of these benefits could have an adverse effect on our business, results of operations and financial condition following the completion of the separation.

• We may need to obtain additional financing from banks, through public offerings or private placements of debt or equity securities, strategic relationships or other arrangements, and such arrangements may not be available to us or available on terms that are as favorable as those we could have obtained when we were part of our Former Parent.

• Other significant changes may occur in our cost structure, management, financing and business operations as a result of our operation as a company separate from our Former Parent.

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Motorola Mobility and its Former Parent share the use of certain logos and other trademarks, trade names and service marks, including “MOTOROLA” and the Stylized M logo and all derivatives and formatives thereof such as MOTO (“Motorola Marks”), which could result in product and market confusion and negatively impact our ability to expand our business under the Motorola brand.

There are risks associated with both Motorola Mobility and our Former Parent using the Motorola Marks. Because both Motorola Mobility and our Former Parent will be using the Motorola Marks, confusion could arise in the market, including customer and investor confusion regarding the products offered by the two companies. This risk could increase as both our Former Parent’s and our products continue to converge. Also, any negative publicity associated with either company in the future could adversely affect the public image of the other.

In addition because our Former Parent has the exclusive right to use the Motorola Marks with products and services within its specified fields of use, Motorola Mobility will not be permitted to use the Motorola Marks in those fields of use. In the event that Motorola Mobility desires to expand its business into any of our Former Parent’s fields of use, it will need to do so with a brand other than Motorola. Developing a brand as well-known and with as much brand equity as Motorola could take considerable time and expense. The risk of needing to develop a second brand increases as our Former Parent’s and our products continue to converge.

A change of control related to our Former Parent could result in an incompatible third-party being entitled to use the Motorola Marks, thereby increasing the risks associated with sharing the Motorola Marks.

Our Former Parent’s license to use the Motorola Marks is assignable to an acquiring entity. Similarly, in the event of a liquidation of our Former Parent, it is possible that a bankruptcy court would permit its license rights to be assigned to a third-party. While our Former Parent’s right to use the Motorola Marks is limited to a specific field of use, in the event of a change of control, it is possible that Motorola Mobility could be party to a license arrangement with a third-party whose interests are incompatible with those of Motorola Mobility, thereby potentially making the license arrangement difficult to administer, and increasing the costs and risks associated with sharing the Motorola Marks.

As part of our Former Parent, we benefited from licenses held by our Former Parent and we may incur additional unanticipated cost as an independent company when we no longer have the benefit of such licenses.

As part of our Former Parent, we enjoyed the benefits of a number of intellectual property licenses, including patent and software licenses, which covered all of our Former Parent’s businesses. As an independent company, we may have additional unanticipated costs to license intellectual property rights that in the past we had access to as part of our Former Parent. Such costs could include license fees or litigation costs. Although we cannot predict the extent of such unanticipated costs, it is possible such costs could negatively impact our financial results.

We may be unable to make, on a timely or cost-effective basis, the changes necessary to operate as an independent company without transition services, and we may experience increased costs as a result of the separation.

Our Former Parent is contractually obligated to provide to us only those transition services specified in the Transition Services Agreement and the other agreements we entered into with our Former Parent in connection with the separation. The expiration date of the Transition Services Agreement varies by service provided, but is generally no longer than 12 months from the date of the Distribution. We may be unable to replace in a timely manner or on comparable terms the services or other benefits that our Former Parent previously provided to us. Upon the expiration of the Transition Services Agreement or other agreements, many of the services that are covered in such agreements will be provided internally or by unaffiliated third-parties, and we expect that, in some instances, we will incur higher costs to obtain such services than we incurred prior to the separation or under the terms of such agreements. If our Former Parent does not effectively perform the transition services and the other services that are called for under the Transition Services Agreement and other agreements, we may not be able to operate our business effectively and our profitability may decline. After the expiration of the Transition Services Agreement and the other agreements, we may be unable to replace the services specified in such agreements in a timely manner or on comparable terms.

Similarly, we currently purchase a wide variety of products and services, including software licenses, from third-parties as part of our Former Parent. We may experience some increased costs after the separation as a result

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of our inability to continue to purchase products and services on terms that are as favorable to us as those obtained under these combined purchasing arrangements. Although we cannot predict the extent of any such increased costs, it is possible that such costs could have a negative impact on our business and results of operations.

We may have been able to receive better terms from unaffiliated third-parties than the terms provided in our agreements with our Former Parent.

The agreements related to our separation from our Former Parent including the Master Separation and Distribution Agreement, Transition Services Agreement, Trademark License Agreement, Intellectual Property Agreements and other agreements, were negotiated in the context of our separation from our Former Parent while we were still part of our Former Parent and, accordingly, may not reflect terms that would have been reached between unaffiliated parties. The terms of the agreements we negotiated in the context of our separation relate to, among other things, allocation of assets, liabilities, rights, indemnifications and other obligations between our Former Parent and us as well as certain ongoing arrangements between our Former Parent and us. Had these agreements been negotiated with unaffiliated third-parties, they might have been more favorable to us. For more information, see the section entitled “Certain Relationships and Related Party Transactions” included in the Information Statement of our Registration Statement on Form 10.

Motorola Mobility and our Former Parent might not be able to engage in desirable strategic transactions and equity issuances following the Distribution.

To preserve the tax-free treatment to our Former Parent of the Distribution, under the Tax Sharing Agreement that we entered into with our Former Parent and Motorola Mobility, Inc., we agreed to refrain from taking or failing to take any action that prevents the Distribution and related transactions from being tax-free. Further, for the two-year period following the Distribution, in certain circumstances we may be precluded from:

• entering into any transaction resulting in the acquisition of 40% or more of our stock or 60% or more of our assets, whether by merger or otherwise;

• merging, consolidating or liquidating;

• issuing equity securities beyond certain thresholds;

• repurchasing Motorola Mobility common stock beyond certain thresholds; and

• ceasing to actively conduct the Mobile Devices business.

These restrictions may limit our ability to pursue strategic transactions or engage in new business or other transactions that may maximize the value of our business. Furthermore, we could be liable for any resulting tax if our actions are deemed to be in violation of the Tax Sharing Agreement. For more information, see the sections entitled “The Separation—Material U.S. Federal Income Tax Consequences of the Distribution” and “Certain Relationships and Related Party Transactions—Agreements With Motorola, Inc.—Tax Sharing Agreement” included in the Information Statement of our Registration Statement on Form 10.

In connection with our separation, our Former Parent will indemnify us for certain liabilities and we will indemnify our Former Parent for certain liabilities. If we are required to indemnify our Former Parent, we may need to divert cash to meet those obligations and our financial results could be negatively impacted. In the case of our Former Parent’s indemnity, there can be no assurance that the indemnity will be sufficient to insure us against the full amount of such liabilities, or as to our Former Parent’s ability to satisfy its indemnification obligations in the future.

Pursuant to the Master Separation and Distribution Agreement and certain other agreements with our Former Parent, our Former Parent agreed to indemnify us from certain liabilities, and we agreed to indemnify our Former Parent for certain liabilities, in each case for uncapped amounts, as discussed further in the section entitled “Certain Relationships and Related Party Transactions—Agreements With Motorola, Inc.—” under each of “Master Separation and Distribution Agreement—Indemnification” “Tax Sharing Agreement” and “Employee Matters Agreement” included in the Information Statement of our Registration Statement on Form 10. Indemnities that Motorola Mobility may be required to provide our Former Parent are not subject to any cap, may be significant and could negatively impact our business, particularly indemnities relating to our actions that could impact the tax-free

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nature of the Distribution. Third-parties could also seek to hold us responsible for any of the liabilities that our Former Parent has agreed to retain. Further, there can be no assurance that the indemnity from our Former Parent will be sufficient to protect us against the full amount of such liabilities, or that our Former Parent will be able to fully satisfy its indemnification obligations. Moreover, even if we ultimately succeed in recovering from our Former Parent, any amounts for which we are held liable, we may be temporarily required to bear these losses ourselves. Each of these risks could negatively affect our business, results of operations and financial condition.

A court could deem the Distribution to be a fraudulent conveyance and void the transaction or impose substantial liabilities upon us.

A court could deem the Distribution or certain internal restructuring transactions undertaken by our Former Parent in connection with the separation to be a fraudulent conveyance or transfer. Fraudulent conveyances or transfers are defined to include transfers made or obligations incurred with the actual intent to hinder, delay or defraud current or future creditors or transfers made or obligations incurred for less than reasonably equivalent value when the debtor was insolvent, or that rendered the debtor insolvent, inadequately capitalized or unable to pay its debts as they become due. A court could void the transactions or impose substantial liabilities upon us, which could adversely affect our financial condition and our results of operations. Among other things, the court could require our stockholders to return to our Former Parent some or all of the shares of our common stock issued in the Distribution, or require us to fund liabilities of other companies involved in the restructuring transactions for the benefit of creditors. Whether a transaction is a fraudulent conveyance or transfer will vary depending upon the jurisdiction whose law is being applied.

Risks Relating to Our Common Stock

There is not a long market history for our common stock and the market price of our shares may fluctuate widely.

We cannot predict the prices at which our common stock may trade. The market price of our common stock may fluctuate widely, depending upon many factors, some of which may be beyond Motorola Mobility’s control, including:

• a shift in our investor base;

• our quarterly or annual earnings, or those of other companies in our industry;

• actual or anticipated fluctuations in our results of operations;

• announcements by us or our competitors of significant acquisitions or dispositions;

• the failure of securities analysts to cover our common stock after the Distribution;

• changes in earnings estimates by securities analysts or our ability to meet our earnings guidance;

• the operating and stock price performance of other comparable companies; and

• overall market fluctuations and general economic conditions.

Stock markets in general have also experienced volatility that has often been unrelated to the operating performance of a particular company. These broad market fluctuations could negatively affect the trading price of our common stock.

Stockholders’ percentage ownership in Motorola Mobility may be diluted in the future.

As with any publicly traded company, a stockholder’s percentage ownership in Motorola Mobility may be diluted in the future because of equity awards that we expect will be granted to our directors, officers and employees and if we issue new equity for acquisitions and other transactions involving the issuance of equity.

We do not expect to pay any cash dividends for the foreseeable future.

We presently intend to retain future earnings, if any, to finance our business. As a result, we do not expect to pay any cash dividends for the foreseeable future. All decisions regarding the payment of dividends by our Company will be made by our Board of Directors from time to time in accordance with applicable law. There can be no assurance that we will have sufficient surplus under Delaware law to be able to pay any dividends. This may result

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from extraordinary cash expenses, actual expenses exceeding contemplated costs, funding of capital expenditures or increases in reserves. If we do not pay dividends, the price of our common stock must appreciate for stockholders to receive a gain on their investment in Motorola Mobility. This appreciation may not occur. Further, in order to generate cash flow from their investments, stockholders may have to sell shares.

Item 1B: Unresolved Staff Comments

None.

Item 2: Properties

Motorola Mobility’s principal executive offices are currently located at 600 N. U.S. Highway 45, Libertyville, Illinois 60048. This location also is currently the headquarters of our Mobile Devices business. Our Home business headquarters is currently in Horsham, Pennsylvania. Motorola Mobility also operates manufacturing facilities, research and development, administrative and sales offices in other U.S. locations and in many other countries. As a newly independent company, Motorola Mobility is currently reviewing the functions and designations for several facilities in the U.S., including the headquarter locations for the Company and its businesses. Motorola Mobility owns eight facilities (manufacturing, sales, service and offices), five of which are located in the Americas Region (U.S., Canada, Mexico, Central America and South America) and three of which are located in other countries. Motorola Mobility leases 91 facilities, 36 of which are located in the Americas Region and 55 of which are located in other countries. Motorola Mobility owns three major facilities for the manufacturing and distribution of its products. These facilities are located in: Tianjin, China; Hsin Tien, Taiwan; and Jaguariuna, Brazil.

Motorola Mobility generally considers the productive capacity of the plants operated by each of its business segments to be adequate and sufficient for the requirements of each business group. The extent of utilization of such manufacturing facilities varies from plant to plant and from time to time during the year.

A substantial portion of Motorola Mobility’s products are manufactured in China, Taiwan, and Brazil, either in our own facilities or in the facilities of third-parties who manufacture and assemble products for us. If manufacturing in the region or by the small number of third-party suppliers and manufacturers who make a significant portion of our products were disrupted, Motorola Mobility’s overall production capacity could be significantly reduced.

Item 3: Legal Proceedings

Personal Injury Cases

Cases relating to Wireless Telephone Usage

Farina v. Nokia, Inc., et al.

On April 19, 2001, Farina v. Nokia, Inc., et al., was filed in the Pennsylvania Court of Common Pleas, Philadelphia County. Farina, filed on behalf of a Pennsylvania class, claimed that the failure to incorporate a remote headset into cellular phones or warning against using a phone without a headset rendered the phones defective by exposing users to alleged biological injury and health risks and sought compensatory damages and injunctive relief. After removal to federal court, transfer and consolidation with now-dismissed similar cases, an appeal, remand to state court and a second removal, the case proceeded in the federal district court in Philadelphia. The original complaint was amended to add allegations that cellular telephones sold without headsets are defective because they present a safety risk when used while driving. In the current complaint, Plaintiff seeks actual damages in the form of the greater of $100 or the difference in value of a Motorola phone as delivered and with a headset, the amount necessary to modify the phones to permit safe use, out of pocket expenses, including the purchase of headsets, treble damages and attorney’s fees and costs. On September 2, 2008, the federal district court in Philadelphia dismissed the Farina case, finding that the complaint is preempted by federal law. On October 22, 2010, the U.S. Court of Appeals for the Third Circuit affirmed the dismissal of the complaint. Plaintiff has received an extension of time to file a petition for writ of certiorari to appeal to the U.S. Supreme Court.

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The Murray Cases

During 2001 and 2002, several cases were filed in the Superior Court of the District of Columbia alleging that use of a cellular phone caused a malignant brain tumor: Murray v. Motorola, Inc., et al., filed November 15, 2001; Agro, et al. v. Motorola, Inc., et al., filed February 26, 2002; Cochran, et al. v. Audiovox Corporation, et al., filed February 26, 2002, and Schofield, et al. v. Matsushita Electric Corporation of America, et al., filed February 26, 2002 (collectively the “Murray cases”). Each complaint seeks compensatory damages in excess of $25 million, consequential damages in excess of $25 million and punitive and/or exemplary damages in excess of $100 million. After removal to federal court, transfer, consolidation and remand, the defendants moved to dismiss the Murray cases on November 30, 2004. On August 24, 2007, the Superior Court granted the defendants’ motion and dismissed the cases with prejudice on federal preemption grounds. On September 20, 2007, Plaintiffs appealed the dismissal to the District of Columbia Court of Appeals.

On October 30, 2009, the Court of Appeals affirmed the decision in part and reversed the decision in part. The Court affirmed dismissal of claims challenging the adequacy of the FCC’s Standards on conflict preemption grounds. The Court also held that Plaintiffs’ claims may not be preempted to the extent they are based on allegations that their injuries were caused by wireless phones that did not comply with the FCC’s Radio Frequency (“RF”) exposure standards passed in 1996 (regardless of when Plaintiffs purchased their phones). The Court further held that claims asserted under DC Code Section 28-3904 (DC unlawful trade practices act) alleging that defendants provided false and misleading information about cell phones or omitted to disclose material information may not be preempted if Plaintiffs are able to base their claims on allegations that do not challenge the adequacy of the FCC’s safety standards. The Court remanded the cases to the Superior Court.

On May 3, 2010, Plaintiffs filed amended complaints. Plaintiffs’ amended complaints assert the same claims raised in their previous complaints but purport to limit their claims to those involving: (1) phones manufactured before the FCC adopted its Specific Absorption Rate standards in 1996; (2) post-1996 phones that do not comply with the FCC’s standards; and (3) allegedly non-preempted claims sounding in misrepresentation, non-disclosure, and failure to warn. Plaintiffs have not changed their allegations regarding the Motorola phones they allegedly purchased and used, other than to assert that none of the Motorola phones they purportedly purchased was compliant with the FCC’s Specific Absorption Rate standards. Plaintiffs seek the same damages as in the original complaints.

The Marks Case

On May 5, 2010, Alan and Ellen Marks filed suit in the Superior Court of the District of Columbia, Alan Marks, et. al v. Motorola, Inc., et. al., alleging that use of a cellular phone caused Alan Marks’ malignant brain tumor (“Marks Case”). The complaint is based on the same legal theories and factual allegations as the Murray cases and seeks compensatory damages of $25 million, consequential damages in excess of $25 million and punitive and/or exemplary damages of $100 million.

The Kidd Case

On October 22, 2010, Shawn and Alisha Kidd filed suit in the Superior Court of the District of Columbia, Shawn Kidd, et. al. v. Motorola, Inc., et. al., alleging that use of a cellular phone caused Shawn Kidd’s malignant brain tumor (“Kidd Case”). The complaint is based on the same legal theories and factual allegations as the Murray cases and seeks compensatory damages of $25 million, consequential damages in excess of $25 million and punitive and/or exemplary damages of $100 million.

Dahlgren v. Motorola, Inc., et al.

On September 9, 2002, Dahlgren v. Motorola, Inc., et al., was filed in the D.C. Superior Court containing class claims alleging deceptive and misleading actions by defendants for failing to disclose the alleged “debate” related to the safety of wireless phones reflected in studies that allegedly show wireless phones can cause harm. On December 9, 2005, Plaintiff filed an amended complaint in Dahlgren. On March 5, 2008, the court stayed Dahlgren pending the outcome of Murray v. Motorola, Inc., et al. After the Murray decision, the Court lifted the stay and the Plaintiff amended the complaint to remove the class allegations and sue in a representative capacity on behalf of the General Public of the District of Columbia. Dahlgren seeks treble damages or statutory damages in the amount of $1,500 per violation, whichever is greater, disgorgement of profits, punitive damages, attorneys’ fees, costs or

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disbursements. On July 8, 2010, the court granted Defendant’s motion to dismiss in part and denied it in part. The court dismissed claims asserting that Defendants failed to disclose the “safety debate” regarding cellular telephones and certain claims pre-dating October 2000. The court denied Defendants’ argument that federal preemption barred Plaintiff’s claims in their entirety. Plaintiff filed a third amended complaint on September 21, 2010.

Patent Related Cases

Personalized Media Communications, L.L.C. v. Motorola, Inc. et al.,

On February 19, 2008, Personalized Media Communications, L.L.C. filed an action for patent infringement against Motorola, Inc. and two other defendants in Personalized Media Communications, L.L.C. v. Motorola, Inc. et al., in the U.S. District Court for the Eastern District of Texas. The amended complaint alleges infringement of five patents by Motorola, Inc. The complaint alleges that Motorola, Inc. directly infringes, contributorily infringes or induces others to infringe the patents-in-suit by marketing, making, using and/or selling broadband transmission products, content origination products, head end products, digital set-top products and software products and services used in conjunction with digital set-top boxes. The complaint seeks unspecified monetary damages and injunctive relief.

Wi-LAN Inc. v. Research in Motion Corporation. et al.,

On June 19, 2008, Wi-LAN Inc. filed an action for patent infringement against Motorola, Inc. and other defendants in Wi-LAN Inc. v. Research in Motion Corporation. et al., in the U.S. District Court for the Eastern District of Texas. The complaint alleges infringement of two patents by Motorola, Inc. The complaint alleged that Motorola, Inc. has been, and is now, infringing, by way of inducement and/or contributory infringement, the patents-in-suit by making, using, offering for sale, importing, and/or selling mobile handsets and/or other products compliant with the IEEE 802.11 and/or CDMA2000 standards that fall within the scope of at least one claim of each of the patents-in-suit. The complaint sought unspecified monetary damages and injunctive relief. On June 2, 2010, Wi-LAN Inc. filed a second action for patent infringement against Motorola, Inc. and other defendants in Wi-LAN Inc. v. Acer, Inc., et al. in the U.S. District Court for the Eastern District of Texas. The second complaint alleged infringement of two additional patents by Motorola, Inc. The second complaint alleged that Motorola, Inc. was infringing, directly and indirectly by way of inducement and/or contributory infringement the patents-in-suit by making, using, offering for sale, importing, and/or selling products with wireless capability compliant with the Bluetooth standards. The second complaint sought unspecified monetary damages and injunctive relief. On January 28, 2011, Motorola Mobility Holdings, Inc. and Motorola Mobility, Inc. entered into a settlement and license agreement with Wi-LAN that resolved all pending litigation between the companies.

Panasonic Corporation v. Freescale Semiconductor, Inc. et al.

On April 1, 2010, Panasonic Corporation filed complaints for patent infringement against several Freescale Semiconductor entities and its customers (including Motorola, Inc.) in Certain Large Scale Integrated Circuit Semiconductor Chips and Products Containing Same (Inv. No. 337-TA-716) in the U.S. International Trade Commission and in Panasonic Corporation v. Freescale Semiconductor, Inc. in the U.S. District Court for the District of New Jersey. The complaints alleged infringement of two patents by Freescale components used in products by Motorola, Inc. The complaints, alleged that Motorola, Inc. manufactured, used, offered for sale, sold for importation, imported or sold after importation into the U.S. components that infringed claims of the patents-in-suit, including mobile phones that contained semiconductor chips supplied by Freescale Semiconductor. The ITC complaint sought exclusion and cease and desist orders. The New Jersey complaint sought unspecified monetary damages and injunctive relief. On April 30, 2010, the ITC instituted the investigation. On May 7, 2010, the New Jersey complaint was dismissed. On February 11, 2011, the parties jointly filed a motion to terminate the ITC investigation.

Microsoft Corporation v. Motorola, Inc.

On October 1, 2010, Microsoft Corporation (“Microsoft”) filed complaints against Motorola, Inc. in the International Trade Commission (“ITC”) and the United States District Court for the Western District of Washington (“District Court”) alleging patent infringement based on products manufactured and sold by Motorola, Inc. The ITC matter is entitled In the Matter of Mobile Devices, Associated Software, and Components Thereof (Inv. No. 337-TA-744). On October 6, 2010 and October 12, 2010, Microsoft amended the District Court and ITC

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complaints, respectively, to add Motorola Mobility, Inc. as a defendant. The complaints, as amended, allege infringement of claims in nine patents based on Motorola, Inc.’s and Motorola Mobility, Inc.’s manufacture and sale of Android-based mobile phones. The ITC complaint seeks exclusion and cease and desist orders. On November 5, 2010, the ITC instituted the investigation. The District Court complaint seeks unspecified monetary damages and injunctive relief.

On November 9, 2010, Microsoft filed a complaint in the United States District Court for the Western District of Washington against Motorola, Inc. and Motorola Mobility, Inc. (the “Motorola Defendants”) alleging that the Motorola Defendants breached a contractual obligation to license certain patents related to 802.11 wireless networking technology and H.264 video coding technology on reasonable and non-discriminatory terms and conditions. The complaint seeks unspecified monetary damages and injunctive relief including a declaration that the Motorola Defendants have not offered royalties to Microsoft under reasonable rates with reasonable terms and conditions that are demonstrably free of any unfair discrimination.

In November 2010, Motorola Mobility, Inc. and General Instruments Corporation filed complaints alleging patent infringement against Microsoft in the ITC and in the U.S. District Courts for the Southern District of Florida, Motorola Mobility, Inc. v. Microsoft Corporation and Motorola Mobility, Inc. and General Instruments Corporation v. Microsoft Corporation, and the Western District of Wisconsin, Motorola Mobility, Inc. and General Instruments Corporation v. Microsoft Corporation and Motorola Mobility, Inc. v. Microsoft Corporation. The ITC matter is entitled In the Matter of Certain Gaming and Entertainment Consoles, Related Software, and Components Thereof (Inv. No. 337-TA-752). Among the complaints, Motorola Mobility, Inc. and General Instruments Corporation are asserting infringement of claims in seventeen patents by Microsoft’s PC and Server software, Windows mobile software and Xbox products. The ITC complaint seeks exclusion and cease and desist orders. On December 23, 2010, the ITC instituted the investigation. The District Court complaints seek monetary damages and injunctive relief. In December 2010 and February 2011, Motorola Mobility, Inc. subsequently asserted claims in four additional patents in the Western District of Wisconsin, Motorola Mobility, Inc. v. Microsoft Corporation. Between December 23, 2010 and January 25, 2011, Microsoft filed counterclaims against Motorola Mobility, Inc. in these actions, alleging infringement of a total of fourteen additional Microsoft patents.

Motorola Mobility, Inc. v. Apple Inc.

On October 6, 2010, Motorola Mobility, Inc. filed a complaint alleging patent infringement against Apple Inc. with the ITC. The matter is entitled In the Matter of Certain Wireless Communication Devices, Portable Music and Data Processing Devices, Computers and Components Thereof (Inv. No. 337-TA-745). The complaint alleges that Apple Inc. directly infringes, contributorily infringes and/or induces others to infringe claims of six patents by importing and selling in the United States after importation certain wireless communication devices, portable music and data processing devices, computers, and components thereof without the authorization of Motorola Mobility, Inc. The complaint seeks the issuance of an exclusion order barring from entry into the United States certain products and a cease and desist order prohibiting Apple from importing, marketing and distributing certain products and other related activities. On November 8, 2010, the ITC instituted the investigation.

On October 6, 2010, Motorola Mobility, Inc. also filed two complaints for patent infringement against Apple Inc., Motorola Mobility, Inc. v. Apple Inc, in the United States District Court for the Northern District of Illinois (the “Illinois Complaints”). Motorola Mobility, Inc. filed another complaint for patent infringement against Apple Inc., Motorola Mobility, Inc. v. Apple Inc, in the United States District Court for the Southern District of Florida (the “Florida Complaint”). The complaints allege that Apple Inc. directly and/or indirectly infringes eighteen Motorola Mobility patents by making, using, offering for sale and selling in the United States certain products and services. On November 9, 2010, Motorola Mobility, Inc. voluntarily dismissed the Illinois Complaints, which are now being asserted as counterclaims in the actions brought by Apple Inc. on October 29, 2010 in the United States District Court for the Western District of Wisconsin, as described below. On November 18, 2010, Apple counterclaimed in the Southern District of Florida, alleging infringement of six Apple patents by Motorola Mobility, Inc.’s manufacture and sale of mobile devices, set-top boxes and digital video recorders.

On October 8, 2010, Motorola Mobility, Inc. filed a complaint for declaratory relief against Apple Inc. and NeXT Software, Inc. in Motorola Mobility, Inc. v. Apple Inc. and NeXT Software, Inc., in the United States District Court for the District of Delaware. The complaint seeks a judgment declaring that Motorola Mobility, Inc. has not infringed, induced the infringement of, or contributed to the infringement of any valid, enforceable claim of twelve

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patents owned by Apple Inc. and NeXT Software, Inc. On December 2, 2010, Apple asserted these twelve patents against Motorola, Inc. and Motorola Mobility, Inc. in the Western District of Wisconsin, seeking to transfer the Delaware action to Wisconsin.

On October 29, 2010, Apple Inc. filed two complaints alleging patent infringement against Motorola, Inc. and Motorola Mobility, Inc. in Apple Inc. v. Motorola, Inc. and Motorola Mobility, Inc., in the United States District Court for the Western District of Wisconsin. The complaints allege infringement of six patents by Motorola, Inc. and Motorola Mobility, Inc. The complaints allege that Motorola, Inc. and Motorola Mobility, Inc. directly infringe, contributorily infringe and/or induce others to infringe the patents-in-suit by making, using, offering for sale and selling in the United States certain mobile devices and related software. The complaint seeks unspecified monetary damages and injunctive relief. On November 9, 2010, Motorola Mobility, Inc. filed counterclaims against Apple Inc. to their complaints alleging infringement by Apple Inc. of twelve Motorola Mobility, Inc. patents originally asserted by Motorola Mobility, Inc. in the Northern District of Illinois as above.

On October 29, 2010, Apple Inc. filed a complaint alleging patent infringement against Motorola, Inc. and Motorola Mobility, Inc. with the United States International Trade Commission. The matter is entitled In the Matter of Certain Mobile Devices and Related Software (Inv. No. 337-TA-750). The complaint alleges infringement of three patents by Motorola, Inc. and Motorola Mobility, Inc. The complaint alleges that Motorola, Inc. and Motorola Mobility, Inc. directly infringe, contributorily infringe and/or induce others to infringe the patents-in-suit by manufacturing, marketing and selling in the United States mobile devices, such as smartphones, and associated software, including operating systems, user interfaces, and other application software designed for use on, and loaded onto, such devices. The complaint seeks the issuance of an exclusion order barring from entry into the United States certain mobile devices and related software and a cease and desist order prohibiting Motorola from importing, selling, transporting, and other related activities of certain mobile devices and related software. On November 30, 2010, the ITC instituted the investigation.

Tax Proceedings in Brazil

Brazilian tax authorities have proposed assessments against the Company’s Brazilian subsidiary relating to various technology transfer taxes, duties, value added taxes and certain other taxes related to the subsidiary’s operations for calendar years 1997 through 2010. These matters are progressing through the multiple levels of administrative and judicial review available in Brazil. Although we are vigorously defending ourselves in these matters and believe we have a strong position, in the event of a loss of these matters at the intermediate administrative level, in order to continue to dispute the matter in Brazil’s judicial system, the Company may be required to deposit additional cash, bank or insurance bonds or pledge assets while the underlying matter is pending judicial review to cover an amount equal to the full value of the alleged tax assessment plus penalties and interest, which may negatively impact the Company’s cash liquidity, potentially significantly in some cases. Due to the complexities and uncertainty surrounding the administrative and judicial process in Brazil and the nature of the claims asserted, we do not expect a final judicial determination for several years.

For additional information regarding litigation and its potential impact on the Company, see “Item 1A. Risk Factors”.

The Company is involved in various other lawsuits, claims and investigations arising in the normal course of business and relating to our business, such as intellectual property disputes, contractual disputes, and employment matters. In the opinion of management, the ultimate disposition of these matters is not expected to have a material adverse effect on Motorola Mobility’s combined financial position, liquidity or results of operations. However, an unfavorable resolution could have a material adverse effect on the Company’s combined financial position, liquidity or results of operations in the periods in which the matters are ultimately resolved.

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Item 4: Submission of Matters to a Vote of Security Holders

Not applicable.

Executive Officers of the Registrant

The following table sets forth the information as of February 1, 2011 for our executive officers and their titles.

Name	Age		Position(s)
Sanjay K. Jha		47	Chairman of the Board and Chief Executive Officer
Marc E. Rothman		46	Chief Financial Officer
John R. Bucher		50	Chief Strategy Officer
Scott A. Crum		54	Chief People Officer
Daniel M. Moloney		51	President
D. Scott Offer		46	General Counsel
William C. Ogle		43	Chief Marketing Officer
Geoffrey S. Roman		58	Chief Technology Officer

DR. SANJAY K. JHA, Principal Occupation: Chairman of the Board and Chief Executive Officer, Motorola Mobility Holdings, Inc. and Chief Executive Officer, Motorola Mobility, Inc.

Dr. Jha, since December 2010, has served as Chairman of Motorola Mobility Holdings, Inc. Since June 2010, Dr. Jha served as Chief Executive Officer of Motorola Mobility Holdings, Inc. and Motorola Mobility, Inc. From August 2008 to January 2011, Dr. Jha served as Co-Chief Executive Officer of Motorola, Inc. and Chief Executive Officer of Mobile Devices and Home business with responsibility for Home business since February 2010. Prior to joining Motorola, Inc., Dr. Jha served as Executive Vice President and Chief Operating Officer of Qualcomm, Inc. from December 2006 to August 2008. Dr. Jha also served as Executive Vice President and President of Qualcomm CDMA Technologies (QCT), Qualcomm’s chipset and software division, from January 2003 to December 2006.

MARC E. ROTHMAN, Principal Occupation: Senior Vice President and Chief Financial Officer, Motorola Mobility Holdings, Inc. and Motorola Mobility, Inc.

Mr. Rothman has served as Chief Financial Officer, Motorola Mobility Holdings, Inc. and Motorola Mobility, Inc. since June 2010. Mr. Rothman served as Senior Vice President, Finance, Chief Financial Officer, Mobile Devices and Home business, Motorola, Inc. from February 2010 to January 2011. From March 2008 to February 2010, Mr. Rothman served as Senior Vice President, Finance, Chief Financial Officer, Mobile Devices business, Motorola Inc. From June 2007 to March 2008, Mr. Rothman served as Senior Vice President, Finance, Corporate Controller of Motorola, Inc. From March 2006 to May 2007, he served as Senior Vice President, Finance, Networks and Enterprise Mobility Solutions, Inc. From June 2003 to March 2006, he served as Senior Vice President, Finance, Government and Public Safety and Networks, Motorola Inc.

JOHN R. BUCHER, Principal Occupation: Corporate Vice President, Chief Strategy Officer, Motorola Mobility Holdings, Inc. and Motorola Mobility, Inc.

Mr. Bucher has served as Corporate Vice President, Chief Strategy Officer, Motorola Mobility Holdings, Inc. since December 2010 and Corporate Vice President, Chief Strategy Officer, Motorola Mobility, Inc. since August 2010. Mr. Bucher served at Motorola, Inc. from June 2010 to January 2011 as Corporate Vice President, Strategy, Mobile Devices and Home business. From May 2007 to June 2010, Mr. Bucher served as Financial Analyst, PRIMECAP Management Company and from June 2000 to May 2007 he served as a sell-side equity research analyst for BMO Capital Markets where he was also designated a Managing Director.

SCOTT A. CRUM, Principal Occupation: Senior Vice President, Chief People Officer, Motorola Mobility Holdings, Inc. and Motorola Mobility, Inc.

Mr. Crum has served as Senior Vice President, Chief People Officer, Motorola Mobility Holdings, Inc. since December 2010 and Senior Vice President, Chief People Officer, Motorola Mobility, Inc. since July 2010. Mr. Crum served at Motorola, Inc. from July 2010 to January 2011 as Senior Vice President, Human Resources, Mobile Devices and Home business. Prior to joining Motorola, Mr. Crum served as Senior Vice President and Director, Human Resources ITT Corporation from September 2002 to July 2010. Prior to joining ITT, Mr. Crum was the head of Human Resources for General Instrument Corporation and became Corporate Vice President, Human Resources, when that company was acquired by Motorola, Inc.

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DANIEL M. MOLONEY, Principal Occupation: President, Motorola Mobility Holdings, Inc. and Motorola Mobility, Inc.

Mr. Moloney has served as President, Motorola Mobility Holdings, Inc. since December 2010 and President, Motorola Mobility, Inc. since September 2010. Mr. Moloney served at Motorola, Inc. from September 2010 to January 2011 as Executive Vice President Mobile Devices and Home business. Prior to rejoining Motorola, Inc. in September 2010, Mr. Moloney served as President and Chief Executive Officer, Technitrol, Inc. from March 2010 to August 2010. From February 2010 to March 2010, Mr. Moloney served at Motorola, Inc. as Executive Vice President, President, Home, and as Executive Vice President, President, Home and Networks Mobility from April 2007 to February 2010. Mr. Moloney also served at Motorola, Inc. as Executive Vice President, President, Connected Home Solutions from January 2005 to April 2007.

D. SCOTT OFFER, Principal Occupation: Senior Vice President and General Counsel, Motorola Mobility Holdings, Inc. and Motorola Mobility, Inc.

Mr. Offer has served as Senior Vice President and General Counsel, Motorola Mobility Holdings, Inc. since August 2010 and Senior Vice President and General Counsel, Motorola Mobility, Inc. since July 2010. Mr. Offer served at Motorola, Inc. from February 2010 to January 2011 as Senior Vice President, Law, Mobile Devices and Home business. From April 2006 to February 2010, Mr. Offer served at Motorola, Inc. as Corporate Vice President, Law, Mobile Devices business, and Vice President Law, Mobile Devices from March 2004 to April 2006.

WILLIAM C. OGLE, Principal Occupation: Senior Vice President, Chief Marketing Officer, Motorola Mobility Holdings, Inc. and Motorola Mobility, Inc.

Mr. Ogle, has served as Senior Vice President, Chief Marketing Officer, Motorola Mobility Holdings, Inc. since December 2010 and Senior Vice President, Chief Marketing Officer, Motorola Mobility, Inc. since July 2010. Mr. Ogle served at Motorola, Inc. from July 2009 to January 2011 as Senior Vice President, Chief Marketing Officer, Mobile Devices. From October 2007 to June 2009, Mr. Ogle served as Chief Marketing Officer, Samsung Telecommunications America, Inc. Prior to that position, Mr. Ogle served as Chief Marketing Officer, Pizza Hut, Inc. from January 2006 to September 2007 and Chief Concept Development Officer, Pizza Hut, Inc. from November 2003 to January 2006.

GEOFFREY S. ROMAN, Principal Occupation: Senior Vice President, Chief Technology Officer, Motorola Mobility Holdings, Inc. and Motorola Mobility, Inc.

Mr. Roman, has served as Senior Vice President, Chief Technology Officer, Motorola Mobility Holdings, Inc. since December 2010 and Senior Vice President, Chief Technology Officer, Motorola Mobility, Inc. since July 2010. Mr. Roman served at Motorola, Inc. from June 2010 to January 2011 as Senior Vice President, Chief Technology Officer, Mobile Devices and Home business. Prior to that position, Mr. Roman served at Motorola, Inc. as Senior Vice President, Strategy, Business Development, Technology, and Quality, Home and Networks Mobility from June 2007 to June 2010 and as Corporate Vice President, Strategy and Business Development, Connected Home Solutions from August 2002 to June 2007.

The above executive officers will serve as executive officers of Motorola Mobility until the regular meeting of the Board of Directors in May 2011 or until their respective successors shall have been elected. There is no family relationship between any of the executive officers listed above.

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PART II

Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Motorola Mobility’s common stock is listed on the New York Stock Exchange. The number of registered stockholders of record of Motorola Mobility common stock on January 31, 2011 was 49,545.

Information regarding securities authorized for issuance under equity compensation plans is incorporated by reference to the information under the caption “Equity Compensation Plan Information” of Motorola Mobility’s Proxy Statement for the 2011 Annual Meeting of Stockholders. The remainder of the response to this Item incorporates by reference Note 16, “Quarterly and Other Financial Data (unaudited)” of the Notes to Combined Financial Statements appearing under “Item 8: Financial Statements and Supplementary Data”.

PERFORMANCE GRAPH

The following graph compares the cumulative total returns of Motorola Mobility Holdings, Inc., the S&P 500 Index and the S&P Global Technology Sector Index. This graph covers the period from December 17, 2010 (the first day our common stock began “when-issued” trading on the NYSE) through January 31, 2011. Our common stock began “regular-way” trading in connection with the separation on January 4, 2011.

This graph assumes $100 was invested in the stock or the Index on December 17, 2010 and also assumes the reinvestment of dividends.

The stock price performance included in this graph is not necessarily indicative of future stock price performance.

This performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference into any of our filings, as amended, with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in such filing.

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Item 6: Selected Financial Data

Motorola Mobility Holdings, Inc. and Subsidiaries

Five-Year Financial Summary

	Years Ended December 31,
(In millions)	2010			2009			2008			2007			2006
Combined Operating Data:
Net revenues	$	11,460		$	11,050		$	17,099		$	23,373		$	31,810
Gross margin		2,965			2,153			2,819			4,483			7,724
Operating earnings (loss)		76			(1,211	)		(2,040	)		(1,131	)		2,593
Net earnings (loss)		(79	)		(1,335	)		(2,972	)		(648	)		1,852
Net earnings (loss) attributable to Motorola Mobility Holdings, Inc.		(86	)		(1,342	)		(2,969	)		(656	)		1,847
Combined Balance Sheet Data:
Total assets	$	6,204		$	5,858		$	7,167		$	11,096		$	12,736
Other Data
Intangible assets amortization expense	$	55		$	57		$	64		$	88		$	60
Share-based compensation expense		163			166			147			157			133
Capital expenditures		143			67			151			195			183
Research and development expenditures		1,479			1,591			2,358			2,550			2,259

MANAGEMENT’S DISCUSSION AND ANALYSIS	43
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is a discussion and analysis of our financial position and results of operations for each of the three years in the period ended December 31, 2010. This commentary should be read in conjunction with our combined financial statements and the notes thereto appearing under “Item 8: Financial Statements and Supplementary Data.”

Introduction

Management’s discussion and analysis of financial condition and results of operations (“MD&A”) is a supplement to the accompanying combined financial statements and provides additional information on Motorola Mobility’s business, recent developments, financial condition, liquidity and capital resources, cash flows and results of operations. MD&A is organized as follows:

• Separation from Motorola, Inc.—This section provides a general discussion of our separation from Motorola, Inc., which changed its name to Motorola Solutions, Inc. (hereinafter, our “Former Parent”) effective January 4, 2011.

• Executive Overview—This section provides a general description of our business, as well as recent developments we believe are important in understanding our results of operations and financial condition or in understanding anticipated future trends.

• Looking Forward—The section provides a discussion of management’s general outlook about market demand, competition and product development.

• Basis of Presentation—This section provides a discussion of the basis on which our combined financial statements were prepared, including our historical results of operations and adjustments thereto, primarily allocations of general corporate expenses from our Former Parent.

• Results of Operations—This section provides an analysis of our results of operations for the three years ended December 31, 2010.

• Liquidity and Capital Resources—This section provides a discussion of our current financial condition and an analysis of our cash flows for the three years ended December 31, 2010. This section also provides a discussion of our contractual obligations, other purchase commitments and customer credit risk that existed at December 31, 2010, as well as a discussion of the amount of financial capacity available to fund our future commitments and ongoing operating activities. We do not have any off-balance sheet arrangements, as defined by the SEC.

• Critical Accounting Policies—This section identifies and summarizes those accounting policies that significantly impact our reported results of operations and financial condition and require significant judgment or estimates on the part of management in their application.

• Quantitative and Qualitative Disclosures About Market Risk—This section discusses how we monitor and manage exposure to potential gains and losses arising from changes in market rates and prices, which, for us, is primarily associated with changes in foreign currency exchange rates.

Separation from Former Parent

On January 4, 2011 (the “Distribution Date”), Motorola Mobility Holdings, Inc. became an independent, publicly traded company as a result of our Former Parent’s distribution of its shares of Motorola Mobility to our Former Parent’s stockholders. On the Distribution Date, Former Parent stockholders of record as of the close of business on December 21, 2010 (the “Record Date”) received one share of Motorola Mobility common stock for every eight shares of Motorola, Inc. common stock held as of the Record Date (the “Distribution”). Motorola Mobility is comprised of Motorola, Inc.’s former Mobile Devices and Home businesses. Our Former Parent’s Board of Directors approved the distribution of its shares of Motorola Mobility Holdings, Inc. on November 30, 2010. Motorola Mobility Holdings, Inc. was incorporated on May 28, 2010 and is the parent of Motorola Mobility, Inc., our main U.S. wholly owned operating subsidiary through which we conduct substantially all of the business activities discussed in this Annual Report on Form 10-K. Our Registration Statement on Form 10 was declared effective by the U.S. Securities and Exchange Commission on December 1, 2010. Our common stock began trading “regular-way” under the ticker symbol “MMI” on the New York Stock Exchange on January 4, 2011.

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The Motorola Mobility businesses discussed herein represent the historical operating results and financial condition of Motorola Mobility. Any references to “we,” “us,” “Motorola Mobility Holdings, Inc.,” “Motorola Mobility” or the “Company” in this MD&A refer to the Mobile Devices and Home businesses as they operated as a part of our Former Parent prior to the Distribution.

Historically, Motorola Mobility has used the corporate functions of our Former Parent for a variety of services including treasury, accounting, tax, legal, internal audit, human resources, public and investor relations, general management, real estate, shared information technology systems, procurement, corporate governance activities and centrally managed employee benefit arrangements, which include the costs of salaries, benefits and other related costs. Motorola Mobility was allocated $962 million in 2010, $1.0 billion in 2009 and $1.3 billion in 2008, of costs incurred by our Former Parent for these functions. Management believes the assumptions and methodologies underlying the allocation of these expenses from our Former Parent are reasonable. However, such expenses may not be indicative of the actual level of expense that would have been or will be incurred by Motorola Mobility if it were to operate as an independent, publicly traded company. We have entered into agreements with our Former Parent for continuation of some of these services, but the terms and prices on which such services are rendered may be different than the terms and prices in effect prior to the Distribution. Such differences are expected to be minimal. In addition, the costs of some services previously allocated to the Company from our Former Parent will differ from those costs associated with being an independent, publicly traded company.

Executive Overview

The Company

Motorola Mobility Holdings, Inc. is a provider of innovative technologies, products and services that enable a range of mobile and wireline digital communication, information and entertainment experiences. The Company’s integrated products and platforms deliver rich multimedia content, such as video, voice, messaging and Internet-based applications and services to multiple screens, such as mobile devices, televisions and personal computers. Our product portfolio primarily includes mobile devices, wireless accessories, set-top boxes and video distribution systems, and wireline broadband infrastructure products and associated customer premises equipment. We are focused on developing differentiated, innovative products to meet the expanding needs of consumers to communicate, to collaborate and to discover, consume, create and share content at a time and place of their choosing on multiple devices.

We operate our business in two segments. The Mobile Devices segment is focused on mobile wireless devices and related products and services. This segment’s net revenues were $7.8 billion in 2010, representing 68% of Motorola Mobility’s combined net revenues. The Home segment is focused on technologies to provide video entertainment services to consumers by enabling subscribers to access a variety of interactive digital television services. This segment’s net revenues were $3.6 billion in 2010, representing 32% of Motorola Mobility’s combined net revenues.

Motorola Mobility’s Financial Results for the Year Ended December 31, 2010

• Net Revenues: Our net revenues were $11.5 billion in 2010, up 4% compared to net revenues of $11.1 billion in 2009. Net revenues increased 9% in the Mobile Devices segment and decreased 7% in the Home segment.

• Operating Earnings: We had operating earnings of $76 million in 2010, compared to an operating loss of $1.2 billion in 2009. The operating earnings in 2010 compared to the operating loss in 2009 were primarily driven by an increase in gross margin, reflecting a favorable product mix, due to a significant increase in volume of smartphone devices by the Mobile Devices segment.

• Net Loss: We had a net loss of $86 million in 2010, compared to a net loss of $1.3 billion in 2009.

• 2010 Annual Handset Shipments of 37.3 Million Units: We shipped 37.3 million handsets in 2010, a 32% decrease compared to shipments of 55.1 million handsets in 2009. We shipped 13.7 million smartphones in 2010. During the fourth quarter of 2010, we shipped approximately 4.9 million smartphones, a significant increase compared to the fourth quarter of 2009, when we launched our first smartphones and shipped approximately 2.0 million smartphones.

• Operating Cash Flows: We generated $606 million of net cash from operating activities in 2010, compared to $1.1 billion of net cash used for operating activities in 2009.

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Financial Results for our Two Business Segments for the Year Ended December 31, 2010

• In Our Mobile Devices Business: Net revenues were $7.8 billion in 2010, an increase of 9% compared to net revenues of $7.1 billion in 2009. On a geographic basis, net revenues increased in North America, Asia and the Europe, Middle East and Africa region (“EMEA”), partially offset by decreased net revenues in Latin America. The 9% increase in net revenues was primarily driven by a 61% increase in average selling price (“ASP”), partially offset by a 32% decrease in unit shipments. We shipped 37.3 million handsets in 2010, a 32% decrease compared to shipments of 55.1 million units in 2009. We shipped 13.7 million smartphones in 2010 compared to 2.0 million in 2009.

The segment incurred an operating loss of $76 million in 2010, compared to an operating loss of $1.2 billion in 2009. The decrease in the operating loss was primarily due to an increase in gross margin driven by: (i) a favorable product mix, specifically due to increased volume of smartphones, (ii) lower excess inventory and other related charges in 2010 than in 2009, and (iii) the 9% increase in net revenues. Also contributing to the decrease in the operating loss were: (i) $283 million of gains related to legal settlements, (ii) lower reorganization of business charges, and (iii) lower research and development (“R&D”) expenditures, reflecting savings from cost-reduction initiatives, partially offset by higher selling, general and administrative (“SG&A”) expenses to support the growth in smartphone volumes.

• In Our Home Business: Net revenues were $3.6 billion in 2010, a decrease of 7% compared to net revenues of $3.9 billion in 2009. On a geographic basis, net revenues decreased in North America, Asia and EMEA and increased in Latin America. The 7% decrease in net revenues in the Home segment is primarily attributable to a 12% decrease in net revenues of set-top boxes, reflecting: (i) a 5% decrease in shipments of set-top boxes and (ii) a lower ASP. The decrease in net revenues of set-top boxes was partially offset by higher net revenues of video and access infrastructure equipment.

The segment had operating earnings of $152 million in 2010, compared to operating earnings of $11 million in 2009. The increase in operating earnings was primarily due to (i) a decrease in R&D expenditures, reflecting savings from cost-reduction initiatives, (ii) an increase in gross margin, driven by a favorable product margin mix across product lines, and (iii) a non-recurring charge in Other charges (income) to settle a legal matter in 2009.

Major Challenges and Accomplishments in 2010

• In the Mobile Devices business, the wireless handset market grew in 2010 and remained intensely competitive. The growth in the market was driven primarily by increasing demand for smartphones. To address this segment of the handset market, we focused on enhancing our smartphone portfolio. During the year, we launched 23 smartphones in markets around the world. We shipped 13.7 million smartphones compared to two million in 2009. In addition, we launched a number of feature phones, including those based on our iDEN technology, and introduced several voice-centric devices to meet specific market requirements, primarily in emerging markets. However, we continued to face challenges as we transitioned our product portfolio. From a financial perspective, the Mobile Devices’ revenues grew in 2010 compared to 2009, our first year of annual revenue growth since 2006. We also significantly reduced our operating loss compared to 2009 by shifting our overall product mix to higher margin smartphones from lower margin feature phones, improving supply chain efficiency, and reducing operating expenses.

• In the Home business, weakened macro economic conditions provided some challenges for the industry. Demand for set-top boxes declined year-on-year in the first half of the year followed by modest growth in the second half. To strengthen our product portfolio, we made a number of enhancements including advanced set-top boxes, including those which can enable viewing of 3D TV, software solutions that allow operators to manage content across a multi-screen environment, and a multi-media IP hub that gives consumers more control and access to content. In infrastructure, revenues grew in 2010 as operators upgraded networks to expand capacity and provide capabilities for advanced services. From a financial perspective, while Home revenues declined in 2010 compared to 2009, we improved our operating margin by remaining focused on our priority markets, introducing innovative new products, and reducing operating expenses while continuing to invest in future growth opportunities. However, we continue to be impacted by economic conditions in the U.S. primarily as a result of the housing market.

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Looking Forward

In our Mobile Devices business, while we expect the overall global mobile device market to remain intensely competitive, we expect annual growth in total industry demand over the next several years, particularly in smartphones and media tablets. Our strategy is focused on developing and marketing a comprehensive smartphone portfolio and strengthening our position in priority markets. Our smartphone portfolio focus will be on the following: (i) differentiating our products with software and services, including MOTOBLUR^™, our proprietary applications and services suite, (ii) enhancing the ecosystem using our developer network (“MotoDEV”) application development program, and (iii) providing a smartphone portfolio across multiple price points for a broad array of carrier, distributor and retail customers. Our mid- to high-tier feature phone portfolio will be more limited given declining demand in this segment of the handset industry. We will continue to develop and market our iDEN portfolio of devices, although we expect overall iDEN unit demand in 2011 to be lower than in 2010. For lower-priced, voice-centric mobile devices, our portfolio will also be limited as we deliver devices to meet certain market needs. To address a new growth opportunity, we have announced a media tablet, a wireless device which enables expanded mobile Internet, content consumption, and enterprise experiences for consumers and business users. We expect significant annual growth in total industry demand for media tablets over the next several years and for this market to be intensely competitive. Mobile Devices’ market priorities continue to be primarily North America, China, and Latin America, followed by Western Europe and other strategic markets. With the growth in demand for smartphones and media tablets, and by accelerating our speed to market, providing rich consumer experiences and strengthening our brand, we expect to continue to improve the financial performance in Mobile Devices.

In our Home business, we expect overall industry demand in 2011 to be comparable to 2010 levels. We expect a return to industry growth when market conditions improve, particularly in the U.S., which may drive increased consumer demand for high definition TV set-top boxes, whole-home network solutions, 3D-TV, advanced interactive services and converged experiences. In addition, consumer demand for video services is expected to drive the need for infrastructure equipment to optimize networks and storage, increase bandwidth, and provide new services. We will continue to leverage our leadership position in set-top boxes and video delivery systems and prioritize our research and development efforts to position ourselves for future growth and emerging market opportunities. We will also continue to manage our overall cost structure and prioritize our product portfolio to ensure we continue to operate profitably.

Other opportunities we plan to focus on include those resulting from the convergence of industries like wireless, media, computing and the Internet. These industries are increasingly interacting with each other, which we expect will create demand for new consumer devices, applications and services. We believe we will be well positioned to deliver innovative experiences, both in the home and on the go, across multiple types of devices to address this emerging opportunity.

We conduct our business in highly competitive markets, facing both new and established competitors. The markets for many of our products are characterized by rapidly changing technologies, frequent new product introductions, changing consumer trends, short product life cycles and evolving industry standards. Market disruptions caused by new technologies, the entry of new competitors, consolidations among our customers and competitors, changes in regulatory requirements, or other factors, can introduce volatility into our businesses. We face challenging, but relatively stable, global economic conditions with more limited visibility than historical norms. Meeting all of these challenges requires consistent operational planning and execution and investment in technology, resulting in innovative products that meet the needs of our customers around the world. As we execute on meeting these objectives, we remain focused on taking the necessary action to design and deliver differentiated and innovative products, services and experiences that simplify, connect, and enrich people’s lives.

For more information, about our strategy and the risk related to our strategy and our future performance, see the sections under “Business—Business Segments” entitled “Mobile Devices Segment—Our Strategy” and “Home Segment—Our Strategy” and “Risk Factors” included elsewhere in this document.

We will operate our business differently as a new public company following the separation from our Former Parent. For more information on the challenges and risks related to our separation from our Former Parent, see the sections entitled “Risk Factors—Risks Relating to the Separation” and “The Separation” in this document.

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Basis of Presentation

The combined financial statements have been derived from the consolidated financial statements and accounting records of our Former Parent, principally representing the Mobile Devices and Home business segments, using the historical results of operations, and the historical basis of assets and liabilities of the Mobile Devices and Home business segments. The historical financial statements include allocations of certain of our Former Parent’s general corporate expenses. Management believes the assumptions and methodologies underlying the allocation of general corporate expenses from our Former Parent are reasonable. However, such expenses may not be indicative of the actual level of expense that would have been incurred by the Company if it had operated as an independent, publicly traded company or of the costs expected to be incurred in the future. As such, the combined financial statements included herein may not necessarily reflect the Company’s results of operations, financial position and cash flows in the future or what its results of operations, financial position and cash flows would have been had the Company been a stand-alone company during the periods presented. Because a direct ownership relationship did not exist among all the various worldwide entities comprising the Company, our Former Parent’s net investment in the Company, is presented as Owner’s net investment, rather than stockholders’ equity in the combined financial statements. Transactions between Motorola Mobility and other Former Parent operations have been identified in the combined financial statements as transactions between related parties.

Results of Operations

Years Ended December 31, 2010, 2009 and 2008

Combined Business Results

	Years Ended December 31
(Dollars in millions)	2010			% of Revenue			2009			% of Revenue			2008			% of Revenues
Net revenues	$	11,460					$	11,050					$	17,099
Costs of sales		8,495			74.1	%		8,897			80.5	%		14,280			83.5	%
Gross margin		2,965			25.9	%		2,153			19.5	%		2,819			16.5	%
Selling, general and administrative expenses		1,592			13.9	%		1,486			13.4	%		2,218			12.9	%
Research and development expenditures		1,479			12.9	%		1,591			14.4	%		2,358			13.8	%
Other charges (income)		(182	)		(1.6	)%		287			2.6	%		283			1.7	%
Operating earnings (loss)		76			0.7	%		(1,211	)		(10.9	)%		(2,040	)		(11.9	)%
Other income (expense):
Interest income (expense), net		(52	)		(0.5	)%		(41	)		(0.4	)%		28			0.2	%
Gains (losses) on sales of investments and business, net		—			0.0	%		(34	)		(0.3	)%		11			0.1	%
Other, net		(28	)		(0.2	)%		(49	)		(0.5	)%		64			0.3	%
Total other income (expense)		(80	)		(0.7	)%		(124	)		(1.2	)%		103			0.6	%
Loss before income taxes		(4	)		(0.0	)%		(1,335	)		(12.1	)%		(1,937	)		(11.3	)%
Income tax expense		75			0.7	%		—			0.0	%		1,035			6.1	%
Net loss		(79	)		(0.7	)%		(1,335	)		(12.1	)%		(2,972	)		(17.4	)%
Less: Earnings (loss) attributable to non-controlling interests		7			0.1	%		7			0.0	%		(3	)		(0.0	)%
Net loss attributable to Motorola Mobility Holdings, Inc.	$	(86	)		(0.8	)%	$	(1,342	)		(12.1	)%	$	(2,969	)		(17.4	)%

Geographic market revenues measured by the locale of the end customer as a percent of total net revenues for 2010, 2009 and 2008 are as follows:

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Geographic Market Revenues by Locale of End Customer

	2010			2009			2008
United States		65	%		64	%		54	%
Latin America		14			16			21
China		7			6			6
Europe		7			5			8
Asia, excluding China		4			6			7
Other markets		3			3			4
		100	%		100	%		100	%

Year Ended December 31, 2010 Compared to Year Ended December 31, 2009

Net Revenues

Net revenues were $11.5 billion in 2010, up 4% compared to net revenues of $11.1 billion in 2009. The increase in net revenues reflects a $673 million, or 9% increase in net revenues in the Mobile Devices segment, offset by a $263 million, or 7%, decrease in net revenues in the Home segment. The 9% increase in net revenues in the Mobile Devices segment was primarily driven by a 61% increase in average selling price (“ASP”), partially offset by a 32% decrease in unit shipments. The 7% decrease in net revenues in the Home segment reflects a 12% decrease in net revenues from set-top boxes, partially offset by higher net revenues from video and access infrastructure equipment.

Gross Margin

Gross margin was $3.0 billion, or 25.9% of net revenues in 2010, compared to $2.2 billion, or 19.5% of net revenues, in 2009. The increase in gross margin reflects: (i) a significant increase in the Mobile Devices segment, and (ii) an increase in the Home segment. The increase in gross margin in the Mobile Devices segment was primarily driven by: (i) a favorable product mix, specifically due to increased volume of smartphone devices, (ii) lower excess inventory and other related charges in 2010 than in 2009, and (iii) the 9% increase in net revenues. The increase in gross margin in the Home segment was due to a favorable product margin mix across all product lines. The increase in gross margin as a percentage of net revenues in 2010 compared to 2009 reflects an increase in gross margin percentage in both segments. The Company’s overall gross margin as a percentage of net revenues is impacted by the proportion of overall net revenues generated by its various businesses.

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses increased 7% to $1.6 billion, or 13.9% of net revenues, in 2010, compared to $1.5 billion, or 13.4% of net revenues, in 2009. The increase in SG&A expenses reflects higher SG&A expenses in both segments. The increase in SG&A expenses in the Mobile Devices segment was primarily driven by an increase in marketing expenses. The increase in SG&A expenses in the Home segment was primarily due to a charge to settle a legal matter. SG&A expenses as a percentage of net revenues increased in the Home segment and decreased slightly in the Mobile Devices Segment.

Research and Development Expenditures

Research and development (“R&D”) expenditures decreased 7% to $1.5 billion, or 12.9% of net revenues, in 2010, compared to $1.6 billion, or 14.4% of net revenues, in 2009. The decrease in R&D expenditures reflects lower R&D expenditures in both segments, which was primarily due to savings from cost-reduction initiatives. R&D expenditures as a percentage of net revenues decreased in both segments. The Company participates in very competitive industries with constant changes in technology and, accordingly, the Company continues to believe that a strong commitment to R&D is required to drive long-term growth.

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Other Charges (Income)

The Company recorded net other income of $182 million in Other charges (income) in 2010, compared to net other charges of $287 million in 2009. The net other income in 2010 included $283 million of gains related to legal settlements, partially offset by: (i) $55 million of charges relating to the amortization of intangible assets, and (ii) $46 million of net reorganization of business charges included in Other charges (income). The charges in 2009 include: (i) $155 million of net reorganization of business charges included in Other charges, (ii) a $75 million charge related to a legal settlement, and (iii) $57 million of charges relating to the amortization of intangibles. The net reorganization of business charges are discussed in further detail in the section entitled “Reorganization of Businesses” included elsewhere in this document.

Interest Expense, Net

Net interest expense was $52 million in 2010, compared to net interest expense of $41 million in 2009. Net interest expense in 2010 includes interest expense of $84 million, partially offset by interest income of $32 million. Net interest expense in 2009 includes interest expense of $70 million, partially offset by interest income of $29 million. Our net interest expense primarily represents the amount allocated from our Former Parent. This allocation is based on the Company’s Total assets as a percentage of the respective Former Parent’s Total assets, less Cash and cash equivalents and Sigma Fund included in our Former Parent’s consolidated balance sheets. Our interest income and interest expense as an independent, publicly traded company are expected to differ from the amounts reflected above.

Losses on Sales of Investments and Business, Net

The Company had no gains (losses) on sales of investments and businesses during 2010, compared to a loss of $34 million in 2009. In 2009, the net loss primarily relates to the sale of a business in the Mobile Devices segment.

Other

Net expense classified as Other, as presented in Other income (expense), was $28 million in 2010, compared to $49 million in 2009. The net expense in 2010 was primarily comprised of $29 million of foreign currency losses. The net expense in 2009 was primarily comprised of: (i) $45 million of foreign currency losses and (ii) $11 million of investment impairment charges.

Income Tax Expense

The Company recorded $75 million of net tax expense in 2010, compared to a de minimis net tax expense in 2009. The Company’s effective tax rates for 2010 and 2009 were less than the U.S. statutory tax rate of 35%, primarily due to no net tax benefits being recorded on the Company’s 2010 and 2009 U.S. losses and certain losses in Brazil and in China due to offsetting valuation allowances. Additionally, the Company’s tax provisions include net tax expense primarily related to foreign withholding taxes incurred during the period on royalty and dividend income.

The Company’s effective tax rate will change from period to period based on non-recurring events, such as the settlement of tax audits, changes in valuation allowances and the tax impact of significant unusual or extraordinary items, as well as recurring factors, including changes in the geographic mix of income before taxes, the level of pre-tax income or losses and effects of various global income tax strategies.

Net Loss

The Company incurred a loss before income taxes of $4 million in 2010, compared with a loss before income taxes of $1.3 billion in 2009. After taxes, and excluding Earnings (loss) attributable to non-controlling interests, the Company incurred a net loss of $86 million in 2010, compared to a net loss of $1.3 billion in 2009.

The decrease in the loss before income taxes in 2010 compared to 2009 was primarily attributable to: (i) a $812 million increase in gross margin, primarily due to a favorable product mix, (ii) a $469 million improvement in Other charges (income), primarily due to a $283 million gain related to legal settlements and a $109 million decrease in net reorganization of business charges included in Other charges (income), and (iii) a $112 million decrease in R&D expenditures.

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Year Ended December 31, 2009 Compared to Year Ended December 31, 2008

Net Revenues

Net revenues were $11.1 billion in 2009, down 35% compared to net revenues of $17.1 billion in 2008. The decrease in net revenues reflects: (i) a $5.0 billion, or 41%, decrease in net revenues in the Mobile Devices segment, and (ii) a $1.0 billion, or 21%, decrease in net revenues in the Home segment. The 41% decrease in net revenues in the Mobile Devices segment was primarily driven by a 45% decrease in unit shipments, partially offset by an 8% increase in ASP. The 21% decrease in net revenues in the Home segment was primarily driven by a 24% decrease in net revenues of set-top boxes, reflecting: (i) an 18% decrease in unit shipments of set-top boxes, primarily due to lower shipments to large cable and telecommunications operators in North America as a result of macroeconomic conditions, and (ii) a lower ASP due to an unfavorable shift in product mix.

Gross Margin

Gross margin was $2.2 billion, or 19.5% of net revenues, in 2009, compared to $2.8 billion, or 16.5% of net revenues, in 2008. Gross margin decreased in both segments. The decrease in gross margin in the Mobile Devices segment was primarily driven by the 41% decrease in net revenues, partially offset by: (i) supply chain efficiencies, primarily including lower excess inventory charges in 2009 than in 2008, when the charges included a $370 million charge due to a decision to consolidate software and silicon platforms, and (ii) the absence in 2009 of a comparable $150 million charge in 2008 related to settlement of a silicon purchase commitment. The decrease in gross margin in the Home segment was primarily driven by the 21% decrease in net revenues, as there was only a slight decline in margin percentage.

The increase in gross margin as a percentage of net revenues in 2009 compared to 2008 was primarily driven by an increase in gross margin percentage in the Mobile Devices segment, partially offset by a slight decrease in gross margin percentage in the Home segment. The Company’s overall gross margin as a percentage of net revenues can be impacted by the proportion of overall net revenues generated by its various businesses. In 2009, the proportion of overall revenues by our Mobile Devices business was smaller than in previous years. Since Mobile Devices generally has the lower gross margin percentage of the Company’s businesses, this positively impacted overall gross margin percentage in 2009.

Selling, General and Administrative Expenses

SG&A expenses decreased 33% to $1.5 billion, or 13.4% of net revenues, in 2009, compared to $2.2 billion, or 12.9% of net revenues, in 2008. SG&A expenses decreased in the Mobile Devices segment and increased in the Home segment. The decrease in SG&A expenses in the Mobile Devices segment was primarily driven by lower marketing expenses and savings from cost-reduction initiatives. The slight increase in SG&A expenses in the Home segment was primarily due to increased administrative expenses, partially offset by savings from cost-reduction initiatives. SG&A expenses as a percentage of net revenues increased in both segments.

Research and Development Expenditures

R&D expenditures decreased 32% to $1.6 billion, or 14.4% of net revenues, in 2009, compared to $2.4 billion, or 13.8% of net revenues, in 2008. R&D expenditures decreased in both segments, primarily due to savings from cost-reduction initiatives. R&D expenditures as a percentage of net revenues increased in both segments. The Company participates in very competitive industries with constant changes in technology and, accordingly, the Company continues to believe that a strong commitment to R&D is required to drive long-term growth.

Other Charges

The Company recorded net charges of $287 million in Other charges in 2009, compared to net charges of $283 million in 2008. The net charges in 2009 included: (i) $155 million of net reorganization of business charges included in Other charges, (ii) a $75 million charge related to a legal settlement, and (iii) $57 million of charges relating to the amortization of intangibles. The net charges in 2008 included: (i) $151 million of net reorganization of business charges included in Other charges, (ii) $64 million of charges relating to the amortization of intangible assets, and (iii) $68 million of goodwill and other asset impairment charges. The net reorganization of business

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charges are discussed in further detail in the “Reorganization of Businesses” section included elsewhere in this document. The goodwill and other asset impairment charges are discussed in further detail in the “Valuation and Recoverability of Goodwill” and “Valuation and Recoverability of Long-Lived Assets” sections included elsewhere in this document.

Interest Income (Expense), Net

Net interest expense was $41 million in 2009, compared to net interest income of $28 million in 2008. Net interest expense in 2009 includes interest expense of $70 million, partially offset by interest income of $29 million. Net interest income in 2008 included interest income of $99 million, partially offset by interest expense of $71 million. Our interest expense primarily represents the amount allocated from our Former Parent. This allocation is based on the Company’s Total assets as a percentage of the respective Former Parent’s Total assets, less Cash and cash equivalents and Sigma Fund included in our Former Parent’s consolidated balance sheets. Our interest expense as an independent, stand-alone company will differ from the amounts reflected above.

Gains (Losses) on Sales of Investments and Business, Net

Losses on sales of investments and business were $34 million in 2009, compared to gains of $11 million in 2008. In 2009, the net losses primarily relate to the sale of a business. In 2008, the net gains primarily related to sales of a number of the Company’s equity investments.

Other, net

Net expense classified as Other, as presented in Other income (expense), was $49 million in 2009, compared to net income of $64 million in 2008. The net expense in 2009 was primarily comprised of: (i) $45 million of foreign currency losses and (ii) $11 million of investment impairment charges. The net income in 2008 was primarily comprised of: (i) a $99 million curtailment gain associated with the decision to freeze benefit accruals for U.S. pension plans, and (ii) $56 million of gains related to the extinguishment of a liability, partially offset by: (i) $67 million of foreign currency losses, and (ii) $36 million of investment impairment charges.

Income Tax Expense

The Company recorded a de minimis net tax expense in 2009, compared to $1.0 billion of net tax expense in 2008. The Company’s effective tax rate in 2009 was less than the U.S. statutory tax rate of 35% primarily due to no net U.S. tax benefits being recorded on the Company’s U.S. losses due to the inability to recognize additional deferred tax assets. The Company’s effective tax rate in 2008 was less than the U.S. statutory tax rate of 35% primarily due to the recording of a $2.0 billion non-cash tax charge to establish full valuation allowances against the Company’s U.S., Brazil and China deferred tax assets, partially offset by a net reduction in unrecognized tax benefits.

The Company’s effective tax rate will change from period to period based on non-recurring events, such as the settlement of tax audits, changes in valuation allowances and the tax impact of significant unusual or extraordinary items, as well as recurring factors including changes in the geographic mix of income before taxes, the level of pre-tax income or losses and effects of various global income tax strategies.

Net Loss

The Company incurred a loss before income taxes of $1.3 billion in 2009, compared with a loss before income taxes of $1.9 billion in 2008. After taxes, and excluding Earnings (losses) attributable to non-controlling interests, the Company incurred a net loss of $1.3 billion in 2009, compared to a net loss of $3.0 billion in 2008.

The improvement in the loss before income taxes in 2009 compared to 2008 was primarily attributable to: (i) a $767 million decrease in R&D expenditures, and (ii) a $732 million decrease in SG&A expenses. These factors were partially offset by a $666 million decrease in gross margin.

Segment Results

The following commentary should be read in conjunction with the financial results of each operating business segment as detailed in Note 12, “Information by Segment and Geographic Region,” to the Company’s combined

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financial statements as of and for the year ended December 31, 2010. Net revenues and operating results for the Company’s two business segments for 2010, 2009 and 2008 are presented below.

Mobile Devices Segment

The Mobile Devices segment designs, manufactures, sells and services wireless mobile devices, including smartphones, with integrated software and accessory products, and licenses intellectual property. In 2010, the segment’s net revenues represented 68% of the Company’s combined net revenues, compared to 65% in 2009 and 71% in 2008.

	Years Ended December 31									Percent Change
(Dollars in millions)	2010			2009			2008			2010—2009			2009—2008
Segment net revenues	$	7,819		$	7,146		$	12,187			9	%		(41	)%
Operating loss		(76	)		(1,222	)		(2,391	)		(94	)%		(49	)%

Year Ended December 31, 2010 Compared to Year Ended December 31, 2009

In 2010, the segment’s net revenues were $7.8 billion, an increase of 9% compared to net revenues of $7.1 billion in 2009. The 9% increase in net revenues was primarily driven by a 61% increase in average selling price (“ASP”), partially offset by a 32% decrease in unit shipments. The segment’s unit shipments reflected a decreased focus on the feature phone and voice-centric device segments of the market partially offset by higher unit shipments of smartphones. On a geographic basis, net revenues increased in North America, Asia and the Europe, Middle East and Africa region (“EMEA”), partially offset by decreased net revenues in Latin America.

The segment incurred an operating loss of $76 million in 2010, compared to an operating loss of $1.2 billion in 2009. The decrease in the operating loss was primarily due to an increase in gross margin driven by: (i) a favorable product mix, specifically due to increased volume of smartphone devices, (ii) lower excess inventory and other related charges in 2010 than in 2009, and (iii) the 9% increase in net revenues. Also contributing to the decrease in the operating loss were: (i) $283 million of gains related to legal settlements, (ii) lower reorganization of business charges, and (iii) lower research and development (“R&D”) expenditures, reflecting savings from cost-reduction initiatives, partially offset by higher selling, general and administrative (“SG&A”) expenses. As a percentage of net revenues in 2010 as compared to 2009, gross margin increased, expenses for SG&A decreased slightly and R&D expenditures decreased.

The segment’s industry typically experiences short life cycles for new products. Therefore, it is vital to the segment’s success that new, compelling products are continually introduced. Accordingly, a strong commitment to R&D is required and, even amidst challenging global economic conditions, the segment expects to continue to make the appropriate investments to develop a differentiated product portfolio and fuel long-term growth.

The segment’s backlog (excluding any deferred revenue) was $678 million at December 31, 2010, compared to $409 million at December 31, 2009. This increase in backlog is primarily due to an increase in orders in North America, particularly for smartphones.

Unit shipments in 2010 were 37.3 million units, a 32% decrease compared to shipments of 55.1 million units in 2009. Smartphone shipments in 2010 were 13.7 million units. For the full year 2010, unit shipments decreased substantially in North America, Latin America and Asia and, were flat in EMEA.

In 2010, ASP increased approximately 61% compared to 2009 driven by favorable product mix towards smartphones. ASP is impacted by numerous factors, including product mix, market conditions and competitive product offerings, and ASP trends often vary over time.

The segment has several large customers located throughout the world. In 2010, aggregate net revenues to the segment’s five largest customers accounted for approximately 57% of the segment’s net revenues. Besides selling directly to carriers and operators, the segment also sells products through a variety of third-party distributors and retailers, which account for approximately 21% of the segment’s net revenues in 2010. The loss of any of the segment’s key customers could have a significant impact on the segment’s business.

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Although the U.S. market continued to be the segment’s largest individual market, many of our customers, and 36% of the segment’s 2010 net revenues, were outside the U.S. In 2010, the largest of these international markets were China, Brazil, Mexico, Argentina and Korea.

Year Ended December 31, 2009 Compared to Year Ended December 31, 2008

In 2009, the segment’s net revenues were $7.1 billion, a decrease of 41% compared to net revenues of $12.2 billion in 2008. The segment’s net revenues were negatively impacted by reduced product offerings in large market segments, particularly 3G products, including smartphones, and the segment’s limited product offerings in very low-tier products. The 41% decrease in net revenues was primarily driven by a 45% decrease in unit shipments, partially offset by an 8% increase in ASP. On a geographic basis, net revenues decreased substantially in Latin America, EMEA and Asia and, to a lesser extent, decreased in North America.

The segment incurred an operating loss of $1.2 billion in 2009, an improvement of 49% compared to an operating loss of $2.4 billion in 2008. The decrease in the operating loss was primarily due to decreases in: (i) SG&A expenses, primarily due to lower marketing expenses and savings from cost-reduction initiatives, (ii) R&D expenditures, reflecting savings from cost-reduction initiatives, (iii) supply chain efficiencies, primarily including lower excess inventory charges in 2009 than in 2008, when the charges included a $370 million charge due to a decision to consolidate software and silicon platforms, and (iv) the absence in 2009 of a comparable $150 million charge in 2008 related to settlement of a silicon purchase commitment, partially offset by a decrease in gross margin, driven by the 41% decrease in net revenues. As a percentage of net revenues in 2009 as compared to 2008, gross margin, SG&A expenses and R&D expenditures all increased.

The segment’s industry typically experiences short life cycles for new products. Therefore, it is vital to the segment’s success that new, compelling products are continually introduced. Accordingly, a strong commitment to R&D is required and, even amidst challenging global economic conditions, the segment expects to continue to make the appropriate investments to develop a differentiated product portfolio and fuel long-term growth.

The segment’s backlog (excluding any deferred revenue) was $409 million at December 31, 2009, compared to $290 million at December 31, 2008. This increase in backlog is primarily due to an increase in orders in North America, particularly for 3G products, including smartphones.

Unit shipments in 2009 were 55.1 million units, a 45% decrease compared to shipments of 100.1 million units in 2008. For the full year 2009, unit shipments decreased substantially in Latin America, EMEA and Asia and, to a lesser extent, decreased in North America. While the total unit shipments in the worldwide mobile device market decreased by approximately 6% in 2009, unit shipments by the segment decreased by a significantly higher percentage than the overall market.

In 2009, ASP increased approximately 8% compared to 2008. The overall increase in ASP was driven primarily by changes in the product tier and geographic mix of revenues, particularly in the fourth quarter of 2009 when the segment shipped approximately two million Android-powered smartphones. By comparison, ASP was flat in 2008. ASP is impacted by numerous factors, including product mix, geographic mix, market conditions and competitive product offerings, and ASP trends often vary over time.

The segment has several large customers located throughout the world. In 2009, aggregate net revenues to the segment’s five largest customers accounted for approximately 54% of the segment’s net revenues. Besides selling directly to carriers and operators, the segment also sells products through a variety of third-party distributors and retailers, which account for approximately 21% of the segment’s net revenues in 2009. The loss of any of the segment’s key customers could have a significant impact on the segment’s business.

Although the U.S. market continued to be the segment’s largest individual market, many of our customers, and 42% of the segment’s 2009 net revenues, were outside the U.S. In 2009, the largest of these international markets were Brazil, China, Mexico and Korea.

Home Segment

The Home segment designs, manufactures, sells, installs and services set-top boxes for digital video, IP video, satellite and terrestrial broadcast networks, end-to-end digital video and IPTV distribution systems, broadband

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access network infrastructure platforms, data and voice customer premises equipment and software solutions to cable TV and telecommunication service providers. In 2010, the segment’s net revenues represented 32% of the Company’s combined net revenues, compared to 35% in 2009 and 29% in 2008.

	Years Ended December 31						Percent Change
(Dollars in millions)	2010		2009		2008		2010—2009			2009—2008
Segment net revenues	$	3,641	$	3,904	$	4,912		(7	)%		(21	)%
Operating earnings		152		11		351		*			(97	)%

* Percentage change is not meaningful.

Year Ended December 31, 2010 Compared to Year Ended December 31, 2009

In 2010, the segment’s net revenues were $3.6 billion, a decrease of 7% compared to net revenues of $3.9 billion in 2009. The 7% decrease in net revenues in the Home segment is primarily attributable to a 12% decrease in net revenues from set-top boxes, reflecting: (i) a 5% decrease in shipments of set-top boxes and (ii) a lower ASP. The decrease in net revenues from set-top boxes was partially offset by higher net revenues from video and access infrastructure equipment.

Shipments of SD set-top boxes decreased significantly, primarily due to lower shipments to large telecommunication and cable operators in North America as a result of lower demand. The decrease in unit shipments of SD set-top boxes was partially offset by an increase in unit shipments of HD and HD/digital video recording (together, “HD/DVR”) set-top boxes due to increased demand for HD and DVR capabilities.

On a geographic basis, net revenues decreased in North America, Asia and EMEA and increased in Latin America. Net revenues in North America continued to comprise a significant portion of the segment’s business, accounting for approximately 75% of the segment’s net revenues in 2010, compared to approximately 78% in 2009.

The segment had operating earnings of $152 million in 2010, compared to operating earnings of $11 million in 2009. The increase in operating earnings was primarily due to (i) a decrease in R&D expenditures, reflecting savings from cost-reduction initiatives, (ii) an increase in gross margin, driven by a favorable product margin mix across product lines and (iii) a $75 million non-recurring charge to settle a legal matter during 2009. As a percentage of net revenues in 2010 as compared to 2009, gross margin and SG&A expenses increased while R&D expenditures decreased.

The segment is dependent upon a small number of customers for a significant portion of its revenues. In 2010, revenues to the segment’s top five customers represented approximately 48% of the segment’s net revenues. The loss of one of these major customers could have a significant impact on the segment’s business. The segment’s backlog was $432 million at December 31, 2010, compared to $378 million at December 31, 2009.

In the Home business, demand for the segment’s products depends primarily on the level of spending by cable and telecommunication customers for their service offerings, including construction or expansion of their communications systems. In 2010, demand for our digital video products decreased in North America due to difficult macroeconomic conditions that led to reduced capital expenditures.

Year Ended December 31, 2009 Compared to Year Ended December 31, 2008

In 2009, the segment’s net revenues were $3.9 billion, a decrease of 21% compared to net revenues of $4.9 billion in 2008. The 21% decrease in net revenues in the Home business was primarily driven by: (i) an 18% decrease in shipments of set-top boxes, primarily due to lower shipments to large cable and telecommunications operators in North America as a result of macroeconomic conditions, and (ii) a lower ASP due to an unfavorable shift in product mix.

Net revenues from SD set-top boxes and HD set-top boxes decreased significantly, primarily due to lower shipments to large telecommunication and cable operators in North America as a result of lower demand. The decrease in unit shipments of SD and HD set-top boxes was partially offset by (i) an increase in HD/DVR units shipments due to increased demand for DVR capabilities, and (ii) an increase in IP based set-top boxes.

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On a geographic basis, the 21% decrease in net revenues was primarily driven by lower net revenues in North America and Latin America, and higher net revenues in EMEA and Asia. Net revenues in North America accounted for approximately 78% of the segment’s total net revenues in 2009, compared to approximately 81% of the segment’s total net revenues in 2008.

The segment had operating earnings of $11 million in 2009, a decrease of 97% compared to operating earnings of $351 million in 2008. The decrease in operating earnings was primarily due to: (i) a decrease in gross margin, driven by the 21% decrease in net revenues, and (ii) a $75 million charge related to a legal settlement. These factors were partially offset by a decrease in R&D expenditures, reflecting savings from cost-reduction initiatives. As a percentage of net revenues in 2009 as compared to 2008, gross margin decreased slightly and SG&A expenses and R&D expenditures increased.

The segment is dependent upon a small number of customers for a significant portion of its revenues. In 2009, revenues to the segment’s top five customers represented approximately 54% of the segment’s net revenues. The loss of one of these major customers could have a significant impact on the segment’s business. The segment’s backlog was $378 million at December 31, 2009, compared to $431 million at December 31, 2008.

In the Home business, demand for the segment’s products depends primarily on the level of capital spending by cable and telecommunication customers for constructing, rebuilding or upgrading their communications systems, and for offering advanced services. In 2009, our digital video customers in North America decreased their purchases of the segment’s products and services, primarily driven by the difficult macroeconomic conditions that forced them to reduce their capital expenditures. The reduction in purchases was also driven by the introduction of low-end digital adapters by us and our competitors.

Reorganization of Businesses

Prior to the separation, the Company participated in our Former Parent’s formal Involuntary Severance Plan (“Severance Plan”), which permits the Company to offer eligible employees severance benefits based on years of service and employment grade level in the event that employment is involuntarily terminated as a result of a reduction-in-force or restructuring. Effective August 1, 2009, our Former Parent amended and restated the Severance Plan. Under the amended Severance Plan, severance benefits will be paid in biweekly installments to impacted employees rather than in lump sum payments. The Company recognizes termination benefits based on formulas per the Severance Plan at the point in time that future settlement is probable and can be reasonably estimated based on estimates prepared at the time a restructuring plan is approved by management. Exit costs consist of future minimum lease payments on vacated facilities and other contractual terminations. At each reporting date, the Company evaluates its accruals for employee separation and exit costs to ensure the accruals are still appropriate. In certain circumstances, accruals are no longer needed because of efficiencies in carrying out the plans or because employees previously identified for separation resigned from the Company and did not receive severance or were redeployed due to circumstances not foreseen when the original plans were initiated. In these cases, the Company reverses accruals through the combined statements of operations where the original charges were recorded when it is determined they are no longer needed.

The Company realized cost-saving benefits of approximately $46 million in 2010 from the plans that were initiated during 2010, representing: (i) $30 million of savings in R&D expenditures, (ii) $9 million of savings in SG&A expenses, and (iii) $7 million of savings in Costs of sales. Beyond 2010, the Company expects the reorganization plans initiated during 2010 to provide annualized cost savings of approximately $143 million, representing: (i) $72 million of savings in R&D expenditures, (ii) $45 million of savings in SG&A expenses, and (iii) $26 million of savings in Cost of sales.

2010 Charges

During 2010, the Company continued to implement various productivity improvement plans aimed at achieving long-term, sustainable profitability by driving efficiencies and reducing operating costs. Both of the Company’s business segments were impacted by these plans. The employees affected were located in all regions.

During 2010, the Company recorded net reorganization of business charges of $63 million, including $17 million of charges in Costs of sales and $46 million of charges under Other charges in the Company’s combined statements of operations. Included in the aggregate $63 million are charges of $81 million for employee separation costs, partially offset by $18 million of reversals for accruals no longer needed.

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The following table displays the net charges incurred by business segment:

Year Ended December 31	2010
Mobile Devices	$	34
Home		29
	$	63

The following table displays a roll forward of the reorganization of businesses accruals established for exit costs and employee separation costs from January 1, 2010 to December 31, 2010:

2010	Accruals at January 1		Additional Charges		Adjustments			Amount Used			Accruals at December 31
Exit costs	$	39	$	—	$	(7	)	$	(20	)	$	12
Employee separation costs		33		81		(14	)		(68	)		32
	$	72	$	81	$	(21	)	$	(88	)	$	44

Exit Costs

At January 1, 2010, the Company had an accrual of $39 million for exit costs attributable to lease terminations. There were no material additional charges related to exit costs during 2010. The adjustments of $7 million reflect: (i) $6 million of reversals of accruals no longer needed, and (ii) $1 million of foreign currency translation adjustments. The $20 million used reflects cash payments. The remaining accrual of $12 million, which is included in Accrued liabilities in the Company’s combined balance sheet at December 31, 2010, represents future cash payments, primarily for lease termination obligations that are expected to be paid over a number of years.

Employee Separation Costs

At January 1, 2010, the Company had an accrual of $33 million for employee separation costs, representing the severance costs for approximately 400 employees. The additional 2010 charges of $81 million represent severance costs for approximately an additional 2,200 employees, of which 900 were direct employees and 1,300 were indirect employees.

The adjustments of $14 million reflect: (i) $12 million of reversals of accruals no longer needed and (ii) $2 million of foreign currency translation adjustments.

During 2010, approximately 1,500 employees, of which 500 were direct employees and 1,000 were indirect employees, were separated from the Company. The $68 million used in 2010 reflects cash payments to these separated employees. The remaining accrual of $32 million, which is included in Accrued liabilities in the Company’s combined balance sheet at December 31, 2010, is expected to be paid in 2011 to: (i) severed employees who began receiving payments in 2010, and (ii) approximately 1,100 employees who will begin receiving payments in 2011.

2009 Charges

During 2009, in light of the macroeconomic decline that adversely affected revenues, the Company continued to implement various productivity improvement plans aimed at achieving long-term, sustainable profitability by driving efficiencies and reducing operating costs. Both of the Company’s business segments were impacted by these plans, with the majority of the impact in the Mobile Devices segment. The employees affected are located in all geographic regions.

During 2009, the Company recorded net reorganization of business charges of $210 million, including $55 million of charges in Costs of sales and $155 million of charges under Other charges in the Company’s combined statements of operations. Included in the aggregate $210 million are charges of $206 million for employee separation costs, $28 million for exit costs and $20 million for fixed asset impairment charges, partially offset by $44 million of reversals for accruals no longer needed.

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The following table displays the net charges incurred by business segment:

(Dollars in millions)	Year Ended December 31, 2009
Mobile Devices	$	192
Home		18
	$	210

The following table displays a roll forward of the reorganization of businesses accruals established for exit costs and employee separation costs from January 1, 2009 to December 31, 2009:

(Dollars in millions)	Accruals at January 1, 2009		Additional Charges		Adjustments			Amount Used			Accruals at December 31, 2009
Exit costs	$	63	$	28	$	(8	)	$	(44	)	$	39
Employee separation costs		103		206		(32	)		(244	)		33
	$	166	$	234	$	(40	)	$	(288	)	$	72

Exit Costs

At January 1, 2009, the Company had an accrual of $63 million for exit costs attributable to lease terminations. The additional 2009 charges of $28 million are primarily related to the exit of leased facilities and contractual termination costs. The adjustments of $8 million reflect $9 million of reversals of accruals no longer needed, partially offset by $1 million of foreign currency translation adjustments. The $44 million used in 2009 reflects cash payments. The remaining accrual of $39 million, which is included in Accrued liabilities in the Company’s combined balance sheet at December 31, 2009, represents future cash payments, primarily for lease termination obligations that are expected to be paid over a number of years.

Employee Separation Costs

At January 1, 2009, the Company had an accrual of $103 million for employee separation costs, representing the severance costs for approximately 1,600 employees. The additional 2009 charges of $206 million represent severance costs for approximately an additional 6,300 employees, of which 2,600 were direct employees and 3,700 were indirect employees.

The adjustments of $32 million reflect $35 million of reversals of accruals no longer needed, partially offset by $3 million of foreign currency translation adjustments.

During 2009, approximately 7,600 employees, of which 3,500 were direct employees and 4,100 were indirect employees, were separated from the Company. The $244 million used in 2009 reflects cash payments to these separated employees. The remaining accrual of $33 million was included in Accrued liabilities in the Company’s combined balance sheet at December 31, 2009.

2008 Charges

During 2008, the Company implemented various productivity improvement plans aimed at achieving long-term, sustainable profitability by driving efficiencies and reducing operating costs. Both of the Company’s business segments were impacted by these plans, with the majority of the impact in the Mobile Devices segment. The employees affected were located in all regions.

During 2008, the Company recorded net reorganization of business charges of $229 million, including $78 million of charges in Costs of sales and $151 million of charges under Other charges in the Company’s combined statements of operations. Included in the aggregate $229 million were charges of $195 million for employee separation costs, $65 million for exit costs and $3 million for fixed asset impairment charges, partially offset by $34 million of reversals for accruals no longer needed.

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The following table displays the net charges incurred by business segment:

(Dollars in millions)	Year Ended December 31, 2008
Mobile Devices	$	208
Home		21
	$	229

The following table displays a roll forward of the reorganization of businesses accruals established for exit costs and employee separation costs from January 1, 2008 to December 31, 2008:

(Dollars in millions)	Accruals at January 1, 2008		Additional Charges		Adjustments			Amount Used			Accruals at December 31, 2008
Exit costs	$	1	$	65	$	2		$	(5	)	$	63
Employee separation costs		102		195		(33	)		(161	)	$	103
	$	103	$	260	$	(31	)	$	(166	)	$	166

Exit Costs

At January 1, 2008, the Company had an accrual of $1 million for exit costs attributable to lease terminations. The 2008 additional charges of $65 million were primarily related to: (i) the exit of leased facilities in the United Kingdom by the Mobile Devices segment, and (ii) the exit of leased facilities in Mexico by the Home segment. The adjustments of $2 million primarily reflect foreign currency translation adjustments. The $5 million used in 2008 reflects cash payments. The remaining accrual of $63 million, which was included in Accrued liabilities in the Company’s combined balance sheet at December 31, 2008, represents future cash payments, primarily for lease termination obligations, that are expected to be paid over a number of years.

Employee Separation Costs

At January 1, 2008, the Company had an accrual of $102 million for employee separation costs, representing the severance costs for approximately 1,400 employees. The additional 2008 charges of $195 million represent severance costs for approximately an additional 4,600 employees, of which 2,200 were direct employees and 2,400 were indirect employees.

The adjustments of $33 million reflect $34 million of reversals of accruals no longer needed, partially offset by $1 million of foreign currency translation adjustments. The $34 million of reversals represent previously accrued costs for approximately 300 employees.

During 2008, approximately 4,100 employees, of which 2,200 were direct employees and 1,900 were indirect employees, were separated from the Company. The $161 million used in 2008 reflects cash payments to these separated employees. The remaining accrual of $103 million was included in Accrued liabilities in the Company’s combined balance sheet at December 31, 2008.

Liquidity and Capital Resources

Overview of Liquidity

At the time of the Distribution on January 4, 2011, our Former Parent contributed $3.2 billion in cash and cash equivalents to the Company (the “Distribution Date Contribution”). An additional contribution of $300 million from our Former Parent is expected to be paid in cash if and when our Former Parent receives cash distributions as a result of the reduction in registered capital of an overseas subsidiary (the “Deferred Contribution”). Our Former Parent has notified us that they have not yet received such cash distributions and do not currently know when the distribution will be complete. As an independent, publicy traded company, we expect to fund our ongoing operations, working capital, capital expenditures and strategic investments through cash flows from operations, and our available cash and cash equivalents. We expect to invest our cash primarily in short-term government, agency and government-sponsored enterprise obligations, diversified short-term bank deposits and money market funds.

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Credit Facilities

On January 4, 2011, the Company entered into a $500 million unsecured three-year credit agreement (the “Credit Agreement”) with a syndicate of lenders. The Credit Agreement provides for a revolving credit facility and a letter of credit facility, is guaranteed by certain of the Company’s subsidiaries, and contains restrictive covenants. The Company may use any borrowings under the Credit Agreement for general corporate purposes. No obligations are outstanding under the Credit Agreement on the date hereof.

Our ability to obtain standby letters of credit, performance bonds, surety bonds (collectively referred to as “Letters of Credit”), credit facilities, and foreign exchange lines primarily depends upon our capitalization, working capital, past performance, management expertise and reputation, and certain external factors, including the condition of the capital markets, the overall capacity of Letters of Credit and foreign exchange markets. Financial institutions providing these instruments consider such factors in relationship to their underwriting/credit standards, which may change from time to time. As an independent, publicly traded company, it may be more difficult and more costly for us to obtain such instruments.

Cash and Cash Equivalents

Our Former Parent primarily uses a worldwide, centralized approach to cash management in which cash accounts are principally consolidated on a daily basis. Until separation, the Company participated in this program. Therefore, the financing of the Company’s operations and the related activity between the Company and our Former Parent is reflected as Net transfers from (to) Motorola, Inc. in our combined statements of business equity and of cash flows. As a result, the Company has recorded no cash or cash equivalents on its combined balance sheets.

At the time of the Distribution, approximately one-third of the Company’s cash and cash equivalents was held by the Company or its subsidiaries in countries outside the U.S. Approximately 80% of the Company’s cash and cash equivalents were denominated in U.S. dollars. We also have approximately $160 million of cash deposits, which is included in the $3.2 billion of cash and cash equivalents received from our Former Parent, primarily related to various legal disputes.

As highlighted in the combined statements of cash flows, the Company’s liquidity and available capital resources are impacted by three key components: (i) operating activities, (ii) investing activities, and (iii) financing activities.

Operating Activities

The net cash generated from operating activities in 2010 was $606 million, compared to $1.1 billion of cash used for operating activities in 2009 and $1.2 billion used in 2008. The primary contributors to the net cash generation in 2010 were: (i) an $629 million increase in accounts payable and accrued liabilities, and (ii) net earnings (adjusted for non-cash items) of $283 million, which included the receipt of $230 million in cash related to legal settlements, partially offset by: (i) a $228 million increase in net accounts receivable, and (ii) a $154 million increase in net inventories. The primary contributors to net cash used for operating activities in 2009 were: (i) a $1.4 billion decrease in accounts payable and accrued liabilities, and (ii) the net loss (adjusted for non-cash items) of $933 million, partially offset by: (i) a $1.2 billion decrease in net inventories, and (ii) a $102 million net decrease in other assets and liabilities.

Accounts Receivable:    The Company’s net accounts receivable were $1.6 billion at December 31, 2010, compared to $1.3 billion at December 31, 2009. Compared to December 31, 2009, net accounts receivable at December 31, 2010 were higher in both segments. The Company’s businesses sell their products in a variety of markets throughout the world and payment terms can vary by market type and geographic location. Accordingly, the Company’s levels of net accounts receivable can be impacted by the timing and level of sales that are made by its various businesses and by the geographic locations in which those sales are made.

As further described below under “Sales of Receivables,” from time to time, our Former Parent elects to sell accounts receivable to third-parties; until separation the Company’s accounts receivable were sold in this program. The Company’s levels of net accounts receivable can be impacted by the timing and amount of such sales, which can vary by period and can be impacted by numerous factors.

Inventories:    The Company’s net inventories were $843 million at December 31, 2010, compared to $688 million at December 31, 2009. Compared to December 31, 2009, inventories at December 31, 2010 were higher in both segments, primarily in Mobile Devices to support higher demand in the first quarter of 2011 versus

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the first quarter of 2010. Inventory management continues to be an area of focus as the Company balances the need to maintain strategic inventory levels to ensure delivery to its customers against the risk of inventory excess and obsolescence due to rapidly changing technology and customer demand.

Accounts Payable:    The Company’s accounts payable were $1.7 billion at December 31, 2010, compared to $1.4 billion at December 31, 2009. Compared to December 31, 2009, accounts payable at December 31, 2010 were higher in both segments. The Company buys products in a variety of markets throughout the world and payment terms can vary by market type and geographic location. Accordingly, the Company’s levels of accounts payable can be impacted by the timing and level of purchases made by its various businesses and by the geographic locations in which those purchases are made.

Reorganization of Businesses:    The Company has implemented reorganization of businesses plans. Cash payments for exit costs and employee separations in connection with a number of these plans were $88 million in 2010, as compared to $288 million in 2009. Of the $44 million reorganization of businesses accrual at December 31, 2010, $32 million relates to employee separation costs expected to be paid within one year. The remaining $12 million in accruals relate to lease termination obligations that are expected to be paid over a number of years.

Investing Activities

Net cash used for investing activities was $277 million in 2010, compared to net cash used of $66 million in 2009. The $211 million increase in net cash used for investing activities was primarily due to (i) a $127 million increase in net cash used for acquisitions and investments, and (ii) a $76 million increase in cash used for capital expenditures.

Strategic Acquisitions and Investments:    The Company used $148 million of net cash for acquisitions and new investment activities in 2010, compared to net cash used of $21 million in 2009. The cash used in both 2010 and 2009 was for strategic acquisitions and investments across the Company.

Capital Expenditures:    Capital expenditures were $143 million in 2010, compared to $67 million in 2009. The Company’s emphasis in making capital expenditures is to focus on strategic investments driven by customer demand, new design capability and process improvements, including IT systems.

Sales of Investments and Business:    The Company received $13 million of net cash from the sales of investments and business in 2010, compared to using net cash of $14 million in 2009. The $13 million in proceeds in 2010 was primarily comprised of net proceeds received in connection with the sales of certain equity investments. The $14 million in net cash used in 2009 was primarily related to a business which was sold net of cash included in the business, partially offset by net proceeds received in connection with the sale of certain equity investments.

Investments:    The Company views its investments as an additional source of liquidity. The majority of these securities are available-for-sale and cost-method investments in technology companies. The fair market values of these securities are subject to substantial price volatility. In addition, the realizable values of these securities are subject to market and other conditions. At December 31, 2010 and 2009, the Company’s available-for-sale equity securities portfolio had an approximate fair market value of $21 million, comprised of a cost basis of $7 million and a net unrealized gain of $14 million. The Company’s available-for-sale investments are included in Investments in the Company’s combined balance sheets.

Financing Activities

Net cash used for financing activities was $383 million in 2010, compared to $1.2 billion of net cash provided in 2009 and $1.3 billion provided in 2008. Cash used for financing activities in 2010 and cash provided by financing activities in 2009 and 2008 were due to the net cash transfers to/from our Former Parent.

Our Former Parent primarily uses a worldwide centralized approach to cash management and the financing of its operations with all related activity between the Company and our Former Parent reflected as equity transactions in Owner’s net investment in the Company’s combined balance sheets. When necessary, our Former Parent has provided the Company funds for its operating cash needs. The Company’s cash in excess of working capital needs have been advanced to our Former Parent. Intercompany accounts are maintained for such borrowings that occur between the Company’s operations and our Former Parent. Types of intercompany transactions between the

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Company and Former Parent include: (i) cash deposits from the Company’s businesses which are transferred to by our Former Parent on a regular basis, (ii) cash borrowings from our Former Parent used to fund operations, capital expenditures, or acquisitions, (iii) charges (benefits) for income taxes, and (iv) allocations of our Former Parent’s corporate expenses described elsewhere in this document. For purposes of the combined statements of cash flows, the Company reflects intercompany activity as a financing activity. The net cash provided to our Former Parent was $383 million in 2010, compared to $1.2 billion of net cash provided by our Former Parent in 2009 and $1.3 billion of net cash provided by Former Parent in 2008.

Contractual Obligations and Other Purchase Commitments

Summarized in the table below are the Company’s obligations and commitments to make future payments under lease obligations, purchase obligations and tax obligations as of December 31, 2010.

	Payments Due by Period
(Dollars in millions)	Total		2011		2012		2013		2014		2015		Thereafter
Lease obligations	$	212	$	82	$	60	$	26	$	16	$	10	$	18
Purchase obligations		510		448		41		20		1		—		—
Tax obligations		101		70		—		—		—		—		31
Total contractual obligations	$	823	$	600	$	101	$	46	$	17	$	10	$	49

Amounts included represent firm, non-cancelable commitments.

Lease obligations:    Our Former Parent owns many of its major facilities and leases certain office, factory and warehouse space, land, and information technology and other equipment under principally non-cancelable operating leases. Our Former Parent identifies a landlord for each facility based on the primary resident of the facility. Our Former Parent allocates a portion of its facility and lease expenses to the Company based on the square footage occupied by employees of the Company; such allocation is included in the Company’s combined statements of operations. At December 31, 2010, future minimum lease obligations, primarily comprised of obligations for facilities in which the Company was deemed to be the primary resident, net of minimum sublease rentals, totaled $212 million. Total rental expense, primarily comprised of facilities rental expense, net of sublease income, was $61 million in 2010, $62 million in 2009 and $72 million in 2008. After separation, the Company occupies facilities where our Former Parent is the landlord, and our Former Parent occupies facilities where the Company is the landlord. The Company does not expect the incremental lease expense, net of sublease income, to be materially different from the amounts recorded in the historical combined financial statements, which include amounts allocated to the Company from our Former Parent.

Purchase obligations:    The Company has entered into agreements for the purchase of inventory, license of software, promotional activities, and research and development, which are firm commitments and are not cancelable. At December 31, 2010, substantially all of the Company’s obligations in connection with these agreements run through 2014, and the payments expected to be made under these agreements total $510 million during that period.

The Company enters into a number of arrangements for the sourcing of supplies and materials with take-or-pay obligations. The Company’s obligations with these suppliers run through 2013 and total a minimum purchase obligation of $123 million during that period, which are included within purchase obligations. The Company does not anticipate the cancellation of any of these agreements in the future and estimates that purchases from these suppliers will exceed the minimum obligations during the agreement periods.

Tax obligations:    The Company has approximately $101 million of unrecognized tax benefits relating to multiple tax jurisdictions and tax years. Based on the potential outcome of the Company’s global tax examinations, the expiration of the statute of limitations for specific jurisdictions, or the continued ability to satisfy tax incentive obligations, it is reasonably possible that the unrecognized tax benefits will change within the next 12 months. The associated net tax impact on the reserve balance is estimated to be in the range of a $0 to $50 million decrease, with cash payments in the range of $0 to $70 million.

Commitments Under Other Long-Term Agreements:    The Company has entered into certain long-term agreements to purchase software, components, supplies and materials from suppliers. Generally, these agreements

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do not obligate the Company to make any purchases. If the Company were to terminate these agreements, it generally would be liable for certain termination charges, typically based on work performed and supplier on-hand inventory and raw materials attributable to canceled orders. The Company’s liability would only arise in the event it terminates the agreements for reasons other than “cause”.

The Company outsources certain corporate functions, such as benefit administration and information technology-related services. These contracts are expected to expire in 2013. At December 31, 2010, the total remaining payments under these contracts are approximately $149 million over the remaining life of the contracts; however, these contracts can be terminated. Termination would result in a penalty substantially less than the remaining annual contract payments. The Company would also be required to find another source for these services, including the possibility of the Company performing such services itself.

Off-Balance Sheet Arrangements:    Under the definition in Item 303(a)(4) of Regulation S-K, the Company does not have any off-balance sheet arrangements.

Sales of Receivables

Our Former Parent sells accounts receivable generated from its business units to third-parties in transactions that qualify as “true-sales.” Through separation, the Company’s businesses participated in this activity by transferring certain of their accounts receivable balances to our Former Parent. The Company also has agreements under which the Company sells its accounts receivable directly to a third party in transactions that qualify as “true sales.”

Total accounts receivable sold by the Company were $526 million for the year ended December 31, 2010, compared to $803 million for the year ended December 31, 2009 and $2.6 billion for the year ended December 31, 2008. As of December 31, 2010, there were $43 million of accounts receivable outstanding under these programs for which the Company retained servicing obligations, compared to $71 million at December 31, 2009.

Other Contingencies

Potential Contractual Damage Claims in Excess of Underlying Contract Value:    In certain circumstances, our businesses may enter into contracts with customers pursuant to which the damages that could be claimed by the other party for failed performance might exceed the revenue Motorola Mobility receives from the contract. Contracts with these types of uncapped damage provisions are fairly rare, but individual contracts could still represent meaningful risk. There is a possibility that a damage claim by a counterparty to one of these contracts could result in expenses to Motorola Mobility that are far in excess of the revenue received from the counterparty in connection with the contract.

Indemnification Provisions:    In addition, Motorola Mobility may provide indemnifications for losses that result from the breach of general warranties contained in certain commercial, intellectual property and divestiture agreements. Historically, Motorola Mobility has not made significant payments under these agreements, nor have there been significant claims asserted against Motorola Mobility. However, there is an increasing risk in relation to intellectual property indemnities given the current legal climate. In indemnification cases, payment by Motorola Mobility is conditioned on the other party making a claim pursuant to the procedures specified in the particular contract, which procedures typically allow Motorola Mobility to challenge the other party’s claims. Further, Motorola Mobility’s obligations under these agreements for indemnification based on breach of representations and warranties are generally limited in terms of duration, typically not more than 24 months, and for amounts not in excess of the contract value, except with respect to certain intellectual property infringement claims, and in some instances Motorola Mobility may have recourse against third-parties for certain payments made by Motorola Mobility.

Legal Matters:    The Company is involved in various lawsuits, claims and investigations arising in the normal course of business and relating to our business. In the opinion of management, the ultimate disposition of these matters is not expected to have a material adverse effect on Motorola Mobility’s combined financial position, liquidity or results of operations. However, an unfavorable resolution could have a material adverse effect on the Company’s combined financial position, liquidity or results of operations in the periods in which the matters are ultimately resolved. See “Item 3. Legal Proceedings” for more details.

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Post-Separation Tax Sharing Agreement

To preserve the tax-free treatment to our Former Parent of the Distribution, under the Tax Sharing Agreement that we entered into with our Former Parent and Motorola Mobility, Inc., we agreed to refrain from taking or failing to take any action that prevents the Distribution and related transactions from being tax-free. Further, for the two-year period following the Distribution, in certain circumstances we may be precluded from:

• entering into any transaction resulting in the acquisition of 40% or more of our stock or 60% or more of our assets, whether by merger or otherwise;

• merging, consolidating or liquidating;

• issuing equity securities beyond certain thresholds;

• repurchasing Motorola Mobility common stock beyond certain thresholds; and

• ceasing to actively conduct the Mobile Devices business.

These restrictions may limit our ability to pursue strategic transactions or engage in new business or other transactions that may maximize the value of our business. Furthermore, we could be liable for any resulting tax if our actions are deemed to be in violation of the Tax Sharing Agreement.

The Tax Sharing Agreement also provides that the Company will not be responsible for any unrecognized tax benefits and related interest and penalties that are attributable to the Company while the Company shared in income tax filings with our Former Parent. The Company is responsible for unrecognized tax benefits and related interest and penalties for periods it did not share in income tax filings with our Former Parent or in cases where the Company owns our Former Parent entities following separation. A substantial portion of the Company’s unrecognized tax benefits and related interest and penalties remained with our Former Parent.

Critical Accounting Policies

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses the Company’s combined financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period.

Management bases its estimates and judgments on historical experience, current economic and industry conditions and on various other factors that are believed to be reasonable under the circumstances. This forms the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Management believes the following significant accounting policies require significant judgment and estimates:

— Revenue recognition

— Warranty reserves

— Inventory valuation

— Income taxes

— Restructuring activities

— Valuation and recoverability of goodwill

— Valuation and recoverability of long-lived assets

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Revenue Recognition

For the year ended December 31, 2010

In October 2009, the Financial Accounting Standards Board (“FASB”) issued new guidance which amended the accounting standards for revenue arrangements with multiple deliverables. The new guidance changes the criteria required to separate deliverables into separate units of accounting when they are sold in a bundled arrangement and requires an entity to allocate an arrangement’s consideration using estimated selling prices (“ESP”) of deliverables if a vendor does not have vendor-specific objective evidence of selling price (“VSOE”) or third-party evidence of selling price (“TPE”). The new guidance also eliminates the use of the residual method to allocate an arrangement’s consideration.

In October 2009, the FASB also issued new guidance to remove from the scope of software revenue recognition guidance tangible products containing software components and non-software components that function together to deliver the tangible product’s essential functionality.

The new accounting guidance is effective for revenue arrangements entered into or materially modified after June 15, 2010. The standards permit prospective or retrospective adoption as well as early adoption. The Company elected to early adopt this guidance at the beginning of the first quarter of 2010 on a prospective basis for applicable arrangements that were entered into or materially modified after January 1, 2010.

The Company’s material revenue streams are the result of a wide range of activities, from the delivery of stand-alone equipment to custom design and installation over a period of time to bundled sales of devices, equipment, software and services. The Company enters into revenue arrangements that may consist of multiple deliverables of its product and service offerings due to the needs of its customers. Additionally, many of the Company’s products have both software and non-software components that function together to deliver the product’s essential functionality. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collectability of the sales price is reasonably assured. In addition to these general revenue recognition criteria, the following specific revenue recognition policies are followed:

Products and Equipment—For product and equipment sales, revenue recognition generally occurs when products or equipment have been shipped, risk of loss has transferred to the customer, objective evidence exists that customer acceptance provisions have been met, no significant obligations remain and allowances for discounts, price protection, returns and customer incentives can be reasonably and reliably estimated. Recorded revenues are reduced by these allowances. The Company bases its estimates on historical experience taking into consideration the type of products sold, the type of customer, and the type of transaction specific in each arrangement. Where customer incentives cannot be reasonably and reliably estimated, the Company recognizes revenue at the time the product sells through the distribution channel to the end customer.

Services—Revenue for services is generally recognized ratably over the contract term as services are performed.

Software and Licenses—Revenue from pre-paid perpetual licenses is recognized at the inception of the arrangement, presuming all other relevant revenue recognition criteria are met. Revenue from non-perpetual licenses or term licenses is recognized ratably over the period that the licensee uses the license. Revenue from software maintenance, technical support and unspecified upgrades is generally recognized over the period that these services are delivered.

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Multiple-Element Arrangements—Arrangements with customers may include multiple deliverables, including any combination of products, equipment, services and software. These multiple element arrangements could also include an element accounted for as a long-term contract coupled with other products, equipment, services and software. For the Company’s multiple-element arrangements where at least one of the deliverables is not subject to existing software revenue recognition guidance, deliverables are separated into more than one unit of accounting when (i) the delivered element(s) have value to the customer on a stand-alone basis, and (ii) delivery of the undelivered element(s) is probable and substantially in the control of the Company. Based on the new accounting guidance adopted January 1, 2010, revenue is then allocated to each unit of accounting based on the relative selling price of each unit of accounting based first on VSOE if it exists, based next on TPE if VSOE does not exist, and, finally, if both VSOE and TPE do not exist, based on ESP.

• VSOE—In many instances, products are sold separately in stand-alone arrangements as customers may support the products themselves or purchase support on a time and materials basis. Additionally, advanced services such as general consulting, network management or advisory projects are often sold in stand-alone arrangements. Technical support services are also often sold separately through renewals of annual contracts. The Company determines VSOE based on its normal pricing and discounting practices for the specific product or service when sold separately. In determining VSOE, the Company requires that a substantial majority of the selling prices for a product or service fall within a reasonably narrow pricing range, generally evidenced by the pricing rates of approximately 80% of such historical stand-alone transactions falling within plus or minus 15% of the median rate. In addition, the Company considers the geographies in which the products or services are sold, major product and service groups, customer classification, and other environmental or marketing variables in determining VSOE.

• TPE—VSOE generally exists only when the Company sells the deliverable separately. When VSOE does not exist, the Company attempts to determine TPE based on competitor prices for similar deliverables when sold separately. Generally, the Company’s go-to-market strategy for many of its products differs from that of its peers and its offerings contain a significant level of customization and differentiation such that the comparable pricing of products with similar functionality sold by other companies cannot be obtained. Furthermore, the Company is unable to reliably determine what similar competitor products’ selling prices are on a stand-alone basis. Therefore, the Company is typically not able to determine TPE.

• ESP—The objective of ESP is to determine the price at which the Company would transact a sale if the product or service were sold on a stand-alone basis. When both VSOE and TPE do not exist, the Company determines ESP for the arrangement element by first collecting all reasonably available data points including sales, cost and margin analysis of the product, and other inputs based on the Company’s normal pricing practices. Second, the Company makes any reasonably required adjustments to the data based on market and Company-specific factors. Third, the Company stratifies the data points, when appropriate, based on customer, magnitude of the transaction and sales volume.

Once elements of an arrangement are separated into more than one unit of accounting, revenue is recognized for each separate unit of accounting based on the nature of the revenue as described above.

The Company’s arrangements with multiple deliverables may also contain a stand-alone software deliverable that is subject to the existing software revenue recognition guidance. The revenue for these multiple-element arrangements is allocated to the software deliverable and the non-software deliverable(s) based on the relative selling prices of all of the deliverables in the arrangement using the hierarchy in the new revenue accounting guidance. In circumstances where the Company cannot determine VSOE or TPE of the selling price for all of the deliverables in the arrangement, including the software deliverable, ESP is used for the purpose of allocating the arrangement consideration.

The Company’s arrangements with multiple deliverables may be comprised entirely of deliverables that are all still subject to the existing software revenue recognition guidance. For these arrangements, revenue is allocated to the deliverables based on VSOE. Should VSOE not exist for the undelivered software element, revenue is deferred until either the undelivered element is delivered or VSOE is established for the element, whichever occurs first. When the fair value of a delivered element has not been established, but fair value exists for the undelivered elements, the Company uses the residual method to recognize revenue if the fair value of all undelivered elements is determinable. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement consideration is allocated to the delivered elements and is recognized as revenue.

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Based on the Company’s current sales strategies, the newly adopted accounting guidance for revenue recognition is not expected to have a significant effect on the timing and pattern of revenue recognition for sales in periods after the initial adoption when applied to multiple-element arrangements, except for the continued impact on smartphone revenue recognition.

For the years ended December 31, 2009 and 2008

The Company’s arrangements with customers may differ in nature and complexity and may contain multiple deliverables, including products, equipment, services and software that may be essential to the functionality of the other deliverables, requiring the Company to make judgments and estimates in recognizing revenues.

Product and equipment sales may contain discounts, price protection, return provisions and other customer incentives. The Company’s recorded revenues are reduced by allowances for these items at the time the sales are recorded. The allowances are based on management’s best estimate of the amount of allowances that the customer will ultimately earn based on historical experience and taking into account the type of products sold, the type of customer and the type of transaction specific to each arrangement. Where customer incentives cannot be reasonably and reliably estimated, the Company recognizes revenue at the time the product sells through the distribution channel to the end customer.

Generally, multiple element arrangements are separated into specific accounting units when: (i) delivered elements have value to the customer on a stand-alone basis, (ii) objective and reliable evidence of fair value exists for the undelivered element(s), and (iii) delivery of the undelivered element(s) is probable and substantially within the control of the Company. Total arrangement consideration is allocated to the separate accounting units based on their relative fair values (if the fair value of each accounting unit is known) or using the residual method (if the fair value of the undelivered element(s) is known). Revenue is recognized for a separate accounting unit when the revenue recognition criteria are met for that unit. In certain situations, judgment is required in determining both the number of accounting units and fair value of the elements, although generally the fair value of an element can be objectively determined if the Company sells the element on a stand-alone basis. Multiple element arrangements that include software are separated into more than one unit of accounting when the following criteria are met: (i) the functionality of the delivered element(s) is not dependent on the undelivered element(s), (ii) there is vendor-specific objective evidence of the fair value of the undelivered element(s), and (iii) general revenue recognition criteria related to the delivered element(s) have been met.

Changes in cost estimates and the fair values of certain deliverables could negatively impact the Company’s operating results. In addition, unforeseen conditions could arise over the contract term that may have a significant impact on operating results.

Warranty Reserves

The Company provides for the estimated cost of hardware and software warranties at the time the related revenue is recognized based on historical and projected warranty claim rates, historical and projected cost-per-claim, and knowledge of specific product failures that are outside of the Company’s typical experience. Each quarter, the Company reevaluates its estimates to assess the adequacy of its recorded warranty liabilities considering the size of the installed base of products subject to warranty protection and adjusts the amounts as necessary. If actual product failure rates or repair costs differ from estimates, revisions to the estimated warranty liability would be required and could materially affect the Company’s results of operations.

Inventory Valuation

The Company records valuation reserves on its inventory for estimated excess or obsolescence. The amount of the reserve is equal to the difference between the cost of the inventory and the estimated market value based upon assumptions about future demand and market conditions. On a quarterly basis, management in each segment performs an analysis of the underlying inventory to identify reserves needed for excess and obsolescence. Management uses its best judgment to estimate appropriate reserves based on this analysis. In addition, the Company adjusts the carrying value of inventory if the current market value of that inventory is below its cost.

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At December 31, 2010 and 2009, Inventories, net consisted of the following:

	December 31
(Dollars in millions)	2010			2009
Finished goods	$	508		$	542
Work-in-process and production materials		724			680
		1,232			1,222
Less inventory reserves		(389	)		(534	)
	$	843		$	688

The Company balances the need to maintain strategic inventory levels to ensure competitive delivery performance to its customers against the risk of inventory obsolescence due to rapidly changing technology and customer requirements. The Company has inventory reserves for excess inventory, pending cancellations of product lines due to technology changes, long-life cycle products, lifetime buys at the end of supplier production runs, business exits, and a shift of production to outsourcing. If future demand or market conditions are less favorable than those projected by management, additional inventory writedowns may be required.

Income Taxes

For purposes of the Company’s combined financial statements, income tax expense and deferred tax balances have been recorded as if the Company had filed tax returns on a separate return basis (“hypothetical carve-out basis”) from our Former Parent. The deferred tax balances in these combined financial statements will differ from the Company’s deferred tax balances post-separation, as a portion of the hypothetical carve-out tax loss and credit carry forwards have either been utilized by the Former Parent or will not be available to the Company post-separation. The calculation of income taxes for the Company on a hypothetical carve-out basis requires a considerable amount of judgment and use of both estimates and allocations. Historically, the Company has largely been operated as two divisions within our Former Parent’s group of legal entities, including a U.S. consolidated group and non-U.S. subsidiaries. In most cases, the tax losses and tax credits generated by the Company, while divisions within our Former Parent’s legal entities and included in these financial statements, have either been utilized by our Former Parent’s other businesses or will remain with our Former Parent post-separation. Additionally, as part of the separation, our Former Parent entered into taxable transactions when separating the Company’s non-U.S. assets and liabilities into separate non-U.S. subsidiaries of the Company. As a result of taxable separation transactions, the deferred tax balances as calculated on a hypothetical carve-out basis will differ from the deferred tax balances of the Company once legally separated.

The Company’s combined financial statements reflect deferred tax assets, net of deferred tax liabilities, but before consideration of valuation allowances, of $2.9 billion and valuation allowances of $2.8 billion on a hypothetical carve-out basis as of December 31, 2010. The Company estimates that post-separation its beginning deferred tax assets, net of deferred tax liabilities, but before consideration of valuation allowances, will be approximately $2.4 billion and valuation allowances will be approximately $2.3 billion. The decrease in deferred tax assets and valuation allowances is primarily attributable to hypothetical carve-out tax loss and credit carry forwards that will not be available to the Company post-separation.

Our Former Parent manages its tax position for the benefit of its entire portfolio of businesses. Our Former Parent’s tax strategies are not necessarily reflective of the tax strategies the Company would have followed or will follow as a stand-alone company, nor were they necessarily strategies that optimized the Company’s stand-alone tax position. As a result, the Company’s deferred tax balances and effective tax rate as a stand-alone entity will differ significantly from those prevailing in historical periods.

The Company’s effective tax rate is based on pre-tax income and the tax rates applicable to that income in the various jurisdictions in which the Company operates. An estimated effective tax rate for a year is applied to the Company’s quarterly operating results, adjusted for losses in tax jurisdictions where the losses cannot be tax benefited due to valuation allowances. In the event that there is a significant unusual or discrete item recognized, or expected to be recognized, in the Company’s quarterly operating results, including the resolution of prior-year tax matters, the tax attributable to that item would be separately calculated and recorded at the same time as the unusual or discrete item. Significant judgment is required in determining the Company’s effective tax rate and in

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evaluating its tax positions. The Company establishes reserves when it is deemed more likely than not that the Company will not realize the full tax benefit of the position. The Company periodically adjusts these reserves in light of changing facts and circumstances.

Tax regulations may require items of income and expense to be included in a tax return in different periods than the items are reflected in the combined financial statements. As a result, the effective tax rate reflected in the combined financial statements may be different than the tax rate reported in the income tax return. Some of these differences are permanent, such as expenses that are not deductible on the tax return, and some are temporary differences, such as depreciation expense. Temporary differences create deferred tax assets and liabilities. Deferred tax assets generally represent items that can be used as a tax deduction or credit in the tax return in future years for which the Company has already recorded the tax benefit in the financial statements. Deferred tax liabilities generally represent tax expense recognized in the financial statements for which payment has been deferred or expense for which the Company has already taken a deduction on an income tax return, but has not yet been recognized in the combined financial statements.

The Company accounts for income taxes in accordance with FASB guidance, which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of the temporary differences between the book and tax basis of recorded assets and liabilities. The Company makes estimates and judgments with regard to the calculation of certain income tax assets and liabilities. This FASB guidance requires that deferred tax assets be reduced by valuation allowances if, based on the consideration of all available evidence, it is more likely than not that some portion of the deferred tax asset will not be realized. Significant weight is given to evidence that can be objectively verified.

The Company evaluates deferred income taxes on a quarterly basis to determine whether valuation allowances are required by considering available evidence, including historical and projected taxable income and tax planning strategies that are both prudent and feasible. As of December 31, 2010, the Company’s U.S. operations had generated three consecutive years of pre-tax losses. Because of the Company’s recent history of losses, the Company believed that the weight of negative historic evidence precludes it from considering any forecasted income from its analysis of the recoverability of its U.S. and Brazil deferred tax assets. The Company also considered in its analysis tax planning strategies that are prudent and can be reasonably implemented. Based on all available positive and negative evidence, we concluded that a full valuation allowance should be recorded against the net deferred tax assets of our U.S. and Brazil operations. During the year ended December 31, 2008, we recorded a valuation allowance of $2.0 billion. The establishment of the valuation allowance was a non-cash expense.

The tax loss and credit carry forwards reflected in the Company’s combined financial statements, representing $1 billion of deferred tax assets, have been calculated as if the Company had filed its tax returns on a hypothetical carve-out basis separate from our Former Parent. The tax carry forwards include U.S. tax carry forwards for federal and state net operating losses, capital losses, general business credits and foreign tax credits, and non-U.S. tax carry forwards for net operating losses and tax credits. The tax carry forwards are not representative of the tax carry forwards the Company will have available for use after separation from our Former Parent. The Company’s post-separation tax carry forwards will be significantly lower than those reflected in the combined financial statements and the related valuation allowances will also be correspondingly lower.

The Company estimates that post-separation it will have deferred tax assets for tax loss and credit carry forwards of approximately $410 million. The tax carry forwards are primarily in the U.S., Brazil and the United Kingdom and total approximately $950 million in net operating losses ($320 million tax effected) and approximately $90 million in tax credits. The U.S. tax carry forwards are comprised of federal tax credits, IRC Section 382 limited net operating losses and Separate Return Limitation Year (“SRLY”) limited net operating losses. The Section 382 limited net operating losses may be utilized between years 2011 through 2025 and the SRLY limited net operating losses are scheduled to expire between 2018 and 2020. In addition to the U.S. tax carry forwards, the Company will have approximately $2.8 billion of capitalized costs ($1.0 billion tax effected) that will be amortizable for U.S. tax purposes between years 2011 through 2019.

As noted above the Company estimates that post-separation the Company’s net deferred tax assets, before considering valuation allowances, will be approximately $2.4 billion. The post-separation net deferred tax assets (tax effected) will include approximately $410 million of tax loss and credit carry forwards, $1 billion of capitalized costs and $1 billion relating to other timing differences.

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The Company anticipates that as it returns to profitability in the U.S. it will be able to reduce its income tax burden by utilizing the tax carry forwards and amortizable costs.

Restructuring Activities

Prior to the separation, the Company participated in our Former Parent’s formal Involuntary Severance Plan (the “Severance Plan”), which permits the Company to offer eligible employees severance benefits based on years of service and employment grade level in the event that employment is involuntarily terminated as a result of a reduction-in-force or restructuring. Effective August 1, 2009, our Former Parent amended and restated the Severance Plan. Under the amended Severance Plan, severance benefits will be paid in bi-weekly installments to impacted employees rather than in lump sum payments. The Company recognizes termination benefits based on formulas per the Severance Plan at the point in time that future settlement is probable and can be reasonably estimated based on estimates prepared at the time a restructuring plan is approved by management. Exit costs consist of future minimum lease payments on vacated facilities and other contractual terminations. At each reporting date, the Company evaluates its accruals for exit costs and employee separation costs to ensure the accruals are still appropriate. In certain circumstances, accruals are no longer required because of efficiencies in carrying out the plans or because employees previously identified for separation resigned from the Company and did not receive severance or were redeployed due to circumstances not foreseen when the original plans were initiated. In these cases, the Company reverses accruals through the combined statements of operations where the original charges were recorded when it is determined they are no longer required.

Valuation and Recoverability of Goodwill

The Company tests the recorded amount of goodwill for recovery on an annual basis in the fourth quarter of each fiscal year. Goodwill is tested more frequently if indicators of impairment exist. The Company continually assesses whether any indicators of impairment exist, which requires a significant amount of judgment. Such indicators may include: a sustained significant decline in its share price and market capitalization; a decline in its expected future cash flows; a significant adverse change in legal factors or in the business climate; unanticipated competition; the testing for recoverability of a significant asset group within a reporting unit; or slower growth rates, among others. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on our combined financial statements.

The goodwill impairment test is performed at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment (referred to as a “component”). A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component. When two or more components of an operating segment have similar economic characteristics, the components shall be aggregated and deemed a single reporting unit. An operating segment shall be deemed to be a reporting unit if all of its components are similar, if none of its components is a reporting unit, or if the segment comprises only a single component. As such, the Company has determined that the Mobile Devices segment meets the requirement of a reporting unit. For the Home segment, the Company has identified two reporting units, the Broadband Home Solutions reporting unit and the Access Networks reporting unit.

The goodwill impairment test is a two step analysis. In Step One, the fair value of each reporting unit is compared to its book value. Management must apply judgment in determining the estimated fair value of these reporting units. Fair value is determined using a combination of present value techniques and quoted market prices of comparable businesses. If the fair value of the reporting unit exceeds its book value, goodwill is not deemed to be impaired for that reporting unit, and no further testing would be necessary. If the fair value of the reporting unit is less than its book value, the Company performs Step Two. Step Two uses the calculated fair value of the reporting unit to perform a hypothetical purchase price allocation to the fair value of the assets and liabilities of the reporting unit. The difference between the fair value of the reporting unit calculated in Step One and the fair value of the underlying assets and liabilities of the reporting unit is the implied fair value of the reporting unit’s goodwill. A charge is recorded in the financial statements if the carrying value of the reporting unit’s goodwill is greater than its implied fair value.

The following describes the valuation methodologies used to derive the fair value of the reporting units:

• Income Approach: To determine fair value, the Company discounts the expected future cash flows of the reporting units. The discount rate used represents the estimated weighted average cost of capital, which

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reflects the overall level of inherent risk involved in our operations and the rate of return a market participant would expect to earn. To estimate cash flows beyond the final year of our model, the Company uses a terminal value approach. Under this approach, the Company uses estimated operating income before interest, taxes, depreciation and amortization in the final year of its model, adjusts it to estimate a normalized cash flow, applies a perpetuity growth assumption and discounts it by a perpetuity discount factor to determine the terminal value. The Company incorporates the present value of the resulting terminal value into its estimate of fair value.

• Market-Based Approach: To corroborate the results of the income approach described above, the Company estimated the fair value of its reporting units using several market-based approaches, including the value that is derived based on our Former Parent’s consolidated stock price as described above. The Company also uses the guideline company method, which focuses on comparing our risk profile and growth prospects to select reasonably similar/guideline publicly traded companies.

The determination of fair value of the reporting units and assets and liabilities within the reporting units requires the Company to make significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to, the discount rate, terminal growth rates, earnings before depreciation and amortization, and capital expenditures forecasts. Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates. For the annual goodwill impairment test performed in the fourth quarter of 2010, Motorola Mobility assigned a discount rate of 16.5%, 14%, and 13%, and a terminal growth rate of 4%, 3%, and 3% to the Mobile Devices, Access Networks, and Broadband Home Solutions reporting units respectively. The Company believes these assumptions to be reasonable based upon the risk profile and long-term growth prospects of the reporting units in light of industry market data. Motorola Mobility evaluated the merits of each significant assumption, both individually and in the aggregate, used to determine the fair value of the reporting unit, as well as the fair values of the corresponding assets and liabilities within the reporting unit, and concluded they are reasonable.

Motorola Mobility has weighted the valuation of its reporting units at 75% based on the income approach and 25% based on the market-based approach, consistent with prior periods. Motorola Mobility believes that this weighting is appropriate since it is often difficult to find other appropriate companies that are similar to our reporting units and it is our view that future discounted cash flows are more reflective of the value of the reporting units.

As a result of the valuation work described above, the fair value of the Broadband Home Solutions and Mobile Devices reporting units exceeded their book value by a significant margin, indicating that there was no impairment of goodwill. The calculated fair value of the Access Networks reporting unit exceeded its book value by only 11% which is lower than the excess of the calculated fair value from an analysis performed during the first quarter of 2010.

In assessing the reasonableness of the calculated fair value of the Access Networks reporting unit, the Company determined that the discount rate used to determine fair value would need to be increased by over 2% for the Access Networks reporting unit before its calculated fair value would be less than its book value. The Company does not believe the resulting discount rate would be reasonable relative to the risks associated with the future cash flows of this business. The Company also determined that the terminal growth rate used to determine fair value would need to decline from 3% to below 1% before its calculated fair value would be less than its book value. This growth rate would not be reasonable given the expected growth of the Access Networks reporting unit’s business nor the industry expectations of the growth in the reporting unit’s markets. Finally, a heavier weighting on the market-based approach would increase the calculated fair value of the reporting unit. Therefore, the Company believes the inputs and assumptions used in determining the fair value of the Access Networks reporting unit are reasonable.

Based on the results of our 2009 and 2010 annual assessments of the recoverability of goodwill, the fair values of all reporting units exceeded their book values, indicating that there was no impairment of goodwill.

Following is a discussion of the goodwill impairment charges recorded for the year ended December 31, 2008.

Based on the results of Step One of the 2008 annual assessment of the recoverability of goodwill, the fair values of the Broadband Home Solutions and the Access Networks reporting units exceeded their book value, indicating that there was no impairment of goodwill at these reporting units.

However, the fair value of the Mobile Devices reporting unit was below its book value, indicating a potential impairment of goodwill and the requirement to perform Step Two of the analysis for the reporting unit. The decline in

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the fair value of the Mobile Devices reporting unit below its book value was a result of the deteriorating macroeconomic environment, lower than expected sales and cash flows as a result of the decision to consolidate platforms announced in the fourth quarter of 2008, and the uncertainty around the reporting unit’s future cash flow.

The allocation of the fair value of the reporting units to individual assets and liabilities within the reporting units also requires us to make significant estimates and assumptions. The allocation requires several analyses to determine fair value of assets and liabilities including, among others, definite-lived intangible assets, pre-paid assets, deferred taxes and current replacement costs for certain property, plant and equipment.

For the year ended December 31, 2008, the Company determined that the goodwill relating to the Mobile Devices reporting unit was impaired, resulting in charges of $55 million in the Mobile Devices reportable segment.

Differences in the Company’s actual future cash flows, operating results, growth rates, capital expenditures, cost of capital and discount rates as compared to the estimates utilized for the purpose of calculating the fair value of each reporting unit, as well as a decline in Former Parent’s stock price and related market capitalization, could affect the results of our annual goodwill assessment and, accordingly, potentially lead to future goodwill impairment charges.

Until separation, Motorola Mobility was not a publicly traded company. Therefore, in performing the test of goodwill, the Company considered the market capitalization of our Former Parent and the implied control premium at our Former Parent to determine if the Company’s fair value of our reporting units were reasonable. The accounting principles regarding goodwill acknowledge that the observed market prices of individual trades of our Former Parent’s stock (and thus its computed market capitalization) may not be representative of the fair value of the company as a whole. Additional value may arise from the ability to take advantage of synergies and other benefits that flow from control over another entity. Consequently, measuring the fair value of a collection of assets and liabilities that operate together in a controlled entity is different from measuring the fair value of that entity’s individual common stock. In most industries, including ours, an acquiring entity typically is willing to pay more for equity securities that give it a controlling interest than an investor would pay for a number of equity securities representing less than a controlling interest.

For the purpose of determining the implied control premium calculation in the overall goodwill analysis, the Company applied assumptions for determining the fair value of corporate assets. Corporate assets primarily consist of cash and cash equivalents, Sigma Fund balances, short-term investments, investments, deferred tax assets and corporate facilities. Judgments about the fair value of corporate assets include, among others, an assumption that deferred tax assets should be discounted to reflect their economic lives, that a significant portion of the corporate assets are required to pay off debt, meet the near-term cash requirements of the Mobile Devices reporting unit, and market participants’ perceptions of the likely restructuring costs, including severance and exit costs, that might be incurred if the Company’s strategy is not successful. The results of the Company’s impairment analysis result in an implied control premium commensurate with historical transactions observed in our industry.

Valuation and Recoverability of Long-Lived Assets

Long-lived assets include property, plant and equipment, intangible assets, long-term prepaid assets and other non-current assets. The Company reviews long-lived assets held for use for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Events which may indicate long-lived assets held for use may not be recoverable include, but are not limited to, a significant decrease in the market price of long-lived assets, a significant adverse change in the manner in which the Company utilizes a long-lived asset, a significant adverse change in the business climate, a recent history of operating or cash flow losses, or a current expectation that it is more likely than not that a long-lived asset will be sold or disposed of in the future. For impairment testing purposes, the Company groups its long-lived assets at the lowest level, for which, identifiable cash flows are largely independent of the cash flows from other groups of assets and liabilities (the asset group).

If the Company determines that a long-lived asset or asset group may not be recoverable, it compares the sum of the expected undiscounted future cash flows that the asset or asset group is expected to generate over the estimated remaining useful life of the asset or asset group to the asset or asset group’s carrying value. If the sum of the expected undiscounted future cash flows exceeds the carrying amount of the asset or asset group, the asset or asset group is not considered impaired. However, if the sum of the undiscounted future cash flows is less than the carrying amount of the asset or asset group, a loss is recognized for the difference between the fair value of the asset or asset group and the carrying value of the asset or asset group. The fair value of the asset or asset group is

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generally determined by discounting the expected future cash flows using a discount rate that is commensurate with the risk associated with the amount and timing of the expected future cash flows. Market-based or cost-based approaches to determining fair value may also be considered.

No long-lived assets or asset groups held and used were tested for impairment during 2010 or 2009. During 2008, the Company tested one asset group for impairment. During the fourth quarter of 2008, due to the continued operating losses of the Mobile Devices segment, the Company tested the long-lived assets of the Mobile Devices segment for impairment. The long-lived assets of the Mobile Devices segment consisted primarily of property, plant and equipment and long-term pre-paid licenses. The asset group also included elements of working capital, including inventory and accounts receivable. The Company considered future cash flows expected to be generated by the business and weighted them according to management’s view of their probability-weighted outcomes. The sum of these probability-weighted undiscounted future cash flows indicated that the asset group was recoverable. As a result, no impairment of long-lived assets was recorded at the Mobile Devices segment. A significant assumption in the expected future cash flow forecast was that it was more likely than not that management would be successful in its plans to turn around the Mobile Devices business. The plan to turn around Mobile Devices included a successful execution of the segment’s software platform strategy and the Company’s ability to execute its cost savings initiatives. Expectations of future cash flows could change if the Company determines it will not be successful in executing its plans to turn around the Mobile Devices business. Impairment charges of the long-lived assets of Mobile Devices could be required in future periods if the Company’s expectations of future cash flows changes.

Recently Issued Accounting Pronouncements

In January 2010, the FASB issued new guidance related to fair value disclosure requirements. Under the new guidance, companies will be required to make additional disclosures concerning significant transfers of amounts between the Level 1 and Level 2 fair value disclosures, as well as further disaggregation of the types of activity that were previously disclosed in the roll forward of Level 3 fair value disclosures. Further, the guidance requires a lower level of groupings from major categories of assets and liabilities to classes of assets and liabilities. This guidance is effective for interim periods beginning after December 15, 2009. The Company has adopted this guidance effective January 1, 2010.

In June 2009, the FASB issued new authoritative guidance amending the accounting for transfers of financial assets. Key provisions of this amended guidance include: (i) the removal of the concept of qualifying special purpose entities, (ii) the introduction of the concept of a participating interest, in circumstances in which a portion of a financial asset has been transferred, and (iii) the requirement that to qualify for sale accounting the transferor must evaluate whether it maintains effective control over transferred financial assets either directly or indirectly. Additionally, this guidance requires enhanced disclosures about transfers of financial assets and a transferor’s continuing involvement. The Company has adopted this guidance effective January 1, 2010. This adoption did not have a material impact on the Company’s combined financial statements.

In June 2009, the FASB issued authoritative guidance to amend the manner in which entities evaluate whether consolidation is required for variable interest entities (“VIEs”). The model for determining whether an enterprise has a controlling financial interest and is the primary beneficiary of a VIE has changed significantly under the new guidance. Previously, variable interest holders had to determine whether they had a controlling financial interest in a VIE based on a quantitative analysis of the expected gains and/or losses of the entity. In contrast, the new guidance requires an enterprise with a variable interest in a VIE to qualitatively assess whether it has a controlling financial interest in the entity and, if so, whether it is the primary beneficiary. Furthermore, this guidance requires that companies continually evaluate VIEs for consolidation, rather than assessing VIEs based only upon the occurrence of triggering events. This guidance also requires enhanced disclosures about how a company’s involvement with a VIE affects its financial statements and exposure to risks. The Company has adopted this guidance effective January 1, 2010. This adoption did not have a material impact on the Company’s combined financial statements.

In May 2009, the FASB issued guidance establishing general standards for accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This guidance, among other things, sets forth the period after the balance sheet date during which management should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the

73

balance sheet date in its financial statements, and the disclosures an entity should make about events or transactions that occurred after the balance sheet date. In February 2010, new guidance was issued which removes the requirement for public companies to disclose the date through which subsequent events were reviewed. This guidance was effective upon issuance and has been adopted by the Company.

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Risk

The Company uses financial instruments to reduce its overall exposure to the effects of currency fluctuations on cash flows. All hedge transactions were executed by our Former Parent. Historically, the Company had its exposures managed by our Former Parent and our Former Parent’s program viewed the consolidation exposures of all of the businesses of the Former Parent. Beginning in August 2010, the balance sheet hedges are recorded in the name of Motorola Mobility, Inc., as opposed to our Former Parent. The Company’s policy prohibits speculation in financial instruments for profit on exchange rate price fluctuations, trading in currencies for which there are no underlying exposures, or entering into transactions for any currency to intentionally increase the underlying exposure. Instruments that are designated as part of a hedging relationship must be effective at reducing the risk associated with the exposure being hedged and are designated as part of a hedging relationship at the inception of the contract. Accordingly, changes in the market values of hedge instruments must be highly correlated with changes in market values of the underlying hedged items both at the inception of the hedge and over the life of the hedge contract.

The Company’s strategy related to foreign exchange exposure management is to offset the gains or losses on the financial instruments against losses or gains on the underlying operational cash flows or investments based on the operating business units’ assessment of risk. The Company enters into derivative contracts for some of the Company’s non-functional currency receivables and payables, which are primarily denominated in major currencies that can be traded on open markets. The Company typically uses forward contracts and options to hedge these currency exposures. In addition, the Company enters into derivative contracts for some firm commitments and some forecasted transactions, which are designated as part of a hedging relationship if it is determined that the transaction qualifies for hedge accounting under the provisions of the authoritative accounting guidance for derivative instruments and hedging activities. A portion of the Company’s exposure is from currencies that are not traded in liquid markets and these are addressed, to the extent reasonably possible, by managing net asset positions, product pricing and component sourcing.

At December 31, 2010, the Company had outstanding foreign exchange contracts totaling $608 million, compared to $622 million outstanding at December 31, 2009. Management believes that these financial instruments should not subject the Company to undue risk due to foreign exchange movements because gains and losses on these contracts should generally offset losses and gains on the underlying assets, liabilities and transactions, except for the ineffective portion of the instruments, which are charged to Other, net within Other income (expense) in the Company’s combined statements of operations.

The following table shows the five largest net notional amounts of the positions to buy or sell foreign currency as of December 31, 2010 and the corresponding positions as of December 31, 2009:

	Notional Amount
Net Buy (Sell) by Currency	December 31, 2010			December 31, 2009
Brazilian Real	$	(394	)	$	(348	)
Euro		(54	)		(9	)
India Rupee		(43	)		(2	)
Korean Won		(30	)		(38	)
Canadian Dollar		35			43

Foreign exchange financial instruments that are subject to the effects of currency fluctuations, which may affect reported earnings, include derivative financial instruments and other financial instruments denominated in a currency other than the functional currency of the legal entity holding the instrument. Derivative financial

74

instruments consist primarily of forward contracts and currency options. Other financial instruments denominated in a currency other than the functional currency of the legal entity holding the instrument consist primarily of short-term investments, as well as accounts payable and receivable. Accounts payable and receivable are reflected at fair value in the financial statements. The fair value of the foreign exchange financial instruments would hypothetically decrease by $32 million as of December 31, 2010 if the foreign currency rates were to change unfavorably by 10% from current levels. This hypothetical amount is suggestive of the effect on future cash flows under the following conditions: (i) all current payables and receivables that are hedged were not realized, (ii) all hedged commitments and anticipated transactions were not realized or canceled, and (iii) hedges of these amounts were not canceled or offset. The Company does not expect that any of these conditions will occur. The Company expects that gains and losses on the derivative financial instruments should offset gains and losses on the assets, liabilities and future transactions being hedged. If the hedged transactions were included in the sensitivity analysis, the hypothetical change in fair value would be immaterial. The foreign exchange financial instruments are held for purposes other than trading.

The Company did not have any fair value hedge activity during 2010. For each of the years ended December 31, 2010, 2009 and 2008, income (loss) representing the ineffective portion of changes in the fair value of cash flow hedge positions was de minimis. These amounts are included in Other, net within Other income (expense) in the Company’s combined statements of operations. The above amounts include the change in the fair value of derivative contracts related to the changes in the difference between the spot price and the forward price. These amounts are excluded from the measure of effectiveness. Expense (income) related to cash flow hedges that were discontinued for the years ended December 31, 2010, 2009 and 2008 are included in the amounts noted above.

During the years ended December 31, 2010, 2009 and 2008, income (expense) of $(2) million, $(8) million and $7 million, respectively, was reclassified from equity to earnings in the Company’s combined statements of operations.

The Company did not have any derivative instruments that hedged forecasted transactions as of December 31, 2010.

Interest Rate Risk

At December 31, 2010 and 2009, the Company did not have any interest rate agreements in place.

Counterparty Risk

The use of derivative financial instruments exposes the Company to counterparty credit risk in the event of nonperformance by counterparties. However, the risk is limited to the fair value of the instruments when the derivative is in an asset position. Our Former Parent actively monitors its exposure to credit risk. At the present time, all of the counterparties have investment grade credit ratings. The Company is not exposed to material credit risk with any single counterparty.

Net Investment in Foreign Operations Hedge

At December 31, 2010 and 2009, the Company did not have any hedges of foreign currency exposure of net investments in foreign operations.

Fair Value of Financial Instruments

The Company’s financial instruments include short-term investments, accounts receivable, accounts payable, accrued liabilities, derivative financial instruments and other financing commitments. The Company’s available-for-sale investment portfolios and derivative financial instruments are recorded in the Company’s combined balance sheets at fair value. All other financial instruments are carried at cost, which is not materially different than the instruments’ fair values.

Equity Price Market Risk

At December 31, 2010, the Company’s available-for-sale securities portfolio had an approximate fair market value of $21 million, which represented a cost basis of $7 million and a net unrealized gain of $14 million. The value of the available-for-sale equity securities would change by $2 million as of December 31, 2010 if the price of the stock in each of the publicly traded companies were to change by 10%. These equity securities are held for purposes other than trading.

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Item 8: Financial Statements and Supplementary Data

INDEX TO FINANCIAL STATEMENTS

Motorola Mobility Holdings, Inc. and Subsidiaries

	Page
Combined Financial Statements as of December 31, 2010 and 2009 and for the years ended December 31, 2010, 2009 and 2008:
Report of Independent Registered Public Accounting Firm		76
Combined Statements of Operations for the years ended December 31, 2010, 2009 and 2008		77
Combined Balance Sheets as of December 31, 2010 and 2009		78
Combined Statements of Business Equity for the years ended  December 31, 2010, 2009 and 2008		79
Combined Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008		80
Notes to Combined Financial Statements		81

76

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Motorola Mobility Holdings, Inc.:

We have audited the accompanying combined balance sheets of Motorola Mobility Holdings, Inc. and subsidiaries (the “Company”) as of December 31, 2010 and 2009, and the related combined statements of operations, business equity, and cash flows for each of the years in the three-year period ended December 31, 2010. These combined financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these combined financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of Motorola Mobility Holdings, Inc. and subsidiaries as of December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles.

As discussed in note 2 to the combined financial statements, in 2010 the Company adopted revenue recognition guidance for multiple-deliverable revenue arrangements and certain revenue arrangements that include software elements.

Chicago, Illinois

February 18, 2011

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Motorola Mobility Holdings, Inc. and Subsidiaries

Combined Statements of Operations

	Years Ended December 31
(In millions, except per share amounts)	2010			2009			2008
Net revenues	$	11,460		$	11,050		$	17,099
Costs of sales		8,495			8,897			14,280
Gross margin		2,965			2,153			2,819
Selling, general and administrative expenses		1,592			1,486			2,218
Research and development expenditures		1,479			1,591			2,358
Other charges (income)		(182	)		287			283
Operating earnings (loss)		76			(1,211	)		(2,040	)
Other income (expense):
Interest income (expense), net		(52	)		(41	)		28
Gains (losses) on sales of investments and business, net		—			(34	)		11
Other, net		(28	)		(49	)		64
Total other income (expense)		(80	)		(124	)		103
Loss before income taxes		(4	)		(1,335	)		(1,937	)
Income tax expense		75			—			1,035
Net loss		(79	)		(1,335	)		(2,972	)
Less: Earnings (loss) attributable to non-controlling interests		7			7			(3	)
Net loss attributable to Motorola Mobility Holdings, Inc.	$	(86	)	$	(1,342	)	$	(2,969	)
Loss per common share (Note 1):
Basic loss per common share	$	(0.29	)	$	(4.56	)	$	(10.09	)
Basic common shares outstanding		294.3			294.3			294.3

See accompanying Notes to Combined Financial Statements.

78

Motorola Mobility Holdings, Inc. and Subsidiaries

Combined Balance Sheets

	December 31
(In millions)	2010			2009
ASSETS
Accounts receivable, net	$	1,571		$	1,341
Inventories, net		843			688
Deferred income taxes		110			114
Other current assets		595			685
Total current assets		3,119			2,828
Property, plant and equipment, net		806			807
Investments		137			57
Deferred income taxes		49			48
Goodwill		1,396			1,285
Other assets		697			833
Total assets	$	6,204		$	5,858
LIABILITIES AND BUSINESS EQUITY
Accounts payable	$	1,731		$	1,430
Accrued liabilities		2,115			1,862
Total current liabilities		3,846			3,292
Other liabilities		603			627
Business equity:
Owner’s net investment		2,077			2,348
Accumulated other comprehensive loss		(345	)		(444	)
Total Motorola Mobility Holdings, Inc. equity		1,732			1,904
Non-controlling interests		23			35
Total business equity		1,755			1,939
Total liabilities and business equity	$	6,204		$	5,858

See accompanying Notes to Combined Financial Statements.

79

Motorola Mobility Holdings, Inc. and Subsidiaries

Combined Statements of Business Equity

(In millions)	Owner’s Net Investment			Accumulated Other Comprehensive Income (Loss)												Non-controlling Interests			Comprehensive Earnings (Loss)
				Fair Value Adjustment To Available For Sale Securities, Net of Tax			Foreign Currency Translation Adjustments, Net of Tax			Retirement Benefits Adjustments, Net of Tax			Other Items, Net of Tax
Balances at January 1, 2008		3,948			20			(516	)		(3	)		—			35
Net loss		(2,969	)														(3	)		(2,972	)
Net transfers from Motorola, Inc.		1,066
Net unrealized losses on securities (net of tax of $0)					(15	)														(15	)
Net loss on derivative instruments (net of tax of $0)														(1	)					(1	)
Dividends paid to non-controlling interest on subsidiary common stock																	(10	)
Foreign currency translation adjustments (net of tax of $0)								94												94
Balances at December 31, 2008		2,045			5			(422	)		(3	)		(1	)		22			(2,894	)
Net earnings (loss)		(1,342	)														7			(1,335	)
Net transfers from Motorola, Inc.		1,645															6
Retirement benefits adjustment (net of tax of $0)											(2	)								(2	)
Net unrealized gain on securities (net of tax of $0)					9															9
Net gain on derivative instruments (net of tax of $0)														1						1
Foreign currency translation adjustments (net of tax of $0)								(31	)											(31	)
Balances at December 31, 2009	$	2,348		$	14		$	(453	)	$	(5	)	$	—		$	35		$	(1,358	)
Net earnings (loss)		(86	)														7			(79	)
Net transfers to Motorola, Inc.		(185	)								(5	)
Dividends paid to non-controlling interest on subsidiary common stock																	(19	)
Foreign currency translation adjustments (net of tax of $0)								104												104
Balances at December 31, 2010	$	2,077		$	14		$	(349	)	$	(10	)	$	—		$	23		$	25

See accompanying Notes to Combined Financial Statements.

80

Motorola Mobility Holdings, Inc. and Subsidiaries

Combined Statements of Cash Flows

	Years Ended December 31
(In millions)	2010			2009			2008
Operating
Net loss attributable to Motorola Mobility Holdings, Inc.	$	(86	)	$	(1,342	)	$	(2,969	)
Less: Earnings (loss) attributable to non-controlling interests		7			7			(3	)
Net loss		(79	)		(1,335	)		(2,972	)
Adjustments to reconcile net loss to net cash provided by (used for) operating activities:
Depreciation and amortization		230			211			227
Non-cash other charges (income)		(36	)		30			309
Share-based compensation expense		163			166			147
Losses (gains) on sales of investments and business, net		—			34			(11	)
Deferred income taxes		5			(39	)		1,313
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
Accounts receivable		(228	)		(67	)		1,684
Inventories		(154	)		1,155			(65	)
Other current assets		89			7			686
Accounts payable and accrued liabilities		629			(1,368	)		(1,896	)
Other assets and liabilities		(13	)		102			(658	)
Net cash provided by (used for) operating activities		606			(1,104	)		(1,236	)
Investing
Acquisitions and investments, net		(148	)		(21	)		(73	)
Proceeds from (payments related to) sales of investments and business, net		13			(14	)		7
Distributions from investments		—			—			92
Capital expenditures		(143	)		(67	)		(151	)
Proceeds from sales of property, plant and equipment		1			21			11
Proceeds from sales of short-term investments, net		—			15			(29	)
Net cash used for investing activities		(277	)		(66	)		(143	)
Financing
Net transfers from (to) Motorola, Inc.		(383	)		1,186			1,298
Net cash provided by (used for) financing activities		(383	)		1,186			1,298
Effect of exchange rate changes on cash and cash equivalents		54			(16	)		81
Net increase (decrease) in cash and cash equivalents		—			—			—
Cash and cash equivalents, beginning of year		—			—			—
Cash and cash equivalents, end of year	$	—		$	—		$	—

See accompanying Notes to Combined Financial Statements.

81

Motorola Mobility Holdings, Inc. and Subsidiaries

Notes to Combined Financial Statements

(Dollars in millions, except as noted)

1.    Background and Basis of Presentation

Background

Motorola Mobility Holdings, Inc. (“Motorola Mobility” or “the Company”) is a provider of innovative technologies, products and services that enable a broad range of mobile and wireline, digital communication, information and entertainment experiences. The Company’s integrated products and platforms deliver rich multimedia content, such as video, voice, messaging and Internet-based applications and services to multiple screens, such as mobile devices, televisions and personal computers (“multi screens”). Our product portfolio primarily includes mobile devices, wireless accessories, set-top boxes and video distribution systems, and wireline broadband infrastructure products and associated customer premises equipment. We are focused on developing differentiated, innovative products to meet the expanding needs of consumers to communicate, to collaborate and to discover, consume, create and share content at a time and place of their choosing on multiple devices.

On January 4, 2011 (the “Distribution Date”), the separation of Motorola Mobility from Motorola, Inc., which effective January 4, 2011 changed its name to Motorola Solutions, Inc. (hereinafter, the “Former Parent”) (the “Separation”) was completed. Motorola Mobility is now an independent public company trading under the symbol “MMI” on the New York Stock Exchange. On January 4, 2011, the stockholders of record as of the close of business on December 21, 2010 (the “Record Date”) received one (1) share of Motorola Mobility common stock for each eight (8) shares of Motorola, Inc. common stock held as of the Record Date (the “Distribution”). Motorola Mobility did not issue fractional shares of its common stock in the Distribution. Fractional shares that Former Parent stockholders would otherwise have been entitled to receive were aggregated and sold in the public market by the distribution agent. The aggregate net cash proceeds of these sales were distributed ratably to those stockholders who would otherwise have been entitled to receive fractional shares.

At the time of the Distribution, the Former Parent contributed $3.2 billion in cash and cash equivalents to the Company (the “Distribution Date Contribution”).

Basis of Presentation

The combined financial statements have been derived from the consolidated financial statements and accounting records of the Former Parent principally representing the Mobile Devices and Home business segments, using the historical results of operations, and historical basis of assets and liabilities of the Company’s businesses. The historical financial statements also include allocations of certain Former Parent general corporate expenses. Management believes the assumptions and methodologies underlying the allocation of general corporate expenses from the Former Parent are reasonable. However, such expenses may not be indicative of the actual level of expense that would have been incurred by the Company if it had operated as an independent, publicly traded company or of the costs expected to be incurred in the future. As such, the combined financial statements included herein may not necessarily reflect the Company’s results of operations, financial position or cash flows in the future or what its results of operations, financial position or cash flows would have been had the Company been an independent, publicly traded company during the periods presented. Because a direct ownership relationship did not exist among all the various worldwide entities comprising the Company, the Former Parent’s net investment in the Company is presented as Owner’s net investment, rather than stockholders’ equity, in the combined balance sheets. Transactions between Mobile Devices and Home and other Former Parent operations have been identified in the combined statements as transactions between related parties (see Note 3, “Relationship with the Former Parent”).

The computation of basic earnings (loss) per common share for all periods through December 31, 2010, is calculated using the number of shares of Motorola Mobility common stock outstanding on January 4, 2011, following the distribution of one share of Motorola Mobility Holdings, Inc. common stock for every eight shares of Motorola, Inc. common stock. No measure of diluted earnings (loss) per common share is presented since there were no actual shares outstanding prior to Separation.

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2.    Summary of Significant Accounting Policies

Principles of Combination:    The combined financial statements include the assets and liabilities of the Company’s businesses that will be transferred from the Former Parent as well as certain allocations discussed above. All significant intercompany transactions and balances between and among the Mobile Devices and Home businesses have been eliminated in consolidation.

Revenue Recognition:    In October 2009, the Financial Accounting Standards Board (“FASB”) issued new guidance which amended the accounting standards for revenue arrangements with multiple deliverables. The new guidance changes the criteria required to separate deliverables into separate units of accounting when they are sold in a bundled arrangement and requires an entity to allocate an arrangement’s consideration using estimated selling prices (“ESP”) of deliverables if a vendor does not have vendor-specific objective evidence of selling price (“VSOE”) or third-party evidence of selling price (“TPE”). The new guidance also eliminates the use of the residual method to allocate an arrangement’s consideration.

In October 2009, the FASB also issued new guidance to remove from the scope of software revenue recognition guidance tangible products containing software components and non-software components that function together to deliver the tangible product’s essential functionality.

The new accounting guidance is effective for revenue arrangements entered into or materially modified after June 15, 2010. The standards permit prospective or retrospective adoption as well as early adoption. The Former Parent elected to early adopt this guidance at the beginning of the first quarter of 2010 on a prospective basis for applicable arrangements that were entered into or materially modified after January 1, 2010.

The Company’s material revenue streams are the result of a wide range of activities, from the delivery of stand-alone equipment to custom design and installation over a period of time to bundled sales of devices, equipment, software and services. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collectibility of the sales price is reasonably assured. In addition to these general revenue recognition criteria, the following specific revenue recognition policies are followed:

Products and Equipment—For product and equipment sales, revenue recognition generally occurs when products or equipment have been shipped, risk of loss has transferred to the customer, objective evidence exists that customer acceptance provisions have been met, no significant obligations remain and allowances for discounts, price protection, returns and customer incentives can be reasonably and reliably estimated. Recorded revenues are reduced by these allowances. The Company bases its estimates of these allowances on historical experience taking into consideration the type of products sold, the type of customer, and the specific type of transaction in each arrangement. Where customer incentives cannot be reasonably and reliably estimated, the Company recognizes revenue at the time the product sells through the distribution channel to the end customer.

Services—Revenue for services is generally recognized ratably over the contract term as services are performed.

Software and Licenses—Revenue from pre-paid perpetual licenses is recognized at the inception of the arrangement, presuming all other relevant revenue recognition criteria are met. Revenue from non-perpetual licenses or term licenses is recognized ratably over the period that the licensee uses the license. Revenue from software maintenance, technical support and unspecified upgrades is generally recognized over the period that these services are delivered.

Multiple-Element Arrangements—Arrangements with customers may include multiple deliverables, including any combination of products, equipment, services and software. These multiple element arrangements could also include an element accounted for as a long-term contract coupled with other products, equipment, services and software. For the Company’s multiple-element arrangements where at least one of the deliverables is not subject to existing software revenue recognition guidance, deliverables are separated into more than one unit of accounting when (i) the delivered element(s) have value to the customer on a stand-alone basis, and (ii) delivery of the undelivered element(s) is probable and substantially in the control of the Company. Based on the new accounting guidance adopted January 1, 2010, revenue is then allocated to each unit of accounting based on the relative selling price of each unit of accounting based first on VSOE if it exists, based next on TPE if VSOE does not exist, and, finally, if both VSOE and TPE do not exist, based on ESP.

• VSOE—In many instances, products are sold separately in stand-alone arrangements as customers may support the products themselves or purchase support on a time and materials basis. Additionally, advanced

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services such as general consulting, network management or advisory projects are often sold in stand-alone arrangements. Technical support services are also often sold separately through renewals of annual contracts. The Company determines VSOE based on its normal pricing and discounting practices for the specific product or service when sold separately. In determining VSOE, the Company requires that a substantial majority of the selling prices for a product or service fall within a reasonably narrow pricing range, generally evidenced by the pricing rates of approximately 80% of such historical stand-alone transactions falling within plus or minus 15% of the median rate. In addition, the Company considers the geographies in which the products or services are sold, major product and service groups, customer classification, and other environmental or marketing variables in determining VSOE.

• TPE—VSOE generally exists only when the Company sells the deliverable separately. When VSOE does not exist, the Company attempts to determine TPE based on competitor prices for similar deliverables when sold separately. Generally, the Company’s go-to-market strategy for many of its products differs from that of its peers and its offerings contain a significant level of customization and differentiation such that the comparable pricing of products with similar functionality sold by other companies cannot be obtained. Furthermore, the Company is unable to reliably determine what similar competitor products’ selling prices are on a stand-alone basis. Therefore, the Company is typically not able to determine TPE.

• ESP—The objective of ESP is to determine the price at which the Company would transact a sale if the product or service were sold on a stand-alone basis. When both VSOE and TPE do not exist, the Company determines ESP for the arrangement element by first collecting all reasonably available data points including sales, cost and margin analysis of the product, and other inputs based on the Company’s normal pricing practices. Second, the Company makes any reasonably required adjustments to the data based on market and Company-specific factors. Third, the Company stratifies the data points, when appropriate, based on customer, magnitude of the transaction and sales volume.

Once elements of an arrangement are separated into more than one unit of accounting, revenue is recognized for each separate unit of accounting based on the nature of the revenue as described above.

The Company’s arrangements with multiple deliverables may also contain a stand-alone software deliverable that is subject to the existing software revenue recognition guidance. The revenue for these multiple-element arrangements is allocated to the software deliverable and the non-software deliverable(s) based on the relative selling prices of all of the deliverables in the arrangement using the hierarchy in the new revenue accounting guidance. In circumstances where the Company cannot determine VSOE or TPE of the selling price for all of the deliverables in the arrangement, including the software deliverable, ESP is used for the purpose of allocating the arrangement consideration.

The Company’s arrangements with multiple deliverables may be comprised entirely of deliverables that are all still subject to the existing software revenue recognition guidance. For these arrangements, revenue is allocated to the deliverables based on VSOE. Should VSOE not exist for the undelivered software element, revenue is deferred until either the undelivered element is delivered or VSOE is established for the element, whichever occurs first. When the fair value of a delivered element has not been established, but fair value exists for the undelivered elements, the Company uses the residual method to recognize revenue if the fair value of all undelivered elements is determinable. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement consideration is allocated to the delivered elements and is recognized as revenue.

Net revenues as reported and pro forma net revenues that would have been reported during the year ended December 31, 2010 if the transactions entered into or materially modified after January 1, 2010 were still subject to the previous accounting guidance are shown in the following table:

Year Ended December 31, 2010	As Reported		Pro Forma Basis
Net revenues	$	11,460	$	8,170

For the year ended December 31, 2010, the difference between the amount of revenue recorded under the new accounting guidance for revenue recognition as compared to the pro forma amount that would have been recorded under the prior accounting guidance relates primarily to sales of smartphones by the Company’s Mobile Devices segment. The pro forma basis revenue reflects the recognition of revenue related to smartphones that contain a service element and unspecified software upgrade rights under a subscription-based model under which revenue is

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recognized ratably over the estimated expected life of the smartphone as the Company was unable to determine VSOE for the undelivered element in the transaction. To the extent that the smartphone arrangement contains a specified software upgrade right, revenue under the subscription model is deferred until the specified software upgrade is delivered as the Company was unable to determine VSOE for the specified software upgrade right. Once the specified software upgrade is delivered, revenue is then recognized under the subscription-based model over the remainder of the estimated expected life of the smartphone. The as reported revenue reflects the allocation of revenue related to smartphones shipped under arrangements executed during the year ended December 31, 2010 using ESP for the device, the service, specified software upgrade rights, when applicable, and the unspecified software upgrade rights, resulting in a lower deferral of revenue than under prior accounting guidance. Both the as reported revenue and the pro forma basis revenue contain the revenue recognized under the subscription-based revenue recognition model related to smartphones that contain a service element and unspecified software that shipped under arrangements executed during the year ended December 31, 2009.

Based on the Company’s current sales strategies, the newly adopted accounting guidance for revenue recognition is not expected to have a significant effect on the timing and pattern of revenue recognition for sales in periods after the initial adoption when applied to multiple-element arrangements, except for the continued impact on smartphone revenue recognition.

Sales and Use Taxes—The Company records taxes imposed on revenue-producing transactions, including sales, use, value added and excise taxes, on a net basis with such taxes excluded from revenue.

Investments:    Investments in equity classified as available-for-sale are carried at fair value. Equity securities that are restricted for more than one year or that are not publicly traded are carried at cost. Certain investments are accounted for using the equity method if the Company has significant influence over the issuing entity. The Company assesses declines in the fair value of investments to determine whether such declines are other-than-temporary. This assessment is made considering all available evidence, including changes in general market conditions, specific industry and individual company data, the length of time and the extent to which the fair value has been less than cost, the financial condition and the near-term prospects of the entity issuing the security, and the Company’s ability and intent to hold the investment until recovery. Other-than-temporary impairments of investments are recorded to Other within Other income (expense) in the Company’s combined statements of operations in the period in which they become impaired.

Warranty Costs:    The Company provides for the estimated cost of hardware and software warranties at the time the related revenue is recognized based on historical and projected warranty claim rates, historical and projected cost-per-claim, and knowledge of specific product failures that are outside of the Company’s typical experience. Each quarter, the Company reevaluates its estimates to assess the adequacy of its recorded warranty liabilities considering the size of the installed base of products subject to warranty protection and adjusts the amounts as necessary. If actual product failure rates or repair costs differ from estimates, revisions to the estimated warranty liability would be required and could materially affect the Company’s results of operations and cash flows.

Inventories:    Inventories are valued at the lower of average cost (which approximates cost on a first-in, first-out basis) or market (net realizable value or replacement cost).

Property, Plant and Equipment:    Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is recorded primarily using a straight-line method, based on the estimated useful lives of the assets (buildings and building equipment, 5-40 years; machinery and equipment, 2-10 years) and commences once the assets are ready for their intended use.

Goodwill and Intangible Assets:    Goodwill is tested for impairment at least annually. The Company performs the goodwill impairment test at the reporting unit level through a two-step analysis. First, the fair value of each reporting unit is compared to its book value. If the fair value of the reporting unit is less than its book value, the Company performs a hypothetical purchase price allocation based on the reporting unit’s fair value to determine the fair value of the reporting unit’s goodwill. Fair value is determined using a combination of present value techniques and market prices of comparable businesses. Intangible assets are generally amortized on a straight line basis over their respective estimated useful lives ranging from two to 14 years. The Company has no intangible assets with indefinite useful lives.

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Impairment of Long-Lived Assets:    Long-lived assets, which include intangible assets, held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. The Company evaluates recoverability of assets to be held and used by comparing the carrying amount of an asset or asset group to future net undiscounted cash flows to be generated by the asset or asset group. If an asset is considered to be impaired, the impairment to be recognized is equal to the amount by which the carrying amount of the asset exceeds the asset’s fair value calculated using a discounted future cash flow analysis or market comparables. Assets held for sale, if any, are reported at the lower of the carrying amount or fair value less cost to sell.

Income Taxes:    For purposes of the combined financial statements, the Company’s income tax expense and deferred tax balances have been recorded as if the Company had filed tax returns on a separate return basis (“hypothetical carve-out basis”) from the Former Parent. The calculation of income taxes for the Company on a hypothetical carve-out basis requires a considerable amount of judgment and use of both estimates and allocations. Historically, the Company has operated as divisions within the Former Parent’s group of legal entities, including a U.S. consolidated group and non-U.S. subsidiaries. In most cases, the tax losses and tax credits generated by the Company, while divisions within the Former Parent’s legal entities and included in these financial statements, have been available for use by the Former Parent’s other businesses and will remain with the Former Parent post-Separation. Additionally, as part of the Separation, the Former Parent entered into taxable transactions when separating the Company’s non-U.S. assets and liabilities into separate non-U.S. subsidiaries of the Company. As a result of taxable separation transactions, the deferred tax balances as calculated on a hypothetical carve-out basis will differ from the deferred tax balances of the Company once legally separated.

The Former Parent manages its tax position for the benefit of its entire portfolio of businesses. The Former Parent’s tax strategies are not necessarily reflective of the tax strategies the Company would have followed or will follow as a stand-alone company, or were they necessarily strategies that optimized the Company’s stand-alone tax position. As a result, the Company’s deferred tax balances and effective tax rate as a stand-alone entity will differ significantly from those prevailing in historical periods.

The Company reflected deferred tax assets and liabilities on a hypothetical carve-out basis to recognize the expected future tax benefits or cost of events that have been reported in different years for financial statement purposes than for tax purposes and operating losses and tax credit carry forwards. Deferred tax assets and liabilities are determined based on the difference between the combined financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which these items are expected to reverse.

Deferred tax assets are reduced by valuation allowances if, based on the consideration of all available evidence, it is more likely than not that some portion of the deferred tax asset will not be realized. Significant weight is given to evidence that can be objectively verified. The Company evaluates deferred income taxes on a quarterly basis to determine if valuation allowances are required by considering available evidence. Deferred tax assets are realized by having sufficient future taxable income to allow the related tax benefits to reduce taxes otherwise payable. The sources of taxable income that may be available to realize the benefit of deferred tax assets are future reversals of existing taxable temporary differences, future taxable income exclusive of reversing temporary differences and carry forwards, taxable income in carry-back years and tax planning strategies that are both prudent and feasible.

Foreign Currency:    Certain of the Company’s non-U.S. operations use their respective local currency as their functional currency. Those operations that do not have the U.S. dollar as their functional currency translate assets and liabilities at current rates of exchange in effect at the balance sheet date and revenues and expenses using rates that approximate those in effect during the period. The resulting translation adjustments are included as a component of Accumulated other comprehensive income (loss) in the Company’s combined balance sheets. For those operations that have the U.S. dollar as their functional currency, transactions denominated in the local currency are measured in U.S. dollars using the current rates of exchange for monetary assets and liabilities and historical rates of exchange for nonmonetary assets. Gains and losses from remeasurement of monetary assets and liabilities are included in Other within Other income (expense) within the Company’s combined statements of operations.

Derivative Instruments:    The Former Parent primarily uses a worldwide centralized approach to manage financial instruments to reduce its overall exposure to the effects of currency fluctuations on cash flows.

Historically, the Company had its exposures managed by the Former Parent, and the Former Parent’s program viewed the combined exposures of all of the businesses of the Former Parent. The Former Parent enters into a hedge

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based upon a net position of the currency. The gains and losses on the hedges of existing assets or liabilities are marked-to-market at a combined basis. Gains and losses on financial instruments that qualify for hedge accounting and are used to hedge firm future commitments or forecasted transactions are deferred until such time as the underlying transactions are recognized or recorded immediately when the transaction is no longer expected to occur. Gains or losses on financial instruments that do not qualify as hedges are recognized immediately as income or expense.

For the purposes of the Company’s combined financial statements, the Company allocated hedges transacted by the Former Parent through normal business practices of the Company on a net position as of the balance sheet dates. Then, the gains and losses on the allocated hedges of existing assets or liabilities are marked-to-market and the result is included in Other within Other income (expense) within the Company’s combined statements of operations.

Share-Based Compensation Costs:    The Company’s employees participate in the Former Parent’s incentive compensation plans that reward employees with stock options, stock appreciation rights (“SARs”), restricted stock and restricted stock units (“RSUs”), as well as an employee stock purchase plan (together, “Motorola’s Incentive Plans”). The Company’s combined statements of operations include expenses related to the Company’s employees’ participation in Motorola’s Incentive Plans, as well as an allocation of expenses related to the Former Parent’s corporate employees who participate in Motorola’s Incentive Plans. These expenses are allocated based on awards granted to the Company’s employees and based on a three-part formula that averages the relative percentage of the Company’s net revenues, payroll, and net property, plant and equipment/inventory to the respective total Former Parent amounts for awards granted to the Former Parent’s corporate employees. The amount of compensation cost for these share-based awards is measured based on the fair value of the awards, as of the date that the share-based awards are granted and adjusted to the estimated number of awards that are expected to vest. The fair value of stock options, SARs and the employee stock purchase plan is generally determined using a Black-Scholes option pricing model which incorporates assumptions about expected volatility, risk free rate, dividend yield, and expected life. The fair value of restricted stock and RSUs represents the number of awards granted multiplied by the closing market price of the stock on the date the awards are granted. Compensation cost for share-based awards is recognized on a straight-line basis over the vesting period.

Retirement Benefits:    The Former Parent records annual expenses relating to its defined benefit pension and post retirement plans based on calculations which include various actuarial assumptions, including discount rates, assumed asset rates of return, compensation increases, turnover rates and health care cost trend rates. The Former Parent reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends. The resulting effects of the gains, losses and prior service costs and credits are amortized over future service periods. A portion of the Former Parent’s defined benefit pension and postretirement plan expenses have been allocated to the Company’s combined statements of operations. Upon reorganization on July 31, 2010, the Company adopted a consistent accounting policy for its Non-U.S. plans. The funded status, or projected benefit obligation less plan assets, of the Non-U.S. plans is reflected in the Company’s consolidated balance sheet using a December 31, 2010 measurement date.

Advertising Expense:    Advertising expenses, which are the external costs of marketing the Company’s products, are expensed as incurred and are included in Selling, general and administrative expenses. Advertising expenses were $393 million, $264 million and $569 million for the years ended December 31, 2010, 2009 and 2008, respectively.

Use of Estimates:    The preparation of the accompanying combined financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of accounts receivable, inventories, investments, goodwill, intangible and other long-lived assets, legal contingencies, guarantee obligations, indemnifications, and assumptions used in the calculation of income taxes, retirement and other post-employment benefits and allowances for discounts, price protection, product returns, and customer incentives, among others. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic and competitive environment, which management believes to be reasonable under the circumstances. We adjust such estimates and assumptions

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when facts and circumstances dictate. Illiquid credit markets, volatile equity, foreign currency, energy markets and declines in consumer demand or spending have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.

Recent Accounting Pronouncements:    In January 2010, the Financial Accounting Standards Board (“FASB”) issued new guidance related to fair value disclosure requirements. Under the new guidance, companies will be required to make additional disclosures concerning significant transfers of amounts between the Level 1 and Level 2 fair value disclosures, as well as further disaggregation of the types of activity that were previously disclosed in the roll forward of Level 3 fair value disclosures. Further, the guidance requires a lower level of groupings from major categories of asset and liabilities to classes of assets and liabilities. This guidance is effective for interim periods beginning after December 15, 2009. The Company has adopted this guidance effective January 1, 2010.

In June 2009, the FASB issued new authoritative guidance amending the accounting for transfers of financial assets. Key provisions of this amended guidance include: (i) the removal of the concept of qualifying special purpose entities, (ii) the introduction of the concept of a participating interest, in circumstances in which a portion of a financial asset has been transferred, and (iii) the requirement that to qualify for sale accounting the transferor must evaluate whether it maintains effective control over transferred financial assets either directly or indirectly. Additionally, this guidance requires enhanced disclosures about transfers of financial assets and a transferor’s continuing involvement. The Company has adopted this guidance effective January 1, 2010. This adoption did not have a material impact on the Company’s combined financial statements.

In June 2009, the FASB issued authoritative guidance to amend the manner in which entities evaluate whether consolidation is required for variable interest entities (“VIEs”). The model for determining whether an enterprise has a controlling financial interest and is the primary beneficiary of a VIE has changed significantly under the new guidance. Previously, variable interest holders had to determine whether they had a controlling financial interest in a VIE based on a quantitative analysis of the expected gains and/or losses of the entity. In contrast, the new guidance requires an enterprise with a variable interest in a VIE to qualitatively assess whether it has a controlling financial interest in the entity and, if so, whether it is the primary beneficiary. Furthermore, this guidance requires that companies continually evaluate VIEs for consolidation, rather than assessing VIEs based only upon the occurrence of triggering events. This guidance also requires enhanced disclosures about how a company’s involvement with a VIE affects its financial statements and exposure to risks. The Company has adopted this guidance effective January 1, 2010. This adoption did not have a material impact on the Company’s combined financial statements.

In May 2009, the Financial Accounting Standards Board (“FASB”) issued guidance establishing general standards for accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This guidance, among other things, sets forth the period after the balance sheet date during which management should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures an entity should make about events or transactions that occurred after the balance sheet date. In February 2010, new guidance was issued which removes the requirement for public companies to disclose the date through which subsequent events were reviewed. The company has evaluated subsequent events after December 31, 2010, through the date the financial statements were issued.

3.    Relationship with the Former Parent

The Company designs, manufactures, sells and services wireless mobile devices with integrated software and accessory products to other Former Parent businesses. The Company’s net revenues generated from sales to other Former Parent businesses included in net revenues in the Company’s combined statement of operations were $17 million, $45 million and $53 million for the years ended December 31, 2010, 2009 and 2008, respectively. Accounts receivable from sales to other Former Parent businesses were de minimis as of December 31, 2010, as compared to $6 million as of December 31, 2009, and are included in Accounts receivable in the Company’s combined balance sheets. Accounts payable from purchases from other Former Parent businesses were $1 million as of both December 31, 2010 and 2009, and are included in Accounts payable in the Company’s combined balance sheets.

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The combined statements of operations include expense allocations for certain corporate functions historically provided by the Former Parent including:

Leveraged services expenses:    Represents costs related to corporate functions such as information technology (“IT”), real estate, accounting, treasury, tax, legal, human resources and other services. The allocation is based on the level of services received by the Company in proportion to the total services provided by each functional area. These allocations are reflected in Costs of sales, Selling, general and administrative expenses and Research and development expenditures in the Company’s combined statements of operations.

The allocation of IT costs is primarily based on the number of system users, the allocation of real estate costs is based on the amount of square footage occupied, and the allocation of human resources costs is based on employee headcount. The allocation of the cost of all other services is based on the specific level of effort or a three-part formula that averages the relative percentage of the Company’s net revenues, payroll and net property, plant and equipment/inventory to the respective Former Parent totals.

Employee benefits and incentives:    Represents fringe benefit costs and other employee benefits and incentives. Fringe benefits include 401(k) match and incentive programs, pension plan, retiree health care and group healthcare costs. Such costs are allocated to the Company as follows:

• 401(k) and other defined contribution plans based on contributions made by the Former Parent to plan participants employed at the Company

• Defined benefit pension plans based on eligible compensation of plan participants employed at the Company

• Retiree health care based on eligible years of service to the Company

• Group health care benefits based on employee headcount

Such amounts are reflected in Costs of sales, Selling, general and administrative expenses and Research and development expenditures within the Company’s combined statements of operations. Other employee benefits and incentives include officers and supplemental pension, share-based compensation and incentive program costs. These costs are allocated on a specific employee identification basis with a proportional allocation of corporate employee related costs. These costs are reflected in Costs of sales, Selling, general and administrative expenses, and Research and development expenditures in the Company’s combined statements of operations.

Basic research:    Represents costs of basic long-term research conducted by certain engineers in the Former Parent’s corporate functions. The allocation is based on a three-part formula that averages the relative percentage of the Company’s net revenues, payroll, and net property, plant and equipment/inventory to the respective total Former Parent amounts. These amounts are reflected in Research and development expenditures in the Company’s combined statements of operations. Beginning in 2008 and continuing in 2009 and 2010, certain engineers in the Former Parent’s corporate functions were transferred to the Company’s businesses.

Interest expense (income):    Represents the interest income primarily earned by the Former Parent from the consolidated cash and cash equivalent balances and the investment returns held in the Former Parent’s Sigma Fund, as well as the interest expense primarily recognized by the Former Parent for its outstanding long-term debt. The allocation is based on the Company’s total assets as a percentage of the the Former Parent’s total assets, less cash and cash equivalents and Sigma Fund included in the Former Parent’s consolidated balance sheets. These amounts are reflected in Interest income (expense), net within Other income (expense), in the Company’s combined statements of operations.

The following table presents the expense (income) allocations reflected in the Company’s combined statements of operations:

Years Ended December 31	2010		2009		2008
Leveraged services expenses	$	462	$	615	$	952
Employee benefits and incentives		445		372		382
Basic research		5		11		38
Interest expense (income)		50		43		(24	)
	$	962	$	1,041	$	1,348

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The Company and the Former Parent consider these leveraged services expenses, employee benefits and incentives, basic research and interest expense (income) allocations to be a reasonable reflection of the utilization of services provided.

The Former Parent primarily uses a worldwide centralized approach to cash management and the financing of its operations with all related activity between the Company and the Former Parent reflected as equity transactions in Owner’s net investment in the Company’s combined balance sheets. Types of intercompany transactions between the Company and the Former Parent include: (i) cash deposits from the Company’s businesses which are transferred to the Former Parent on a regular basis, (ii) cash borrowings from the Former Parent used to fund operations, capital expenditures, or acquisitions, (iii) charges (benefits) for income taxes, and (iv) allocations of the Former Parent’s corporate expenses identified above.

The Former Parent owns many of its major facilities and identifies a landlord for each facility based on the primary resident of the facility. At December 31, 2009, $163 million was allocated to the Company’s combined balance sheets for certain facility assets where the Company occupies space within the facility, but is not the landlord of the facility. The allocation was based on the estimated square footage occupied by the Company’s employees as a percentage of the total square footage of the facility. As of December 31, 2010, all of the Company’s facilities had been transferred from the Former Parent to the Company. The transfer of these assets eliminated the need for the related allocation.

When necessary, the Former Parent has provided the Company funds for its operating cash needs. The Company’s funds in excess of working capital needs have been advanced to the Former Parent. Intercompany accounts are maintained for such borrowings that occur between the Company’s operations and the Former Parent. For purposes of the combined statements of cash flows, the Company reflects intercompany activity as a financing activity.

In conjunction with the Separation, as of July 31, 2010 the Company entered into a series of agreements with the Former Parent which are intended to govern the relationship between the Company and the Former Parent going forward. These agreements include a Master Separation and Distribution Agreement, intellectual property agreements, a trademark license agreement, a tax sharing agreement and an employee matters agreement. The Company has also entered into other related agreements with the Former Parent including transition services agreements.

The terms of the Master Separation and Distribution Agreement with the Former Parent provide that the net amount due from the Company to the Former Parent at the closing date of the Separation, will remain classified as equity forming a part of the continuing equity of the Company. Amounts due from/to the Former Parent arising from transactions subsequent to the Separation, will be recorded within due to/from the Former Parent net, as these amounts will be settled in cash.

The following is a reconciliation of the amounts presented as Net transfers from (to) the Former Parent on the combined statements of business equity to the corresponding amounts presented on the combined statements of cash flows:

Year Ended December 31,	2010			2009			2008
Net transfers from (to) Motorola, Inc. per combined statements of business equity	$	(185	)	$	1,645		$	1,066
Allocation of stock compensation expense from Motorola, Inc.		(163	)		(166	)		(147	)
Non-cash transfers of assets and liabilities to (from) Motorola, Inc., net*		(35	)		(293	)		379
Net transfers from (to) Motorola, Inc. per combined statements of cash flows	$	(383	)	$	1,186		$	1,298

* Non-cash transfers consists primarily of changes in allocated income tax balances and other Corporate assets and liabilities.

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4.    Other Financial Data

Statements of Operations Information

Other Charges (Income)

Other charges (income) included in Operating earnings (loss) consist of the following:

Years Ended December 31	2010			2009		2008
Other charges (income):
Reorganization of businesses	$	46		$	155	$	151
Intangible asset amortization		55			57		64
Goodwill impairment		—			—		55
Intangible asset impairments		—			—		13
Legal settlements		(283	)		75		—
	$	(182	)	$	287	$	283

Other Income (Expense)

Interest income (expense), net, and Other, net, both included in Other income (expense), consist of the following:

Years Ended December 31	2010			2009			2008
Interest income (expense), net:
Interest expense	$	(84	)	$	(70	)	$	(71	)
Interest income		32			29			99
	$	(52	)	$	(41	)	$	28
Other, net:
Foreign currency loss	$	(29	)	$	(45	)	$	(67	)
Investment impairments		(10	)		(11	)		(36	)
U.S. pension plan freeze curtailment gain		—			—			99
Liability extinguishment gain		—			—			56
Other		11			7			12
	$	(28	)	$	(49	)	$	64

Balance Sheet Information

Investments

Investments consist of the following:

	Recorded Value		Less				Cost Basis
December 31, 2010	Investments		Unrealized Gains		Unrealized Losses
Available-for-sale securities:
Common stock and equivalents	$	21	$	14	$	—	$	7
Other securities, at cost		89		—		—		89
Equity method investments		27		—		—		27
	$	137	$	14	$	—	$	123

	Recorded Value		Less				Cost Basis
December 31, 2009	Investments		Unrealized Gains		Unrealized Losses
Available-for-sale securities:
Common stock and equivalents	$	21	$	14	$	—	$	7
Other securities, at cost		10		—		—		10
Equity method investments		26		—		—		26
	$	57	$	14	$	—	$	43

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At both December 31, 2010 and December 31, 2009, the Company had no short-term investments (which are highly-liquid fixed-income investments with an original maturity greater than three months but less than one year).

The increase in other securities, at cost within Investments at December 31, 2010 compared to December 31, 2009 was due to the transfer of certain investments from the Former Parent to the Company during the second quarter of 2010 in preparation for the Separation.

At both December 31, 2010 and 2009, the Company’s available-for-sale securities portfolio had an approximate fair market value of $21 million, which represented a cost basis of $7 million and a net unrealized gain of $14 million.

During the years ended December 31, 2010, 2009 and 2008, the Company recorded investment impairment charges of $10 million, $11 million and $36 million, respectively, representing other-than-temporary declines in the value of the Company’s investment portfolio. Investment impairment charges are included in Other, net, within Other income (expense) in the Company’s combined statements of operations.

Gains (losses) on sales of investments and business, net, included in other income (expense), consists of the following:

Years Ended December 31	2010		2009			2008
Gains (losses) on sales of investments, net	$	—	$	(1	)	$	11
Loss on sale of business, net		—		(33	)		—
	$	—	$	(34	)	$	11

During the year ended December 31, 2010, gains or losses related to the sales of investments or business was de minimis. During the year ended December 31, 2009, the $34 million of net loss primarily relates to sales of a specific business in the Mobile Devices segment. During the year ended December 31, 2008, the $11 million of net gains primarily related to sales of a number of the Company’s equity investments.

Accounts Receivable

Accounts receivable, net, consists of the following:

December 31	2010			2009
Accounts receivable	$	1,620		$	1,400
Less allowance for doubtful accounts		(49	)		(59	)
	$	1,571		$	1,341
Inventories
Inventories, net, consists of the following:
December 31	2010			2009
Finished goods	$	508		$	542
Work-in-process and production materials		724			680
		1,232			1,222
Less inventory reserves		(389	)		(534	)
	$	843		$	688
Other Current Assets
Other current assets consists of the following:
December 31	2010			2009
Contractor receivables	$	239		$	308
Deferred costs		163			164
Tax refunds receivable		103			113
Royalty license arrangements		44			48
Other		46			52
	$	595		$	685

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Property, Plant and Equipment

Property, plant and equipment, net, consists of the following:

December 31	2010			2009
Land	$	44		$	37
Buildings		716			627
Machinery and equipment		1,665			1,615
		2,425			2,279
Less accumulated depreciation		(1,619	)		(1,472	)
	$	806		$	807
Depreciation expense for the years ended December 31, 2010, 2009 and 2008 was $175 million, $154 million and $163 million, respectively.
Other Assets
Other assets consists of the following:
December 31	2010			2009
Royalty license arrangements	$	228		$	250
Intangible assets, net of accumulated amortization of $614 and $554		205			138
Deferred costs		180			285
Value-added tax refunds receivable		48			118
Other		36			42
	$	697		$	833
Accrued Liabilities
Accrued liabilities consists of the following:
December 31	2010			2009
Deferred revenue	$	325		$	303
Customer reserves		256			224
Compensation		246			169
Royalty license arrangements		211			133
Warranty reserves		206			156
Contractor payables		179			226
Tax liabilities		140			115
Other		552			536
	$	2,115		$	1,862
Other Liabilities
Other liabilities consists of the following:
December 31	2010			2009
Deferred revenue	$	224		$	327
Capital lease obligation		96			56
Defined benefit pension plans		93			21
Deferred income taxes		79			74
Unrecognized tax benefits		18			35
Other		93			114
	$	603		$	627

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5.     Risk Management

Derivative Financial Instruments

Foreign Currency Risk

The Company uses financial instruments to reduce its overall exposure to the effects of currency fluctuations on cash flows. All hedge transactions were executed by the Former Parent. Historically, the Company had its exposures managed by the Former Parent and the Former Parent’s program viewed the consolidated exposures of all of the businesses of the Former Parent. The Company’s policy prohibits speculation in financial instruments for profit on exchange rate price fluctuations, trading in currencies for which there are no underlying exposures, or entering into transactions for any currency to intentionally increase the underlying exposure. Instruments that are designated as part of a hedging relationship must be effective at reducing the risk associated with the exposure being hedged and are designated as part of a hedging relationship at the inception of the contract. Accordingly, changes in the market values of hedge instruments must be highly correlated with changes in market values of the underlying hedged items both at the inception of the hedge and over the life of the hedge contract.

The Company’s strategy related to foreign exchange exposure management is to offset the gains or losses on the financial instruments against losses or gains on the underlying operational cash flows or investments based on the operating business units’ assessment of risk. The Company enters into derivative contracts for some of the Company’s non-functional currency receivables and payables, which are primarily denominated in major currencies that can be traded on open markets. The Company typically uses forward contracts and options to hedge these currency exposures. In addition, the Company enters into derivative contracts for some firm commitments and some forecasted transactions, which are designated as part of a hedging relationship if it is determined that the transaction qualifies for hedge accounting under the provisions of the authoritative accounting guidance for derivative instruments and hedging activities. A portion of the Company’s exposure is from currencies that are not traded in liquid markets and these are addressed, to the extent reasonably possible, by managing net asset positions, product pricing and component sourcing.

At December 31, 2010, the Company had outstanding foreign exchange contracts totaling $608 million, compared to $622 million outstanding at December 31, 2009. Management believes that these financial instruments should not subject the Company to undue risk due to foreign exchange movements because gains and losses on these contracts should generally offset losses and gains on the underlying assets, liabilities and transactions, except for the ineffective portion of the instruments, which are charged to Other, net within Other income (expense) in the Company’s combined statements of operations.

The following table shows the five largest net notional amounts of the positions to buy or sell foreign currency as of December 31, 2010 and the corresponding positions as of December 31, 2009:

	Notional Amount
Net Buy (Sell) by Currency	December 31, 2010			December 31, 2009
Brazilian Real	$	(394	)	$	(348	)
Euro		(54	)		(9	)
India Rupee		(43	)		(2	)
Korean Won		(30	)		(38	)
Canadian Dollar		35			43

The Company did not have any fair value hedge activity during 2010. For each of the years ended December 31, 2010, 2009 and 2008, income (loss) representing the ineffective portion of changes in the fair value of cash flow hedge positions was de minimis. These amounts are included in Other, net within Other income (expense) in the Company’s combined statements of operations. The above amounts include the change in the fair value of derivative contracts related to the changes in the difference between the spot price and the forward price. These amounts are excluded from the measure of effectiveness. Expense (income) related to cash flow hedges that were discontinued for the years ended December 31, 2010, 2009 and 2008 are included in the amounts noted above.

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The Company did not have derivative instruments that hedged forecasted transactions as of December 31, 2010.

Counterparty Risk

The use of derivative financial instruments exposes the Company to counterparty credit risk in the event of nonperformance by counterparties. However, the risk is limited to the fair value of the instruments when the derivative is in an asset position. The Former Parent actively monitors its exposure to credit risk. At the present time, all of the counterparties have investment grade credit ratings. The Company is not exposed to material credit risk with any single counterparty.

The following table summarizes the effect of derivative instruments in our combined statements of operations:

Year Ended December 31, 2010	Loss on Derivative Instruments			Statement of Operations Location
Derivatives designated as hedging instruments:
Foreign exchange contracts	$	—		Foreign currency income (expense)
Derivatives not designated as hedging instruments:
Foreign exchange contracts		(44	)	Other income (expense)
Total derivatives not designated as hedging instruments	$	(44	)
Year Ended December 31, 2009	Loss on Derivative Instruments			Statement of Operations Location
Derivatives designated as hedging instruments:
Foreign exchange contracts	$	—		Foreign currency income (expense)
Derivatives not designated as hedging instruments:
Foreign exchange contracts		(76	)	Other income (expense)
Total derivatives not designated as hedging instruments	$	(76	)

Business Equity

Derivative instruments activity, net of tax, included in Accumulated other comprehensive income (loss) within the combined statements of business equity for the years ended December 31, 2010, 2009 and 2008 is as follows:

	2010			2009			2008
Balance at January 1	$	—		$	(1	)	$	—
Increase (decrease) in fair value		(2	)		(7	)		6
Reclassifications to earnings		2			8			(7	)
Balance at December 31	$	—		$	—		$	(1	)
Fair Value of Financial Instruments
The Company’s financial instruments include short-term investments, accounts receivable, accounts payable, accrued liabilities, derivative financial instruments and other financing commitments. The Company’s available-for-sale investment portfolios and derivative financial instruments are recorded in the Company’s combined balance sheets at fair value. All other financial instruments are carried at cost, which is not materially different than the instruments’ fair values.
Equity Price Market Risk
At December 31, 2010, the Company’s available-for-sale equity securities portfolio had an approximate fair market value of $21 million, comprised of a cost basis of $7 million and a net unrealized gain of $14 million. These equity securities are held for purposes other than trading.

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6. Income Taxes The Company’s operating results have been included in the Former Parent’s consolidated U.S. federal and state income tax returns, as well as included in many of the Former Parent’s tax filings for non-U.S. jurisdictions. The Company’s non-U.S. operations have primarily been conducted within the Former Parent’s non-U.S. subsidiaries which share operations with the Former Parent’s other businesses. For purposes of the Company’s combined financial statements, income tax expense and deferred tax balances have been recorded as if the Company had filed tax returns on a separate return basis (“hypothetical carve-out basis”) from its Former Parent. The Company’s contribution to the Former Parent’s tax losses and tax credits on a hypothetical carve-out basis has been included in these financial statements. The Company’s hypothetical carve-out basis tax loss and tax credit carry backs will not reflect the tax positions taken or to be taken by the Former Parent. In many cases tax losses and tax credits generated by the Company have been available for use by the Former Parent and will largely remain with the Former Parent post-Separation.
Components of earnings (loss) before income taxes are as follows:
Years Ended December 31	2010			2009			2008
United States	$	(101	)	$	(1,504	)	$	(2,301	)
Other countries		97			169			364
	$	(4	)	$	(1,335	)	$	(1,937	)
Components of income tax expense (benefit) are as follows:
Years Ended December 31	2010			2009			2008
United States	$	(3	)	$	(42	)	$	(449	)
Other countries		71			70			154
States (U.S.)		2			11			17
Current income tax expense (benefit)		70			39			(278	)
United States		12			11			977
Other countries		(7	)		(47	)		210
States (U.S.)		—			(3	)		126
Deferred income tax expense (benefit)		5			(39	)		1,313
Total income tax expense	$	75		$	—		$	1,035

The deferred tax assets and related valuation allowances in these combined financial statements have also been determined on a hypothetical carve-out basis separate from the Former Parent. The assessment of the valuation allowances requires considerable judgment on the part of management, with respect to benefits that could be realized from future taxable income, as well as other positive and negative factors. As the Company incurred cumulative taxable losses in the United States over a three year period commencing in 2008, the Company recorded in 2008 a $1.8 billion valuation allowance against the Company’s U.S. deferred tax assets, net of reversing taxable temporary differences. During 2008, the Company also recorded a $208 million valuation allowance against the deferred tax assets of certain foreign operations, based on losses incurred during 2008 and 2007.

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Differences between income tax expense (benefit) computed at the U.S. federal statutory tax rate of 35% and income tax expense (benefit) are as follows:

Years Ended December 31	2010			2009			2008
Income taxes at statutory rate	$	(1	)	$	(467	)	$	(678	)
Taxes on non-U.S. earnings		44			(26	)		42
State income taxes		(1	)		(24	)		(36	)
Valuation allowances		80			489			1,976
Other provisions		(66	)		17			(260	)
Other		19			11			(9	)
	$	75		$	—		$	1,035

Significant components of deferred tax assets (liabilities) are as follows:

December 31	2010			2009
Inventory	$	168		$	216
Accrued liabilities and allowances		147			151
Employee benefits		188			195
Capitalized items		984			696
Undistributed non-U.S. earnings		(120	)		(131	)
Tax loss and credit carry forwards		1,230			1,637
Warranty and customer reserves		145			101
Valuation allowances		(2,800	)		(2,896	)
Other		139			119
	$	81		$	88

On a hypothetical carve-out basis, the Company’s gross deferred tax assets were $3.2 billion and $3.4 billion at December 31, 2010 and 2009, respectively. Deferred tax assets, net of valuation allowances, were $406 million and $478 million at December 31, 2010 and 2009, respectively. Gross deferred tax liabilities were $325 million and $390 million at December 31, 2010 and 2009, respectively. At December 31, 2010 and 2009 the Company had deferred tax assets for U.S. tax loss and credit carry forwards, calculated on a hypothetical carve-out basis, of $1.1 billion and $1.5 billion, respectively. The U.S. tax loss and credit carry forwards are comprised of federal and state tax loss carry forwards, capital loss carry forwards, foreign tax credit and general business tax credit carry forwards. The decrease in the Company’s U.S. tax loss and credit carry forwards during 2010, as compared to 2009, is primarily attributable to the usage of tax loss and credit carry forwards and expiration of capital losses. At December 31, 2010 and 2009 certain of the Company’s non-U.S. operations had deferred tax assets from tax loss and credit carry forwards of $98 million and $172 million, respectively. The decrease in the non-U.S. tax loss and credit carry forwards primarily relates to usage of tax attributes during 2010 and loss of tax attributes, as a result of the transactions which took place to legally separate the Company’s non-U.S. operations from non-U.S. operations of the Former Parent. The resulting decrease in tax loss and credit carry forwards was offset by a decrease in valuation allowances.

The Company’s unrecognized tax benefits have been determined on a hypothetical carve-out basis. The Company records interest and penalties associated with unrecognized tax benefits as a component of interest expense and other expenses, respectively. The Company’s interest accrual on unrecognized tax benefits was determined based on an allocation of the Former Parent’s interest accrual on unrecognized tax benefits.

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A roll forward of unrecognized tax benefits is as follows:

	2010			2009
Balance at January 1	$	236		$	467
Additions based on tax positions related to current year		9			15
Additions for tax positions of prior years		6			39
Reductions for tax positions of prior years		(77	)		(53	)
Settlements		(73	)		(232	)
Balance at December 31	$	101		$	236

During the year ended December 31, 2010 the Company reduced its unrecognized tax benefits by $150 million, of which $73 million related to settlements with tax authorities and $77 million related to a reduction in unrecognized tax benefits for effective settlements and facts that now indicate the extent to which certain tax positions are more-likely-than-not of being sustained. Included in the $77 million of unrecognized tax benefits now being recognized is $64 million of deferred tax assets relating to tax carry forwards in tax jurisdictions which require full valuation allowances. The tax benefits on the carry forwards were previously unrecognized in the Company’s financial statements as the tax positions were not more-likely-than-not of being sustained. The recognition of the tax carry forwards increased the Company’s gross deferred tax assets and increased the Company’s valuation allowance resulting in a net zero tax benefit being recognized through the effective tax rate. The remaining $13 million reduction in unrecognized tax benefits favorably impacted the Company’s effective tax rate.

Included in the balance of total unrecognized tax benefits at December 31, 2010 are potential tax benefits of approximately $48 million, net of changes to valuation allowances, that if recognized would affect the effective tax rate.

Based on the potential outcome of the Company’s global tax examinations, the expiration of the statute of limitations for specific jurisdictions, or the continued ability to satisfy tax incentive obligations, it is reasonably possible that the unrecognized tax benefits allocated to the Company will change within the next 12 months. The associated net tax impact on the reserve balance, is estimated to be in the range of a $0 to $50 million decrease, with cash payments in the range of $0 to $70 million.

The Company’s U.S. operations are included in the Former Parent’s U.S. Federal consolidated income tax returns which are examined by the Internal Revenue Service (“IRS”). During the year ended December 31, 2010, the Former Parent concluded its IRS audits for the tax years 2004 through 2007. The Company also has audits pending in several tax jurisdictions as part of the Former Parent’s operations. Although the final resolution of the Company’s global tax disputes is uncertain, based on current information, in the opinion of the Company’s management, the ultimate disposition of these matters is not expected to have a material adverse effect on the Company’s combined financial position, liquidity or results of operations. However, an unfavorable resolution of the Company’s global tax disputes could have a material adverse effect on the Company’s combined financial position, liquidity or results of operations in the period in which the matters are ultimately resolved.

The Company and Former Parent have entered into a tax sharing agreement, which provides that the Company will not be responsible for any unrecognized tax benefits and related interest and penalties that are attributable to the Company while the Company shared in income tax filings with the Former Parent. The Company will be responsible for unrecognized tax benefits and related interest and penalties for periods it did not share in income tax filings with the Former Parent or in cases where the Company will take existing Former Parent entities upon Separation. A substantial portion of the Company’s unrecognized tax benefits and related interest and penalties are expected to remain with the Former Parent.

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7.    Employee Benefits

The combined statements of operations include expense allocations for certain fringe benefit costs and other employee benefits historically provided by the Former Parent including costs related to the Former Parent’s defined benefit and defined contribution pension plans, the post retirement healthcare plan, 401(k) match and profit sharing, group health benefits, restricted stock compensation and other incentive programs. Such costs are allocated to the Company as follows:

• 401(k) and other defined contribution plans based on contributions made by the Former Parent to participants employed at the Company

• Defined benefit pension plans based on eligible compensation of plan participants employed at the Company

• Retiree health care based on eligible years of service to the Company

• Group health care benefits based on employee headcount

These costs are reflected in Cost of sales, Selling, general and administrative expenses, and Research and development expenditures in the Company’s combined statements of operations. Total employee benefit costs allocated to the Company were $359 million, $328 million and $351 million for the years ended December 31, 2010, 2009 and 2008 respectively. Following the Separation, the Company will no longer reflect expenses in its combined statements of operations related to the Former Parent’s U.S. defined benefit pension plan or post retirement health care plan.

Defined Benefit Pension Plans

Prior to the reorganization of the Former Parent on July 31, 2010, the Company’s employees participated in various Former Parent retirement benefit plans, including: (i) the noncontributory pension (“Regular Pension Plan”), covering U.S. employees; (ii) the noncontributory supplemental Officers’ Plan (“Officers’ Plan”), covering U.S. employees; (iii) the noncontributory Motorola Supplement Pension Plan (“MSPP”), covering U.S. employees; (iv) various non-U.S. pension benefit plans; and (v) the Motorola Postretirement Health Care Benefits Plan, covering eligible U.S. employees. The Former Parent managed its worldwide pension and postretirement benefit plans on a consolidated basis and separate Company information was not readily available for the years ended December 31, 2009 and 2008. Therefore, the Company’s share of the Former Parent plans’ assets and liabilities are not included in the Company’s combined balance sheet for these years. The combined statements of operations include an allocation of the Former Parent’s costs of these pension and postretirement benefit plans of $52 million and $44 million for the years ended December 31, 2009 and 2008, respectively.

In addition to the Former Parent’s non-U.S. pension plans, the Company has a pension plan in Taiwan. The Company’s combined balance sheet includes a liability related to this plan of $20 million as of December 31, 2009. The Company’s combined statements of operations include expense of $2 million in each of the years ended December 31, 2009 and December 31, 2008.

Upon reorganization on July 31, 2010, the employees of the Former Parent’s Mobile Devices and/or Home businesses (including related corporate and shared services employees) were transferred to the Company (except certain non-U.S. employees for which transfer on such date was not possible and whose transfer was effected on a subsequent transfer date agreed to by the Former Parent and the Company). For U.S. employees, the Company established comparable employee benefit plans or programs for Motorola Mobility employees, except with respect to pension benefits, deferred compensation, post-employment health benefits and certain other programs. For non-U.S. employees, Motorola Mobility established or maintained employee benefit plans as were required under applicable law or necessary to ensure the transfer of employees without triggering severance obligations. The assets and liabilities related to the plans established and/or maintained are included in the Company’s consolidated balance sheet as of December 31, 2010 and the costs are included in the consolidated statement of operations for the year-ended December 31, 2010. The plans principally relate to employees in Germany, Taiwan, Japan and Korea (the “Non-U.S. plans”).

As of December 31, 2010, the fair value of our projected benefit obligation in aggregate for the Non-U.S. plans was $116 million and the fair value of our plan assets in aggregate was $27 million. As a result, the Non-U.S. plans

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are underfunded by $89 million at December 31, 2010 and are recorded as a net liability in the combined balance sheets. Unrecognized net gains (losses) are recorded in equity as a component of accumulated other comprehensive income (loss), net of tax. As of December 31, 2010, the amount recorded in accumulated other comprehensive income, net of tax, was $10 million. For the year-ended December 31, 2010, the combined statement of operations included $7 million of net periodic pension costs related to the Non-U.S. plans. The Company expects to make cash contributions of approximately $4 million to its non-U.S. pension plans in 2011.

The Company has adopted a pension investment policy designed to meet or exceed the expected rate of return on plan assets assumption. To achieve this, the pension plans, with the exception of Taiwan, retain professional investment managers that invest plan assets in equity and fixed income securities and cash. In addition, some plans invest in insurance contracts. In Taiwan, the pension assets are held by the Bank of Taiwan and the Company does not have the authority on how to invest the funds. The Company’s measurement date of its plan assets and obligations is December 31. The weighted average target allocation for the non-U.S. plans, excluding Taiwan, is 40% equity securities, 13% fixed income securities, and 47% cash and other investments. As of December 31, 2010, weighted average actual allocations were 24% equity securities, 26% fixed income securities and 50% cash and other investments. Deviation from the target allocation was primarily related to the actual allocation of the investment portfolio in Taiwan. As of December 31, 2010, 44% of the investment portfolio was valued at quoted prices in active markets for identical assets; 37% was valued using quoted prices for similar assets in active or inactive markets, or other observable inputs; and 19% was valued using unobservable inputs that are supported by little or no market activity.

In addition to the Non-U.S. plans, U.S. employees of the Company continued to participate in the Former Parent pension and postretirement benefits plans through December 31, 2010. As the Former Parent managed these plans on a consolidated basis and separate Company information was not readily available for the year-ended December 31, 2010, the Company’s share of the Former Parent plans’ assets and liabilities are not included in the Company’s combined balance sheet as of December 31, 2010. The combined statement of operations include an allocation of the Former Parent’s costs of these pension and postretirement benefit plans of $54 million for the year ended December 31, 2010.

Postretirement Health Care Plan

The Company has no postretirement health care benefit plans in the U.S. and no significant postretirement health care benefit plans outside the U.S.

Defined Contribution Plans

The Former Parent and certain of its subsidiaries have various defined contribution plans, in which all eligible employees participate. In the U.S., the 401(k) plan is a contributory plan. Matching contributions are based upon the amount of the employees’ contributions. Effective January 1, 2005, newly hired employees had a higher maximum matching contribution at 4% on the first 5% of employee contributions, compared to 3% on the first 6% of employee contributions for employees hired prior to January 2005. Effective January 1, 2009, the Former Parent temporarily suspended all matching contributions to the Motorola 401(k) plan. Match contributions were reinstated as of July 1, 2010 at a rate of 100% on the first 4% of pre-tax employee contributions. The maximum matching contributions for 2010 were pro-rated to account for the number of months remaining in the year.

The Company’s expenses, primarily relating to the employer match, for all defined contribution plans, for the years ended December 31, 2010, 2009 and 2008 were $19 million, $5 million and $38 million respectively. The costs were allocated to the Company based on the contributions made by the Company’s participants as well as a proportionate share of corporate employee contributions.

8.    Share-Based Compensation Plans and Other Incentive Plans

The Former Parent maintains several incentive plans for the benefit of its officers, directors and employees, including the Company’s employees. The following disclosures represent the Company’s portion of the plans maintained by the Former Parent in which the Company’s employees participated. All awards granted under the plans consist of the Former Parent’s common shares. As such, all related equity account balances are reflected in the Former Parent’s consolidated statements of stockholders’ equity and have not been reflected in the Company’s

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combined financial statements. Accordingly, the amounts presented are not necessarily indicative of future performance and do not necessarily reflect the results that the Company would have experienced as an independent, publicly traded company for the periods presented.

All equity award amounts presented below have not been converted to reflect Separation. Upon Separation, all outstanding Former Parent stock options, stock appreciation rights and restricted stock units were replaced with awards in the Company using a formula designed to generally preserve the intrinsic value and fair value of the award immediately prior to Separation.

Stock Options, Stock Appreciation Rights and Employee Stock Purchase Plan

Under the Former Parent’s employee stock purchase plan, eligible participants have been allowed to purchase shares of the Former Parent’s common stock through payroll deductions of up to 10% of compensation on an after-tax basis. The price an employee pays per share is 85% of the lower of the fair market value of the Former Parent’s stock on the close of the first trading day or last trading day of the purchase period. The plan has two purchase periods, the first one from October 1 through March 31 and the second one from April 1 through September 30. For the years ended December 31, 2010, 2009 and 2008, the Company’s employees purchased 9.7 million, 8.6 million, and 4.4 million shares of the Former Parent’s common stock, respectively, at purchase prices of $5.97 and $6.00, $3.60 and $3.68, and $7.91 and $6.07, respectively.

Under the Former Parent’s stock option plans, options or SARs to acquire shares of the Former Parent’s common stock have been made available for grant to certain employees. Each option or SAR granted has an exercise price of 100% of the market value of the common stock on the date of grant. Option or SAR awards have a contractual life of five to ten years and vest over two to four years. Stock options and SARs assumed or replaced with comparable stock options or SARs in conjunction with a change in control only become exercisable due to the change in control if the holder is also involuntarily terminated (for a reason other than cause) or quits for good reason within 24 months of a change in control.

The Former Parent calculates the fair value of each employee stock option, estimated on the date of grant, using the Black-Scholes option pricing model. The weighted-average estimated fair value of employee stock options granted during 2010, 2009 and 2008 was $3.06, $2.78 and $3.47, respectively, using the following weighted-average assumptions:

	2010			2009			2008
Expected volatility		41.7	%		57.1	%		56.4	%
Risk-free interest rate		2.1	%		1.9	%		2.4	%
Dividend yield		0.0	%		0.0	%		2.7	%
Expected life (years)		6.1			3.9			5.5

The Former Parent uses the implied volatility for traded options on the Former Parent’s stock as the expected volatility assumption required in the Black-Scholes model. The selection of the implied volatility approach was based upon the availability of actively traded options on the Former Parent’s stock and its assessment that implied volatility is more representative of future stock price trends than historical volatility.

The risk-free interest rate assumption is based upon the average daily closing rates during the year for U.S. treasury notes that have a life which approximates the expected life of the option. The dividend yield assumption is based on the Former Parent’s future expectation of dividend payouts. The expected life of employee stock options represents the average of the contractual term of the options and the weighted-average vesting period for all option tranches.

The Former Parent has applied a forfeiture rate, estimated based on historical data, of 13%–45% to the option fair value calculated by the Black-Scholes option pricing model. This estimated forfeiture rate is applied to grants based on their remaining vesting term and may be revised in subsequent periods if actual forfeitures differ from this estimate.

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Stock option activity for 2010 for the Company’s employees was as follows (in thousands, except exercise price and employee data):

	Former Parent Shares Subject to Options			Former Parent Wtd. Avg. Exercise Price
Options outstanding at January 1, 2010		58,691		$	9
Options granted		7,243			7
Options exercised		(4,144	)		8
Options terminated, canceled or expired		(6,415	)		14
Options for employees transferred to the Company in 2010		520			10
Options outstanding at December 31, 2010		55,895			8
Options exercisable at December 31, 2010		31,068			9

At December 31, 2010, the Former Parent had $65 million of total unrecognized compensation expense, net of estimated forfeitures, related to the Company’s employees under the Former Parent’s stock option and employee stock purchase plan which will be recognized over the weighted average period of approximately two years. For the years ended December 31, 2010 and December 31, 2009, the total intrinsic value of options exercised by the Company’s employees was de minimis, compared to $1 million for the year ended December 31, 2008. The aggregate intrinsic value for options outstanding and exercisable by the Company’s employees as of December 31, 2010 was $91 million and $41 million, respectively, based on the Former Parent’s stock price of $9.07 per share at December 31, 2010. Cash received from stock option exercises by the Company’s employees is reflected in the financial statements of the Former Parent and has no impact on the combined financial statements of the Company.

On May 14, 2009, the Former Parent initiated a tender offer for certain eligible employees (excluding executive officers and directors) to exchange certain out-of-the-money options for new options with an exercise price equal to the fair market value of the Former Parent’s stock as of the grant date. In order to be eligible for the exchange, the options had to have been granted prior to June 1, 2007, expire after December 31, 2009 and have an exercise price equal to or greater than $12.00. The offering period closed on June 12, 2009. On that date, 34 million options were tendered by the Company’s employees and exchanged for 15 million new options with an exercise price of $6.73 and a ratable annual vesting period over two years. The exchange program was designed so that the fair market value of the new options would not be greater than the fair market value of the options exchanged. The resulting incremental compensation expense was not material to the Company’s combined financial statements.

The following table summarizes information about stock options held by the Company’s employees that were outstanding and exercisable by the Company’s employees at December 31, 2010 (in thousands, except exercise price and years):

	Former Parent Options Outstanding						Former Parent Options Exercisable
Exercise price range	No. of options		Wtd. avg. Exercise Price		Wtd. avg. contractual life (in yrs.)		No. of options		Wtd. avg. Exercise Price
Under $7		26,204	$	6		8		10,662	$	6
$7-$13		26,972		9		7		17,518		9
$14-$20		2,220		17		5		2,103		17
$21-$27		367		22		5		389		22
$28-$34		0		0		0		0		0
$35-$41		132		39		0		396		39
		55,895						31,068

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The weighted-average contractual life for options outstanding and exercisable as of December 31, 2010 was seven years and six years, respectively.

Restricted Stock Units

RSU grants consist of shares or the rights to shares of the Former Parent’s common stock which were awarded to the Company’s employees. The grants are restricted such that they are subject to substantial risk of forfeiture and to restrictions on their sale or other transfer by the employee. Shares of RSUs held by the Company’s employees that are assumed or replaced with comparable shares of RSUs in conjunction with a change in control will only have the lapse of restrictions accelerated if the holder is also involuntarily terminated (for a reason other than cause) or quits for good reason within 24 months of a change in control.

RSU activity for the Company’s employees during 2010 was as follows (in thousands, except fair value and employee data):

	Former Parent RSUs			Former Parent Wtd. Avg. Grant Date Fair Value
RSUs outstanding at January 1, 2010		21,880		$	8
Granted		14,289			7
Vested		(7,256	)		8
Terminated or canceled		(2,908	)		8
RSUs for employees transferred to the Company in 2010		907			8
RSUs outstanding at December 31, 2010		26,911			7
Number of employees granted RSUs		11,850

At December 31, 2010, $99 million of total unrecognized compensation expense, net of estimated forfeitures, related to the Company’s employees will be recognized over the weighted average period of approximately two years. The total fair value of RSU shares vested during the years ended December 31, 2010, 2009 and 2008 was $50 million, $22 million and $4 million, respectively. The aggregate fair value of outstanding RSUs as of December 31, 2010 was $245 million.

Total Share-Based Compensation Expense

Compensation expense for the Former Parent’s employee stock options, SARs, employee stock purchase plans, restricted stock and RSUs related to the Company’s employees, as well as allocated compensation expense from the Former Parent’s corporate functions, was as follows:

Years Ended December 31	2010		2009		2008
Share-based compensation expense included in:
Costs of sales	$	16	$	15	$	14
Selling, general and administrative expenses		93		99		87
Research and development expenditures		54		52		46
Share-based compensation expense included in Operating earnings (loss)		163		166		147
Tax benefit		—		—		43
Share-based compensation expense, net of tax	$	163	$	166	$	104

A portion of the Former Parent’s share-based compensation expense has been allocated to the Company based on the awards granted to the Company’s employees and based on a three-part formula that averages the relative percentage of the Company’s net revenues, payroll and net property, plant and equipment/inventory to the respective total Former Parent amounts for awards granted to the Former Parent’s corporate employees.

Motorola Incentive Plan

The Motorola Incentive Plan provides eligible employees with an annual payment, calculated as a percentage of an employee’s eligible earnings, in the year after the close of the current calendar year if specified goals are met. The

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Company’s provisions for awards under these incentive plans for the years ended December 31, 2010, 2009 and 2008 were $106 million, $57 million and $53 million, respectively.

Long-Range Incentive Plan

The Long-Range Incentive Plan (“LRIP”) rewards participating elected officers for the Former Parent’s achievement of specified business goals during the period, based on performance objectives measured over three-year cycles. The combined statements of operations include an allocation of the costs of the LRIP with such amounts allocated to the Company based on specific identification of the Company’s employees. The provision for LRIP (net of the reversals of previously recognized reserves) for the years ended December 31, 2010, 2009 and 2008 was $11 million, $5 million and $(8) million, respectively.

On April 21, 2008, the Compensation and Leadership Committee of the Board of Directors of the Former Parent approved the cancellation of the 2006-2008 performance cycle and the 2007-2009 performance cycle under Motorola’s Long-Range Incentive Plan of 2006 without the payment of awards for such performance cycles, as reported on Motorola, Inc.’s Form 8-K, filed April 25, 2008.

9.     Fair Value Measurements

The Former Parent adopted new accounting guidance on measuring fair value on January 1, 2008 for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. This does not change the accounting for those instruments that were, under previous U.S. GAAP, accounted for at cost or contract value. The Company had no non-financial assets and liabilities that are required to be measured at fair value on a recurring basis as of December 31, 2010.

The guidance specifies a hierarchy of valuation techniques based on whether the inputs to each measurement are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions about current market conditions. The prescribed fair value hierarchy and related valuation methodologies are as follows:

Level 1—Quoted prices for identical instruments in active markets.

Level 2—Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations, in which all significant inputs are observable in active markets.

Level 3—Valuations derived from valuation techniques, in which one or more significant inputs are unobservable.

The fair values of the Company’s financial assets and liabilities by level in the fair value hierarchy as of December 31, 2010 and 2009 were as follows:

	Level 1		Level 2		Level 3		Total
Common stock and equivalents:
December 31, 2010	$	21	$	—	$	—	$	21
December 31, 2009	$	21	$	—	$	—	$	21

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Pension Plan Assets

The fair value of the Non-U.S. pension plans’ assets by level in the fair value hierarchy as of December 31, 2010 were as follows:

December 31, 2010	Level 1		Level 2		Level 3		Total
Common stock and equivalents	$	6	$	—	$	—	$	6
Corporate bonds		—		6		—		6
Government and agency obligations		—		1		—		1
Short-term investment funds		—		3		—		3
Insurance contracts		—		—		5		5
Total investment securities	$	6	$	10	$	5	$	21
Cash								6
Fair value of plan assets							$	27

The following table summarizes the changes in fair value of the Non-U.S. pension plan assets measured using Level 3 inputs:

	Insurance Contracts
Balance at January 1, 2010	$	—
Contributions from the Former Parent		5
Balance at December 31, 2010	$	5

Valuation Methodologies

Level 1—Quoted market prices in active markets are available for investments in common stock and equivalents. As such, these investments are classified within Level 1.

Level 2—The securities classified as Level 2 are comprised primarily of corporate, government and agency bonds. The Company primarily relies on valuation pricing models, recent bid prices, and broker quotes to determine the fair value of these securities. The valuation models for Level 2 assets are developed and maintained by third party pricing services and use a number of standard inputs to the valuation model including benchmark yields, reported trades, broker/dealer quotes where the party is standing ready and able to transact, issuer spreads, benchmark securities, bids, offers and other reference data. The valuation model may prioritize these inputs differently at each balance sheet date for any given security, based on the market conditions. Not all of the standard inputs listed will be used each time in the valuation models. For each asset class, quantifiable inputs related to perceived market movements and sector news may be considered in addition to the standard inputs.

The fair values of investments in collective trust funds are valued based on their reported net asset value. Such net asset values are based on the value of the underlying securities. For investments in collective trust funds, the fair value of underlying securities reflect the unit prices of actual purchase and sale transactions occurring as of or close to the financial statement date. As such, these assets are valued using Level 2 inputs.

Level 3—The instruments classified as Level 3 are insurance contracts valued using proprietary models.

10.    Sales of Receivables

The Former Parent sells accounts receivable generated from its business units to third-parties in transactions that qualify as “true-sales.” Through Separation, the Company’s businesses participated in this activity by transferring certain of their accounts receivable balances to the Former Parent. The Company also has agreements under which the Company sells its accounts receivable directly to a third party in transactions that qualify as “true sales.”

Total accounts receivable sold by the Company were $526 million for the year ended December 31, 2010, compared to $803 million for the year ended December 31, 2009 and $2.6 billion for the year ended December 31, 2008. As of December 31, 2010, there were $43 million of accounts receivable outstanding under these programs for which the Company retained servicing obligations, compared to $71 million at December 31, 2009.

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11.    Commitments and Contingencies

Legal

The Company is involved in various lawsuits, claims and investigations arising in the normal course of business and relating to the Company’s business. In the opinion of management, the ultimate disposition of these matters is not expected to have a material adverse effect on the Company’s combined financial position, liquidity or results of operations. However, an unfavorable resolution could have a material adverse effect on the Company’s combined financial position, liquidity or results of operations in the periods in which the matters are ultimately resolved.

Other

Leases:    The Former Parent owns many of its major facilities and leases certain office, factory and warehouse space, land, and information technology and other equipment under principally non-cancelable operating leases. The Former Parent identifies a landlord for each facility based on the primary resident of the facility. The Former Parent allocates a portion of its facility and lease expenses to the Company based on the square footage occupied by employees of the Company; such allocation is included in the Company’s combined statements of operations. Total rental expense, primarily comprised of facilities rental expense, net of sublease income, for the years ended December 31, 2010, 2009 and 2008 was $61 million, $62 million and $72 million, respectively.

At December 31, 2010, future minimum lease obligations, primarily comprised of obligations for facilities in which the Company was deemed to be the primary resident, net of minimum sublease rentals, for the next five years and beyond are as follows: 2011—$82 million; 2012—$60 million; 2013—$26 million; 2014—$16 million; 2015—$10 million; beyond—$18 million. Actual results may differ significantly from these estimates.

Indemnifications:    In addition, the Company may provide indemnifications for losses that result from the breach of general warranties contained in certain commercial and intellectual property agreements. Historically, the Company has not made significant payments under these indemnifications. However, there is an increasing risk in relation to patent indemnities given the current legal climate.

Furthermore, pursuant to the Master Separation and Distribution Agreement and certain other agreements with the Former Parent, Motorola Mobility agreed to indemnify the Former Parent for certain liabilities, and Former Parent agreed to indemnify Motorola Mobility for certain liabilities, in each case for uncapped amounts.

In indemnification cases, payment by the Company is conditioned on the other party making a claim pursuant to the procedures specified in the particular contract, which procedures typically allow the Company to challenge the other party’s claims. Further, the Company’s obligations under these agreements for indemnification based on breach of representations and warranties are generally limited in terms of duration, and are for amounts not in excess of the contract value over the life of the contract, except with respect to certain intellectual property infringement claims. In some instances, the Company may have recourse against third-parties for certain payments made by the Company.

The Company (and its subsidiaries and businesses) is also a party to a variety of agreements pursuant to which it is obligated to indemnify the other party with respect to certain matters. Some of these obligations arise as a result of divestitures of the Company’s assets or businesses and require the Company to hold the other party harmless against losses arising from the settlement of these pending obligations. The total amount of indemnification under these types of provisions is $6 million, of which the amount accrued by the Company as of December 31, 2010 for potential claims under these provisions was de minimis.

Other:    During 2009, the Company recorded a $75 million charge for a legal settlement. During 2008, the Company recorded a $150 million charge related to the settlement of a purchase commitment.

12.    Information by Segment and Geographic Region

The Company reports financial results for the following business segments:

• The Mobile Devices segment designs, manufactures, sells and services wireless mobile devices, including smartphones, with integrated software and accessory products, and licenses intellectual property.

• The Home segment designs, manufactures, sells, installs and services set-top boxes for digital video, Internet Protocol (“IP”) video, satellite and terrestrial broadcast networks, end-to-end digital video and

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Internet Protocol Television (“IPTV”) distribution systems, broadband access network infrastructure platforms, and associated data and voice customer premises equipment and associated software solutions to cable television (“TV”) and telecommunication service providers.

Segment operating results are measured based on operating earnings adjusted, if necessary, for certain segment-specific items and Former Parent corporate function allocations. Intersegment and intergeographic revenues are accounted for on an arm’s-length pricing basis. The Company had no intersegment revenues for the years ended December 31, 2010, 2009 and 2008. Net revenues to other Former Parent businesses were $17 million, $45 million and $53 million for the years ended December 31, 2010, 2009 and 2008, respectively.

Identifiable assets (excluding intersegment receivables) are the Company’s assets that are identified with classes of similar products or operations in each geographic region.

For the year ended December 31, 2010, approximately 28% of net revenues were from Verizon Communications Inc. (including Verizon Wireless). For the years ended December 31, 2009 and 2008, approximately 17% and 13%, respectively, of net revenues were from Verizon Communications Inc. (including Verizon Wireless) and approximately 13% and 7%, respectively, of net revenues were from Sprint Nextel Corporation.

Segment information

	Net Revenues						Operating Earnings (Loss)
Years Ended December 31	2010		2009		2008		2010			2009			2008
Mobile Devices	$	7,819	$	7,146	$	12,187	$	(76	)	$	(1,222	)	$	(2,391	)
Home		3,641		3,904		4,912		152			11			351
	$	11,460	$	11,050	$	17,099
Operating earnings (loss)								76			(1,211	)		(2,040	)
Total other income (expense)								(80	)		(124	)		103
Loss before income taxes							$	(4	)	$	(1,335	)	$	(1,937	)

	Assets						Capital Expenditures						Depreciation Expense
Years Ended December 31	2010		2009		2008		2010		2009		2008		2010		2009		2008
Mobile Devices	$	3,330	$	2,815	$	3,625	$	125	$	35	$	84	$	120	$	104	$	117
Home	$	2,874		3,043		3,542		18		32		67		55		50		46
	$	6,204	$	5,858	$	7,167	$	143	$	67	$	151	$	175	$	154	$	163

Geographic area information

	Net Revenues						Assets						Property, Plant and Equipment, net
Years Ended December 31	2010		2009		2008		2010		2009		2008		2010		2009		2008
United States	$	7,423	$	7,039	$	9,267	$	4,529	$	4,244	$	4,329	$	418	$	450	$	499
China		773		648		976		850		586		920		196		149		182
Brazil		656		661		1,341		762		640		731		88		90		98
Singapore		50		27		40		36		330		703		2		17		25
Other nations, net of eliminations		2,558		2,675		5,475		27		58		484		102		101		170
	$	11,460	$	11,050	$	17,099	$	6,204	$	5,858	$	7,167	$	806	$	807	$	974

Net revenues by geographic region are measured by the locale of the end customer.

13.    Reorganization of Businesses

Prior to the Separation, the Company participated in the Former Parent’s formal Involuntary Severance Plan (“Severance Plan”), which permits the Company to offer eligible employees severance benefits based on years of

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service and employment grade level in the event that employment is involuntarily terminated as a result of a reduction-in-force or restructuring. Effective August 1, 2009, the Former Parent amended and restated the Severance Plan. Under the amended Severance Plan, severance benefits will be paid in biweekly installments to impacted employees rather than in lump sum payments. The Company recognizes termination benefits based on formulas per the Severance Plan at the point in time that future settlement is probable and can be reasonably estimated based on estimates prepared at the time a restructuring plan is approved by management. Exit costs consist of future minimum lease payments on vacated facilities and other contractual terminations. At each reporting date, the Company evaluates its accruals for employee separation and exit costs to ensure the accruals are still appropriate. In certain circumstances, accruals are no longer needed because of efficiencies in carrying out the plans or because employees previously identified for separation resigned from the Company and did not receive severance or were redeployed due to circumstances not foreseen when the original plans were initiated. In these cases, the Company reverses accruals through the combined statements of operations where the original charges were recorded when it is determined they are no longer needed.

2010 Charges

During the year ended December 31, 2010 the Company continued to implement various productivity improvement plans aimed at achieving long-term, sustainable profitability by driving efficiencies and reducing operating costs. Both of the Company’s business segments were impacted by these plans. The employees affected were located in all regions.

During the year ended December 31, 2010, the Company recorded net reorganization of business charges of $63 million, including $17 million of charges in Costs of sales and $46 million of charges under Other charges in the Company’s combined statements of operations. Included in the aggregate $63 million are charges of $81 million for employee separation costs, partially offset by $18 million of reversals for accruals no longer needed.

The following table displays the net charges incurred by business segment:

Year Ended December 31	2010
Mobile Devices	$	34
Home		29
	$	63

The following table displays a roll forward of the reorganization of businesses accruals established for exit costs and employee separation costs from January 1, 2010 to December 31, 2010:

2010	Accruals at January 1		Additional Charges		Adjustments			Amount Used			Accruals at December 31
Exit costs	$	39	$	—	$	(7	)	$	(20	)	$	12
Employee separation costs		33		81		(14	)		(68	)		32
	$	72	$	81	$	(21	)	$	(88	)	$	44

Exit Costs

At January 1, 2010, the Company had an accrual of $39 million for exit costs attributable to lease terminations. There were no material additional charges related to exit costs during 2010. The adjustments of $7 million reflect: (i) $6 million of reversals of accruals no longer needed, and (ii) $1 million of foreign currency translation adjustments. The $20 million used reflects cash payments. The remaining accrual of $12 million, which is included in Accrued liabilities in the Company’s combined balance sheet at December 31, 2010, represents future cash payments, primarily for lease termination obligations that are expected to be paid over a number of years.

Employee Separation Costs

At January 1, 2010, the Company had an accrual of $33 million for employee separation costs, representing the severance costs for approximately 400 employees. The additional 2010 charges of $81 million represent severance costs for approximately an additional 2,200 employees, of which 900 are direct employees and 1,300 are indirect employees.

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The adjustments of $14 million reflect: (i) $12 million of reversals of accruals no longer needed and (ii) $2 million of foreign currency translation adjustments.

During the year ended December 31, 2010, approximately 1,500 employees, of which 500 were direct employees and 1,000 were indirect employees, were separated from the Company. The $68 million used in 2010 reflects cash payments to these separated employees. The remaining accrual of $32 million, which is included in Accrued liabilities in the Company’s combined balance sheet at December 31, 2010, is expected to be paid in 2011 to: (i) severed employees who began receiving payments in 2010, and (ii) approximately 1,100 employees who will begin receiving payments in 2011.

2009 Charges

During the year ended December 31, 2009, in light of the macroeconomic decline that adversely affected revenues, the Company continued to implement various productivity improvement plans aimed at achieving long-term, sustainable profitability by driving efficiencies and reducing operating costs. Both of the Company’s business segments were impacted by these plans. The employees affected were located in all geographic regions.

During the year ended December 31, 2009, the Company recorded net reorganization of business charges of $210 million, including $55 million of charges in Costs of sales and $155 million of charges under Other charges in the Company’s combined statements of operations. Included in the aggregate $210 million are charges of $206 million for employee separation costs, $28 million for exit costs and $20 million for fixed asset impairment charges, partially offset by $44 million of reversals for accruals no longer needed.

The following table displays the net charges incurred by business segment:

Year Ended December 31	2009
Mobile Devices	$	192
Home		18
	$	210

The following table displays a roll forward of the reorganization of businesses accruals established for exit costs and employee separation costs from January 1, 2009 to December 31, 2009:

2009	Accruals at January 1		Additional Charges		Adjustments			Amount Used			Accruals at December 31
Exit costs	$	63	$	28	$	(8	)	$	(44	)	$	39
Employee separation costs		103		206		(32	)		(244	)		33
	$	166	$	234	$	(40	)	$	(288	)	$	72

Exit Costs

At January 1, 2009, the Company had an accrual of $63 million for exit costs attributable to lease terminations. The additional 2009 charges of $28 million were primarily related to the exit of leased facilities and contractual termination costs. The adjustments of $8 million reflect $9 million of reversals of accruals no longer needed, partially offset by $1 million of foreign currency translation adjustments. The $44 million used in 2009 reflects cash payments. The remaining accrual of $39 million, which is included in Accrued liabilities in the Company’s combined balance sheet at December 31, 2009, represents future cash payments, primarily for lease termination obligations that are expected to be paid over a number of years.

Employee Separation Costs

At January 1, 2009, the Company had an accrual of $103 million for employee separation costs, representing the severance costs for approximately 1,600 employees. The additional 2009 charges of $206 million represent severance costs for approximately an additional 6,300 employees, of which 2,600 were direct employees and 3,700 were indirect employees.

The adjustments of $32 million reflect $35 million of reversals of accruals no longer needed, partially offset by $3 million of foreign currency translation adjustments.

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During the year ended December 31, 2009, approximately 7,600 employees, of which 3,500 were direct employees and 4,100 were indirect employees, were separated from the Company. The $244 million used in 2009 reflects cash payments to these separated employees. The remaining accrual of $33 million was included in Accrued liabilities in the Company’s combined balance sheet at December 31, 2009.

2008 Charges

During the year ended December 31, 2008, the Company implemented various productivity improvement plans aimed at achieving long-term, sustainable profitability by driving efficiencies and reducing operating costs. Both of the Company’s business segments were impacted by these plans, with the majority of the impact in the Mobile Devices segment. The employees affected were located in all regions.

During the year ended December 31, 2008, the Company recorded net reorganization of business charges of $229 million, including $78 million of charges in Costs of sales and $151 million of charges under Other charges in the Company’s combined statements of operations. Included in the aggregate $229 million were charges of $195 million for employee separation costs, $65 million for exit costs and $3 million for fixed asset impairment charges, partially offset by $34 million of reversals for accruals no longer needed.

The following table displays the net charges incurred by business segment:

Year Ended December 31	2008
Mobile Devices	$	208
Home		21
	$	229

The following table displays a roll forward of the reorganization of businesses accruals established for exit costs and employee separation costs from January 1, 2008 to December 31, 2008:

2008	Accruals at January 1		Additional Charges		Adjustments			Amount Used			Accruals at December 31
Exit costs	$	1	$	65	$	2		$	(5	)	$	63
Employee separation costs		102		195		(33	)		(161	)		103
	$	103	$	260	$	(31	)	$	(166	)	$	166

Exit Costs

At January 1, 2008, the Company had an accrual of $1 million for exit costs attributable to lease terminations. The 2008 additional charges of $65 million were primarily related to: (i) the exit of leased facilities in the United Kingdom by the Mobile Devices segment, and (ii) the exit of leased facilities in Mexico by the Home segment. The adjustments of $2 million primarily reflect foreign currency translation adjustments. The $5 million used in 2008 reflects cash payments. The remaining accrual of $63 million, which was included in Accrued liabilities in the Company’s combined balance sheet at December 31, 2008, represents future cash payments, primarily for lease termination obligations that are expected to be paid over a number of years.

Employee Separation Costs

At January 1, 2008, the Company had an accrual of $102 million for employee separation costs, representing the severance costs for approximately 1,400 employees. The additional 2008 charges of $195 million represent severance costs for approximately an additional 4,600 employees, of which 2,200 were direct employees and 2,400 were indirect employees.

The adjustments of $33 million reflect $34 million of reversals of accruals no longer needed, partially offset by $1 million of foreign currency translation adjustments. The $34 million of reversals represent previously accrued costs for approximately 300 employees.

During the year ended December 31, 2008, approximately 4,100 employees, of which 2,200 were direct employees and 1,900 were indirect employees, were separated from the Company. The $161 million used in 2008

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reflects cash payments to these separated employees. The remaining accrual of $103 million was included in Accrued liabilities in the Company’s combined balance sheet at December 31, 2008.

14.    Acquisitions, Intangible Assets and Goodwill

Acquisitions

The Company accounts for acquisitions using purchase accounting with the results of operations for each acquiree included in the Company’s combined financial statements for the period subsequent to the date of acquisition. The pro forma effects of these acquisitions on the Company’s combined financial statements were not significant individually or in the aggregate.

The allocation of value to in-process research and development was determined using expected future cash flows discounted at average risk adjusted rates reflecting both technological and market risk as well as the time value of money. Historical pricing, margins and expense levels, where applicable, were used in the valuation of the in-process products. The in-process research and development acquired will have no alternative future uses if the products are not feasible. Charges related to the write-off of such items were not significant during the years ended December 31, 2010, 2009 or 2008.

The developmental products for the companies acquired have varying degrees of timing, technology, costs-to-complete and market risks throughout final development. If the products fail to become viable, the Company will unlikely be able to realize any value from the sale of incomplete technology to another party or through internal re-use. The risks of market acceptance for the products under development and potential reductions in projected revenues volumes and related profits in the event of delayed market availability for any of the products exist. Efforts to complete all developmental products continue and there are no known delays to forecasted plans except as disclosed.

The Company did not have any individually significant acquisitions during the years ended December 31, 2010, 2009 and 2008. However, the following table summarizes net tangible and intangible assets acquired and the consideration paid for the acquisitions completed in 2010:

Years Ended December 31	2010
Tangible net assets, primarily deferred tax liabilities	$	(12	)
Goodwill		111
In-process research and development		10
Completed technology		18
Customer-related		13
	$	140
Consideration, net:
Cash	$	124
Contingent consideration		16
	$	140

Intangible Assets

Intangible assets and accumulated amortization, excluding goodwill, consists of the following:

	2010				2009
December 31	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Intangible assets:
Completed technology	$	507	$	418	$	489	$	374
Licensed technology		105		105		105		105
Customer-related		62		37		49		29
Patents		97		16		12		9
In-process research and development		10		—		—		—
Other intangible assets		38		38		37		37
	$	819	$	614	$	692	$	554

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Amortization expense on intangible assets, which is included within Other charges (income) in the combined statements of operations, was $55 million, $57 million and $64 million for the years ended December 31, 2010, 2009 and 2008, respectively. As of December 31, 2010, future amortization expense is estimated to be $54 million in 2011, $40 million in 2012, $31 million in 2013, $14 million in 2014 and $10 million in 2015.

Intangible assets and accumulated amortization, excluding goodwill, by business segment were as follows:

	2010				2009
December 31	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Mobile Devices	$	153	$	53	$	45	$	45
Home		666		561		647		509
	$	819	$	614	$	692	$	554

Goodwill

The following table displays a roll forward of the carrying amount of goodwill by reportable segment from January 1, 2008 to December 31, 2010:

	Mobile Devices			Home			Total
Balance as of January 1, 2008:
Aggregate goodwill acquired	$	19		$	1,528		$	1,547
Accumulated impairment losses		—			(73	)		(73	)
Goodwill, net of impairment losses		19			1,455			1,474
Goodwill acquired		15			12			27
Impairment losses		(55	)		—			(55	)
Adjustments		21			(179	)		(158	)
Balance as of December 31, 2008:
Aggregate goodwill acquired		55			1,361			1,416
Accumulated impairment losses		(55	)		(73	)		(128	)
Goodwill, net of impairment losses		—			1,288			1,288
Adjustments		—			(3	)		(3	)
Balance as of December 31, 2009:
Aggregate goodwill acquired		55			1,358			1,413
Accumulated impairment losses		(55	)		(73	)		(128	)
Goodwill, net of impairment losses		—			1,285			1,285
Goodwill acquired		78			33			111
Balance as of December 31, 2010:
Aggregate goodwill acquired		133			1,391			1,524
Accumulated impairment losses		(55	)		(73	)		(128	)
Goodwill, net of impairment losses	$	78		$	1,318		$	1,396

During the year ended December 31, 2008, the Company finalized its assessment of the Internal Revenue Code Section 382 Limitations (“IRC Section 382”) relating to the pre-acquisition tax loss carry forwards of its 2007 acquisitions. As a result of the IRC Section 382 studies, the Company recorded additional deferred tax assets and a corresponding reduction in goodwill, which is reflected in the adjustment line above.

The Company conducts its annual assessment of goodwill for impairment in the fourth quarter of each year. The goodwill impairment test is performed at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment. The Company has determined that the Mobile Devices segment meets the requirement of a reporting unit. For the Home segment, the Company has identified two reporting units, the

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Broadband Home Solutions reporting unit and the Access Networks reporting unit. The Company performs extensive valuation analyses, utilizing both income and market-based approaches, in its goodwill assessment process. The determination of the fair value of the reporting units and other assets and liabilities within the reporting units requires the Company to make significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to, the discount rate, terminal growth rate, earnings before depreciation and amortization, and capital expenditures forecasts specific to each reporting unit. Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates.

The Company has weighted the valuation of its reporting units at 75% based on the income approach and 25% based on the market-based approach, consistent with prior periods. The Company believes that this weighting is appropriate since it is often difficult to find other appropriate market participants that are similar to our reporting units and it is the Company’s view that future discounted cash flows are more reflective of the value of the reporting units.

Based on the results of the 2009 and 2010 annual assessments of the recoverability of goodwill, the fair values of all reporting units exceeded their book values, indicating that there was no impairment of goodwill.

Following is a discussion of the goodwill impairment charge recorded for the year ended December 31, 2008.

Based on the results of Step One of the 2008 annual assessment of the recoverability of goodwill, the fair values of the Broadband Home Solutions and the Access Networks reporting units exceeded their book values, indicating that there was no impairment of goodwill at these reporting units.

However, the fair value of the Mobile Devices reporting unit was below its book value, indicating a potential impairment of goodwill and the requirement to perform Step Two of the analysis for the reporting unit. The decline in the fair value of the Mobile Devices reporting unit below its book value was a result of the deteriorating macroeconomic environment, lower than expected revenues and cash flows as a result of the decision to consolidate platforms announced in the fourth quarter of 2008, and the uncertainty around the reporting unit’s future cash flow. For the year ended December 31, 2008, the Company determined that the goodwill relating to the Mobile Devices reporting unit was impaired, resulting in a charge of $55 million in the Mobile Devices reportable segment.

15.    Valuation and Qualifying Accounts

The following table presents the valuation and qualifying account activity for the years ended December 31, 2010, 2009 and 2008:

	Balance at January 1		Charged to Earnings		Used			Adjustments			Balance at December 31
2010
Reorganization of Businesses	$	72	$	81	$	(88	)	$	(21	)	$	44
Allowance for Doubtful Accounts		59		8		(9	)		(9	)		49
Inventory Reserves		534		151		(229	)		(67	)		389
Warranty Reserves		156		323		(244	)		(29	)		206
Customer Reserves		224		704		(545	)		(127	)		256
2009
Reorganization of Businesses	$	166	$	234	$	(288	)	$	(40	)	$	72
Allowance for Doubtful Accounts		97		18		(41	)		(15	)		59
Inventory Reserves		472		80		(34	)		16			534
Warranty Reserves		215		209		(219	)		(49	)		156
Customer Reserves		377		694		(699	)		(148	)		224
2008
Reorganization of Businesses	$	103	$	260	$	(166	)	$	(31	)	$	166
Allowance for Doubtful Accounts		73		37		(7	)		(6	)		97
Inventory Reserves		124		610		(283	)		21			472
Warranty Reserves		325		369		(405	)		(74	)		215
Customer Reserves		654		1,302		(1,239	)		(340	)		377

Adjustments include foreign currency translation adjustments.

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16.    Quarterly and Other Financial Data (unaudited)

	2010												2009
	1st			2nd			3rd			4th			1st			2nd			3rd			4th
Operating Results:
Net revenues	$	2,480		$	2,609		$	2,946		$	3,425		$	2,826		$	2,842		$	2,559		$	2,823
Costs of sales		1,885			1,945			2,155			2,510			2,431			2,317			2,032			2,117
Gross margin		595			664			791			915			395			525			527			706
Selling, general and administrative expenses		371			385			385			451			383			361			332			410
Research and development expenditures		367			372			373			367			437			384			377			393
Other charges (income)		29			(209	)		27			(29	)		117			48			23			99
Operating earnings (loss)		(172	)		116			6			126			(542	)		(268	)		(205	)		(196	)
Net earnings (loss) attributable to Motorola Mobility Holdings, Inc.	$	(212	)	$	80		$	(34	)	$	80		$	(614	)	$	(271	)	$	(253	)	$	(204	)
Per Share Data:
Basic earnings (loss) per common share*	$	(0.72	)	$	0.27		$	(0.12	)	$	0.27		$	(2.09	)	$	(0.92	)	$	(0.86	)	$	(0.69	)

* The computation of basic earnings (loss) per common share for all periods through December 31, 2010, is calculated using the number of shares of Motorola Mobility Holdings, Inc. common stock outstanding on January 4, 2011, following the distribution of one share of Motorola Mobility Holdings, Inc. common stock for every eight shares of Motorola, Inc. common stock.

17.    Subsequent Event

On January 4, 2011, the Company entered into a $500 million unsecured three-year credit agreement (the “Credit Agreement”) with a syndicate of lenders. The Credit Agreement provides for a revolving credit facility and a letter of credit facility, is guaranteed by the Company and certain of the Company’s subsidiaries, and contains certain restrictive covenants.

Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A: Controls and Procedures

Evaluation of Disclosure Controls and Procedures.

Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this annual report (the “Evaluation Date”). Based on this evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to Motorola Mobility, including our consolidated subsidiaries, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to Motorola Mobility’s management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting.

This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

Changes in Internal Control Over Financial Reporting.

There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2010 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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Item 9B: Other Information

None

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The response to this Item required by Item 401 of Regulation S-K, with respect to directors, incorporates by reference the information under the caption “Nominees” of Motorola Mobility’s Proxy Statement for the 2011 Annual Meeting of Stockholders (the “Proxy Statement”) and, with respect to executive officers, is contained in Part I hereof under the caption “Executive Officers of the Registrant” and, with respect to the audit committee, incorporates by reference the information under the caption “What Are the Committees of the Board?” and “Report of Audit Committee” of Motorola Mobility’s Proxy Statement.

The response to this Item required by Item 405 of Regulation S-K incorporates by reference the information under the caption “Other Matters—Section 16(a) Beneficial Ownership Reporting Compliance” of Motorola Mobility’s Proxy Statement.

The response to this Item also incorporates by reference the information under the caption “Communications—How Can I Recommend a Director Candidate to the Governance and Nominating Committee?” of Motorola Mobility’s Proxy Statement.

Motorola Mobility has adopted a code of ethics, the Motorola Mobility Code of Business Conduct (the “Code”), that applies to all directors and employees, including Motorola Mobility’s principal executive officer, principal financial officer and controller (principal accounting officer). The Code is posted on Motorola Mobility’s Internet website, http://investors.motorola.com, and is available free of charge, upon request to Investor Relations, Motorola Mobility Holdings, Inc., Corporate Offices, 600 N. U.S. Highway 45, Libertyville, Illinois 60048, E-mail: MobilityInvestors@motorola.com. Any amendment to, or waiver from, the Code applicable to executive officers will be posted on our Internet website within four business days following the date of the amendment or waiver. Motorola Mobility’s Code of Business Conduct applies to all directors and Motorola Mobility employees worldwide, without exception, and describes employee responsibilities to the various stakeholders involved in our business. The Code goes beyond the legal minimums by including the values we share as directors and employees of Motorola Mobility. The Code places special responsibility on managers and prohibits retaliation for reporting issues.

Item 11: Executive Compensation

The response to this Item incorporates by reference the information under the captions “How Are the Directors Compensated?,” “Compensation Discussion and Analysis,” “Report of the Compensation and Leadership Committee on Executive Compensation,” “Summary Compensation Table,” “Grants of Plan-Based Awards in 2010,” “Outstanding Equity Awards at 2010 Fiscal Year-End,” “Option Exercises and Stock Vested for 2010,” “Pension Benefits in 2010,” “Nonqualified Deferred Compensation in 2010,” “Employment Contracts,” and “Termination of Employment and Change in Control Arrangements” of Motorola Mobility’s Proxy Statement.

Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The response to this Item incorporates by reference the information under the captions “Equity Compensation Plan Information” and “Ownership of Securities” of Motorola Mobility’s Proxy Statement.

Item 13: Certain Relationships and Related Transactions, and Director Independence

The response to this Item incorporates by reference the relevant information under the caption “Certain Relationships and Related Person Transactions” and “Which Directors Are Independent” of Motorola Mobility’s Proxy Statement.

Item 14: Principal Accounting Fees and Services

The response to this Item incorporates by reference the information under the caption “Independent Registered Public Accounting Firm” and “Audit Committee Pre-Approval Policies” of Motorola Mobility’s Proxy Statement.

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PART IV

Item 15: Exhibits, Financial Statement Schedules

(a) 1. Financial Statements

See Part II, Item 8 hereof.

2. Financial Statement Schedule and Independent Auditors’ Report

All schedules omitted are inapplicable or the information required is shown in the combined financial statements or notes thereto.

3. Exhibits

Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Exhibit Index attached hereto, which is incorporated herein by this reference. Exhibit numbers 10.10 through 10.54, listed in the attached Exhibit Index, are management contracts or compensatory plans or arrangements required to be filed as exhibits to this form by Item 15(b) hereof.

(b) Exhibits:

See Item 15(a)3 above.

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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Motorola Mobility Holdings, Inc.:

We consent to incorporation by reference in the registration statements on Form S-8 (Nos. 333-171475 and 333-171476) of Motorola Mobility Holdings, Inc. of our report dated February 18, 2011, with respect to the combined balance sheets of Motorola Mobility Holdings, Inc. and subsidiaries (the “Company”) as of December 31, 2010 and 2009, and the related combined statements of operations, business equity and cash flows for each of the years in the three-year period ended December 31, 2010, which report appears in the December 31, 2010, annual report on Form 10-K of Motorola Mobility Holdings, Inc.

Our report on the combined financial statements refers to the adoption of revenue recognition guidance for multiple-deliverable revenue arrangements and certain revenue arrangements that include software elements in 2010.

Chicago, Illinois

February 18, 2011

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Motorola Mobility Holdings, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MOTOROLA MOBILITY HOLDINGS, INC.
By:	/S/ SANJAY K. JHA
	Sanjay K. Jha Chairman of the Board and Chief Executive Officer

February 18, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Motorola Mobility Holdings, Inc. and in the capacities and on the dates indicated.

Signature	Title	Date
/S/ SANJAY K. JHA         Sanjay K. Jha	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	February 18, 2011
/S/ MARC E. ROTHMAN         Marc E. Rothman	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	February 18, 2011
/S/ MARK R. VALENTINE         Mark R. Valentine	Vice President and Controller (Principal Accounting Officer)	February 18, 2011
/S/ JON E. BARFIELD         Jon E. Barfield	Director	February 18, 2011
/S/ WILLIAM R. HAMBRECHT         William R. Hambrecht	Director	February 18, 2011
/S/ JEANNE P. JACKSON         Jeanne P. Jackson	Director	February 18, 2011
/S/ KEITH A. MEISTER         Keith A. Meister	Director	February 18, 2011
/S/ THOMAS J. MEREDITH         Thomas J. Meredith	Director	February 18, 2011
/S/ DANIEL A. NINIVAGGI         Daniel A. Ninivaggi	Director	February 18, 2011
/S/ JAMES R. STENGEL         James R. Stengel	Director	February 18, 2011
/S/ ANTHONY J. VINCIQUERRA         Anthony J. Vinciquerra	Director	February 18, 2011
/S/ ANDREW J. VITERBI         Andrew J. Viterbi	Director	February 18, 2011

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	EXHIBIT INDEX
Exhibit No.	Exhibit
*3.1 (a)	Restated Certificate of Incorporation of Motorola Mobility Holdings, Inc.
3.1 (b)	Certificate of Amendment to the Restated Certificate of Incorporation of Motorola Mobility Holdings, Inc., effective December 15, 2010, as filed with the Secretary of State of the State of Delaware (incorporated by reference to Exhibit 3.1 of the Motorola Mobility Report on Form 8-K filed on December 17, 2010 (File No. 1-34805)).
*3.2	Motorola Mobility Holdings, Inc. Restated Bylaws as of November 30, 2010.
10.1	Amended and Restated Master Separation and Distribution Agreement among Motorola Mobility Holdings, Inc. (f/k/a Motorola SpinCo Holdings Corporation), Motorola Mobility, Inc. and Motorola, Inc. effective as of July 31, 2010 (incorporated by reference to Exhibit 2.1 to Amendment No. 1 to the Form 10 Registration Statement filed on August 31, 2010 by Motorola Mobility Holdings, Inc. (formerly Motorola SpinCo Holdings Corporation) (File No. 1-34805)).
10.2	Amended and Restated Intellectual Property Assignment Agreement between Motorola Mobility, Inc. and Motorola, Inc. effective as of July 31, 2010 (incorporated by reference to Exhibit 10.1 to Amendment No. 1 to the Form 10 Registration Statement filed on August 31, 2010 by Motorola Mobility Holdings, Inc. (formerly Motorola SpinCo Holdings Corporation) (File No. 1-34805)).
10.3	Amended and Restated Intellectual Property License Agreement between Motorola Mobility, Inc. and Motorola, Inc. effective as of July 31, 2010 (incorporated by reference to Exhibit 10.2 to Amendment No. 1 to the Form 10 Registration Statement filed on August 31, 2010 by Motorola Mobility Holdings, Inc. (formerly Motorola SpinCo Holdings Corporation (File No. 1-34805)).
10.4	Amended and Restated Exclusive License Agreement between Motorola Trademark Holdings, LLC and Motorola, Inc. effective as of July 30, 2010 (incorporated by reference to Exhibit 10.3 to Amendment No. 3 to the Form 10 Registration Statement filed on November 12, 2010 by Motorola Mobility Holdings, Inc. (File No. 1-34805)).
10.5	Tax Sharing Agreement among Motorola Mobility Holdings, Inc. (f/k/a Motorola SpinCo Holdings Corporation), Motorola Mobility, Inc. and Motorola, Inc. effective as of July 31, 2010 (incorporated by reference to Exhibit 10.4 to Amendment No. 1 to the Form 10 Registration Statement filed on August 31, 2010 by Motorola Mobility Holdings, Inc. (formerly Motorola SpinCo Holdings Corporation) (File No. 1-34805)).
*10.6	Transition Services Agreement – Motorola Mobility Provided Services among Motorola Mobility Holdings, Inc. (f/k/a/ Motorola SpinCo Holdings Corporation), Motorola Mobility, Inc. and Motorola, Inc. dated as of January 3, 2011.
*10.7	Transition Services Agreement – Motorola Solutions Provided Services among Motorola Mobility Holdings, Inc. (f/k/a/ Motorola SpinCo Holdings Corporation), Motorola Mobility, Inc. and Motorola, Inc. dated as of January 3, 2011.
10.8	Amended and Restated Employee Matters Agreement among Motorola Mobility Holdings, Inc. (f/k/a Motorola SpinCo Holdings Corporation), Motorola Mobility, Inc. and Motorola, Inc. effective as of July 31, 2010 (incorporated by reference to Exhibit 10.7 to Amendment No. 2 to the Form 10 Registration Statement filed on October 8, 2010 by Motorola Mobility Holdings, Inc. (formerly Motorola SpinCo Holdings Corporation) (File No. 1-34805)).
*10.9	SpinCo Contribution Agreement by and between Motorola, Inc. and Motorola Mobility Holdings, Inc. effective as of January 3, 2011.
10.10	Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan (incorporated by reference to Exhibit 4.4 to Motorola Mobility Holdings , Inc. Registration Statement No. 333-171476 on Form S-8 filed on December 30, 2010).
*10.11	Form of 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 Options.

119

Exhibit No.	Exhibit
*10.12	Form of Motorola Mobility Holdings, Inc. Stock Option Consideration Agreement for grants on or after January 28, 2011.
*10.13	Form of Motorola Mobility Holdings, Inc. Restricted Stock Unit Global Award Agreement for the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan for Appointed Vice Presidents and Elected Officers.
*10.14	Form of Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan Non-Employee Director Restricted Stock Unit Award Agreement.
*10.15	Form of 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 Options.
*10.16	Form of Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan Non-Employee Director Restricted Stock Unit Award Agreement (in lieu of cash compensation).
10.17	Motorola Mobility Holdings, Inc. Legacy Incentive Plan (incorporated by reference to Exhibit No. 4.3 to Motorola Mobility Holdings, Inc. Registration Statement No. 333-171476 on Form S-8 filed on December 30, 2010).
*10.18	Form of Motorola Mobility Substitute Award Agreement for the Motorola Mobility Holdings, Inc. Legacy Incentive Plan-Terms and Conditions Related to Employee Nonqualified Stock Options for Motorola, Inc. stock option grants from August 1, 2009 to January 3, 2011 under the Motorola Omnibus Incentive Plan of 2006.
*10.19	Form of Motorola Mobility Substitute Award Agreement for the Motorola Mobility Holdings, Inc. Legacy Incentive Plan-Terms and Conditions Related to Employee Nonqualified Stock Options for Motorola, Inc. stock option grants in June 2009 under the Motorola Omnibus Incentive Plan of 2006.
*10.20	Form of Motorola Mobility Substitute Award Agreement for the Motorola Mobility Holdings, Inc. Legacy Incentive Plan-Terms and Conditions Related to Employee Nonqualified Stock Options for Motorola, Inc. stock option grants from May 2008 and May 2009 under the Motorola Omnibus Incentive Plan of 2006.
*10.21	Form of Motorola Mobility Substitute Award Agreement for the Motorola Mobility Holdings, Inc. Legacy Incentive Plan-Terms and Conditions Related to Employee Nonqualified Stock Options for Motorola, Inc. stock option grants in January 2009 under the Motorola Omnibus Incentive Plan of 2006.
*10.22	Form of Motorola Mobility Substitute Award Agreement for the Motorola Mobility Holdings, Inc. Legacy Incentive Plan-Terms and Conditions Related to Employee Nonqualified Stock Options for Motorola, Inc. stock option grants in 2003 under the Motorola Omnibus Incentive Plan of 2000.
*10.23	Form of Motorola Mobility Restricted Stock Unit Substitute Award Agreement for grants from August 2009 to January 3, 2011 under the Motorola Omnibus Incentive Plan of 2006.
*10.24	Form of Motorola Mobility Restricted Stock Unit Substitute Award Agreement for grants from May 2009 to August 2009 under the Motorola Omnibus Incentive Plan of 2006.
*10.25	Form of Motorola Mobility Restricted Stock Unit Substitute Award Agreement for grants in June 2008 under the Motorola Omnibus Incentive Plan of 2006.
*10.26	Form of Motorola Mobility Restricted Stock Unit Substitute Award Agreement for grants in May 2008 under the Motorola Omnibus Incentive Plan of 2006.
*10.27	Form of Motorola Mobility Restricted Stock Unit Substitute Award Agreement for grants in May and July 2007 under the Motorola Omnibus Incentive Plan of 2006.
*10.28	Form of Motorola Mobility Restricted Stock Unit Substitute Award Agreement for grants in May 2006 under the Motorola Omnibus Incentive Plan of 2006.

120

Exhibit No.	Exhibit
*10.29	Form of Motorola Mobility Stock Consideration Agreement for grants from May 2006 to January 3, 2011.
*10.30	Form of Motorola Mobility Stock Consideration Agreement for grants in May 2003.
10.31	Form of Deferred Stock Units Agreement between Motorola, Inc. and its non-employee directors, relating to the deferred stock units issued in lieu of cash compensation to directors under the Motorola Omnibus Incentive Plan of 2006 or any successor plan, for acquisitions from February 11, 2007 to January 3, 2011 (incorporated by reference to Exhibit 10.8 to Motorola Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No. 1-27221)).
10.32	Form of Deferred Stock Units Award between Motorola, Inc. and its non-employee directors under the Motorola Omnibus Incentive Plan of 2006 or any successor plan for grants from February 11, 2007 to January 3, 2011 (incorporated by reference to Exhibit 10.9 to Motorola Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No. 1-27221)).
*10.33	Form of Motorola Mobility Substitute Award Agreement for the Motorola Mobility Holdings, Inc. Legacy Incentive Plan-Terms and Conditions Related to Non-Employee Director Nonqualified Stock Options granted under the Motorola Omnibus Incentive Plan of 2002.
*10.34	Motorola Mobility Substitute Award Agreement for the Motorola Mobility Holdings, Inc. Legacy Incentive Plan-Terms and Conditions Related to Employee Nonqualified Stock Options for a grant made on April 2, 2007 by Motorola, Inc. to Thomas J. Meredith under the Motorola Omnibus Incentive Plan of 2006.
*10.35	Form of Motorola Mobility Substitute Award Agreement for the Motorola Mobility Holdings, Inc. Legacy Incentive Plan-Terms and Conditions Related to Employee Nonqualified Stock Options for grants by Motorola, Inc. to Thomas J. Meredith under the Motorola Omnibus Incentive Plan of 2006.
*10.36	Form of Motorola Mobility Holdings, Inc. Restricted Stock Unit Substitute Award Agreement under the Motorola Mobility Holdings, Inc. Legacy Incentive Plan for grants by Motorola, Inc. to Thomas J. Meredith under the Motorola Omnibus Incentive Plan of 2006.
10.37	2009 Motorola Incentive Plan (incorporated by reference to Exhibit 10.1 to Motorola Inc.’s Report on Form 8-K filed on March 23, 2009 (File No. 1-7221)).
10.38	Motorola Long Range Incentive Plan (LRIP) of 2006 (as amended and restated as of July 28, 2008) (incorporated by reference to Exhibit 10.37 to Motorola, Inc.'s Report on Form 10-Q the fiscal quarter ended September 27, 2008 (File No. 1-7221)).
10.39	Motorola Long Range Incentive Plan (LRIP) of 2009 (as Amended and Restated as of July 26, 2010) (incorporated by reference to Exhibit 10.1 to Motorola, Inc.’s Report on Form 8-K filed on July 30, 2010 (File No. 1-7221)).
10.40	Arrangement for directors’ fees and retirement plan for non-employee directors (description incorporated by reference from the information under the caption “How Are the Directors Compensated?” of Motorola Mobility’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 9, 2011 (“Motorola Mobility Proxy Statement”)).
10.41	Description of insurance covering non-employee directors and their spouses (incorporated by reference from the information under the caption “Director Insurance Coverage” of the Motorola Mobility Proxy Statement).
10.42	Employment Agreement between Motorola, Inc. and Dr. Sanjay K. Jha effective as of August 4, 2008, as amended on December 15, 2008 and February 11, 2010 (“Jha Employment Agreement”) (incorporated by reference to Exhibit 10.8 of Amendment No. 3 to the Form 10 Registration Statement filed by Motorola Mobility Holdings, Inc. on November 12, 2010 (File No.1-34805)).
*10.43	Form of Motorola Mobility Substitute Award Agreement for the Motorola Mobility Holdings, Inc. Legacy Incentive Plan-Terms and Conditions Related to Employee Non-Qualified Stock Options for grants made by Motorola, Inc. to Sanjay Jha under the Motorola Omnibus Incentive Plan of 2006 and the New York Stock Exchange inducement grant exception pursuant to the terms of the Jha Employment Agreement.

121

Exhibit No.	Exhibit
*10.44	Form of Motorola Mobility Holdings, Inc. Restricted Stock Unit Substitute Award Agreement under the Motorola Mobility Holdings, Inc. Legacy Incentive Plan pursuant to the terms of Jha Employment Agreement for make-whole grants made on August 4, 2008 by Motorola, Inc. to Sanjay Jha under the New York Stock Exchange inducement grant exception and the Motorola Omnibus Incentive Plan of 2006, as amended.
*10.45	Motorola Mobility Holdings, Inc. Restricted Stock Unit Substitute Award Agreement under the Motorola Mobility Holdings, Inc. Legacy Incentive Plan for inducement grants made on August 4, 2008 by Motorola, Inc. to Sanjay Jha under the New York Stock Exchange inducement grant exception pursuant to the terms of the Jha Employment Agreement.
*10.46	Motorola Mobility Holdings, Inc. Stock Consideration Agreement for Sanjay Jha pursuant to the terms of the Jha Employment Agreement for August 4, 2008 make-whole grants.
*10.47	Motorola Mobility Holdings, Inc. Stock Consideration Agreement pursuant to the terms of the Jha Employment Agreement for August 4, 2008 inducement grants.
*10.48	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 Options for Dr. Sanjay Jha pursuant to the terms of the Jha Employment Agreement.
*10.49	Motorola Mobility Holdings, Inc. Stock Option Consideration Agreement for Dr. Sanjay Jha for grants on or after January 28, 2011 pursuant to the terms of the Jha Employment Agreement.
*10.50	Motorola Mobility Holdings, Inc. Restricted Stock Agreement for Dr. Sanjay Jha granted under the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan pursuant to the terms of the Jha Employment Agreement.
10.51	Employment Offer Letter between Motorola, Inc., and Daniel M. Moloney, effective as of July 30, 2010 (incorporated by reference to Exhibit 10.9 of Amendment No. 1 to the Form 10 Registration Statement filed by Motorola Mobility Holdings, Inc. on August 31, 2010 (formerly Motorola SpinCo Holdings Corporation) (File No. 1-34805)).
10.52	Employment Offer Letter between Motorola, Inc. and William G. Ogle effective as of July 6, 2009 (incorporated by reference to Exhibit 10.10 of Amendment No. 1 to the Form 10 Registration Statement filed by Motorola Mobility Holdings, Inc. on August 31, 2010 (formerly Motorola SpinCo Holdings Corporation) (File No. 1-34805)).
*10.53	Form of Aircraft Time Sharing Agreement by and between Motorola Mobility, Inc. and Sanjay K. Jha.
*10.54	Motorola Mobility Domestic Relocation Policy.
**10.55	Mobile Application Distribution Agreement between Motorola, Inc. And Google Inc. dated as of June 8, 2009 (incorporated by reference to Exhibit 10.12 of Amendment No. 4 to the Form 10 Registration Statement filed by Motorola Mobility Holdings, Inc. on November 30, 2010 ) (File No. 1-34805)).
**10.56	Term Sheet for Subscriber Units and Services Agreement between Nextel Communications, Inc. and Motorola, Inc. dated as of December 31, 2003 (incorporated by reference to Exhibit 10.13 of Amendment No. 4 to the Form 10 Registration Statement filed by Motorola Mobility Holdings, Inc. on November 30, 2010 ) (File No. 1-34805)).
**10.57	Amendment Twenty-Seven to the Term Sheet for Subscriber Units and Services Agreement between Nextel Communications, Inc. and Motorola, Inc., effective January 1, 2010 (incorporated by reference to Exhibit 10.14 of Amendment No. 4 to the Form 10 Registration Statement filed by Motorola Mobility Holdings, Inc. on November 30, 2010 ) (File No. 1-34805)).
**10.58	Corporate Supply Agreement between Broadcom Corporation and Motorola, Inc. dated as of November 17, 2008 (incorporated by reference to Exhibit 10.17 of Amendment No. 4 to the Form 10 Registration Statement filed by Motorola Mobility Holdings, Inc. on November 30, 2010 ) (File No. 1-34805)).

122

Exhibit No.	Exhibit
*21	Subsidiaries of Motorola Mobility Holdings, Inc.
23	Consent of Independent Registered Public Accounting Firm, see page 116 of the Annual Report on Form 10-K of which this Exhibit Index is a part.
*31.1	Certification of Dr. Sanjay K. Jha pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2	Certification of Marc E. Rothman pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1	Certification of Dr. Sanjay K. Jha pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*32.2	Certification of Marc E. Rothman pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Filed herewith

** An application for confidential treatment for selected portions of this agreement has been filed with the Securities and Exchange Commission.

EX-3.1.(A)

Exhibit 3.1(a)

RESTATED

CERTIFICATE OF INCORPORATION

OF

MOTOROLA MOBILITY HOLDINGS, INC.

Motorola Mobility Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented (the “DGCL”) hereby certifies as follows:

ARTICLE 1

The name of the corporation is MOTOROLA MOBILITY HOLDINGS, INC.

ARTICLE 2

The address of the corporation’s registered office in the State of Delaware is c/o The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware 19801. The name of the corporation’s registered agent at such address is The Corporation Trust Company.

ARTICLE 3

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE 4

The number of shares which the corporation shall have authority to issue, itemized by classes, par value of shares, and series, if any within a class, is:

Class	Series (if any)	Number of Shares		Par Value Per Share
Preferred	To be issued in series		500,000	$	0.01
Common	None		900,000,000	$	0.01

The powers, preferences and rights, and the qualifications, limitations or restrictions thereof relating to the Preferred Stock and the Common Stock are:

The Preferred Stock:

(1) The Preferred Stock may be issued from time to time in one or more series and with such designation for each such series as shall be stated and expressed in the resolution or resolutions providing for the issue of each such series adopted by the Board of Directors. The Board of Directors in any such resolution or resolutions is expressly authorized to state and express for each such series:

(i) The voting powers, if any, of the holders of stock of such series;

(ii) The rate per annum and the times at and conditions upon which the holders of stock of such series shall be entitled to receive dividends, and whether such dividends shall be cumulative or noncumulative and if cumulative the terms upon which such dividends shall be cumulative;

(iii) The price or prices and the time or times at and the manner in which the stock of such series shall be redeemable;

(iv) The right to which the holders of the shares of stock of such series shall be entitled upon any voluntary or involuntary liquidation, dissolution or winding up of the corporation;

(v) The terms, if any, upon which shares of stock of such series shall be convertible into, or exchangeable for, shares of stock of any other class or classes or of any other series of the same or any other class or classes, including the price or prices or the rate or rates of conversion or exchange and the terms of adjustment, if any;

(vi) The number of shares constituting such series; and

(vii) Any other designations, powers, preferences, and relative, participating, optional or other special rights, and qualification, limitations or restrictions thereof so far as they are not inconsistent with the provisions of the Certificate of Incorporation, as amended, and to the full extent now or hereafter permitted by the laws of Delaware.

(2) All shares of the Preferred Stock of any one series shall be identical to each other in all respects, except that shares of any one series issued at different times may differ as to the dates from which dividends thereon, if cumulative, shall be cumulative.

The Common Stock:

(1) The Common Stock may be issued by the corporation from time to time for such consideration and upon such terms as may be fixed from time to time by the Board of Directors and as may be permitted by law, without action by any stockholders.

(2) The holders of Common Stock shall be entitled to dividends only if, when and as the same shall be declared by the Board of Directors and as may be permitted by law and the preferences of any outstanding Preferred Stock.

(3) Each share of the Common Stock shall entitle the holder thereof to one vote, in person or by proxy, at any and all meetings of the stockholders of the corporation on all propositions before such meetings and on all elections of Directors of the corporation. The holders of Common Stock shall not have cumulative voting rights for the election of directors or for any other purpose.

(4) Except as otherwise provided by law, or by the resolution or resolutions adopted by the Board of Directors designating the rights, powers and preferences of any series of Preferred Stock, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes.

ARTICLE 5

The number of directors of the corporation shall be fixed by the bylaws and may be altered from time to time as may be provided therein, but in no event shall the number of directors of the corporation be less than three. Unless and except to the extent that the bylaws of the corporation shall so require, the election of directors of the corporation need not be by written ballot.

ARTICLE 6

The following provisions are inserted for the regulation of the business and for the conduct of the affairs of the corporation.

Section 1. In furtherance and not in limitation of the powers conferred by law, the Board of Directors is expressly authorized, to amend or repeal the bylaws or to adopt new bylaws, subject to any limitations that may be contained in such bylaws and the power of the stockholders of the corporation to alter or repeal any bylaws made by the Board of Directors.

Section 2. Any action required or permitted to be taken by the stockholders of the corporation at a stockholder meeting may be effected by consent in writing by such stockholders in accordance with the bylaws and the laws of the State of Delaware.

Section 3. The corporation reserves the right to amend, alter or repeal any provision contained in its Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by the laws of the State of Delaware, and except as set forth in Article 7 below, all rights, preferences and privileges of whatsoever nature conferred on directors, stockholders or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended herein are granted subject to this reservation.

ARTICLE 7

A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended.

Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.

ARTICLE 8

The corporation elects not to be governed by Section 203 of the General Corporation Law of Delaware.

ARTICLE 9

If any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the corporation to the fullest extent permitted by law.

ARTICLE 10

The adoption of any stockholder rights plan (also known as a “poison pill”) (a “Stockholder Rights Plan”) or the amendment of any such Stockholder Rights Plan which has the effect of extending the term of any Stockholder Rights Plan, shall require the affirmative vote of the holders of record of a majority of the outstanding shares of Common Stock.

Anything in Article 10 of this Certificate of Incorporation to the contrary notwithstanding, one Stockholder Rights Plan may be adopted by the affirmative vote of the directors then in office in response to each Acquisition Proposal. Any Stockholder Rights Plan (and all amendments thereto) so adopted shall expire no later than six months following the date of its adoption, unless such Stockholder Rights Plan is approved by the affirmative vote of the holders of record of a majority of the outstanding shares of Common Stock prior to the expiration of such six-month period. For purposes of this Article 10, an “Acquisition Proposal” shall mean (i) the commencement of a bona fide tender offer to acquire shares of Common Stock or (ii) the delivery of a bona fide “bear hug” letter to the corporation or its Board of Directors. All amendments or modifications to a tender offer or “bear hug” letter shall constitute, in the aggregate, a single “Acquisition Proposal.” For purposes of this Article 10, whether a tender offer or “bear hug” letter is bona fide shall be based on the good faith determination of the Board of Directors.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been executed by a duly authorized officer of this corporation on this 1^st day of December, 2010.

MOTOROLA MOBILITY HOLDINGS, INC.
By:	/s/ Carol H. Forsyte
	Name:	Carol H. Forsyte
	Title:	Corporate Vice President
		and Secretary

SIGNATURE PAGE TO MOTOROLA MOBILITY HOLDINGS, INC. AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

EX-3.2

Exhibit 3.2

Adopted 11-30-2010

RESTATED BYLAWS

OF

MOTOROLA MOBILITY HOLDINGS, INC.

Incorporated under the Laws of the State of Delaware

ARTICLE I

OFFICES AND RECORDS

Section 1.1. Delaware Office. The address of MOTOROLA MOBILTY HOLDINGS, INC’S (the “Corporation”) registered office in the State of Delaware is c/o The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware 19801. The name of the corporation’s registered agent at such address is The Corporation Trust Company.

Section 1.2. Other Offices. The Corporation may have such other offices, either inside or outside the State of Delaware, as the Board of Directors may designate or as the business of the Corporation may from time to time require.

Section 1.3. Books and Records. The books and records of the Corporation may be kept inside or outside the State of Delaware at such place or places as may from time to time be designated by the Board of Directors.

ARTICLE II

STOCKHOLDERS

Section 2.1. Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on such date and time as may be fixed by resolution of the Board of Directors.

Section 2.2. Special Meeting. Subject to the rights of the holders of any series of stock (“Preferred Stock”) having a preference over the common stock, par value $0.01 per share, of the Corporation (the “Common Stock”) as to dividends, voting or upon liquidation with respect to such series of Preferred Stock, special meetings of the stockholders may be called only by the Chairman of the Board of Directors or by the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors which the Corporation would have if there were no vacancies (the “Whole Board”) or by the Chief Executive Officer of the Corporation (the “CEO”) or the Secretary at the request in proper form of the holders of not less than 20 percent of the voting power of the issued and outstanding voting stock of the Corporation entitled to vote generally for the election of directors (the “Voting Stock”). To be in proper form, such stockholder request (the “Request”) for a special meeting shall:

(a) be directed to the Secretary in writing and shall be signed by each stockholder requesting the special meeting, or a duly authorized agent of such stockholder;

(b) be accompanied by a written notice setting forth the specific purpose(s) of the special meeting and information required by Section 2.8 of these Bylaws, including the information as to any nominations proposed to be presented and any other business proposed to be conducted at such special meeting and as to the stockholder(s) requesting the special meeting.

(c) A special meeting requested by stockholders shall be held at such date, time and place as may be designated by the Board of Directors or Chairman of the Board of Directors; provided, however, that the date of any such special meeting shall be not more than 90 days after receipt by the Secretary of a Request satisfying the requirements of this Section 2.2. Notwithstanding the foregoing, a special meeting requested by stockholders shall not be held if:

(i) a valid Request is not delivered in the manner and form prescribed pursuant to this Section 2.2;

(ii) the stated business to be brought before the special meeting is not a proper subject for stockholder action under applicable law;

(iii) the Chairman of the Board of Directors or the Board of Directors has called or calls for an annual or special meeting

Adopted 11-30-2010

of stockholders to be held within 90 days of the time the Secretary receives the Request for the special meeting and the Board of Directors determines in good faith that the business of such annual or special meeting includes (among any other matters properly brought before the annual or special meeting) the business specified in the stockholder Request;

(iv) an identical or substantially similar item was presented at any meeting of stockholders held within 120 days prior to the stockholder Request for a special meeting; or

(v) documentary evidence of the record and beneficial ownership of such shares of stock as of the record date is not established as required by this Section 2.2 and Section 2.8 of these Bylaws.

(d) A stockholder may revoke a Request for a special meeting at any time by written revocation delivered to the Secretary, and if, following such revocation, there are unrevoked Requests from stockholders holding in the aggregate less than the requisite number of shares of stock entitling the stockholders to request a special meeting be called in Section 2.2(a), the Chairman of the Board of Directors or the Board of Directors, in their discretion, may cancel the special meeting. If none of the stockholders who submitted the Request for a special meeting appears or sends a qualified representative to present the nominations proposed to be presented or other business proposed to be conducted at the special meeting, the Corporation need not present such nominations or other business for a vote at such meeting.

(e) Business transacted at special meetings shall be confined to the purposes stated in the Corporation’s notice of the meeting or in any supplemental notice delivered by the Corporation in accordance with Section 2.4 of these Bylaws.

Section 2.3. Place of Meeting. The Board of Directors, the Chairman of the Board of Directors or the CEO, as the case may be, may designate the place of meeting for any annual or special meeting of the stockholders. If no designation is so made, the place of meeting shall be the principal office of the Corporation.

Section 2.4. Notice of Meeting. Written or printed notice, stating the place, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered by the Corporation by or at the direction of the Board of Directors, Chairman of the Board or the Secretary, or the officer calling the meeting not less than ten days nor more than 60 days before the date of the meeting, either personally, by electronic transmission in the manner provided in Section 232 of the General Corporation Law of the State of Delaware (except to the extent prohibited by Section 232(e) of the General Corporation Law of the State of Delaware) or by mail, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at the address as it appears on the stock transfer books of the Corporation. If notice is given by electronic transmission, such notice shall be deemed to be given at the times provided in the General Corporation Law of the State of Delaware. Such further notice shall be given as may be required by law. Meetings may be held without notice if all stockholders entitled to vote are present, or if notice is waived by those not present in accordance with Section 7.4 of these Bylaws. Any previously scheduled meeting of the stockholders may be postponed, and (a) unless the Certificate of Incorporation otherwise provides, any special meeting of the stockholders called by the Chairman of the Board or the Board of Directors may be cancelled, by resolution of the Board of Directors upon public notice given prior to the date previously scheduled for such meeting of stockholders and (b) any special meeting of stockholders called by the CEO or the Secretary at the request of stockholders pursuant to Section 2.2(a) of these Bylaws may be cancelled in accordance with Section 2.2(d) of these Bylaws.

Section 2.5. Quorum and Adjournment. Except as otherwise provided by law or by the Certificate of Incorporation, the holders of one-third of the Voting Stock, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of a majority of the outstanding shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. The Presiding Stockholder Meeting Chair (as defined below) may adjourn the meeting from time to time, whether or not there is a quorum. No notice of the time and place of adjourned meetings need be given except as required by law. The stockholders present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 2.6. Proxies. At all meetings of stockholders, a stockholder may vote by proxy executed in writing (or in such manner prescribed by the General Corporation Law of the State of Delaware) by the stockholder, or by his duly authorized attorney in fact.

Section 2.7. Order of Business.

(a) Meetings of Stockholders. At any annual or special meeting of the stockholders, only such business shall be conducted or considered, as shall have been properly brought before the meeting. For nominations to be properly made at an annual meeting or at

Adopted 11-30-2010

a special meeting at which directors are to be elected pursuant to the Corporation’s notice of meeting, and proposals of other business to be properly brought before an annual or special meeting, such nominations and proposals of other business must be (i) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) otherwise properly made at the annual meeting, or brought before the special meeting, by or at the direction of the Board of Directors or (iii) otherwise properly requested to be brought before the annual or special meeting by a stockholder of the Corporation in accordance with these Bylaws. For nominations of persons for election to the Board of Directors or proposals of other business to be properly requested by a stockholder to be made at an annual meeting, or brought before a special meeting, a stockholder must (A) in the case of a special meeting, with respect to (x) nominations of persons for election to the Board, either have called such meeting in accordance with Section 2.2 of these Bylaws or be making nominations solely in response to nominations made by the Company or by another stockholder who has properly called such special meeting in accordance with Section 2.2 of these Bylaws or (y) proposals of business to be conducted at such special meeting, have properly called such special meeting in accordance with Section 2.2 of these Bylaws, (B) be a stockholder of record at the time of giving of notice of such annual or special meeting by or at the direction of the Board of Directors and at the time of the annual or special meeting, (C) be entitled to vote at such annual or special meeting and (D) comply with the procedures set forth in these Bylaws as to such business or nomination.

(b) General. Section 2.7(a) shall be the exclusive means for a stockholder to make nominations or other business proposals (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and included in the Corporation’s notice of meeting) before an annual or special meeting of stockholders. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the Presiding Stockholder Meeting Chair (as defined below) of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with these Bylaws and, if any proposed nomination or other business is not in compliance with these Bylaws, to declare that no action shall be taken on such nomination or other proposal and such nomination or other proposal shall be disregarded.

(c) Meeting Procedures. The Chairman of the Board or other person presiding as provided in these Bylaws or by the Board of Directors (the “Presiding Stockholder Meeting Chair”), shall call meetings of the stockholders to order. The Secretary, or in the event of his or her absence or disability, the Assistant Secretary, if any, or if there be no Assistant Secretary, in the absence of the Secretary, an appointee of the Presiding Stockholder Meeting Chair, shall act as Secretary of the meeting. The order of business and all other matters of procedure at every meeting of stockholders may be determined by such Presiding Stockholder Meeting Chair. Except to the extent inconsistent with applicable law, these Bylaws or any rules and regulations adopted by the Board of Directors, the Presiding Stockholder Meeting Chair of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts, including causing an adjournment of such meeting, as, in the judgment of such Presiding Stockholder Meeting Chair, are appropriate. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the Presiding Stockholder Meeting Chair of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) rules and procedures for maintaining order at the meeting and the safety of those present; (c) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the Presiding Stockholder Meeting Chair shall permit; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; (e) limitations on the time allotted to questions or comments by participants; and (f) establishing times for opening and closing of the voting polls for each item upon which a vote is to be taken. Unless, and to the extent determined by the Board of Directors or the Presiding Stockholder Meeting Chair of the meeting, meetings of the stockholders shall not be required to be held in accordance with rules of parliamentary procedure.

Section 2.8. Advance Notice of Stockholder Business and Nominations.

(a) Annual Meeting of Stockholders. Without qualification or limitation, subject to Section 2.8(c)(iv) of these Bylaws, for any nominations or any other business to be properly brought before an annual meeting by a stockholder pursuant to Section 2.7(a) of these Bylaws, the stockholder must have given timely notice thereof and timely updates and supplements thereof in writing to the Secretary and such other business must otherwise be a proper matter for stockholder action under the Delaware General Corporation Law.

To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation; provided, further, that with respect to 2011 annual meeting, notice by the stockholder

Adopted 11-30-2010

must be so delivered not later than the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall any adjournment or postponement of an annual meeting, or the public announcement thereof, commence a new time period for the giving of a stockholder’s notice as described above.

Notwithstanding anything in the immediately preceding paragraph to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased by the Board of Directors, and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 2.8(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation.

In addition, to be timely, a stockholder’s notice shall further be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is ten business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary at the principal executive offices of the Corporation not later than five business days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than eight business days prior to the date for the meeting, any adjournment or postponement thereof in the case of the update and supplement required to be made as of ten business days prior to the meeting or any adjournment or postponement thereof.

(b) Special Meetings of Stockholders. Without qualification or limitation, subject to Section 2.8(c)(iv) of these Bylaws, for any business to be properly requested to be brought before a special meeting by a stockholder pursuant to Section 2.7(a) of these Bylaws, the stockholder must have given timely notice of such business and timely updates and supplements thereof in writing to the Secretary and such business must otherwise be a proper matter for stockholder action under the Delaware General Corporation Law.

To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th days prior to the date of such special meeting and not later than the close of business on the later of the 90th day prior to the date of such special meeting or, if the first public announcement of the date of such special meeting is less than 100 days prior to the date of such special meeting, the 10th day following the day on which public announcement of the date of the special meeting is first made. In no event shall an adjournment or postponement of a special meeting of stockholders, or the public announcement thereof, commence a new time period for the giving of a stockholder’s notice as described above.

In addition, to be timely, a stockholder’s notice shall further be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is ten business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary at the principal executive offices of the Corporation not later than five business days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than eight business days prior to the date for the meeting, any adjournment or postponement thereof in the case of the update and supplement required to be made as of ten business days prior to the meeting or any adjournment or postponement thereof.

Subject to Section 2.8(c)(iv) of these Bylaws, in the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, provided that the stockholder’s notice with respect to any nomination (including the completed and signed questionnaire, representation and agreement required by Section 2.9 of these Bylaws) shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day prior to the date of such special meeting and not later than the close of business on the later of the 90th day prior to the date of such special meeting or, if the first public announcement of the date of such special meeting is less than 100 days prior to the date of such special meeting, the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall any adjournment or postponement of a special meeting, or the public announcement thereof, commence a new time period for the giving of a stockholder’s notice as described above.

(c) Other Provisions.

(i) To be in proper form, a stockholder’s notice given pursuant to Section 2.7(a) of these Bylaws to the Secretary must include the following, as applicable.

(A) As to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, a stockholder’s notice must set forth: (1) the name and address of such stockholder, as they appear on the Corporation’s

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books, of such beneficial owner, if any, and of their respective affiliates or associates or others acting in concert therewith, (2) (x) the class or series and number of shares of the Corporation which are, directly or indirectly, owned beneficially and of record by such stockholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith, (y) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, any derivative or synthetic arrangement having the characteristics of a long position in any class or series of shares of the Corporation, or any contract, derivative, swap or other transaction or series of transactions designed to produce economic benefits and risks that correspond substantially to the ownership of any class or series of shares of the Corporation, including due to the fact that the value of such contract, derivative, swap or other transaction or series of transactions is determined by reference to the price, value or volatility of any class or series of shares of the Corporation, whether or not such instrument, contract or right shall be subject to settlement in the underlying class or series of shares of the Corporation, through the delivery of cash or other property, or otherwise, and without regard of whether the stockholder of record, the beneficial owner, if any, or any affiliates or associates or others acting in concert therewith, may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract or right (a “Derivative Instrument”) directly or indirectly owned beneficially by such stockholder, the beneficial owner, if any, or any affiliates or associates or others acting in concert therewith and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation, (3) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder has a right to vote any class or series of shares of the Corporation, (4) any agreement, arrangement, understanding, relationship or otherwise, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, by such stockholder, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of the shares of the Corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such stockholder with respect to any class or series of the shares of the Corporation, or which provides, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the price or value of any class or series of the shares of the Corporation (“Short Interests”) (excluding market or industry hedges), (5) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder that are separated or separable from the underlying shares of the Corporation, (6) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership, (7) any performance-related fees (other than an asset-based fee) that such stockholder is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, including without limitation any such interests held by members of such stockholder’s immediate family sharing the same household, (8) any significant equity interests or any Derivative Instruments or Short Interests in any principal competitor of the Corporation held by such stockholder, (9) any direct or indirect interest of such stockholder in any contract with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), and (10) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election or is otherwise required, in each case, pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder;

(B) If the notice relates to any business other than a nomination of a director or directors that the stockholder proposes to bring before the meeting, a stockholder’s notice must, in addition to the matters set forth in paragraph (A) above, also set forth: (1) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such stockholder and beneficial owner, if any, in such business, (2) the text of the proposal or business (including the text of any resolutions proposed for consideration), and (3) a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such stockholder;

(C) As to each person, if any, whom the stockholder proposes to nominate for election or reelection to the Board of Directors, a stockholder’s notice must, in addition to the matters set forth in paragraph (A) above, also set forth: (1) all information relating to such person that would be required to be disclosed in a proxy statement required to be made in connection with solicitations of proxies for election of directors or is otherwise required, in each case, in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement and form of proxy as a nominee and to serving as a director if elected) and (2) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and

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(D) With respect to each person, if any, whom the stockholder proposes to nominate for election or reelection to the Board of Directors, a stockholder’s notice must, in addition to the matters set forth in paragraphs (A) and (C) above, also include a completed and signed questionnaire, representation and agreement required by Section 2.9 of these Bylaws. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.

(ii) For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(iii) Notwithstanding the foregoing provisions of these Bylaws, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in these Bylaws; provided, however , that any references in these Bylaws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to Section 2.7 of these Bylaws.

(iv) Nothing in these Bylaws shall be deemed to affect any rights (A) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act, or (B) of the holders of any series of Preferred Stock if and to the extent provided for under law, the Certificate of Incorporation or these Bylaws. Subject to Rule 14a-8 under the Exchange Act, nothing in these Bylaws shall be construed to permit any stockholder, or give any stockholder the right, to include or have disseminated or described in the Corporation’s proxy statement any nomination of director or directors or any other business proposal.

Section 2.9. Submission of Questionnaire, Representation and Agreement. With respect to each person, if any, whom a stockholder proposes to nominate for election or reelection to the Board of Directors, in order for such person to be eligible to be a nominee for election or reelection as a director of the Corporation, such stockholder must deliver to the Secretary at the principal executive offices of the Corporation (in accordance with the time periods prescribed for delivery of notice under Section 2.8 of these Bylaws), in addition to the information required under Section 2.8 by these Bylaws, a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request), and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (a) is not and will not become a party to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (ii) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (c) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a director shall furnish to the Secretary the information that is required pursuant to this Section 2.9.

Section 2.10. Procedure for Election of Directors; Required Vote.

(a) Except as set forth below, election of directors at all meetings of the stockholders at which directors are to be elected shall be by ballot, and, subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, a majority of the votes cast at any meeting for the election of directors at which a quorum is present shall elect directors. For purposes of this Bylaw, a majority of votes cast shall mean that the number of shares voted “for” a director’s election must exceed the number of votes cast “against” that director’s election. Votes cast shall exclude abstentions with respect to that director’s election. Notwithstanding the foregoing, in the event of a “contested election” of directors, directors shall be elected by the vote of a plurality of the votes cast at any meeting for the election of directors at which a quorum is present. For purposes of this Bylaw, a “contested election” shall mean any election of directors in which the number of candidates for election as directors exceeds the number of directors to be elected, with the determination thereof being made by the Secretary as of the close of the applicable notice of nomination period set forth in Section 2.8 of these Bylaws or under applicable law, based on whether one or more notice(s) of nomination were timely filed in accordance with said Section 2.8; provided, however, that the determination that an election is a “contested election” shall be determinative only as to the timeliness of a notice of nomination and not otherwise as to its validity. If,

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prior to the time the Corporation mails its initial proxy statement in connection with such election of directors, one or more notices of nomination are withdrawn such that the number of candidates for election as director no longer exceeds the number of directors to be elected, the election shall not be considered a contested election, but in all other cases, once an election is determined to be a contested election, directors shall be elected by the vote of a plurality of the votes cast.

(b) If a nominee for director who is an incumbent director is not elected and no successor has been elected at such meeting, the director shall promptly tender his or her resignation to the Board of Directors. The nominating committee or such other committee designated by the Board of Directors pursuant to these Bylaws for the purpose of recommending director nominees to the Board of Directors (“Nominating Committee”), shall make a recommendation to the Board of Directors as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board of Directors shall act on the tendered resignation, taking into account the Nominating Committee’s recommendation, and publicly disclose (by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within 90 days from the date of the certification of the election results. The Nominating Committee in making its recommendation, and the Board of Directors in making its decision, may each consider any factors or other information that it considers appropriate and relevant. The director who tenders his or her resignation shall not participate in the recommendation of the Nominating Committee or the decision of the Board of Directors with respect to his or her resignation. If such incumbent director’s resignation is not accepted by the Board of Directors, such director shall continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal. If a director’s resignation is accepted by the Board of Directors pursuant to this Bylaw, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors, in its sole discretion, may fill any resulting vacancy pursuant to the provisions of Section 3.10 of these Bylaws or may decrease the size of the Board of Directors pursuant to the provisions of Section 3.2 of these Bylaws.

(c) Except as otherwise provided by law, the Certificate of Incorporation, or these Bylaws, in all matters other than the election of directors, the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the act of the stockholders.

Section 2.11. Inspectors of Elections; Opening and Closing the Polls. The Board of Directors by resolution shall appoint one or more inspectors, which inspector or inspectors may, but do not need to, include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives, to act at the meetings of stockholders and make a written report thereof. One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed to act or is able to act at a meeting of stockholders, the Presiding Stockholder Meeting Chair of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall have the duties prescribed by law.

The Presiding Stockholder Meeting Chair of the meeting shall be appointed by the inspector or inspectors to fix and announce at the meeting the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting.

Section 2.12. Record Date for Action by Written Consent. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall request the Board of Directors to fix a record date, which request shall be in proper form and delivered to the Secretary at the principal executive offices of the Corporation. To be in proper form, such request must be in writing, shall state the purpose or purposes of the action or actions proposed to be taken by written consent.

The Board of Directors shall promptly, but in all events within ten days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within ten days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business or to any officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.

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Section 2.13. Inspectors of Written Consent. In the event of the delivery, in the manner provided by Section 2.12 of these Bylaws, to the Corporation of the requisite written consent or consents to take corporate action and/or any related revocation or revocations, the Corporation shall engage nationally recognized independent inspectors of elections for the purpose of promptly performing a ministerial review of the validity of the consents and revocations. For the purpose of permitting the inspectors to perform such review, no action by written consent without a meeting shall be effective until such date as the independent inspectors certify to the Corporation that the consents delivered to the Corporation in accordance with Section 2.12 of these Bylaws represent at least the minimum number of votes that would be necessary to take the corporate action. Nothing contained in this paragraph shall in any way be construed to suggest or imply that the Board of Directors or any stockholder shall not be entitled to contest the validity of any consent or revocation thereof, whether before or after such certification by the independent inspectors, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

Section 2.14. Effectiveness of Written Consent. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated written consent received in accordance with Section 2.12 of these Bylaws, a written consent or consents signed by a sufficient number of holders to take such action are delivered to the Corporation in the manner prescribed in Section 2.12 of these Bylaws under the General Corporation Laws of the State of Delaware.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1. General Powers. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders.

Section 3.2. Number, Tenure and Qualifications. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the Whole Board; provided however that the Board of Directors shall at no time consist of fewer than three directors. No decrease in the number of authorized directors constituting the Whole Board shall shorten the term of any incumbent director.

The directors shall be elected at the annual meetings of stockholders as specified in the Certificate of Incorporation except as otherwise provided in the Certificate of Incorporation and in these Bylaws, and each director of the Corporation shall hold office until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. The directors shall not be divided into classes of directors with terms of office that are greater than one year and which terms of office expire at different times. Any decision by the Board of Directors to repeal or amend this second paragraph of Section 3.2 to provide for a classified board of directors shall require the affirmative vote of the holders of record of a majority of the outstanding shares of Common Stock.

Section 3.3. Regular Meetings. A regular meeting of the Board of Directors for the purpose of electing officers and for the transaction of such other business as may come before the meeting, shall be held without other notice than this Bylaw immediately after, and at the same place as, the Annual Meeting of Stockholders unless by resolution of the Board of Directors a different date, time and place is designated for this regular meeting. The Board of Directors may, by resolution, provide the time and place for the holding of additional regular meetings without other notice than such resolution.

Section 3.4. Special Meetings. Special meetings of the Board of Directors shall be called at the request of the Chairman of the Board of Directors, the CEO or a majority of the Board of Directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix the place and time of the meetings.

Section 3.5. Meetings in Executive Session. During any regular meeting or special meeting of the Board of Directors, the Board of Directors may have an executive session with only the nonemployee directors or only the independent directors present and such other invitees as the directors participating in the executive session shall so determine. No separate notice of the executive session is required. The presiding director, as determined by the Board of Directors’ established procedures, shall preside at such executive session unless the directors participating in such session shall select another director to preside.

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Section 3.6. Notice. Notice of any regular meeting (if other than by resolution) or special meeting of directors shall be given to each director at his or her usual place of business or residence in writing by hand delivery, first-class or overnight mail or courier service, email or other electronic means or facsimile transmission, or orally by telephone, including a voice messaging system, or other system or technology designed to record and communicate messages. If mailed by first-class mail, such notice shall be deemed adequately delivered when deposited in the United States mails so addressed, with postage thereon prepaid, at least five days before such meeting. If by overnight mail or courier service, such notice shall be deemed adequately delivered when the notice is delivered to the overnight mail or courier service company at least 24 hours before such meeting. If by email or other electronic means, facsimile transmission, telephone or by hand, such notice shall be deemed adequately delivered when the notice is transmitted at least 12 hours before such meeting. If, however, the meeting is called by or at the request of the Chairman of the Board and if the Chairman of the Board decides that unusual and urgent business is to be transacted at the meeting (which decision shall be conclusively demonstrated by the Chairman of the Board giving notice of the meeting less than 12 hours prior to the meeting), then at least 2 hours prior notice shall be given. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting, except for amendments to these Bylaws, as provided under Section 9.1 of these Bylaws. A meeting may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting in accordance with Section 7.4 of these Bylaws. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting and objects at the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 3.7. Action by Consent of Board of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a consent in writing or by electronic transmission setting forth the action so taken, shall be signed by all members of the Board or committee, as the case may be, entitled to vote or not abstaining from the vote, and is filed with the minutes of proceedings of the Board of Directors or committee.

Section 3.8. Conference Telephone Meetings. Members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 3.9. Quorum. Subject to Section 3.10 of these Bylaws, a whole number of directors equal to at least a majority of the Whole Board shall constitute a quorum for the transaction of business, but if at any meeting of the Board of Directors there shall be less than a quorum present, a majority of the directors present may adjourn the meeting from time to time without further notice. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. The directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

Section 3.10. Vacancies. Subject to applicable law and the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, and unless the Board of Directors otherwise determines, vacancies occurring in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause, and newly created directorships resulting from any increase in the authorized number of directors, may be filled only by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors, and directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders and until such director’s successor shall have been duly elected and qualified or until such director’s earlier death, resignation or removal, with or without cause; provided that in lieu of filling a vacancy, the Board of Directors may reduce the number of directors pursuant to Section 3.2 of these Bylaws.

Section 3.11. Compensation. Directors who also are employees of the Corporation shall not receive any additional compensation for services provided as a member of the Board of Directors. The non-employee directors shall be entitled to receive pursuant to resolution of the Board of Directors, fixed fees or other compensation for their services as directors, including committee fees. In addition, reimbursement of travel and other expenses incurred for attendance at each regular or special meeting of the Board of Directors or at any meeting of a committee of the Board of Directors or in connection with their other services to the Corporation may be permitted. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 3.12. Committees. The Board of Directors may designate any committee as appropriate, which shall consist of two or more directors of the Corporation and the Board shall also designate a chairman of each committee. The Board of Directors may designate one or more directors of the Corporation as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Each member (and each alternate member of any such committee (whether designated at an annual meeting of the Board of Directors or to fill a vacancy, or otherwise) shall serve as a member of such committee until his or her successor shall have been designated or until he or she shall cease to be a director, or until his or her

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resignation or removal, with or without cause, from such committee. Any such committee may to the extent permitted by law exercise such powers and shall have such responsibilities as shall be specified in the designating resolution. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. The members of each committee shall designate a person to act as secretary of the committee to keep written minutes, and to serve notices for, its meetings and perform such other duties as the committee may direct. Such person may, but need not be, a member of the committee and the chairman of each committee shall report such committee’s proceedings to the Board of Directors when required.

Except as otherwise specified in a resolution designating a committee, one-third of the members of a committee shall be necessary to constitute a quorum of that committee for the transaction of business. The act of a majority of committee members present at a meeting at which a quorum is present shall be the act of the committee, including. fixing the time and place of its meetings, unless the Board of Directors shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 3.6 of these Bylaws. The Board of Directors shall have power at any time to fill vacancies in, to change the membership of, or to dissolve, any such committee. Nothing herein shall be deemed to prevent the Board of Directors from appointing one or more committees consisting in whole or in part of persons who are not directors of the Corporation; provided, however, that no such committee shall have or may exercise any authority of the Board of Directors.

Section 3.13. Removal. Subject to the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, by the affirmative vote of the holders of a majority of the voting power of all of the outstanding shares of Voting Stock, voting together as a single class.

Section 3.14. Records. The Board of Directors shall cause to be kept a record containing the minutes of the proceedings of the meetings of the Board of Directors and of the stockholders, appropriate stock books and registers and such books of records and accounts as may be necessary for the proper conduct of the business of the Corporation.

Section 3.15. Validity of Contracts. No contract or other transaction entered into by the Corporation shall be affected by the fact that a director or officer of the Corporation is in any way interested in or connected with any party to such contract or transaction, or such director or officer is a party to such contract or transaction, even though in the case of a director the vote of the director having such interest or connection shall have been necessary to obligate the Corporation upon such contract or transaction; provided, however, that in any such case (i) the material facts of such interest are known or disclosed to the directors or stockholders and the contract or transaction is authorized or approved in good faith by the stockholders or by the Board of Directors or a committee thereof through the affirmative vote of a majority of the disinterested directors (even though not a quorum), or (ii) the contract or transaction is fair to the Corporation as of the time it is authorized, approved or ratified by the stockholders, or by the Board of Directors, or by a committee thereof.

ARTICLE IV

OFFICERS AND CHAIRMAN OF THE BOARD

Section 4.1. Elected and Appointed Officers. The elected officers of the Corporation shall include a Chief Executive Officer and a Secretary and such other officers as the Board of Directors may designate by resolution or in any other manner as the Board of Directors may determine. Any number of offices may be held by the same person. All elected officers shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article IV. Such elected officers shall also have such powers and duties as from time to time may be conferred by the Board of Directors or by any committee thereof or by any other manner as the Board of Directors may determine.

The Chief Executive Officer may appoint such other officers (including one or more Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers, and Assistant Controllers) and such agents, as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in these Bylaws or as may be prescribed by the Chief Executive Officer, as the case may be.

Section 4.2. Election and Term of Office. The elected officers of the Corporation shall be elected by the Board of Directors or in such other manner as the Board of Directors may determine. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his death or resignation or removal.

Section 4.3. Chairman of the Board of Directors. The Board of Directors shall annually elect one of its own members to be

Adopted 11-30-2010

the Chairman of the Board of Directors (“Chairman of the Board of Directors”). The Chairman of the Board of Directors may also be an elected officer of the Corporation. The Chairman of the Board of Directors shall preside at all meetings of the Board of Directors and of the stockholders, except as otherwise provided under these Bylaws, and may at any time call any meeting of the Board of Directors. The Board of Directors may remove or replace the Chairman of the Board of Directors as Chairman at any time for any reason.

Section 4.4. Chief Executive Officer. The Board of Directors may appoint one or officers of the Corporation as the Chief Executive Officer (such one or more individuals, the “CEO”). The CEO shall be the senior executive officer of the Corporation and shall in general supervise and control all the business and affairs of the Corporation. The CEO shall direct the policies of the Corporation and shall perform all other duties incident to the office or as may be delegated or assigned by the Board of Directors by resolution from time to time. The CEO may delegate powers to any other officer of the Corporation.

Section 4.5. President. The President (who may also be the Chief Operating Officer), if any, shall act in a general executive capacity and shall assist the CEO in the administration and operation of the Corporation’s business and general supervision of its policies and affairs and shall perform all other duties incident to the office or as may be delegated or assigned by the Board of Directors by resolution from time to time. Prior to any action by the Board of Directors, the President shall, in the absence of or because of the inability to act of the CEO, perform all duties of the CEO. There is no requirement that there be a President.

Section 4.6. Chief Financial Officer. The Chief Financial Officer, if any, shall be a Vice President and the senior financial officer and act in an executive financial capacity. The Chief Financial Officer shall assist the CEO in the general supervision of the Corporation’s financial policies and affairs and shall have such duties as are incident to such office or as may be delegated or assigned from time to time by the CEO or by the Board of Directors.

Section 4.7. Vice Presidents. A Vice President may be designated as an Executive Vice President, a Senior Vice President, a Corporate Vice President or such other designation as may be determined by the Board of Directors. Vice Presidents, if any, shall have such duties as are incident to such office or as may be delegated or assigned by the Board of Directors by resolution from time to time.

Section 4.8. Treasurer. The Treasurer, if any, shall exercise general supervision over the receipt, custody and disbursement of corporate funds. The Treasurer shall cause the funds of the Corporation to be deposited in such banks as may be authorized by the Board of Directors, or in such banks as may be designated as depositaries in the manner provided by resolution of the Board of Directors. The Treasurer shall have such further powers and duties and shall be subject to such directions as may be granted or imposed upon him or her from time to time by the CEO, or by the Board of Directors. The Treasurer may appoint one or more Assistant Treasurers to perform such duties as may be assigned by the Treasurer.

Section 4.9. Controller. The Controller, absent an election otherwise, shall be the Chief Accounting Officer of the Corporation and shall have such duties as are incident to such office or as may be delegated or assigned from time to time by the CEO, or by the Board of Directors.

Section 4.10. Secretary. The Secretary shall keep or cause to be kept in one or more books provided for that purpose, the minutes of all meetings of the Board of Directors, the committees of the Board of Directors and the stockholders; she or he shall see that all notices are duly given in accordance with the provisions of these Bylaws and as required by law; she or he shall be custodian of the records and the seal of the Corporation and affix and attest the seal to all stock certificates of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and affix and attest the seal to all other documents to be executed on behalf of the Corporation under its seal; and she or he shall see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and in general, she or he shall perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to her or him by the Board of Directors. The Secretary may appoint one or more Assistant Secretaries, each of whom shall have the power to affix and attest the corporate seal of the Corporation, and to attest to the execution of documents on behalf of the Corporation and perform such duties as may be assigned by the Secretary.

Section 4.11. Statutory Duties. Each respective officer shall discharge any and all duties pertaining to their respective office, which is imposed on such officer by the provisions of any present or future statute of the State of Delaware.

Section 4.12. Delegation of Duties. In case of the absence of any officer of the Corporation, the Chairman of the Board or the Board of Directors may delegate, for the time being, the duties of such officer to any other officer or to any director.

Section 4.13. Removal. Any officer elected, or agent appointed, by the Board of Directors may be removed from office with or without cause by the affirmative vote of a majority of the Whole Board. Except as may be otherwise determined by the Board

Adopted 11-30-2010

of Directors, any elected officer of the Corporation other than the Chief Financial Officer, the Secretary or the Controller may be removed at any time for any reason by the CEO provided that the CEO is a member of the Board of Directors. Any officer or agent appointed by the CEO may be removed by him or her with or without cause. No elected officer shall have any contractual rights against the Corporation for compensation by virtue of such election beyond the date of the election of his or her successor, his or her death, his or her resignation or his or her removal, whichever event shall first occur, except as otherwise provided in an employment contract or under an employee deferred compensation plan.

Section 4.14. Vacancies. A newly created elected office and a vacancy in any elected office because of death, resignation, or removal may be filled by the Board of Directors or in such other manner as the Board of Directors determines. Any vacancy in an office appointed by the CEO because of death, resignation, or removal may be filled by the CEO.

ARTICLE V

STOCK CERTIFICATES AND TRANSFERS

Section 5.1. Certificated and Uncertificated Stock; Transfers. The shares of stock of the Corporation representing the interest of each stockholder of the Corporation shall be uncertificated or may be evidenced by certificates for shares of stock in such form as the appropriate officers of the Corporation may from time to time prescribe.

The shares of the stock of the Corporation shall be transferred on the books of the Corporation, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares or by such person’s attorney duly authorized in writing, and upon compliance with appropriate procedures for transferring shares in uncertificated form, and in the case of certificated shares of stock, by the holder thereof in person or by his or her attorney duly authorized in writing, upon surrender for cancellation of certificates for at least the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

The certificates of stock shall be signed, countersigned and registered in such manner as the Board of Directors may by resolution prescribe, which resolution may permit all or any of the signatures on such certificates to be in facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

Notwithstanding anything to the contrary in these Bylaws, at all times that the Corporation’s stock is listed on a stock exchange, the shares of the stock of the Corporation shall comply with all direct registration system eligibility requirements established by such exchange, including any requirement that shares of the Corporation’s stock be eligible for issue in book-entry form. All issuances and transfers of shares of the Corporation’s stock shall be entered on the books of the Corporation with all information necessary to comply with such direct registration system eligibility requirements, including the name and address of the person to whom the shares of stock are issued, the number of shares of stock issued and the date of issue. The Board of Directors shall have the power and authority to make such rules and regulations as it may deem necessary or proper concerning the issue, transfer and registration of shares of stock of the Corporation in both the uncertificated and certificated form.

Section 5.2. Lost, Stolen or Destroyed Certificates. No certificate for shares of stock or uncertificated shares in the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or stolen, except on production of such evidence of such loss, destruction or theft and on delivery to the Corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Board of Directors or any financial officer may in its or his or her discretion require.

Section 5.3. Record Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.

Section 5.4. Transfer and Registry Agents. The Corporation may from time to time maintain one or more transfer offices or agencies and registry offices or agencies at such place or places as may be determined from time to time by the Board of Directors.

Adopted 11-30-2010

ARTICLE VI

INDEMNIFICATION

Section 6.1. Indemnification.

(a) Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was, at any time during which this Bylaw is in effect (whether or not such person continues to serve in such capacity at the time any indemnification or advancement of expenses pursuant hereto is sought or at the time any Proceeding relating thereto exists or is brought), a director or elected officer of the Corporation or is or was serving (at such time as such person is or was a director or elected officer of the Corporation) at the request of the Corporation as a director, elected officer, trustee, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Corporation (hereinafter, a “Covered Person”), whether the basis of such Proceeding is alleged action in an official capacity as a director, elected officer, trustee, employee or agent or in any other capacity while serving as a director, elected officer, trustee, employee or agent, shall be (and shall be deemed to have a contractual right to be) indemnified and held harmless by the Corporation (and any successor of the Corporation by merger or otherwise) to the fullest extent authorized by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended or modified from time to time (but, in the case of any such amendment or modification, only to the extent that such amendment or modification permits the Corporation to provide greater indemnification rights than said law permitted the Corporation to provide prior to such amendment or modification), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by Covered Person in connection therewith and such indemnification shall continue as to a Covered Person who has ceased to be a director, elected officer, trustee, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in paragraph (a) of Section 6.3 of these Bylaws, the Corporation shall indemnify any such Covered Person seeking indemnification in connection with a Proceeding (or part thereof) initiated by such Covered Person only if such Proceeding (or part thereof) was authorized by the Board of Directors.

(b) To obtain indemnification under this Bylaw, a claimant shall submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Upon written request by a claimant for indemnification, a determination, if required by applicable law, with respect to the claimant’s entitlement thereto shall be made as follows: (i) if requested by the claimant, by Independent Counsel (as hereinafter defined), or (ii) if no request is made by the claimant for a determination by Independent Counsel, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined), or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the claimant, or (C) if a quorum of Disinterested Directors so directs, by a majority vote of the stockholders of the Corporation. In the event the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected by the Board of Directors unless there shall have occurred within two years prior to the date of the commencement of the Proceeding for which indemnification is claimed a “Change of Control” as defined in the Corporation’s Most Recent Option Plan, in which case the Independent Counsel shall be selected by the claimant unless the claimant shall request that such selection be made by the Board of Directors. If it is so determined that the claimant is entitled to indemnification, payment to the claimant shall be made within ten days after such determination. For purposes this Bylaw, “Most Recent Option Plan” means the incentive compensation, stock ownership, stock appreciation, restricted stock, stock option, stock unit, “phantom” stock, change in control or other similar employee benefit plan of the Corporation last adopted by stockholders of the Corporation prior to the date of the commencement of the Proceeding for which indemnification is claimed.

Section 6.2. Mandatory Advancement of Expenses. To the fullest extent authorized by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended or modified from time to time (but, in the case of any such amendment or modification, only to the extent that such amendment or modification permits the Corporation to provide greater rights to advancement of expenses than said law permitted the Corporation to provide prior to such amendment or modification), each Covered Person shall have (and shall be deemed to have a contractual right to have) the right, without the need for any action by the Board of Directors, to be paid by the Corporation (and any successor of the Corporation by merger or otherwise) the expenses incurred in connection with any Proceeding in advance of its final disposition, such advances to be paid by the Corporation within 60 days after the receipt by the Corporation of a statement or statements from the claimant requesting such advance or advances from time to time; provided, however, that if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a Covered Person in his or her capacity as a director or elected officer (and not in any other capacity in which service was or is rendered by such person while a director or elected officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a Proceeding, shall be made only upon delivery to the Corporation of an undertaking (hereinafter, the

Adopted 11-30-2010

“Undertaking”) by or on behalf of such Covered Person, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal (a “final disposition”) that such Covered Person is not entitled to be indemnified for such expenses under this Bylaw or otherwise.

Section 6.3. Claims.

(a)(i) If a claim for indemnification under this Article VI is not paid in full by the Corporation within 30 days after a written claim pursuant to Section 6.1(b) of these Bylaws has been received by the Corporation, or (ii) if a request for advancement of expenses under this Article VI is not paid in full by the Corporation within 20 days after a statement pursuant to Section 6.2 of these Bylaws and the required Undertaking, if any, have been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim for indemnification or request for advancement of expenses and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action that, under the General Corporation Law of the State of Delaware, the claimant has not met the standard of conduct which makes it permissible for the Corporation to indemnify the claimant for the amount claimed or that the claimant is not entitled to the requested advancement of expenses, but (except where the required Undertaking, if any, has not been tendered to the Corporation) the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, Independent Counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, Independent Counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(b) If a determination shall have been made pursuant to Section 6.1(b) of these Bylaws that the claimant is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to Section 6.3(a) of these Bylaws.

(c) The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to paragraph (a) of this Section 6.3 that the procedures and presumptions of this Bylaw are not valid, binding and enforceable and shall stipulate in such proceeding that the Corporation is bound by all the provisions of this Bylaw.

Section 6.4. Contract Rights; Amendment and Repeal; Non-exclusivity of Rights.

(a) All of the rights conferred in this Article VI, as to indemnification, advancement of expenses and otherwise, shall be contract rights between the Corporation and each Covered Person to whom such rights are extended that vest at the commencement of such Covered Person’s service to or at the request of the Corporation and (i) any amendment or modification of this Article VI that in any way diminishes or adversely affects any such rights shall be prospective only and shall not in any way diminish or adversely affect any such rights with respect to any actual or alleged state of facts, occurrence, action or omission occurring prior to the time of such amendment or modification, or Proceeding previously or thereafter brought or threatened based in whole or in part upon any such actual or alleged state of facts, occurrence, action or omission, and (ii) all of such rights shall continue as to any such Covered Person who has ceased to be a director or elected officer of the Corporation or ceased to serve at the Corporation’s request as a director, elected officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, as described herein, and shall inure to the benefit of such Covered Person’s heirs, executors and administrators.

(b) All of the rights conferred in this Article VI, as to indemnification, advancement of expenses and otherwise, (i) shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or Disinterested Directors or otherwise and (ii) cannot be terminated by the Corporation, the Board of Directors or the stockholders of the Corporation with respect to a person’s service prior to the date of such termination.

Section 6.5. Insurance, Other Indemnification and Advancement of Expenses.

(a) The Corporation may maintain insurance, at its expense, to protect itself and any current or former director, elected officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware. To the extent that the Corporation maintains any policy or policies providing such insurance, each such current or former director or elected officer, and each such agent or employee to which rights to indemnification have been granted as provided in paragraph (b) of this Section 6.5, shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage thereunder for any such current or former director, elected officer, employee or agent.

Adopted 11-30-2010

(b) The Corporation may, to the extent authorized from time to time by the Audit Committee of the Board of Directors, the CEO or the General Counsel of the Corporation, grant rights to indemnification and rights to advancement of expenses incurred in connection with any Proceeding in advance of its final disposition, to any current or former employee or agent or person in an equivalent position of the Corporation or any of its majority owned corporations, partnerships, joint ventures, limited liability companies, trusts or other enterprises located throughout the world, to the fullest extent of the provisions of this Bylaw with respect to the indemnification and advancement of expenses of current or former directors and elected officers of the Corporation.

Section 6.6. Definitions. For purposes of this Bylaw:

(a) “Disinterested Director” means a director of the Corporation who is not and was not a party to the matter in respect of which indemnification is sought by the claimant.

(b) “Independent Counsel” means a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Corporation or the claimant in an action to determine the claimant’s rights under this Bylaw.

Any notice, request or other communication required or permitted to be given to the Corporation under this Bylaw shall be in writing and either delivered in person or sent by facsimile, overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary and shall be effective only upon receipt by the Secretary.

Section 6.7. Severability. If any provision or provisions of this Bylaw shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Bylaw (including, without limitation, each portion of any paragraph of this Bylaw containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Bylaw (including, without limitation, each such portion of any paragraph of this Bylaw containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December of each year or as otherwise determined by the Board of Directors.

Section 7.2. Dividends. The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and the Certificate of Incorporation.

Section 7.3. Seal. The corporate seal shall have enscribed thereon the words “Corporate Seal”, the year of incorporation and around the margin thereof the words “MOTOROLA MOBILITY HOLDINGS, INC. - Delaware.”

Section 7.4. Waiver of Notice. Whenever any notice is required to be given to any stockholder or director of the Corporation under the provisions of the General Corporation Law of the State of Delaware or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the stockholders or regular or special meeting of the Board of Directors or committee thereof need be specified in any waiver of notice of such meeting.

Section 7.5. Resignations. Any director or any officer, whether elected or appointed, may resign at any time by giving written notice of such resignation to the Chairman of the Board of Directors, the CEO, or the Secretary, and such resignation shall be deemed to be effective as of the close of business on the date said notice is received by the Chairman of the Board of Directors, the CEO, or the Secretary, or at such later time as is specified therein. No formal action shall be required of the Board of Directors or the stockholders to make any such resignation effective.

Adopted 11-30-2010

ARTICLE VIII

Contracts, Proxies, Etc.

Section 8.1 Contracts. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, any contracts or other instruments may be executed and delivered in the name and on the behalf of the Corporation by such officer or officers, agent or agents of the Corporation as the Board of Directors may from time to time direct. Such authority may be general or confined to specific instances as the Board of Directors may determine. Subject to any restrictions imposed by the Board of Directors or the CEO, the President or any Vice President may delegate contractual powers to others under his or her area of responsibility, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

Section 8.2 Proxies. Unless otherwise provided by resolution adopted by the Board of Directors, the CEO, the President or any Vice President may from time to time appoint an attorney or attorneys or agent or agents of the Corporation, in the name and on behalf of the Corporation, to cast the votes which the Corporation may be entitled to cast as the holder of stock or other securities in any other corporation, any of whose stock or other securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing, in the name of the Corporation as such holder, to any action by such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he may deem necessary or proper in the premises.

ARTICLE IX

AMENDMENTS

Section 9.1 Amendments. Subject to the last sentence of Section 3.2, these Bylaws may be altered, amended, or repealed at any meeting of the Board of Directors or of the stockholders, provided notice of the proposed change was given in the notice of the meeting and, in the case of a meeting of the Board of Directors, in a notice given not less than two days prior to the meeting. Any decision by the stockholders to repeal or amend the second paragraph of Section 3.2 to provide for a classified board of directors shall require the affirmative vote of the holders of record of a majority of the outstanding shares of Common Stock.

EX-10.6

Exhibit 10.6

TRANSITION SERVICES AGREEMENT

MOTOROLA MOBILITY PROVIDED SERVICES

THIS TRANSITION SERVICES AGREEMENT – MOTOROLA MOBILITY PROVIDED SERVICES (this “Agreement”) is entered into as of January 3, 2011, by and among Motorola, Inc., a Delaware corporation (“Motorola”), Motorola Mobility, Inc., a Delaware corporation and wholly-owned subsidiary of Motorola (“Mobility”), and Motorola Mobility Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Motorola (“SpinCo”). Each of Motorola, Mobility and SpinCo is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Amended and Restated Master Separation and Distribution Agreement dated as of July 31, 2010, by and among Motorola, Mobility and SpinCo (as such may be amended from time to time, the “Separation Agreement”).

RECITALS

WHEREAS, Motorola has determined that it would be appropriate, desirable and in the best interests of Motorola and Motorola’s stockholders to separate the MD Business and the Home Business from Motorola pursuant to and in accordance with the Separation Agreement;

WHEREAS, in connection with the separation of the MD Business and the Home Business from Motorola, Motorola desires to contribute or otherwise transfer, and to cause certain of its Subsidiaries to contribute or otherwise transfer, (i) certain Assets and Liabilities associated with the Transferred Businesses, including the stock or other equity interests of certain of Motorola’s Subsidiaries dedicated to the Transferred Businesses, to Mobility and certain of its Subsidiaries, and (ii) certain Assets and Liabilities associated with the Transferred Businesses to SpinCo, (iii) shares of capital stock of Mobility to SpinCo, and (iv) stock or other equity interests of certain of Motorola’s Subsidiaries dedicated to the Transferred Businesses other than those set forth in clause (i) above to SpinCo;

WHEREAS, in connection therewith, Motorola desires that SpinCo and/or its Affiliates provide Motorola and/or its Affiliates, as applicable, with certain transition services with respect to the operation of Motorola and its Affiliates following the date hereof, as more fully set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties each hereby agrees as follows:

ARTICLE 1

TRANSITION SERVICES

Section 1.1 Transition Services. During the term of this Agreement as set forth in Section 2.2, SpinCo will provide, or cause one or more of its Affiliates or third Person service providers designated by SpinCo (including their respective employees, agents or contractors) to provide to the Motorola Group, upon the terms and subject to the conditions hereof, the services more particularly described on Annex A (each service, a “Transition Service” and collectively with any Additional Services, the “Transition Services”). Motorola and SpinCo may, by mutual written consent (which consent will not be unreasonably withheld), amend the Transition Services to (a) include other administrative services provided by SpinCo to the Motorola Business prior to the date hereof in exchange for additional fees consistent with the cost of delivery thereof (“Additional Services”), or (b) extend

the term of any Transition Service so long as such new service term does not extend beyond 12 months from the date hereof. Motorola will and will cause its Affiliates to, if applicable, adhere to any conditions or policies applicable to its use of the Transition Services as set forth in this Agreement or in Annex A.

Section 1.2 Level of Transition Services.

(a) Unless otherwise specifically set forth in Annex A, SpinCo will perform, or cause one or more of its Affiliates or third Persons to provide to Motorola and/or its Affiliates, as applicable, the Transition Services in the manner and at a level of service (including with respect to timing and priority) consistent with past practices with respect to that performed by the SpinCo Group and their third Person service providers for the Motorola Business; provided, however, SpinCo may make changes from time to time in the manner of performing the Transition Services to the extent SpinCo is making similar changes in performing similar services for itself or its Affiliates, so long as such changes do not adversely affect such agreed to level of service.

(b) Unless otherwise specifically set forth in Annex A, Motorola and its Affiliates’ use of any Transition Service will be consistent with past practice with respect to the use by the Motorola Group for the Motorola Business.

(c) Notwithstanding anything to the contrary herein, in no event will any Transition Service include (i) any services that would be or otherwise becomes unlawful for SpinCo to provide, or (ii) the exercise of business judgment or general management for Motorola.

ARTICLE 2

TERMINATION

Section 2.1 No Obligation to Continue to Use Services; Partial Termination. Motorola will have no obligation to continue to use any of the Transition Services and, except as otherwise specified on Annex A, Motorola may terminate any Transition Service by giving SpinCo at least 30 days’ prior written notice of its desire to terminate any Transition Service. To the extent possible, Motorola will give such notice at the beginning of a month to terminate the service as of the beginning of the next month to avoid the need to prorate any monthly payment charges. As soon as reasonably practicable following receipt of any such notice, SpinCo will advise Motorola in writing as to whether termination of such Transition Service will (a) require the termination or partial termination of, or otherwise affect the provision of, certain other Transition Services, or (b) result in any early termination costs (which, with respect to those related to third party providers, will be limited to costs that SpinCo actually incurs). If either will be the case, Motorola may withdraw its termination notice within five Business Days of the receipt of notice. If Motorola does not withdraw the termination within such period, such termination will be final. Upon such termination, Motorola’s obligation to pay for such Transition Service(s) will terminate, and SpinCo will cease, or cause its Affiliates or third Person service providers to cease, providing the terminated Transition Service(s), in each case subject to the terms of Section 2.2(c); provided, however, that Motorola will reimburse SpinCo for the reasonable termination costs actually incurred by SpinCo resulting from Motorola’s early termination of such Transition Services, including those owed to third Person providers. SpinCo will use commercially reasonable efforts to mitigate such termination costs.

Section 2.2 Term and Termination.

(a) Subject to Section 2.1, the term of this Agreement will commence on the date hereof and continue with respect to each of the Transition Services for the term thereof as set forth in Annex A; the last date in each such term being referred to herein as a “Service Termination Date” for each such Transition Service.

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(b) Notwithstanding the foregoing, this Agreement may be terminated:

(i) by SpinCo, immediately by giving written notice to Motorola if Motorola breaches or is in default of any payment obligation, which default is capable of being cured, and such breach or default has not been cured within 30 days after Motorola’s receipt of notice of such a breach or default from SpinCo; or

(ii) by any Party, upon 30 days’ advance written notice to the other Parties, in the event: (A) such Party (1) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its properties, (2) makes a general assignment for the benefit of its creditors, (3) commences a voluntary case under the United States Bankruptcy Code, as now or hereafter in effect (the “Bankruptcy Code”), or (4) fails to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in any involuntary case under the Bankruptcy Code; or (B) a proceeding or case will be commenced against such Party in any court of competent jurisdiction, seeking (1) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (2) the appointment of a trustee, receiver, custodian, liquidator or the like of such Party or of all or any substantial part of its assets, or (3) similar relief under any Bankruptcy Laws, or an order, judgment or decree approving any of the foregoing will be entered and continue unstayed for a period of 60 days, or an order for relief against such Party will be entered in an involuntary case under the Bankruptcy Code.

(c) The terms and conditions of this Agreement that, by their terms, require performance following the termination or expiration of this Agreement will survive such termination or expiration.

Section 2.3 General Intent. Motorola will use commercially reasonable efforts to end its use of the Transition Services as soon as commercially practicable, but in no event later than the applicable Service Termination Date.

ARTICLE 3

FEES

Section 3.1 Consideration. As consideration for the provision of any Transition Services and any Additional Services hereunder, Motorola will pay to SpinCo (or will cause its Affiliates to pay to SpinCo or SpinCo’s Affiliates, as applicable) the amount specified for each Transition Service as set forth in Annex A, plus any applicable sales, use, or service tax, value added tax (“VAT”) or any other similar tax (together with any related interest and penalties) imposed on, or payable with respect to, any fees or charges payable pursuant to this Agreement on a monthly basis except (i) as otherwise specified in Annex A with respect to a particular Transition Service, and (ii) reimbursement for Tigers purchases, Web Money reimbursements, other “normal” department charges which will result in a cash disbursement made by SpinCo or its Affiliates on behalf of Motorola or its Affiliates, will be made as described in Section 3.2 below. Unless Motorola and SpinCo otherwise agree in writing, where Transition Services are provided to Motorola’s Affiliates outside of the United States by a Person located in the same country, amounts will be billed and paid in the local currency of the entity providing the Transition Services. Unless Motorola and SpinCo otherwise agree in writing, if payments are to be made between legal entities not within the same country, such amounts will be billed and paid in U.S. Dollars. To the extent necessary, local currency conversion will be based on SpinCo’s internal exchange rate for the then-current month. The Transition Services to be provided by third Person providers will be charged to

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Motorola at no higher cost than the actual payments made by SpinCo to third Person providers for providing such Transition Services. All charges based on a monthly or other time basis will be pro rated based on actual days elapsed during the period of service. Upon the termination of any Transition Service in accordance with and subject to Section 2.1 or Section 2.2 above, the consideration to be paid under this Article 3 will be the accrued pro rated daily fees payable under this Section 3.1 except in cases where SpinCo or its Affiliate has already procured and pre-paid for the services of a third Person provider. The Parties agree to use commercially reasonable efforts to cooperate to minimize any sales, use or service tax, VAT or any other similar tax with respect to the Transition Services.

Section 3.2 Invoices. Except as otherwise set forth on Annex A, within 10 days after the end of each fiscal month, SpinCo and each of its Affiliates providing Transition Services will submit one invoice to each of Motorola and each of its Affiliates receiving Transition Services for (i) all Transition Services provided during such fiscal month pursuant to this Agreement, (ii) reimbursement for Tigers purchases, Web Money reimbursements, other “normal” department charges and payments to third parties on behalf of Motorola or its Affiliates which result in a cash disbursement made by SpinCo or its Affiliates on behalf of Motorola or its Affiliates, and (iii) any applicable sales, use or service tax, VAT or any other similar taxes (other than income or franchise taxes) imposed on or payable with respect to any fees or charges payable pursuant to this Agreement. The invoices will break out the amount for each type of Transition Service and amounts subject to reimbursement. SpinCo will provide documentation supporting any amounts invoiced pursuant to this Section 3.2 as Motorola may from time to time reasonably request, including, without limitation, detail with respect to any third party billing information relating to the Transition Services provided under this Agreement.

Section 3.3 Invoice Disputes. In the event that Motorola in good faith disputes an invoice submitted by SpinCo, Motorola may withhold payment of any amount subject to the dispute; provided, however, that (i) Motorola will continue to pay all undisputed amounts in accordance with the terms hereof, and (ii) Motorola will notify SpinCo, in writing, of any disputed amounts and the reason for any dispute by the due date for payment of the invoice containing any disputed charges. In the event of a dispute regarding the amount of any invoice, the Parties will use all reasonable efforts to resolve such dispute within 30 days after Motorola provides written notification of such dispute to SpinCo. Each Party will provide full supporting documentation concerning any disputed amount or invoice within 30 days after written notification of the dispute. Unpaid fees that are under good faith dispute will not be considered a basis for default hereunder. To the extent that a dispute regarding the amount of any invoice cannot be resolved pursuant to this Section 3.3, the dispute resolution procedures set forth in Section 7.10 herein will apply.

Section 3.4 Time of Payment. Except as otherwise set forth in Annex A, Motorola will pay and will cause each of its Affiliates to pay all amounts due pursuant to this Agreement within 30 days after receipt of each such invoice hereunder for (i) the Transition Services and (ii) the amounts subject to reimbursement; provided, however, that in the event that Motorola, in good faith and upon reasonable grounds in accordance with Section 3.3, questions any invoiced item, payment of that item may be made after resolution of such question. To the extent that any amounts required to be paid under this Agreement are not timely paid pursuant to the terms of this Agreement, such amounts shall accrue interest in accordance with the Separation Agreement. Any pre-existing obligations to make payment for any Transition Services provided hereunder will survive the termination of this Agreement.

ARTICLE 4

PERSONNEL

Section 4.1 Right to Designate and Change Personnel. SpinCo will make available such personnel as will be required to provide the Transition Services. SpinCo will have the right to designate

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which personnel it will assign to perform the Transition Services. SpinCo also will have the right to remove and replace any such personnel at any time or designate any of its Affiliates or a third Person service provider at any time to perform the Transition Services; provided, however, that SpinCo will use its commercially reasonable efforts to limit the disruption to Motorola in the transition of the Transition Services to different personnel or a third Person. In the event that personnel with the designated level of experience are not then employed by SpinCo, SpinCo will substitute such personnel or third party personnel having an adequate level of experience; provided, however, that SpinCo will have no obligation to retain any individual employee for the sole purpose of providing a particular Transition Service.

Section 4.2 Financial Responsibility for Motorola Personnel. SpinCo will pay for all personnel expenses, including wages of its employees performing the Transition Services. Any request by Motorola for travel by any SpinCo employee will be considered and treated as a request for Additional Services pursuant to Section 1.1 and the costs of such travel will be charged as additional fees.

Section 4.3 Managers.

(a) During the term of this Agreement, Motorola will appoint one of its employees (the “Motorola Manager”) who will have overall responsibility for managing and coordinating the delivery of the Transition Services and one of its employees for each category of service, as applicable (the “Motorola Sub-Manager”). The Motorola Manager and each of the Motorola Sub-Managers will coordinate and consult with the SpinCo Manager (as defined in Section 4.3(b)) and each of the SpinCo Sub-Managers (as defined in Section 4.3(b)). Motorola may, at its discretion, select other individuals to serve in these capacities during the term of this Agreement; provided, however, Motorola will notify SpinCo promptly (and in any event within three Business Days) of any change in individuals serving in these capacities, setting forth the name of the replacement, and stating that such replacement is authorized to act for Motorola in accordance with this Section 4.3(a).

(b) During the term of this Agreement, SpinCo will appoint one of its employees (the “SpinCo Manager”) who will have overall responsibility for managing and coordinating the delivery of the Transition Services and one of its employees for each category of service (the “SpinCo Sub-Manager”). The SpinCo Manager and each of the SpinCo Sub-Managers will coordinate and consult with the Motorola Manager and each of the Motorola Sub-Managers. SpinCo may, at its discretion, select other individuals to serve in these capacities during the term of this Agreement; provided, however, SpinCo will notify Motorola promptly (and in any event within three Business Days) of any change in individuals serving in these capacities, setting forth the name of the replacement, and stating that such replacement is authorized to act for SpinCo in accordance with this Section 4.3(b).

(c) The Motorola Manager and the SpinCo Manager will meet as expeditiously as possible to resolve any dispute hereunder, and any dispute that is not so resolved within 30 days will be resolved in accordance with the dispute resolution procedures set forth in Section 7.3 of the Separation Agreement. Motorola may treat an act of the SpinCo Manager, and SpinCo may treat the act of the Motorola Manager, in each case, which is consistent with the provisions of this Agreement, as being authorized by such other Party without inquiring behind such act or ascertaining whether the Motorola Manager or the SpinCo Manager, as applicable, had authority to so act; provided, however, that neither the Motorola Manager nor the SpinCo Manager will have authority to amend this Agreement.

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ARTICLE 5

PROPRIETARY RIGHTS

Section 5.1 Software.

(a) In addition to the consideration set forth elsewhere herein, Motorola will also promptly pay any amounts that are required to be paid to any third Person licensors of software that is used by SpinCo in connection with the provision of any Transition Services hereunder, including, without limitation, (i) license, temporary right-to-use and royalty fees and (ii) any amounts that are required to be paid to any such licensors to obtain the consent of such licensors to allow SpinCo to provide any of the Transition Services hereunder. Motorola agrees to comply and cause its Affiliates to comply with the terms of any license or other agreement of SpinCo or any of its Affiliates relating to software that is used in connection with the provision of any Transition Services hereunder. Subject to the foregoing and the terms of the Separation Agreement, SpinCo will use commercially reasonable efforts to obtain any consent that may be required from such licensors in order to provide any of the Transition Services hereunder and the Parties will cooperate to identify any material licenses or consents and use commercially reasonable efforts to minimize the costs associated therewith.

(b) Any software, development tools, know-how, methodologies, processes, technologies or algorithms owned by SpinCo or its Affiliates and which may during the term of this Agreement be operated or used by SpinCo or its Affiliates in connection with the performance of the Transition Services hereunder will remain the property of SpinCo or its Affiliates, as the case may be, and Motorola and its Affiliates will have no rights or interests therein, except as may otherwise be set forth in the Intellectual Property License Agreement.

(c) Neither Motorola nor SpinCo will use or have any rights to the trademarks or service marks of the other without prior written consent to such use other than as provided for in the Intellectual Property License Agreement or the Trademark License Agreement. To the extent that such consent is granted, use of such trademarks or service marks will be in accordance with the guidelines set forth by the Party owning such trademarks or service marks with all proper indicia of ownership, including those set forth in the Intellectual Property License Agreement or the Trademark License Agreement.

Section 5.2 IT Services.

(a) While using any data processing or communications services of SpinCo (whether or not identified in Annex A), Motorola will and will cause each of its Affiliates to, adhere in all respects to SpinCo’s corporate information policies (including policies with respect to protection of proprietary information, data privacy and other policies regarding the use of computing resources) as in effect from time to time.

(b) The employees of Motorola and its Affiliates and non-employee representative of Motorola and its Affiliates who have access to the Motorola network may continue to have access to the SpinCo network and associated computer applications if they meet the following criteria: (i) such employee and non-employee representative is listed in the SpinCo LDAP/”core directory” or any updates thereto and a current list of these employees and non-employee representatives is available promptly upon request, and a documented process is in place for notification to SpinCo of all voluntary and involuntary separations; (ii) Motorola has a legitimate business need to access resources on the SpinCo network during the term of this Agreement; and (iii) such employee and non-employee representative is bound by a non-disclosure agreement or other binding confidentiality obligations for the benefit of SpinCo. Motorola employee and non-employee representative computer and system accounts on the SpinCo network that are not required for the transition must be locked. Motorola’s employees and non-employee representatives that are connected to the SpinCo network must continue to adhere in all respects to the information protection safeguards defined in SpinCo’s Information Protection Policy IP-01 and Standards for Information Users (which will initially replicate Motorola’s Information Protection Policy IP-01 and Standards for Information Users which can be found at http:///mips.mot.com/policy/genuserstd.htm)) as

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well as any other security standards for requiring current antivirus protection active at all times, strong access control for all computer access, no sharing of passwords, no dual connections to the Motorola network or any other non-SpinCo networks and the Internet or other entity networks, and compliance with the requirements for protection of SpinCo’s confidential proprietary information and intellectual assets/property. SpinCo’s Information Protection Policy IP-01 and Complete Set of Standards (which will initially replicate Motorola’s Information Protection Policy IP-01 and Complete Set of Standards which can be found at http://mips.mot.com/policy/itstandardscomplete.htm) must be followed when connecting SpinCo’s network to Motorola’s network or any other non-SpinCo networks and all external connections to the SpinCo network require the review and the written approval of SpinCo’s information protection services. Computing assets connected to SpinCo’s network are subject to monitoring by intrusion detection instrumentation and are subject to routine vulnerability assessment scans which may occur during connect time.

(c) SpinCo and Motorola will jointly develop mutually acceptable systems conversion plans as soon as reasonably practicable. If necessary to facilitate such conversion, SpinCo agrees to use commercially reasonable efforts to assist Motorola to meet the mutually agreed upon milestones, timelines and resource requirements identified in the final detailed systems conversion plan. Following this process, the plan will be considered firm and will be used by both Motorola and SpinCo to synchronize their own related project efforts. In the event SpinCo expects to incur any extraordinary costs in connection with facilitating such conversion, it will notify Motorola in advance and the Parties will reasonably negotiate and agree upon the items and amounts that Motorola will pay. Such amounts will be considered and treated as a request for Additional Services pursuant to Section 1.1. Any schedule modifications occurring after the plan is firm will require joint approval by SpinCo and Motorola, such approval not to be unreasonably withheld.

(d) If Motorola increases its use of SpinCo’s central processing unit, storage, server or other network systems and such increased use contributes to the need for SpinCo to purchase additional computing capacity that SpinCo will not utilize following termination of the Transition Services, Motorola will pay for that capacity. SpinCo will notify Motorola in advance of capacity issues to allow Motorola to respond and possibly discontinue use of certain SpinCo systems in advance of any additional purchases. Usage consistent with recent past practice of the Motorola Business will serve as the basis from which to measure increases in usage. The need for purchasing additional capacity will be subject to the mutual agreement of Motorola and SpinCo.

ARTICLE 6

WARRANTY

Section 6.1 No Warranty; Exclusive Remedy.

(a) Motorola and SpinCo both acknowledge and agree that SpinCo has agreed to provide or cause to be provided the Transition Services hereunder as an accommodation to Motorola. NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED (INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION), ARE MADE BY ANY MEMBER OF THE SPINCO GROUP WITH RESPECT TO THE PROVISION OF TRANSITION SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED.

(b) Other than in the event of SpinCo’s gross negligence or willful misconduct for which Motorola shall have a right to seek indemnity hereunder (and without limiting the indemnification

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rights under Section 6.2(c)), the sole and exclusive remedy of Motorola with respect to any and all Damages caused by or arising from the performance or non-performance of any Transition Service by SpinCo (either directly or indirectly) will be the termination of this Agreement in accordance with Section 2.1 hereof; provided, however, that, if capable of being performed or re-performed and if requested by Motorola, SpinCo agrees to perform or re-perform, as applicable, or will cause one or more of its Affiliates or third Persons to perform or re-perform, as applicable, any Transition Service that does not comply with the requirements and level of service set forth in Annex A and Section 1.2(a) hereof.

Section 6.2 Limitation of Liability and Indemnification.

(a) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL ANY PARTY OR ANY OF ITS GROUP MEMBERS BE LIABLE UNDER ANY CIRCUMSTANCES OR LEGAL THEORY FOR DAMAGES RELATED TO INCONVENIENCE, DOWNTIME, INTEREST, COST OF CAPITAL, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF USE, TIME, DATA, OR GOOD WILL, OR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, COLLATERAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY DAMAGES RELATED TO INCONVENIENCE, DOWNTIME, INTEREST, COST OF CAPITAL, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF USE, TIME, DATA, OR GOODWILL, OR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, COLLATERAL OR CONSEQUENTIAL DAMAGES, TO A PERSON WHO IS NOT A MEMBER OF ANY GROUP IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES NOT SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 6.2. THIS SECTION SURVIVES THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.

(b) Except insofar as the claim, demand, suit or recovery relates to SpinCo’s gross negligence or willful misconduct, and notwithstanding anything to the contrary and without limiting the Parties’ indemnification rights set forth in the Separation Agreement, Motorola will and will cause its Affiliates to indemnify and hold harmless SpinCo and its Affiliates or any employees providing Transition Services (collectively, the “Indemnified Party”) from and against any Damages (including, without limitation, reasonable expenses of investigation and attorneys’ fees incurred or suffered by the Indemnified Party) arising out of any claim made against any member of the SpinCo Group by a third Person to the extent caused by or resulting from any of the Transition Services rendered pursuant to the terms of this Agreement; provided, however, that the foregoing will not limit the indemnification obligations of SpinCo under Section 6.2(c).

(c) Notwithstanding anything to the contrary and without limiting the Parties’ indemnification rights set forth in the Separation Agreement, SpinCo will indemnify Motorola and its Affiliates (collectively, the “Motorola Indemnified Parties”) against and agrees to defend and hold the Motorola Indemnified Parties harmless from and against any Damages (including, without limitation, reasonable expenses of investigation and attorneys’ fees incurred or suffered by the Motorola Indemnified Parties) arising out of the performance of any Transition Service by a third Person service provider on behalf of SpinCo, but only to the extent SpinCo is indemnified or otherwise compensated by such third Person service provider for any breach of its obligations to SpinCo with respect to the provision of such Transition Service and, in such event, only on a pro rata basis taking into account all businesses of SpinCo and its Affiliates similarly affected.

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Section 6.3 Relationship of the Parties. Each of Motorola and SpinCo is and will remain at all times an independent contractor of the other Party in the performance of all Transition Services hereunder. In all matters relating to this Agreement, each of Motorola and SpinCo will be solely responsible for the acts of its employees and agents, and employees or agents of one Party will not be considered employees or agents of the other Party nor entitled to any employee benefits of such other Party as a result of this Agreement. Except as otherwise provided herein, no Party will have any right, power or authority to create any obligation, express or implied, on behalf of any other Party nor will any Party act or represent or hold itself out as having authority to act as an agent or partner of any other Party, or in any way bind or commit any other Party to any obligations. Nothing in this Agreement is intended to create or constitute a joint venture, partnership, agency, trust or other association of any kind among the Parties or persons referred to herein and each Party will be responsible only for its respective obligations as set forth in this Agreement.

Section 6.4 Compliance with Laws. Each of Motorola and SpinCo will comply with all applicable laws, rules, ordinances and regulations of any governmental entity or regulatory agency governing the Transition Services to be provided hereunder. Neither Motorola nor SpinCo will take any action in violation of any applicable law, rule, ordinance or regulation that could result in liability being imposed on the other Party.

Section 6.5 Remedies. The Parties agree that irreparable damage may occur in the event that any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached. It is accordingly agreed that each of the Parties shall be entitled to seek equitable relief to prevent or remedy breaches of this Agreement, without the proof of actual damages, including in the form of an injunction or injunctions or orders for specific performance in respect of such breaches. Each Party agrees to waive any requirement for the security or posting of any bond in connection with any such equitable remedy.

ARTICLE 7

GENERAL

Section 7.1 Binding Effect and Assignment. This Agreement binds and benefits the Parties and their respective successors and assigns. No Party may assign any of its rights or delegate any of its obligations under this Agreement without the written consent of the other Parties, which consent may be withheld in such Party’s sole and absolute discretion and any assignment or attempted assignment in violation of the foregoing will be null and void; provided, however, that, subject to Section 4.1, SpinCo may delegate its duties hereunder to such Affiliates or third Person service providers as may be qualified to provide the Transition Services; provided, further, that SpinCo will provide at least 45 days’ notice to Motorola prior to any such delegation of any duties hereunder, and in the event Motorola reasonably objects to any such delegation, SpinCo will reasonably assist in the process of transitioning such service to Motorola or Motorola’s designee prior to any such delegation.

Section 7.2 Entire Agreement; Amendments. This Agreement, the Separation Agreement and each of the annexes, exhibits and schedules appended hereto and thereto constitute the final agreement among the Parties, and is the complete and exclusive statement of the Parties’ agreement, on the matters contained herein. All prior and contemporaneous negotiations and agreements among the Parties with respect to the matters contained herein are superseded by this Agreement and Annex A. The Parties may amend this Agreement and Annex A only by a written agreement signed by each Party to be bound by the amendment and that identifies itself as an amendment to this Agreement or Annex A.

Section 7.3 Force Majeure. In the event that Motorola is delayed in or prevented from performing its obligations under this Agreement, in whole or in part, due to an act of God, fire, flood,

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storm, explosion, civil disorder, strike, lockout or other labor trouble, material shortages of utilities, facilities, labor, materials or equipment, delay in transportation, breakdown or accident, any law, order, proclamation, regulation, ordinance, demand or requirement of any governmental authority, riot, war, acts of terror, rebellion, or other cause beyond the control of SpinCo (each a “Force Majeure Event”), then upon written notice to Motorola, (i) the affected provisions and/or other requirements of this Agreement will be suspended to the extent necessary during the period of such disability, (ii) SpinCo will have the right to apportion its services in an equitable manner to all users and (iii) SpinCo will have no liability to Motorola or any other party in connection therewith. SpinCo will resume full performance of this Agreement as soon as reasonably practicable following the conclusion of the Force Majeure Event.

Section 7.4 Construction of Agreement.

(a) Where this Agreement or Annex A states that a Party “will” perform in some manner or otherwise act or omit to act, it means that the Party is legally obligated to do so in accordance with this Agreement or Annex A.

(b) The captions, titles and headings included in this Agreement and Annex A are for convenience only, and do not affect this Agreement’s or Annex A’s construction or interpretation. When a reference is made in this Agreement to an Article or a Section, annex, exhibit or schedule, such reference will be to an Article or Section of, or an annex, exhibit or schedule to, this Agreement unless otherwise indicated.

(c) This Agreement is for the sole benefit of the Parties hereto and do not, and are not intended to, confer any rights or remedies in favor of any Person (including any employee or stockholder of Motorola or SpinCo) other than the Parties signing this Agreement.

(d) The words “including,” “includes,” or “include” are to be read as listing non-exclusive examples of the matters referred to, whether or not words such as “without limitation” or “but not limited to” are used in each instance.

(e) Any reference in this Agreement or Annex A to the singular includes the plural where appropriate. Any reference in this Agreement or Annex A to the masculine, feminine or neuter gender includes the other genders where appropriate.

(f) Unless otherwise specified, all references in this Agreement or Annex A to “dollars” or “$” means United States Dollars.

Section 7.5 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential terms and conditions of this Agreement for each Party remain valid, binding and enforceable.

Section 7.6 Counterparts. The Parties may execute this Agreement in multiple counterparts, each of which constitutes an original as against the Party that signed it, and all of which together constitute one agreement. The signatures of the Parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission that includes a copy of the sending Party’s signature is as effective as signing and delivering the counterpart in person.

Section 7.7 Notices. Each Party giving any notice required or permitted under this Agreement will give the notice in writing and use one of the following methods of delivery to the Party to be notified, at the address set forth below or another address of which the sending Party has been notified in accordance with this Section 7.7: (a) personal delivery; (b) facsimile or telecopy transmission with a

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reasonable method of confirming transmission; (c) commercial overnight courier with a reasonable method of confirming delivery; or (d) pre-paid, United States of America certified or registered mail, return receipt requested. Notice to a Party is effective for purposes of this Agreement only if given as provided in this Section 7.7 and will be deemed given on the date that the intended addressee actually receives the notice.

If to Motorola: Motorola, Inc. 1303 East Algonquin Road Schaumburg, Illinois 60196 Attention: Chief Financial Officer Facsimile: (847) 576-1402	with a copy to: Motorola, Inc. 1303 East Algonquin Road Schaumburg, Illinois 60196 Attention: General Counsel Facsimile: (847) 576-3628
If to SpinCo or Mobility: Motorola Mobility, Inc. 600 North US-45 Libertyville, Illinois 60048 Attention: Chief Financial Officer Facsimile: (847) 523-0438	with a copy to: Motorola Mobility, Inc. 600 North US-45 Libertyville, Illinois 60048 Attention: General Counsel Facsimile: (847) 523-0727

Section 7.8 Nonwaiver. The Parties may waive a provision of this Agreement or Annex A only by a writing signed by the Party intended to be bound by the waiver. A Party is not prevented from enforcing any right, remedy or condition in the Party’s favor because of any failure or delay in exercising any right or remedy or in requiring satisfaction of any condition, except to the extent that the Party specifically waives the same in writing. A written waiver given for one matter or occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver for any other matter or occasion. Any enumeration of a Party’s rights and remedies in this Agreement is not intended to be exclusive, and a Party’s rights and remedies are intended to be cumulative to the extent permitted by law and include any rights and remedies authorized in law or in equity.

Section 7.9 Confidentiality. Subject to the terms of the Separation Agreement, each Party will cause each of its Affiliates and each of their officers, directors, employees, agents, representatives, successors and assigns to hold all information relating to the business of any other Party disclosed to it by reason of this Agreement confidential and will not disclose any of such information to any party unless legally compelled to disclose such information; provided, however, that to the extent that a Party may become so legally compelled, such Party may only disclose such information if it will first have used reasonable efforts to, and, if practicable, will have afforded the other Parties the opportunity to obtain, an appropriate protective order or other satisfactory assurance of confidential treatment for the information required to be so disclosed.

Section 7.10 Governing Law. The internal laws of the State of Delaware (without reference to its principles of conflicts of law) govern the construction, interpretation and other matters arising out of or in connection with this Agreement, and each of the annexes, schedules or exhibits hereto (whether arising in contract, tort, equity or otherwise). Any disputes arising hereunder will be resolved in accordance with Section 7.3 of the Separation Agreement, the terms of which are incorporated by reference herein.

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[This space intentionally left blank]

*  *  *  *  *

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IN WITNESS WHEREOF, each of the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date and year first set forth above.

“Motorola”		“SpinCo”
MOTOROLA, INC.,		MOTOROLA MOBILITY HOLDINGS, INC.,
a Delaware corporation		a Delaware corporation
By:	/s/ Michael Annes	By:	/s/ Marc E. Rothman
Name:	Michael Annes	Name:	Marc E. Rothman
Title:	Corporate Vice President	Title:	Chief Financial Officer
“Mobility”
MOTOROLA MOBILITY, INC.,
a Delaware corporation
By:	/s/ Marc E. Rothman
Name:	Marc E. Rothman
Title:	Chief Financial Officer

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EX-10.7

Exhibit 10.7

TRANSITION SERVICES AGREEMENT

MOTOROLA SOLUTIONS PROVIDED SERVICES

THIS TRANSITION SERVICES AGREEMENT – MOTOROLA SOLUTIONS PROVIDED SERVICES (this “Agreement”) is entered into as of January 3, 2011, by and among Motorola, Inc., a Delaware corporation (“Motorola”), Motorola Mobility, Inc., a Delaware corporation and wholly-owned subsidiary of Motorola (“Mobility”), and Motorola Mobility Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Motorola (“SpinCo”). Each of Motorola, Mobility and SpinCo is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Amended and Restated Master Separation and Distribution Agreement dated as of July 31, 2010, by and among Motorola, Mobility and SpinCo (as such may be amended from time to time, the “Separation Agreement”).

RECITALS

WHEREAS, Motorola has determined that it would be appropriate, desirable and in the best interests of Motorola and Motorola’s stockholders to separate the MD Business and the Home Business from Motorola pursuant to and in accordance with the Separation Agreement;

WHEREAS, in connection with the separation of the MD Business and the Home Business from Motorola, Motorola desires to contribute or otherwise transfer, and to cause certain of its Subsidiaries to contribute or otherwise transfer, (i) certain Assets and Liabilities associated with the Transferred Businesses, including the stock or other equity interests of certain of Motorola’s Subsidiaries dedicated to the Transferred Businesses, to Mobility and certain of its Subsidiaries, and (ii) certain Assets and Liabilities associated with the Transferred Businesses to SpinCo, (iii) shares of capital stock of Mobility to SpinCo, and (iv) stock or other equity interests of certain of Motorola’s Subsidiaries dedicated to the Transferred Businesses other than those set forth in clause (i) above to SpinCo;

WHEREAS, in connection therewith, SpinCo desires that Motorola and/or its Affiliates provide SpinCo and/or its Affiliates, as applicable, with certain transition services with respect to the operation of SpinCo and its Affiliates following the date hereof, as more fully set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties each hereby agrees as follows:

ARTICLE 1

TRANSITION SERVICES

Section 1.1 Transition Services. During the term of this Agreement as set forth in Section 2.2, Motorola will provide, or cause one or more of its Affiliates or third Person service providers designated by Motorola (including their respective employees, agents or contractors) to provide to the SpinCo Group, upon the terms and subject to the conditions hereof, the services more particularly described on Annex A (each service, a “Transition Service” and collectively with any Additional Services, the “Transition Services”). Motorola and SpinCo may, by mutual written consent (which consent will not be unreasonably withheld), amend the Transition Services to (a) include other administrative services provided by Motorola to the Transferred Businesses prior to the date hereof in exchange for additional fees consistent with the cost of delivery thereof (“Additional Services”), or (b) extend the term of any Transition Service so long as such new service term does not extend beyond

12 months from the date hereof. SpinCo will and will cause its Affiliates to, if applicable, adhere to any conditions or policies applicable to its use of the Transition Services as set forth in this Agreement or in Annex A.

Section 1.2 Level of Transition Services.

(a) Unless otherwise specifically set forth in Annex A, Motorola will perform, or cause one or more of its Affiliates or third Persons to provide to SpinCo and/or its Affiliates, as applicable, the Transition Services in the manner and at a level of service (including with respect to timing and priority) consistent with past practices with respect to that performed by the Motorola Group and their third Person service providers for the Transferred Businesses; provided, however, Motorola may make changes from time to time in the manner of performing the Transition Services to the extent Motorola is making similar changes in performing similar services for itself or its Affiliates, so long as such changes do not adversely affect such agreed to level of service.

(b) Unless otherwise specifically set forth in Annex A, SpinCo and its Affiliates’ use of any Transition Service will be consistent with past practice with respect to the use by the Motorola Group for the Transferred Businesses.

(c) Notwithstanding anything to the contrary herein, in no event will any Transition Service include (i) any services that would be or otherwise becomes unlawful for Motorola to provide, or (ii) the exercise of business judgment or general management for SpinCo.

ARTICLE 2

TERMINATION

Section 2.1 No Obligation to Continue to Use Services; Partial Termination. SpinCo will have no obligation to continue to use any of the Transition Services and, except as otherwise specified on Annex A, SpinCo may terminate any Transition Service by giving Motorola at least 30 days’ prior written notice of its desire to terminate any Transition Service. To the extent possible, SpinCo will give such notice at the beginning of a month to terminate the service as of the beginning of the next month to avoid the need to prorate any monthly payment charges. As soon as reasonably practicable following receipt of any such notice, Motorola will advise SpinCo in writing as to whether termination of such Transition Service will (a) require the termination or partial termination of, or otherwise affect the provision of, certain other Transition Services, or (b) result in any early termination costs (which, with respect to those related to third party providers, will be limited to costs that Motorola actually incurs). If either will be the case, SpinCo may withdraw its termination notice within five Business Days of the receipt of notice. If SpinCo does not withdraw the termination within such period, such termination will be final. Upon such termination, SpinCo’s obligation to pay for such Transition Service(s) will terminate, and Motorola will cease, or cause its Affiliates or third Person service providers to cease, providing the terminated Transition Service(s), in each case subject to the terms of Section 2.2(c); provided, however, that SpinCo will reimburse Motorola for the reasonable termination costs actually incurred by Motorola resulting from SpinCo’s early termination of such Transition Services, including those owed to third Person providers. Motorola will use commercially reasonable efforts to mitigate such termination costs.

Section 2.2 Term and Termination.

(a) Subject to Section 2.1, the term of this Agreement will commence on the date hereof and continue with respect to each of the Transition Services for the term thereof as set forth in Annex A; the last date in each such term being referred to herein as a “Service Termination Date” for each such Transition Service.

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(b) Notwithstanding the foregoing, this Agreement may be terminated:

(i) by Motorola, immediately by giving written notice to SpinCo if SpinCo breaches or is in default of any payment obligation, which default is capable of being cured, and such breach or default has not been cured within 30 days after SpinCo’s receipt of notice of such a breach or default from Motorola; or

(ii) by any Party, upon 30 days’ advance written notice to the other Parties, in the event: (A) such Party (1) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its properties, (2) makes a general assignment for the benefit of its creditors, (3) commences a voluntary case under the United States Bankruptcy Code, as now or hereafter in effect (the “Bankruptcy Code”), or (4) fails to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in any involuntary case under the Bankruptcy Code; or (B) a proceeding or case will be commenced against such Party in any court of competent jurisdiction, seeking (1) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (2) the appointment of a trustee, receiver, custodian, liquidator or the like of such Party or of all or any substantial part of its assets, or (3) similar relief under any Bankruptcy Laws, or an order, judgment or decree approving any of the foregoing will be entered and continue unstayed for a period of 60 days, or an order for relief against such Party will be entered in an involuntary case under the Bankruptcy Code.

(c) The terms and conditions of this Agreement that, by their terms, require performance following the termination or expiration of this Agreement will survive such termination or expiration.

Section 2.3 General Intent. SpinCo will use commercially reasonable efforts to end its use of the Transition Services as soon as commercially practicable, but in no event later than the applicable Service Termination Date.

ARTICLE 3

FEES

Section 3.1 Consideration. As consideration for the provision of any Transition Services and any Additional Services hereunder, SpinCo will pay to Motorola (or will cause its Affiliates to pay to Motorola or Motorola’s Affiliates, as applicable) the amount specified for each Transition Service as set forth in Annex A, plus any applicable sales, use, or service tax, value added tax (“VAT”) or any other similar tax (together with any related interest and penalties) imposed on, or payable with respect to, any fees or charges payable pursuant to this Agreement on a monthly basis except (i) as otherwise specified in Annex A with respect to a particular Transition Service, and (ii) reimbursement for Tigers purchases, Web Money reimbursements, other “normal” department charges which will result in a cash disbursement made by Motorola or its Affiliates on behalf of SpinCo or its Affiliates, will be made as described in Section 3.2 below. Unless Motorola and SpinCo otherwise agree in writing, where Transition Services are provided to SpinCo’s Affiliates outside of the United States by a Person located in the same country, amounts will be billed and paid in the local currency of the entity providing the Transition Services. Unless Motorola and SpinCo otherwise agree in writing, if payments are to be made between legal entities not within the same country, such amounts will be billed and paid in U.S. Dollars. To the extent necessary, local currency conversion will be based on Motorola’s internal exchange rate for the then-current month. The Transition Services to be provided by third Person providers will be charged to SpinCo at no higher cost than the actual payments made by Motorola to third Person providers for providing such Transition Services. All charges based on a monthly or other time basis will be pro rated based on actual days elapsed during the period of service. Upon the termination of any Transition Service

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in accordance with and subject to Section 2.1 or Section 2.2 above, the consideration to be paid under this Article 3 will be the accrued pro rated daily fees payable under this Section 3.1 except in cases where Motorola or its Affiliate has already procured and pre-paid for the services of a third Person provider. The Parties agree to use commercially reasonable efforts to cooperate to minimize any sales, use or service tax, VAT or any other similar tax with respect to the Transition Services.

Section 3.2 Invoices. Except as otherwise set forth on Annex A, within 10 days after the end of each fiscal month, Motorola and each of its Affiliates providing Transition Services will submit one invoice to each of SpinCo and each of its Affiliates receiving Transition Services for (i) all Transition Services provided during such fiscal month pursuant to this Agreement, (ii) reimbursement for Tigers purchases, Web Money reimbursements, other “normal” department charges and payments to third parties on behalf of SpinCo or its Affiliates which result in a cash disbursement made by Motorola or its Affiliates on behalf of SpinCo or its Affiliates, and (iii) any applicable sales, use or service tax, VAT or any other similar taxes (other than income or franchise taxes) imposed on or payable with respect to any fees or charges payable pursuant to this Agreement. The invoices will break out the amount for each type of Transition Service and amounts subject to reimbursement. Motorola will provide documentation supporting any amounts invoiced pursuant to this Section 3.2 as SpinCo may from time to time reasonably request, including, without limitation, detail with respect to any third party billing information relating to the Transition Services provided under this Agreement.

Section 3.3 Invoice Disputes. In the event that SpinCo in good faith disputes an invoice submitted by Motorola, SpinCo may withhold payment of any amount subject to the dispute; provided, however, that (i) SpinCo will continue to pay all undisputed amounts in accordance with the terms hereof, and (ii) SpinCo will notify Motorola, in writing, of any disputed amounts and the reason for any dispute by the due date for payment of the invoice containing any disputed charges. In the event of a dispute regarding the amount of any invoice, the Parties will use all reasonable efforts to resolve such dispute within 30 days after SpinCo provides written notification of such dispute to Motorola. Each Party will provide full supporting documentation concerning any disputed amount or invoice within 30 days after written notification of the dispute. Unpaid fees that are under good faith dispute will not be considered a basis for default hereunder. To the extent that a dispute regarding the amount of any invoice cannot be resolved pursuant to this Section 3.3, the dispute resolution procedures set forth in Section 7.10 herein will apply.

Section 3.4 Time of Payment. Except as otherwise set forth in Annex A, SpinCo will pay and will cause each of its Affiliates to pay all amounts due pursuant to this Agreement within 30 days after receipt of each such invoice hereunder for (i) the Transition Services and (ii) the amounts subject to reimbursement; provided, however, that in the event that SpinCo, in good faith and upon reasonable grounds in accordance with Section 3.3, questions any invoiced item, payment of that item may be made after resolution of such question. To the extent that any amounts required to be paid under this Agreement are not timely paid pursuant to the terms of this Agreement, such amounts shall accrue interest in accordance with the Separation Agreement. Any pre-existing obligations to make payment for any Transition Services provided hereunder will survive the termination of this Agreement.

ARTICLE 4

PERSONNEL

Section 4.1 Right to Designate and Change Personnel. Motorola will make available such personnel as will be required to provide the Transition Services. Motorola will have the right to designate which personnel it will assign to perform the Transition Services. Motorola also will have the right to remove and replace any such personnel at any time or designate any of its Affiliates or a third Person service provider at any time to perform the Transition Services; provided, however, that Motorola will use

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its commercially reasonable efforts to limit the disruption to SpinCo in the transition of the Transition Services to different personnel or a third Person. In the event that personnel with the designated level of experience are not then employed by Motorola, Motorola will substitute such personnel or third party personnel having an adequate level of experience; provided, however, that Motorola will have no obligation to retain any individual employee for the sole purpose of providing a particular Transition Service.

Section 4.2 Financial Responsibility for Motorola Personnel. Motorola will pay for all personnel expenses, including wages of its employees performing the Transition Services. Any request by SpinCo for travel by any Motorola employee will be considered and treated as a request for Additional Services pursuant to Section 1.1 and the costs of such travel will be charged as additional fees.

Section 4.3 Managers.

(a) During the term of this Agreement, Motorola will appoint one of its employees (the “Motorola Manager”) who will have overall responsibility for managing and coordinating the delivery of the Transition Services and one of its employees for each category of service, as applicable (the “Motorola Sub-Manager”). The Motorola Manager and each of the Motorola Sub-Managers will coordinate and consult with the SpinCo Manager (as defined in Section 4.3(b)) and each of the SpinCo Sub-Managers (as defined in Section 4.3(b)). Motorola may, at its discretion, select other individuals to serve in these capacities during the term of this Agreement; provided, however, Motorola will notify SpinCo promptly (and in any event within three Business Days) of any change in individuals serving in these capacities, setting forth the name of the replacement, and stating that such replacement is authorized to act for Motorola in accordance with this Section 4.3(a).

(b) During the term of this Agreement, SpinCo will appoint one of its employees (the “SpinCo Manager”) who will have overall responsibility for managing and coordinating the delivery of the Transition Services and one of its employees for each category of service (the “SpinCo Sub-Manager”). The SpinCo Manager and each of the SpinCo Sub-Managers will coordinate and consult with the Motorola Manager and each of the Motorola Sub-Managers. SpinCo may, at its discretion, select other individuals to serve in these capacities during the term of this Agreement; provided, however, SpinCo will notify Motorola promptly (and in any event within three Business Days) of any change in individuals serving in these capacities, setting forth the name of the replacement, and stating that such replacement is authorized to act for SpinCo in accordance with this Section 4.3(b).

(c) The Motorola Manager and the SpinCo Manager will meet as expeditiously as possible to resolve any dispute hereunder, and any dispute that is not so resolved within 30 days will be resolved in accordance with the dispute resolution procedures set forth in Section 7.3 of the Separation Agreement. Motorola may treat an act of the SpinCo Manager, and SpinCo may treat the act of the Motorola Manager, in each case, which is consistent with the provisions of this Agreement, as being authorized by such other Party without inquiring behind such act or ascertaining whether the Motorola Manager or the SpinCo Manager, as applicable, had authority to so act; provided, however, that neither the Motorola Manager nor the SpinCo Manager will have authority to amend this Agreement.

ARTICLE 5

PROPRIETARY RIGHTS

Section 5.1 Software.

(a) In addition to the consideration set forth elsewhere herein, SpinCo will also promptly pay any amounts that are required to be paid to any third Person licensors of software that is

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used by Motorola in connection with the provision of any Transition Services hereunder, including, without limitation, (i) license, temporary right-to-use and royalty fees and (ii) any amounts that are required to be paid to any such licensors to obtain the consent of such licensors to allow Motorola to provide any of the Transition Services hereunder. SpinCo agrees to comply and cause its Affiliates to comply with the terms of any license or other agreement of Motorola or any of its Affiliates relating to software that is used in connection with the provision of any Transition Services hereunder. Subject to the foregoing and the terms of the Separation Agreement, Motorola will use commercially reasonable efforts to obtain any consent that may be required from such licensors in order to provide any of the Transition Services hereunder and the Parties will cooperate to identify any material licenses or consents and use commercially reasonable efforts to minimize the costs associated therewith.

(b) Any software, development tools, know-how, methodologies, processes, technologies or algorithms owned by Motorola or its Affiliates and which may during the term of this Agreement be operated or used by Motorola or its Affiliates in connection with the performance of the Transition Services hereunder will remain the property of Motorola or its Affiliates, as the case may be, and SpinCo and its Affiliates will have no rights or interests therein, except as may otherwise be set forth in the Intellectual Property License Agreement.

(c) Neither Motorola nor SpinCo will use or have any rights to the trademarks or service marks of the other without prior written consent to such use other than as provided for in the Intellectual Property License Agreement or the Trademark License Agreement. To the extent that such consent is granted, use of such trademarks or service marks will be in accordance with the guidelines set forth by the Party owning such trademarks or service marks with all proper indicia of ownership, including those set forth in the Intellectual Property License Agreement or the Trademark License Agreement.

Section 5.2 IT Services.

(a) While using any data processing or communications services of Motorola (whether or not identified in Annex A), SpinCo will and will cause each of its Affiliates to, adhere in all respects to Motorola’s corporate information policies (including policies with respect to protection of proprietary information, data privacy and other policies regarding the use of computing resources) as in effect from time to time.

(b) The employees of SpinCo and its Affiliates and non-employee representative of SpinCo and its Affiliates who have access to the SpinCo network may continue to have access to the Motorola Intranet and associated computer applications if they meet the following criteria: (i) such employee and non-employee representative is listed in the SpinCo LDAP/”core directory” or any updates thereto and a current list of these employees and non-employee representatives is available promptly upon request, and a documented process is in place for notification to Motorola of all voluntary and involuntary separations; (ii) SpinCo has a legitimate business need to access resources on the Motorola Intranet during the term of this Agreement; and (iii) such employee and non-employee representative is bound by a non-disclosure agreement or other binding confidentiality obligations for the benefit of Motorola. SpinCo employee and non-employee representative computer and system accounts on the Motorola Intranet that are not required for the transition must be locked. SpinCo’s employees and non-employee representatives that are connected to the Motorola Intranet must continue to adhere in all respects to the information protection safeguards defined in Motorola’s Information Protection Policy IP-01 and Standards for Information Users (http:///mips.mot.com/policy/genuserstd.htm) as well as any other security standards for requiring current antivirus protection active at all times, strong access control for all computer access, no sharing of passwords, no dual connections to the SpinCo network or any other non-Motorola networks and the Internet or other entity networks, and compliance with the requirements for

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protection of Motorola’s confidential proprietary information and intellectual assets/property. Motorola’s Information Protection Policy IP-01 and Complete Set of Standards (http://mips.mot.com/policy/itstandardscomplete.htm) must be followed when connecting Motorola’s Intranet to SpinCo’s network or any other non-Motorola networks and all external connections to the Motorola network require the review and the written approval of Motorola’s information protection services. Computing assets connected to Motorola’s network are subject to monitoring by intrusion detection instrumentation and are subject to routine vulnerability assessment scans which may occur during connect time.

(c) SpinCo and Motorola will jointly develop mutually acceptable systems conversion plans as soon as reasonably practicable. If necessary to facilitate such conversion, Motorola agrees to use commercially reasonable efforts to assist SpinCo to meet the mutually agreed upon milestones, timelines and resource requirements identified in the final detailed systems conversion plan. Following this process, the plan will be considered firm and will be used by both Motorola and SpinCo to synchronize their own related project efforts. In the event Motorola expects to incur any extraordinary costs in connection with facilitating such conversion, it will notify SpinCo in advance and the Parties will reasonably negotiate and agree upon the items and amounts that SpinCo will pay. Such amounts will be considered and treated as a request for Additional Services pursuant to Section 1.1. Any schedule modifications occurring after the plan is firm will require joint approval by SpinCo and Motorola, such approval not to be unreasonably withheld.

(d) If SpinCo increases its use of Motorola’s central processing unit, storage, server or other network systems and such increased use contributes to the need for Motorola to purchase additional computing capacity that Motorola will not utilize following termination of the Transition Services, SpinCo will pay for that capacity. Motorola will notify SpinCo in advance of capacity issues to allow SpinCo to respond and possibly discontinue use of certain Motorola systems in advance of any additional purchases. Usage consistent with recent past practice of the Transferred Businesses will serve as the basis from which to measure increases in usage. The need for purchasing additional capacity will be subject to the mutual agreement of Motorola and SpinCo.

ARTICLE 6

WARRANTY

Section 6.1 No Warranty; Exclusive Remedy.

(a) Motorola and SpinCo both acknowledge and agree that Motorola has agreed to provide or cause to be provided the Transition Services hereunder as an accommodation to SpinCo. NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED (INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION), ARE MADE BY ANY MEMBER OF THE MOTOROLA GROUP WITH RESPECT TO THE PROVISION OF TRANSITION SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED.

(b) Other than in the event of Motorola’s gross negligence or willful misconduct for which SpinCo shall have a right to seek indemnity hereunder (and without limiting the indemnification rights under Section 6.2(c)), the sole and exclusive remedy of SpinCo with respect to any and all Damages caused by or arising from the performance or non-performance of any Transition Service by Motorola (either directly or indirectly) will be the termination of this Agreement in accordance with Section 2.1 hereof; provided, however, that, if capable of being performed or re-performed and if

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requested by SpinCo, Motorola agrees to perform or re-perform, as applicable, or will cause one or more of its Affiliates or third Persons to perform or re-perform, as applicable, any Transition Service that does not comply with the requirements and level of service set forth in Annex A and Section 1.2(a) hereof.

Section 6.2 Limitation of Liability and Indemnification.

(a) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL ANY PARTY OR ANY OF ITS GROUP MEMBERS BE LIABLE UNDER ANY CIRCUMSTANCES OR LEGAL THEORY FOR DAMAGES RELATED TO INCONVENIENCE, DOWNTIME, INTEREST, COST OF CAPITAL, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF USE, TIME, DATA, OR GOOD WILL, OR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, COLLATERAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY DAMAGES RELATED TO INCONVENIENCE, DOWNTIME, INTEREST, COST OF CAPITAL, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF USE, TIME, DATA, OR GOODWILL, OR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, COLLATERAL OR CONSEQUENTIAL DAMAGES, TO A PERSON WHO IS NOT A MEMBER OF ANY GROUP IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES NOT SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 6.2. THIS SECTION SURVIVES THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.

(b) Except insofar as the claim, demand, suit or recovery relates to Motorola’s gross negligence or willful misconduct, and notwithstanding anything to the contrary and without limiting the Parties’ indemnification rights set forth in the Separation Agreement, SpinCo will and will cause its Affiliates to indemnify and hold harmless Motorola and its Affiliates or any employees providing Transition Services (collectively, the “Indemnified Party”) from and against any Damages (including, without limitation, reasonable expenses of investigation and attorneys’ fees incurred or suffered by the Indemnified Party) arising out of any claim made against any member of the Motorola Group by a third Person to the extent caused by or resulting from any of the Transition Services rendered pursuant to the terms of this Agreement; provided, however, that the foregoing will not limit the indemnification obligations of Motorola under Section 6.2(c).

(c) Notwithstanding anything to the contrary and without limiting the Parties’ indemnification rights set forth in the Separation Agreement, Motorola will indemnify SpinCo and its Affiliates (collectively, the “SpinCo Indemnified Parties”) against and agrees to defend and hold the SpinCo Indemnified Parties harmless from and against any Damages (including, without limitation, reasonable expenses of investigation and attorneys’ fees incurred or suffered by the SpinCo Indemnified Parties) arising out of the performance of any Transition Service by a third Person service provider on behalf of Motorola, but only to the extent Motorola is indemnified or otherwise compensated by such third Person service provider for any breach of its obligations to Motorola with respect to the provision of such Transition Service and, in such event, only on a pro rata basis taking into account all businesses of Motorola and its Affiliates similarly affected.

Section 6.3 Relationship of the Parties. Each of Motorola and SpinCo is and will remain at all times an independent contractor of the other Party in the performance of all Transition Services hereunder. In all matters relating to this Agreement, each of Motorola and SpinCo will be solely responsible for the acts of its employees and agents, and employees or agents of one Party will not be considered employees or agents of the other Party nor entitled to any employee benefits of such other

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Party as a result of this Agreement. Except as otherwise provided herein, no Party will have any right, power or authority to create any obligation, express or implied, on behalf of any other Party nor will any Party act or represent or hold itself out as having authority to act as an agent or partner of any other Party, or in any way bind or commit any other Party to any obligations. Nothing in this Agreement is intended to create or constitute a joint venture, partnership, agency, trust or other association of any kind among the Parties or persons referred to herein and each Party will be responsible only for its respective obligations as set forth in this Agreement.

Section 6.4 Compliance with Laws. Each of Motorola and SpinCo will comply with all applicable laws, rules, ordinances and regulations of any governmental entity or regulatory agency governing the Transition Services to be provided hereunder. Neither Motorola nor SpinCo will take any action in violation of any applicable law, rule, ordinance or regulation that could result in liability being imposed on the other Party.

Section 6.5 Remedies. The Parties agree that irreparable damage may occur in the event that any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached. It is accordingly agreed that each of the Parties shall be entitled to seek equitable relief to prevent or remedy breaches of this Agreement, without the proof of actual damages, including in the form of an injunction or injunctions or orders for specific performance in respect of such breaches. Each Party agrees to waive any requirement for the security or posting of any bond in connection with any such equitable remedy.

ARTICLE 7

GENERAL

Section 7.1 Binding Effect and Assignment. This Agreement binds and benefits the Parties and their respective successors and assigns. No Party may assign any of its rights or delegate any of its obligations under this Agreement without the written consent of the other Parties, which consent may be withheld in such Party’s sole and absolute discretion and any assignment or attempted assignment in violation of the foregoing will be null and void; provided, however, that, subject to Section 4.1, Motorola may delegate its duties hereunder to such Affiliates or third Person service providers as may be qualified to provide the Transition Services; provided, further, that Motorola will provide at least 45 days’ notice to SpinCo prior to any such delegation of any duties hereunder, and in the event SpinCo reasonably objects to any such delegation, Motorola will reasonably assist in the process of transitioning such service to SpinCo or SpinCo’s designee prior to any such delegation.

Section 7.2 Entire Agreement; Amendments. This Agreement, the Separation Agreement and each of the annexes, exhibits and schedules appended hereto and thereto constitute the final agreement among the Parties, and is the complete and exclusive statement of the Parties’ agreement, on the matters contained herein. All prior and contemporaneous negotiations and agreements among the Parties with respect to the matters contained herein are superseded by this Agreement and Annex A. The Parties may amend this Agreement and Annex A only by a written agreement signed by each Party to be bound by the amendment and that identifies itself as an amendment to this Agreement or Annex A.

Section 7.3 Force Majeure. In the event that Motorola is delayed in or prevented from performing its obligations under this Agreement, in whole or in part, due to an act of God, fire, flood, storm, explosion, civil disorder, strike, lockout or other labor trouble, material shortages of utilities, facilities, labor, materials or equipment, delay in transportation, breakdown or accident, any law, order, proclamation, regulation, ordinance, demand or requirement of any governmental authority, riot, war, acts of terror, rebellion, or other cause beyond the control of Motorola (each a “Force Majeure Event”), then upon written notice to SpinCo, (i) the affected provisions and/or other requirements of this Agreement

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will be suspended to the extent necessary during the period of such disability, (ii) Motorola will have the right to apportion its services in an equitable manner to all users and (iii) Motorola will have no liability to SpinCo or any other party in connection therewith. Motorola will resume full performance of this Agreement as soon as reasonably practicable following the conclusion of the Force Majeure Event.

Section 7.4 Construction of Agreement.

(a) Where this Agreement or Annex A states that a Party “will” perform in some manner or otherwise act or omit to act, it means that the Party is legally obligated to do so in accordance with this Agreement or Annex A.

(b) The captions, titles and headings included in this Agreement and Annex A are for convenience only, and do not affect this Agreement’s or Annex A’s construction or interpretation. When a reference is made in this Agreement to an Article or a Section, annex, exhibit or schedule, such reference will be to an Article or Section of, or an annex, exhibit or schedule to, this Agreement unless otherwise indicated.

(c) This Agreement is for the sole benefit of the Parties hereto and do not, and are not intended to, confer any rights or remedies in favor of any Person (including any employee or stockholder of Motorola or SpinCo) other than the Parties signing this Agreement.

(d) The words “including,” “includes,” or “include” are to be read as listing non-exclusive examples of the matters referred to, whether or not words such as “without limitation” or “but not limited to” are used in each instance.

(e) Any reference in this Agreement or Annex A to the singular includes the plural where appropriate. Any reference in this Agreement or Annex A to the masculine, feminine or neuter gender includes the other genders where appropriate.

(f) Unless otherwise specified, all references in this Agreement or Annex A to “dollars” or “$” means United States Dollars.

Section 7.5 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential terms and conditions of this Agreement for each Party remain valid, binding and enforceable.

Section 7.6 Counterparts. The Parties may execute this Agreement in multiple counterparts, each of which constitutes an original as against the Party that signed it, and all of which together constitute one agreement. The signatures of the Parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission that includes a copy of the sending Party’s signature is as effective as signing and delivering the counterpart in person.

Section 7.7 Notices. Each Party giving any notice required or permitted under this Agreement will give the notice in writing and use one of the following methods of delivery to the Party to be notified, at the address set forth below or another address of which the sending Party has been notified in accordance with this Section 7.7: (a) personal delivery; (b) facsimile or telecopy transmission with a reasonable method of confirming transmission; (c) commercial overnight courier with a reasonable method of confirming delivery; or (d) pre-paid, United States of America certified or registered mail, return receipt requested. Notice to a Party is effective for purposes of this Agreement only if given as provided in this Section 7.7 and will be deemed given on the date that the intended addressee actually receives the notice.

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If to Motorola: Motorola, Inc. 1303 East Algonquin Road Schaumburg, Illinois 60196 Attention: Chief Financial Officer Facsimile: (847) 576-1402	with a copy to: Motorola, Inc. 1303 East Algonquin Road Schaumburg, Illinois 60196 Attention: General Counsel Facsimile: (847) 576-3628
If to SpinCo or Mobility: Motorola Mobility, Inc. 600 North US-45 Libertyville, Illinois 60048 Attention: Chief Financial Officer Facsimile: (847) 523-0438	with a copy to: Motorola Mobility, Inc. 600 North US-45 Libertyville, Illinois 60048 Attention: General Counsel Facsimile: (847) 523-0727

Section 7.8 Nonwaiver. The Parties may waive a provision of this Agreement or Annex A only by a writing signed by the Party intended to be bound by the waiver. A Party is not prevented from enforcing any right, remedy or condition in the Party’s favor because of any failure or delay in exercising any right or remedy or in requiring satisfaction of any condition, except to the extent that the Party specifically waives the same in writing. A written waiver given for one matter or occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver for any other matter or occasion. Any enumeration of a Party’s rights and remedies in this Agreement is not intended to be exclusive, and a Party’s rights and remedies are intended to be cumulative to the extent permitted by law and include any rights and remedies authorized in law or in equity.

Section 7.9 Confidentiality. Subject to the terms of the Separation Agreement, each Party will cause each of its Affiliates and each of their officers, directors, employees, agents, representatives, successors and assigns to hold all information relating to the business of any other Party disclosed to it by reason of this Agreement confidential and will not disclose any of such information to any party unless legally compelled to disclose such information; provided, however, that to the extent that a Party may become so legally compelled, such Party may only disclose such information if it will first have used reasonable efforts to, and, if practicable, will have afforded the other Parties the opportunity to obtain, an appropriate protective order or other satisfactory assurance of confidential treatment for the information required to be so disclosed.

Section 7.10 Governing Law. The internal laws of the State of Delaware (without reference to its principles of conflicts of law) govern the construction, interpretation and other matters arising out of or in connection with this Agreement, and each of the annexes, schedules or exhibits hereto (whether arising in contract, tort, equity or otherwise). Any disputes arising hereunder will be resolved in accordance with Section 7.3 of the Separation Agreement, the terms of which are incorporated by reference herein.

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IN WITNESS WHEREOF, each of the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date and year first set forth above.

“Motorola”		“SpinCo”
MOTOROLA, INC.,		MOTOROLA MOBILITY HOLDINGS, INC.,
a Delaware corporation		a Delaware corporation
By:	/s/ Michael Annes	By:	/s/ Marc E. Rothman
Name:	Michael Annes	Name:	Marc E. Rothman
Title:	Corporate Vice President	Title:	Chief Financial Officer
“Mobility”
MOTOROLA MOBILITY, INC., a Delaware corporation
By:	/s/ Marc E. Rothman
Name:	Marc E. Rothman
Title:	Chief Financial Officer

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EX-10.9

Exhibit 10.9

SPINCO CONTRIBUTION AGREEMENT

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”).

RECITALS

WHEREAS, pursuant to the Separation Agreement, Motorola, SpinCo and Mobility have agreed to separate the MD Business and the Home Business (collectively, the “Transferred Businesses”) from Motorola by means of, among other actions, (i) the transfer of certain Transferred Assets, including the stock or other equity interests of certain of Motorola’s Subsidiaries dedicated to the Transferred Businesses, by Motorola and certain of Motorola’s Subsidiaries to Mobility and certain of Mobility’s Subsidiaries or entities that will become its Subsidiaries prior to the Distribution and the assumption of the Transferred Liabilities by Mobility and certain of Mobility’s Subsidiaries or entities that will become its Subsidiaries prior to the Distribution (the “Mobility Contribution”); and (ii) following the transfer contemplated by clause (i) and the consummation of certain related reorganization transactions, the transfer by Motorola to SpinCo of certain Assets and Liabilities associated with the Transferred Businesses, including shares of capital stock of Mobility and stock or other equity interests of Motorola Mobility Japan Limited (the “SpinCo Contribution”);

WHEREAS, this Agreement is intended to effect the SpinCo Contribution; and

WHEREAS, it is intended that the SpinCo Contribution and the Distribution, taken together, will qualify as a “reorganization” for U.S. federal income tax purposes within the meaning of Sections 355 and 368(a)(1)(D) of the Code.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereby agree as follows:

ARTICLE 1

CONTRIBUTION

Section 1.1 Contribution of Certain Transferred Assets. Subject to the terms of this Agreement and the Separation Agreement, Motorola hereby contributes, assigns, transfers and conveys to SpinCo, and SpinCo hereby receives and accepts from Motorola, all of Motorola’s right, title and interest in and to the following (each, a “SpinCo Asset” and, collectively, the “SpinCo Assets”):

(a) the shares of capital stock of Mobility (the “Mobility Shares”);

(b) the Employment Agreement by and between Motorola and Sanjay K. Jha dated as of August 4, 2008, as amended (the “Employment Agreement”);

(c) the Cash Contribution (as defined below), as further described below;

(d) the shares of capital stock of Motorola Mobility Japan Inc. (the “MMJ Shares”); and

(e) the Deferred Stock Unit Agreements between Motorola and each Motorola director who will become a director of SpinCo following the Effective Date, such contribution to be effective as of 12:01 am on January 4, 2011.

With respect to the Cash Contribution, the following will apply:

(1) Motorola will pay the Effective Date Contribution to SpinCo on the Effective Date.

(2) As soon as commercially practicable following the Distribution Date, SpinCo will provide to Motorola a certificate of its Chief Financial Officer showing the following calculations: (i) the Year End Cash Balance, (ii) the 2010 Adjusted Controllable Free Cash Flow, and (iii) the True-Up Contribution amount, if any. If the True-Up Contribution is a positive amount, Motorola will pay such amount to SpinCo within 10 Business Days of the receipt of such certificate. If the True-Up Contribution is a negative amount, SpinCo will pay such amount to Motorola within 10 Business Days of providing such certificate to Motorola; provided, however, that Motorola may instead reduce the Deferred Contribution by the amount of such True-Up Contribution by providing notice to SpinCo within 5 Business Days of receiving such certificate.

(3) Motorola will pay the Deferred Contribution to SpinCo, if any, as follows. The Motorola subsidiary set forth on Schedule 1 (the “Subsidiary”), is in the process of seeking a multi-year capital reduction in the aggregate amount set forth on Schedule 1 (the “Capital Reduction”). After the Effective Date, as Motorola receives cash (in U.S. dollars) from the Subsidiary in connection with the Capital Reduction, Motorola will contribute an amount equal to 50% of such cash to SpinCo within 10 Business Days of such receipt in an aggregate amount not to exceed $300 million (such figure to be reduced by the 2010 Subsidiary Payment, if any).

(4) Motorola and SpinCo acknowledge and agree that any cash or cash equivalents received or expended by the SpinCo Group between January 1, 2011 and the Distribution Date shall be for the account of SpinCo and shall not impact the amount of the Cash Contribution pursuant to this Agreement.

For the purposes of this Section 1.1, the following terms will have the following meanings:

“2010 Adjusted Controllable Free Cash Flow” means an amount equal to the “Controllable Free Cash Flow” as defined in the 2010 Motorola Incentive Plan Terms (as approved by the Motorola Compensation and Leadership Committee on March 16, 2010, consistent with historical practices) for 2010 for the SpinCo Group, less amounts paid by the SpinCo Group from September 22, 2010 up to and including the Effective Date for acquisitions and other equity investments (regardless of the accounting treatment of such investments).

“2010 Subsidiary Payment” means the amount in U.S. dollars that Motorola receives from September 22, 2010 through the Effective Date in connection with the Capital Reduction of the Subsidiary.

“Cash Contribution” means the Effective Date Contribution, plus the True-Up Contribution, plus the Deferred Contribution.

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“Cash Flow Adjustment” means $300 million less the 2010 Adjusted Controllable Free Cash Flow, provided that if the amount of the 2010 Adjusted Controllable Free Cash Flow is greater than $300 million the Cash Flow Adjustment will be zero.

“Deferred Contribution” means $300 million minus the amount of the 2010 Subsidiary Payment, if any.

“Effective Date Contribution” means an amount of cash and cash equivalents equal to $3.2 billion, plus the 2010 Subsidiary Payment, less the Preliminary Year End Cash Balance, less $100 million.

“Preliminary Year End Cash Balance” means the most recent estimate provided in a certificate to Motorola by SpinCo’s Chief Financial Officer of the aggregate amount of cash and cash equivalents held by the SpinCo Group on a global basis as of December 31, 2010, expressed in U.S. Dollars, plus amounts, if any, held by the Motorola Group on a global basis as of December 31, 2010 that should be transferred to SpinCo pursuant to Section 5.7(a) of the Separation Agreement, less amounts, if any, held by the SpinCo Group on a global basis as of December 31, 2010 that should be transferred to Motorola pursuant to Section 5.7(b) of the Separation Agreement.

“True-Up Contribution” means $3.2 billion plus the amount of the 2010 Subsidiary Payment, if any, minus the Year End Cash Balance, minus the Effective Date Contribution, minus the Cash Flow Adjustment, if any.

“Year End Cash Balance” means the aggregate amount of cash and cash equivalents held by the SpinCo Group on a global basis as of December 31, 2010, expressed in U.S. Dollars, based on SpinCo’s year end consolidated audited financial statements, plus amounts, if any, held by the Motorola Group on a global basis as of December 31, 2010 that should be transferred to SpinCo pursuant to Section 5.7(a) of the Separation Agreement, less amounts, if any, held by the SpinCo Group on a global basis as of December 31, 2010 that should be transferred to Motorola pursuant to Section 5.7(b) of the Separation Agreement.

Section 1.2 Assumption of Liabilities. Subject to the terms of this Agreement and the Separation Agreement, as partial consideration for the foregoing contribution, SpinCo hereby assumes the Liabilities of Motorola related to the SpinCo Assets with effect as of the Effective Date and agrees to pay, perform, satisfy and discharge such Liabilities in accordance with their respective terms.

Section 1.3 Deliveries. In furtherance of the transactions contemplated by Sections 1.1 and 1.2, the parties agree to execute and deliver, and they will cause their respective Subsidiaries to execute and deliver (a) such stock powers, assignments of contracts and other instruments of transfer, conveyance and assignment as, and to the extent, necessary or convenient to evidence the transfer, conveyance and assignment by Motorola to SpinCo of all of Motorola’s right, title and interest in and to the SpinCo Assets, and (b) such assumptions of contracts and other instruments of assumption as, and to the extent, necessary or convenient to evidence the valid and effective assumption of the Liabilities related to the SpinCo Assets.

Section 1.4 No Representations or Warranties. SpinCo acknowledges and agrees that (a) Motorola is not making any representations or warranties, express or implied, with respect to the SpinCo Assets or otherwise, (b) the SpinCo Assets are being transferred on an “as is,” “where is” basis and (c) SpinCo will bear the economic and legal risks that the conveyance in Section 1.1 will prove to be insufficient to vest in it good and marketable title to the SpinCo Assets, free and clear of any security interest, pledge, lien, charge, claim or other encumbrance of any nature whatsoever.

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Section 1.5 Transfer of Beneficial Ownership.

(a) The transfer of the Mobility Shares and the MMJ Shares (collectively, the “Contributed Shares”) will be effective as of the Effective Date, from and after which date SpinCo will be the beneficial owner of the Contributed Shares for all purposes. It is the parties’ intent that all of the benefits and burdens of ownership of the Contributed Shares transfer to SpinCo on the Effective Date. To the extent that transfer of registered ownership of the Contributed Shares is not perfected on the Effective Date or would be contrary to applicable law, the parties will use their commercially reasonable efforts to provide to, or cause to be provided to, SpinCo, to the extent permitted by law, the rights and benefits associated with registered ownership of the Contributed Shares and take such other actions as may reasonably be requested by SpinCo in order to place SpinCo, insofar as reasonably possible, in the same position as if SpinCo were the registered stockholder. Without limiting the foregoing and in connection therewith, from and after the Effective Date, SpinCo will have the right to (i) receive all dividends or distributions (liquidating or otherwise) associated with the Contributed Shares, or direct Motorola to deliver such dividends or distributions to the party of its selection, (ii) sell, transfer or encumber, or direct Motorola to sell, transfer or encumber the Contributed Shares, and receive the proceeds therefrom, including any of the rights or privileges associated with the Contributed Shares, and (iii) vote the Contributed Shares or direct Motorola to vote the Contributed Shares as it instructs.

(b) In connection with the arrangement set forth in Section 1.5(a), and without limiting the foregoing, from and after the Effective Date, to the extent that transfer of registered ownership of the Contributed Shares is not perfected on the Effective Date or would be contrary to applicable law, Motorola will (i) vote the Contributed Shares at the meetings of SpinCo only as directed by SpinCo, (ii) observe all corporate formalities and filing requirements that may have to be met with regard to the Contributed Shares, (iii) forward to SpinCo, or any other person identified by SpinCo, all dividends, distributions (liquidating or otherwise), and sale proceeds made with respect to the Contributed Shares, (iv) sell, transfer or encumber the Contributed Shares only as directed by SpinCo, (v) immediately notify SpinCo upon attachment or attempted seizure of, or acquisition of any interest or assertion of any rights in, the Contributed Shares by any third party and take appropriate action to defend against such attachment and to protect SpinCo’s interest in the Contributed Shares, and (vi) be entitled to rely on the written instructions of the directors or officers of SpinCo, and such instructions will be deemed to have been duly authorized by SpinCo.

ARTICLE 2

MISCELLANEOUS

Section 2.1 Further Assurances. The parties hereto will each perform such acts, execute and deliver such instruments and documents, and do all such other things as may be reasonably necessary to accomplish the transactions contemplated by this Agreement, including without limitation the use of commercially reasonable efforts to receive $150 million of the Subsidiary Capital Reduction in 2010 and the remaining Capital Reduction as promptly thereafter as possible. For the avoidance of any doubt, the respective covenants of cooperation, further assurances and expense reimbursement set forth in the Separation Agreement will apply to the obligations of the parties set forth in this Agreement.

Section 2.2 Governing Law. The internal laws of the State of Delaware (without reference to its principles of conflicts of law) govern the construction, interpretation and other matters arising out of or in connection with this Agreement (whether arising in contract, tort, equity or otherwise).

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Section 2.3 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential terms and conditions of this Agreement for each party remain valid, binding and enforceable.

Section 2.4 Entire Agreement. This Agreement, together with the Separation Agreement, the Tax Sharing Agreement, the Employee Matters Agreement and each of the exhibits and schedules appended hereto and thereto, constitutes the final agreement by and among the parties with respect to the subject matter contained herein, and is the complete and exclusive statement of the parties’ agreement on the matters contained herein. All prior and contemporaneous negotiations and agreements by and among the parties with respect to the matters contained herein are superseded by this Agreement, the Separation Agreement, the Tax Sharing Agreement and the Employee Matters Agreement. In the event of any conflict between any provision in this Agreement and any provision in the Separation Agreement, the Tax Sharing Agreement or the Employee Matters Agreement, the provisions of any such Agreement will control over the provisions in this Agreement, and the parties agree that this Agreement is not intended to enhance, decrease or modify any of the rights or obligations of the parties from those contained in the Separation Agreement, the Tax Sharing Agreement or the Employee Matters Agreement.

Section 2.5 Counterparts. The parties may execute this Agreement in multiple counterparts, each of which constitutes an original as against the party that signed it, and all of which together constitute one agreement. The signatures of all parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission that includes a copy of the sending party’s signature is as effective as signing and delivering the counterpart in person.

Section 2.6 Variation. No variation of this Agreement will be valid unless it is in writing and signed by authorized representatives of the parties. The expression “variation” will include any amendment, modification, variation, supplement, deletion or replacement however affected.

(Remainder of page intentionally left blank)

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IN WITNESS WHEREOF, each of the parties has caused this SpinCo Contribution Agreement to be executed on its behalf by a duly authorized officer on the date effective as of the Effective Date.

“Motorola”		“SpinCo”
MOTOROLA, INC., a Delaware corporation		MOTOROLA MOBILITY HOLDINGS, INC., a Delaware corporation
By:	/s/ Gregory Q. Brown	By:	/s/ Sanjay K. Jha
Name:	Gregory Q. Brown	Name:	Sanjay K. Jha
Title:	Co-Chief Executive Officer	Title:	Chief Executive Officer

[Signature Page to SpinCo Contribution Agreement]

EX-10.11

Exhibit 10.11

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 Options

Participant:	Date of Expiration:
Commerce ID#:	Number of Options:
Date of Grant:	Exercise Price:

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.

Vesting Schedule

[Vesting schedule to be determined at the time of grant]

1. Vesting and Exercisability

You cannot exercise the Options until they have vested.

a. Regular Vesting – The Options will vest in accordance with the above schedule (subject to the other terms hereof).

b. Special Vesting – You may be subject to the Special Vesting Dates described below if your employment or service with the Company or an Affiliate terminates.

c. Exercisability – You may exercise Options at any time after they vest and before they expire as described below.

2. Expiration

All Options expire on the earlier of (a) the Date of Expiration as stated above or (b) any of the Special Expiration Dates described below. As an administrative matter, the vested portion of the Options may be exercised only until the close of the NYSE on the Expiration Date or, as applicable the Special Expiration Date, or, if such date is not a trading day on the NYSE, the last trading day before such date. Any later attempt to exercise the Options will not be honored as once an Option expires, you no longer have the right to exercise it.

3. Special Vesting Dates and Special Expiration Dates

There are events that cause your Options to vest sooner than the Regular Vesting schedule discussed above or to expire sooner than the Date of Expiration as stated above. Those events are as follows:

a. Disability – If your employment or service with the Company or an Affiliate is terminated because of your Disability, Options that are not vested will automatically become fully vested upon your termination of

-1-

Exhibit 10.11

employment or service. All your Options will then expire on the earlier of the first anniversary of your termination of employment or service because of your Disability or the Date of Expiration stated above. Until that time, the Options will be exercisable by you or, with evidence acceptable to the Company, your guardian or legal representative.

b. Death – If your employment or service with the Company or an Affiliate is terminated because of your death, Options that are not vested will automatically become fully vested upon your death. All your Options will then expire on the earlier of the first anniversary of your death or the Date of Expiration stated above. Until that time, with written proof of death and inheritance, the Options will be exercisable by your legal representative, legatees or distributees.

c. Change In Control – If you are not an appointed Assistant Vice President or elected officer of the Company and a “Change in Control” of the Company occurs, if the successor or survivor corporation does not convert, assume or replace these Options, then: (i) all of your unvested Options will be fully vested immediately prior to the Change in Control and (ii) following such Change in Control, all of your Options not exercised as of the Change in Control shall terminate and cease to be outstanding. Further, with respect to any Options that are converted, assumed or replaced as described in the preceding paragraph, such converted, assumed or replaced options shall provide that they will be fully vested and exercisable until the Date of Expiration set forth above if you are involuntarily terminated for a reason other than “Cause” (as defined in Section 6 below) within 12 months of the Change in Control. If you are an appointed Assistant Vice President or elected officer of the Company, the treatment of the Options in the event of a Change in Control of the Company shall be determined as set forth in your Stock Option Consideration Agreement.

d. Termination of Employment or Service Because of Serious Misconduct – If the Company or an Affiliate terminates your employment or service because of Serious Misconduct (as defined in Section 6 below) all of your Options (vested and unvested) expire upon your termination, unless prohibited under applicable law.

e. Change in Employment in Connection with a Divestiture – If you accept employment with another company in direct connection with the sale, lease, outsourcing arrangement or any other type of asset transfer or transfer of any portion of a facility or any portion of a discrete organizational unit of the Company or an Affiliate, or if you remain employed by an Affiliate that is sold or whose shares are distributed to the Company stockholders in a spin-off or similar transaction (a “Divestiture”), and the Options are not assumed by your successor employer, or a parent or subsidiary thereof or replaced with an award at least comparable to these Options all of your unvested Options will vest on a pro rata basis in an amount equal to (a)(i) the total number of Options subject to this Award, multiplied by (ii) a fraction, the numerator of which is the number of your completed full months of service from the Date of Grant to your date of Divestiture and the denominator of which is the number of full months during the entire vesting period, minus (b) any Options that vested prior to the date of Divestiture. All of your vested but not yet exercised Options will expire on the earlier of (i) 90 days after such Divestiture or (ii) the Date of Expiration stated above. Any Options remaining unvested at the date of such Divestiture shall expire at that time.

f. Layoff – If your employment or service is terminated as a result of your Layoff (as defined in Section 6 below), all of your unvested Options will vest on a pro rata basis in an amount equal to (a)(i) the total number of Options subject to this Award, multiplied by (ii) a fraction, the numerator of which is the number of your completed full months of service from the Date of Grant to the date of your termination and the denominator of which is the number of full months during the entire vesting period, minus (b) any Options that vested prior to the date of termination. All of your vested but not yet exercised Options will expire on the earlier of (i) 90 days after your termination of employment or (ii) the Date of Expiration stated above. Any Options remaining unvested at the date of your termination of employment or service will automatically expire at that time.

-2-

Exhibit 10.11

g. Termination of Employment or Service for any Other Reason than Described Above – If your employment or service with the Company or an Affiliate terminates for any reason other than that described above, including voluntary resignation of your employment or service, all of your unvested Options will automatically expire upon termination of your employment or service and all of your vested but not yet exercised Options will expire on the earlier of (i) the date 90 days after the date of termination of your employment or service or (ii) the Date of Expiration stated above.

4. Leave of Absence/Temporary Layoff

If you take a leave of absence from the Company or an Affiliate that your employer has approved in writing in accordance with your employer’s Leave of Absence Policy and from which you have a right to return to work, as determined by the Company (“Leave of Absence”), or you are placed on Temporary Layoff (as defined in Section 6 below) by the Company or an Affiliate the following will apply:

a. Vesting of Options – Options will continue to vest in accordance with the vesting schedule set forth above.

b. Exercising Options – You may exercise Options that are vested or that vest during the Leave of Absence or Temporary Layoff.

c. Effect of Termination of Employment or Service – If your employment or service is terminated during the Leave of Absence or Temporary Layoff, the treatment of your Options will be determined as described under “Special Vesting Dates and Special Expiration Dates” above.

5. Other Terms

a. Method of Exercising – You must follow the procedures for exercising options established by the Company from time to time. At the time of exercise, you must pay the Exercise Price for all of the Options being exercised and any applicable Tax-Related Items (as defined below) that are required to be withheld by the Company or an Affiliate in connection with the exercise. Options may not be exercised for less than 50 Shares unless the number of Shares represented by the vested portion of the Option is less than 50 Shares, in which case the Option must be exercised for the full number of whole Shares then subject to the vested portion of the Option.

b. Transferability – Unless the Committee provides, Options are not transferable other than by will or the laws of descent and distribution.

c. Tax Withholding – Regardless of any action that the Company or your employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to your participation in the Plan (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Options, including, without limitation, the grant, vesting, or exercise of the Options, the issuance of Shares upon exercise of the Options, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Options to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Furthermore, if you become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant tax withholding event, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant tax withholding event, you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you may satisfy any obligation for Tax-Related Items by electing to have the plan administrator retain Shares to be issued upon

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Exhibit 10.11

exercise of the Option having a fair market value on the date of exercise equal to the minimum amount to be withheld. In the absence of your election, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related items by one or a combination of the following:

(i) withholding from any wages or other cash compensation paid to you by the Company and/or the Employer; or

(ii) withholding from proceeds of the sale of Shares acquired upon exercise of the Options, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization).

To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, you are deemed, for tax purposes, to have been issued the full number of Shares subject to the exercised Options, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan.

You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if you fail to comply with your obligations in connection with the Tax-Related Items.

6. Definition of Terms

Any capitalized terms used herein that are not otherwise defined below or elsewhere in this Award Agreement shall have the meaning provided under the Plan.

“Cause” means, with respect to any Participant, (a) your conviction of any criminal violation involving dishonesty, fraud or breach of trust or (b) your willful engagement in gross misconduct in the performance of your duties that materially injures the Company or an Affiliate.

“Confidential Information” means information concerning the Company and its business that is not generally known outside the Company, and includes (a) trade secrets; (b) intellectual property; (c) the Company’s methods of operation and Company processes; (d) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (e) information on customers or potential customers, including customers’ names, sales records, prices, and other terms of sales and Company cost information; (f) Company personnel data; (g) Company business plans, marketing plans, financial data and projections; and (h) information received in confidence by the Company from third parties. Information regarding products, services or technological innovations in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company or one of its Affiliates is considering for broader use, shall be deemed not generally known until such broader use is actually commercially implemented.

“Layoff” means a layoff or redundancy in the context of a reduction in force or restructuring that is communicated as being for a period of indefinite duration and exceeding twelve months.

“Serious Misconduct” means any misconduct identified as a ground for termination in the Company’s Code of Business Conduct, or the human resources policies, or other written policies or procedures.

“Temporary Layoff” means a layoff or redundancy that is communicated as being for a period of up to twelve months and as including a right to recall under defined circumstances.

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Exhibit 10.11

7. Consent to Transfer Personal Data

By accepting the Options, you voluntarily acknowledge and consent to the collection, use, processing and transfer of personal data, in electronic or other form, as described in this Award Agreement. You are not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect your ability to participate in the Plan. The Company, its Affiliates and your Employer hold certain personal information about you, that may include your name, home address and telephone number, date of birth, social security number or other employee identification number, salary, salary grade, hire date, nationality, job title, any shares of stock held in the Company, or details of all options or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the exclusive purpose of implementing, administering, and managing the Plan (“Data”). The Company and/or its Affiliates will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan, and the Company and/or any of its Affiliates may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States and the recipients’ country may have different data privacy laws and protections from your country. You authorize the Data recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on your behalf to a broker or other third party with whom you may elect to deposit any Shares acquired pursuant to the Plan. You may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative or the Company. You may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing, in any case without cost, by contacting your local human resources representative or the Company; however, withdrawing your consent may affect your ability to participate in the Plan.

8. Acknowledgement of Discretionary Nature of the Plan; No Vested Rights

By accepting the Options, you acknowledge, understand, and agree that: (a) the Plan is established voluntarily by the Company, is discretionary in nature, and may be modified, amended, suspended or terminated by the Company at any time; (b) the grant of the Options is voluntary and occasional and does not create any contractual or other right to receive future option grants, or benefits in lieu of Options, even if options have been granted repeatedly in the past; (c) all decisions with respect to future option grants, if any, will be at the sole discretion of the Company; (d) your acceptance of the Options and participation under the Plan is voluntary; (e) your participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate your employment at any time; (f) the Option and your participation in the Plan shall not be interpreted to form an employment contract or relationship with the Company or any Affiliate; and (g) no claim or entitlement to compensation or damages shall arise from forfeiture of any portion of the Options and/or shortening of the period within which to exercise any vested portion of the Options resulting from termination of your employment by the Company or the Employer (for any reason whatsoever and regardless of whether in breach of local labor laws) and, in consideration of the grant of the Options, to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company or the Employer, waive your ability, if any, to bring any such claim, and release the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim.

9. No Relation to Other Benefits/Termination Indemnities

You acknowledge that you have entered into employment with the Company or an Affiliate upon terms that did not include the Options or similar awards, that your decision to continue employment is not dependent on an expectation of the Options or similar awards, and that any amount received pursuant to the Options is considered an amount in addition to that which you expect to be paid for the performance of your services. Thus, the Options and the Shares subject to the Options are not part of normal or expected compensation or salary for any purpose,

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Exhibit 10.11

including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments, notwithstanding any provision of any compensation, insurance agreement or benefit plan to the contrary. Further, the Options and the Shares subject to the Options are not intended to replace any pension rights. In the event the Company is not the Employer, the Options and the Shares subject to the Options are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, which are outside the scope of your employment contract, if any and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliate.

10. No Advice Regarding Grant

The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the Shares underlying the Options. You should note that the future value of the Shares underlying the Options is unknown. If the Shares do not increase in value, the Options will have no value and if you obtain Shares upon exercise of the Options, the value of those Shares may increase or decrease, including below the Exercise Price. You are hereby advised to consult with your own personal tax, legal, and financial advisors regarding your participation in the Plan before taking any action related to the Plan.

11. Agreement Following Termination of Employment

As a further condition of accepting the Options, you acknowledge and agree that for a period of one year following your termination of employment or service, you will not hire, recruit, solicit or induce, or cause, allow, permit or aid others to hire, recruit, solicit or induce, or to communicate in support of those activities, any employee of the Company or an Affiliate who possesses Confidential Information of the Company or an Affiliate to terminate his/her employment with the Company or an Affiliate and/or to seek employment with your new or prospective employer, or any other company.

You agree that upon your termination of employment or service with the Company or an Affiliate, and for a period of one year thereafter, you will immediately inform the Company of (a) the identity of your new employer (or the nature of any start-up business or self-employment), (b) your new title, and (c) your job duties and responsibilities. You hereby authorize the Company or an Affiliate to provide a copy of this Award Agreement to your new employer. You further agree to provide information to the Company or an Affiliate as may from time to time be requested in order to determine your compliance with the terms hereof.

12. Substitute Stock Appreciation Right

The Company reserves the right to substitute a Stock Appreciation Right for your Option in the event certain changes are made in the accounting treatment of stock options. Any substitute Stock Appreciation Right shall be applicable to the same number of Shares as your Option and shall have the same Date of Expiration, Exercise Price, and other terms and conditions.

13. Language

If you receive this Award Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version differs from the English version, the English version shall control.

14. Electronic Delivery

The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

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Exhibit 10.11

15. Appendix

Notwithstanding any provisions in this Award Agreement, the Options shall be subject to any special terms and conditions for your State and/or country set forth in the Appendix. Moreover, if you relocate to a State and/or country included in the Appendix, the special terms and conditions for such State or country shall apply to you, to the extent that the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Appendix constitutes part of this Agreement.

16. Imposition of Other Requirements

The Company reserves the right to impose other requirements on your participation in the Plan, on the Options and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

17. Severability

The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions nevertheless shall be binding and enforceable.

18. Governing Law and Choice of Venue

This Award Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware U.S.A., without regard to the provisions governing conflict of laws. Any and all disputes relating to, concerning or arising from this Award Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the Award or this Award Agreement, shall be brought and heard exclusively in the United States District Court for the District of Delaware or the Delaware Superior Court, New Castle County. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute; and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.

19. Acceptance of Terms and Conditions

By accepting the Options, you agree to be bound by the terms and conditions of the Award Agreement, the Plan, any and all rules and regulations established by the Company in connection with Awards issued under the Plan, and any additional covenants or promises the Company may require as a condition of the grant.

20. Other Information about Your Options and the Plan

You can find other information about your Options, the Plan and Prospectus of the Plan on the Company’s website http://my.mot-mobility.com/go/EquityAwards. If you do not have access to the website, please send your request to Equity Administration at, 6450 Sequence Drive, San Diego, CA 92121 or email: EQUITYADMIN@Motorola.com to request Plan documents.

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Exhibit 10.11

APPENDIX

MOTOROLA MOBILITY HOLDINGS, INC.

GLOBAL AWARD AGREEMENT

For the

Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan

Terms and Conditions Related to Employee Stock Options

The additional terms and conditions set forth below are specifically incorporated into the Employee Stock Option Award Agreement (together, the Agreement and this Appendix are referred to herein as the “Award Agreement”). These terms and conditions govern the Options granted to you under the Plan if you are employed in or, if applicable, are a taxpayer in one of the States or countries listed below. Capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan and/or the Employee Stock Option Agreement.

Due to the complexities of legal, regulatory and tax issues, you are advised to seek appropriate professional advice as to how the relevant laws in your State and/or country may apply to your individual situation. Further, if you are a citizen of a country or resident of a country or State other than that in which you are currently working, transfer employment to another State or country after the Options are granted, or are considered a citizen of another country or resident of another country or State for local law purposes, the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall be applicable to you.

CALIFORNIA, U.S.

Agreement Following Termination of Employment. Only to the extent required by applicable law, Section 11 of the Award Agreement is amended to read in full as follows:

As a further condition of accepting the Options, you acknowledge and agree that for a period of one year following your termination of employment or service, you will not recruit, solicit or induce, or cause, aid others to recruit, solicit or induce, or to communicate in support of those activities, any employee of the Company or an Affiliate who possesses Confidential Information of the Company or an Affiliate to terminate his/her employment with the Company or an Affiliate and/or to seek employment with your new or prospective employer, or any other company.

You agree that upon your termination of employment or service with the Company or an Affiliate, and for a period of one year thereafter, you will immediately inform the Company of (a) the identity of your new employer (or the nature of any start-up business or self-employment), (b) your new title, and (c) your job duties and responsibilities. You hereby authorize the Company or an Affiliate to provide a copy of this Award Agreement to your new employer. You further agree to provide information to the Company or an Affiliate as may from time to time be requested in order to determine your compliance with the terms hereof.

Stock Option Consideration Agreement. If you have been required to execute a Stock Option Consideration Agreement (“SOCA”) in connection with the grant of the Options, the provisions of Sections 3, 4 and 5 of the SOCA shall not apply to the extent required by applicable law. Further, to the extent necessary under applicable law, Section 2 of the SOCA is amended to read in full as follows:

I agree that during my employment and for a period of one year following termination of my employment for any reason, I will not recruit, solicit or induce, or cause, aid others to recruit, solicit or induce, or to communicate in support of those activities, any employee of the Company who possesses Confidential Information of the Company to terminate his/her employment with the Company and/or to seek employment with my new or prospective employer, or any other company.

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Exhibit 10.11

ARGENTINA

There are no country-specific provisions.

AUSTRIA

There are no country-specific provisions.

BRAZIL

There are no country-specific provisions.

CANADA

Manner of Exercising Option. Due to Canadian tax law, you are prohibited from tendering Shares that you already own or attesting to the ownership of Shares to pay the Exercise Price or any Tax-Related Items in connection with the Options.

The following terms and conditions are applicable to residents of Quebec:

Data Privacy Notice and Consent. This provision supplements Section 7 of the Award Agreement:

You hereby authorize the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. You further authorize the Company, its Affiliates and the plan administrator to disclose and discuss the Plan with their respective advisors. You further authorize the Company and its Affiliates to record such information and to keep such information in your employee file.

CHILE

There are no country-specific provisions.

CHINA

Cashless Exercise Restriction. Notwithstanding any terms or conditions of the Plan to the contrary, you will be restricted to the cashless sell-all method of exercise with respect to Options granted to you under the Plan. To complete a cashless sell-all exercise, you understand that you must instruct the broker to: (a) sell all of the Shares issued upon exercise of the Options; (b) use the proceeds to pay the Exercise Price and any applicable brokerage and/or transaction fees or other exercise costs; and (c) remit the balance to you in cash. The Company reserves the right to eliminate the cashless sell-all method of exercise requirement and, in its sole discretion, to permit cash exercise or cashless sell-to-cover exercise.

Exchange Control Restrictions. If you are a national of the People’s Republic of China (“PRC”), as a condition to the grant of the Options, you agree to repatriate all payments attributable to the Options acquired under the Plan, including all proceeds from the immediate sale of Shares acquired upon exercise of the Options, in accordance with your local foreign exchange rules and regulations. You understand that such repatriation will need to be effected through a special exchange control account established by the Company or one of its Affiliates in China. Further, you understand and agree that, unless otherwise provided by the Company, the repatriated proceeds will be delivered to you in U.S. dollars and you will be required to set up a U.S. dollar bank account in China in order to receive such proceeds. In addition, you agree to take any and all actions, and consent to any and all actions taken by the Company and its Affiliates, as may be required to allow the Company and its Affiliates to comply with local foreign exchange rules and regulations.

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Exhibit 10.11

In the event that the proceeds from the cashless exercise of the Options are converted to local currency, you acknowledge that the Company (including its Affiliates) is under no obligation to secure any particular currency conversion rate and may face delays in converting the proceeds to local currency due to exchange control restrictions in the PRC. You agree to bear the risk of any fluctuation in the U.S. dollar/local currency exchange rate between the date the Options are exercised and the date that you receive cash proceeds converted to local currency.

COLOMBIA

There are no country-specific provisions.

CZECH REPUBLIC

There are no country-specific provisions.

ECUADOR

There are no country-specific provisions.

FRANCE

There are no country-specific provisions.

GERMANY

There are no country-specific provisions.

GREECE

There are no country-specific provisions.

HONG KONG

Securities Law Notice. The Options and Shares issued upon exercise of the Options do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company and its Affiliates. The Award Agreement, including this Appendix, the Plan and other incidental communication materials have not been prepared in accordance with, and are not intended to constitute a “prospectus” for a public offering of securities under, the applicable securities legislation in Hong Kong, nor have the documents been reviewed by any regulatory authority in Hong Kong. The Options are intended only for the personal use of each eligible employee of the Employer, the Company or any Affiliate, and may not be distributed to any other person. If you are in any doubt about any of the contents of the Award Agreement, including this Appendix, or the Plan, you are advised to obtain independent professional advice.

Exercise of Options and Sale of Shares. This provision supplements Section 3 of the Award Agreement:

In the event your Options vest within six months of the Date of Grant, you agree that you will not exercise the Options and sell the Shares acquired prior to the six-month anniversary of the Date of Grant.

INDIA

Cashless Exercise Restriction. Notwithstanding any terms or conditions of the Plan to the contrary, you will be restricted to the cashless sell-all method of exercise with respect to Options granted to you under the Plan. To complete a cashless sell-all exercise, you understand that you must instruct the broker to: (a) sell all of the Shares issued upon exercise of the Options; (b) use the proceeds to pay the Exercise Price and any applicable brokerage and/or transaction fees or other exercise costs; and (c) remit the balance to you in cash. The Company reserves the right to eliminate the cashless sell-all method of exercise requirement and, in its sole discretion, to permit cash exercise or cashless sell-to-cover exercise.

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Exhibit 10.11

INDONESIA

Cashless Exercise Restriction. Notwithstanding any terms or conditions of the Plan to the contrary, you will be restricted to the cashless sell-all method of exercise with respect to Options granted to you under the Plan. To complete a cashless sell-all exercise, you understand that you must instruct the broker to: (a) sell all of the Shares issued upon exercise of the Options; (b) use the proceeds to pay the Exercise Price and any applicable brokerage and/or transaction fees or other exercise costs; and (c) remit the balance to you in cash. The Company reserves the right to eliminate the cashless sell-all method of exercise requirement and, in its sole discretion, to permit cash exercise or cashless sell-to-cover exercise.

ISRAEL

Trust Arrangement. You understand and agree that the Option is offered subject to and in accordance with the terms of the Plan and the Israeli Sub-Plan to the 2011 Incentive Compensation Plan. Upon exercise, the Shares shall be controlled by the trustee appointed by the Company or its Affiliate in Israel (the “Trustee”) for your benefit for at least such period of time as required by Section 102 of the Israeli Income Tax Ordinance [New Version] 1961 as now in effect or as hereafter amended (the “Ordinance”) (with respect to the “capital gain route”) or by the Israeli Tax Authority (the “Lock-Up Period”). In the event that bonus Shares or dividends in the form of additional Options or Shares are issued with respect to the Shares held with the Trustee, or as a result of an adjustment made pursuant to Section 12 of the Plan, such Options or Shares shall be controlled by the Trustee for your benefit and the provisions of Section 102 of the Ordinance and the Income Tax (Tax Abatement on the Grant of Shares to Employees) Regulations 2003 shall apply to such Options or Shares for all purposes. At any time, you may request the sale of the Shares or the release of the Shares from the Trustee, subject to the terms of the Plan, this Award Agreement and any applicable law. Without derogating from the aforementioned, if the Shares are released by the Trustee during the Lock-Up Period, the sanctions under Section 102 of the Ordinance shall apply to and be borne by you. The Shares shall not be sold or released from the control of the Trustee unless the Company, the Employer and the Trustee are satisfied that the full amount of Tax-Related Items due have been paid or will be paid in relation thereto.

Security Law Notice. An exemption from filing a prospectus in relation to the Plan has been granted to the Company by the Israeli Securities Authority. Copies of the Plan and the Form S-8 registration statement for the Plan filed with the U.S. Securities and Exchange Commission are available at your local human resources department.

ITALY

Cashless Exercise Restriction. Notwithstanding any terms or conditions of the Plan to the contrary, you will be restricted to the cashless sell-all method of exercise with respect to Options granted to you under the Plan. To complete a cashless sell-all exercise, you understand that you must instruct the broker to: (a) sell all of the Shares issued upon exercise of the Options; (b) use the proceeds to pay the Exercise Price and any applicable brokerage and/or transaction fees or other exercise costs; and (c) remit the balance to you in cash. The Company reserves the right to eliminate the cashless sell-all method of exercise requirement and, in its sole discretion, to permit cash exercise or cashless sell-to-cover exercise.

Data Privacy Notice and Consent. This provision replaces Section 7 of the Award Agreement:

You understand that the Employer, the Company and any Affiliate may hold certain personal information about you, including, without limitation, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any directorships held in the Company or any Affiliate, any Shares owned, details of all Options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested, or outstanding in your favor, for the purpose of implementing, managing, and administering the Plan (the “Data”) and in compliance with applicable laws and regulations.

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Exhibit 10.11

You also understand that providing the Company with the Data is necessary for the performance of this Award Agreement and that your refusal to provide the Data would make it impossible for the Company to perform its contractual obligations and may affect your ability to participate in the Plan. The Controller of personal data processing is Motorola Mobility Holdings, Inc., with registered offices at 600 North US Highway 45, Libertyville, Illinois 60048, United States of America, and, pursuant to Legislative Decree no. 196/2003, its representative in Italy is Motorola Mobility Italia S.r.l. with registered address at Via Muzio Attendolo Detto Sforza, 13, Milan, Italy.

You understand that the Data will not be publicized, but it may be transferred to the plan administrator or any other financial institution or broker involved in the management and administration of the Plan. You further understand that the Company and/or any Affiliate will transfer the Data amongst themselves as necessary for the purpose of implementing, administering, and managing your participation in the Plan, and that the Company and/or any Affiliate may each further transfer the Data to third parties assisting the Company in the implementation, administration, and management of the Plan, including any requisite transfer to a broker or other third party with whom you may elect to deposit any Shares acquired under the Plan. Such recipients may receive, possess, use, retain, and transfer the Data in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan. You understand that these recipients may be located in or outside the European Economic Area, and may be located in the United States or elsewhere and in locations that might not provide the same level of protection as intended under Italian data privacy laws. Should the Company exercise its discretion in suspending all necessary legal obligations connected with the management and administration of the Plan, it will delete the Data as soon as it has accomplished all the necessary legal obligations connected with the management and administration of the Plan.

You understand that the processing of the Data in connection with the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which the Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations, including without limitation Legislative Decree no. 196/2003.

The processing activity, including communication of the Data or transfer of the Data abroad (including outside of the European Economic Area), as herein specified and pursuant to applicable laws and regulations, does not require your consent thereto, as the processing is necessary to performance of contractual obligations related to implementation, administration and management of the Plan. You understand that, pursuant to Section 7 of the Legislative Decree no. 196/2003, you have the right to access, delete, update, correct, or stop, for legitimate reason, the processing of the Data. Furthermore, you are aware that the Data will not be used for direct marketing purposes. In addition, the Data provided can be reviewed and questions or complaints can be addressed by contacting your local human resources representative.

Plan Document Acknowledgment. In accepting the grant of the Options, you acknowledge that you have received a copy of the Plan and the Award Agreement, including this Appendix and have reviewed the Plan and the Award Agreement (including this Appendix) in their entirety and fully understand and accept all provisions of the Plan and the Award Agreement (including this Appendix).

You further acknowledge that you have read and specifically and expressly approves the following sections of the Award Agreement: Section 1 regarding “Vesting and Exercisability;” Section 2 regarding “Expiration;” Section 3 regarding “Special Vesting Dates and Special Expiration Dates;” Section 5 regarding “Other Terms;” Section 8 regarding “Acknowledgement of Discretionary Nature of Plan; No Vested Rights;” Section 9 regarding “No relation to Other Benefits/Termination Indemnities;” Section 11 regarding “Agreement Following Termination of Employment;” Section 13 regarding “Language;” Section 18 regarding “Governing Law and Choice of Venue;” and the Data Privacy Notice and Consent provision included in this Appendix.

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Exhibit 10.11

JAPAN

There are no country-specific provisions.

MEXICO

Labor Law Acknowledgment. This provision supplements Sections 12 and 13 of the Award Agreement:

By accepting the grant of the Options, you acknowledge that you understand and agree that: (a) the Options are not related to the salary and other contractual benefits provided to you by the Employer; and (b) any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of your employment.

Policy Statement. The invitation the Company is making under the Plan is unilateral and discretionary and, therefore, the Company reserves the absolute right to amend it and discontinue it at any time without any liability to you.

The Company, with registered offices at 600 North US Highway 45, Libertyville, Illinois 60048, United States of America, is solely responsible for the administration of the Plan and participation in the Plan or the acquisition of Shares does not, in any way, establish an employment relationship between you and the Company since you are participating in the Plan on a wholly commercial basis and your sole employer is Motorola Mobility de Mexico, S.A. de C.V. , nor does it establish any rights between you and the Employer.

Plan Document Acknowledgment. By accepting the grant of the Options, you acknowledge that you have received a copy of the Plan, have reviewed the Plan and the Award Agreement in their entirety and fully understand and accept all provisions of the Plan and the Award Agreement.

You further acknowledge having read and specifically and expressly approved the terms and conditions in Section 8 of the Award Agreement, in which the following is clearly described and established: (a) participation in the Plan does not constitute an acquired right; (b) the Plan and participation in the Plan is offered by the Company on a wholly discretionary basis; (c) participation in the Plan is voluntary; and (d) the Company and its Affiliates are not responsible for any decrease in the value of the Shares issued upon exercise of the Options.

Finally, you acknowledge that you do not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of participation in the Plan and you therefore grant a full and broad release to the Employer and the Company (including its Affiliates) with respect to any claim that may arise under the Plan.

Spanish Translation

Reconocimiento de la Ley Laboral: Estas disposiciones complementan los apartados 12 y 13 del Convenio de Premio:

Al aceptar la adjudicación de las Opciones, usted reconoce y acepta que: (a) las Opciones no se encuentran relacionadas con su salario ni con otras prestaciones contractuales concedidas a usted por parte del patrón; y (b) cualquier modificación del Plan o su terminación no constituye un cambio o impedimento de los términos y condiciones de su empleo.

Declaración de la Política. La invitación que hace la Compañía bajo el Plan es unilateral y discrecional, por lo que la Compañía se reserva el derecho absoluto de modificar e interrumpir el mismo en cualquier tiempo, sin ninguna responsabilidad para usted.

La Compañía, con oficinas ubicadas en 600 North US Highway 45, Libertyville, Illinois 60048, United States of America, es la única responsable de la administración y participación en el Plan, así como de la adquisición de acciones, por lo que de ninguna manera podrá establecerse una relación de trabajo entre usted y la Compañía, ya que su participación en el Plan tiene una naturaleza comercial y su único patrón lo es Motorola Mobility de Mexico, S.A. de C.V.; la participación en el Plan tampoco genera ningún derecho entre el usted y el Patrón.

-13-

Exhibit 10.11

Reconocimiento de los documentos del Plan. Al aceptar el otorgamiento de las Opciones, usted reconoce que ha recibido una copia del Plan, que lo ha revisado junto con el Convenio de Premio, y que ha entendido y aceptado completamente las disposiciones contenidas en el Pan y en el Convenio de Premio.

Adicionalmente, al firmar el presente documento, reconoce que ha leído y aprobado de manera expresa y específica los términos y condiciones contenidos en el apartado 8 del Convenio de Premio, el cual claramente establece y describe: (a) que la participación en el Plan no constituye un derecho adquirido; (b)que el Plan y la participación en el mismo es ofrecida por la Compañía en forma totalmente discrecional; (c) la participación en el Plan es voluntaria; y (d) que la Compañía, así como sus Subsidiarias y Afiliadas no son responsables por cualquier detrimento en el valor de las acciones emitidas derivadas del ejercicio de las Opciones de Acciones.

Finalmente, usted acepta no reservarse ninguna acción o derecho para interponer una demanda en contra de la Compañía por compensación, daño o perjuicio alguno como resultado de su participación en el Plan y en consecuencia, otorga a su patrón el más amplio y completo finiquito que en derecho proceda, así como a la Compañía, a sus Subsidiarias y Afiliadas, respecto a cualquier demanda que pudiera originarse derivada del Plan.

NETHERLANDS

There are no country-specific provisions.

PERU

There are no country-specific provisions.

POLAND

There are no country-specific provisions.

PORTUGAL

There are no country-specific provisions.

PUERTO RICO

There are no country-specific provisions.

RUSSIA

Cashless Exercise Restriction. Notwithstanding any terms or conditions of the Plan to the contrary, you will be restricted to the cashless sell-all method of exercise with respect to Options granted to you under the Plan. To complete a cashless sell-all exercise, you understand that you must instruct the broker to: (a) sell all of the Shares issued upon exercise of the Options; (b) use the proceeds to pay the Exercise Price and any applicable brokerage and/or transaction fees or other exercise costs; and (c) remit the balance to you in cash. The Company reserves the right to eliminate the cashless sell-all method of exercise requirement and, in its sole discretion, to permit cash exercise or cashless sell-to-cover exercise.

Acceptance Procedures for Participants in Russia. Notwithstanding anything to the contrary in the Award Agreement, the grant of Options under the Plan will not become effective and will not become a binding obligation on the Company until you sign this document and return it to the Company’s contact identified below on or before 30 days from the date of your email notification of this substitution:

Katherine Blanque

Motorola Mobility France SAS

BP 94764

31047, Toulouse Cedex 1

France

-14-

Exhibit 10.11

If you do not sign this document and return it within the prescribed deadline, your Options will not become effective and you will be unable to acquire Shares in accordance with the terms and conditions of the Award Agreement.

Employee Signature:                                                             

Printed Employee Name:                                                             

Employee Commerce ID Number:                                                             

Date:                                                             

On behalf of Motorola Mobility Holdings, Inc.:                                                             

Printed Name:                                                             

Date Received:                                                             

Country of Receipt:                                                             

SINGAPORE

Director Notification Obligation. If you are a director, associate director or shadow director of the Company’s Singapore Affiliate, you are subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Company’s Singapore Affiliate in writing when you receive an interest (e.g., Options or Shares) in the Company or any Affiliate. In addition, you must notify the Company’s Singapore Affiliate when you sell Shares or shares of any Affiliate (including when you sell Shares issued upon exercise of the Options). These notifications must be made within two days of acquiring or disposing of any interest in the Company or any Affiliate. In addition, a notification of your interests in the Company or any Affiliate must be made within two days of you becoming a director.

SOUTH AFRICA

Cashless Exercise Restriction. Notwithstanding any terms or conditions of the Plan to the contrary, you will be restricted to the cashless sell-all method of exercise with respect to Options granted to you under the Plan. To complete a cashless sell-all exercise, you understand that you must instruct the broker to: (a) sell all of the Shares issued upon exercise of the Options; (b) use the proceeds to pay the Exercise Price and any applicable brokerage and/or transaction fees or other exercise costs; and (c) remit the balance to you in cash. The Company reserves the right to eliminate the cashless sell-all method of exercise requirement and, in its sole discretion, to permit cash exercise or cashless sell-to-cover exercise.

Responsibility for Taxes. The following provision supplements Section 5(c) of the Award Agreement:

By accepting the Options, you agree that, immediately upon exercise of the Options, you will notify the Employer of the amount of any gain realized. If you fail to advise the Employer of the gain realized upon exercise, you may be liable for a fine. You will be solely responsible for paying any difference between the actual tax liability and the amount withheld by the Employer.

-15-

Exhibit 10.11

SOUTH KOREA

There are no country-specific provisions.

SPAIN

No Special Employment or Similar Rights. This provision supplements Sections 8 and 9 of the Award Agreement:

By accepting the grant of the Options, you consent to participation in the Plan and acknowledge that you have received a copy of the Plan. You understand that the Company has unilaterally, gratuitously, and discretionarily decided to grant Options under the Plan to individuals who may be employees of the Company or its Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or any Affiliate, other than to the extent set forth in the Award Agreement. Consequently, you understand that the Options are granted on the assumption and condition that the Options and any Shares acquired upon exercise of the Options are not a part of any employment contract (either with the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation), or any other right whatsoever. Further, you understand that, other than as may be expressly set forth under the Award Agreement, you will not be entitled to continue vesting in any Options once your employment with the Company or any of its Affiliates ceases. In addition, you understand that the Options would not be granted but for the assumptions and conditions referred to above; thus, you acknowledge and freely accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of or right to the Options shall be null and void.

The Options are a conditional right to Shares and may be forfeited or affected by your termination of employment, as set forth in the Award Agreement. If your employment or service with the Company or an Affiliate terminates for any reason other than those reasons expressly set forth in Sections 3(a) through (f) of the Award Agreement, including, without limitation, where (a) you are deemed to have been unfairly dismissed without good cause; (b) you terminate employment or service due to a change of work location, duties or any other employment or contractual condition; or (c) you terminate service due to the Company’s or any of its Affiliates’ unilateral breach of contract, all of your unvested Options will automatically expire upon termination of your employment or service and all of your vested but not yet exercised Options will expire on the earlier of (i) the date 90 days after the date of termination of your employment or service or (ii) the Date of Expiration.

SWEDEN

There are no country-specific provisions.

TAIWAN

There are no country-specific provisions.

TURKEY

Cashless Exercise Restriction. Notwithstanding any terms or conditions of the Plan to the contrary, you will be restricted to the cashless sell-all method of exercise with respect to Options granted to you under the Plan. To complete a cashless sell-all exercise, you understand that you must instruct the broker to: (a) sell all of the Shares issued upon exercise of the Options; (b) use the proceeds to pay the Exercise Price and any applicable brokerage and/or transaction fees or other exercise costs; and (c) remit the balance to you in cash. The Company reserves the right to eliminate the cashless sell-all method of exercise requirement and, in its sole discretion, to permit cash exercise or cashless sell-to-cover exercise.

UNITED ARAB EMIRATES

There are no country-specific provisions.

-16-

Exhibit 10.11

UNITED KINGDOM

Tax Withholding. This provision supplements Section 5(c) of the Award Agreement:

If payment or withholding of income taxes is not made within ninety (90) days of the event giving rise to the income tax liability or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by you to the Employer, effective as of the Due Date. You agree that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs (“HMRC”), it shall be immediately due and repayable, and the Company or the Employer may recover it at any time by any of the means set forth in Section 5(c) of the Award Agreement. Notwithstanding the foregoing, if you are a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you shall not be eligible for a loan from the Company to cover the income tax. In the event you are a director or executive officer of the Company and the income tax is not collected from or paid by you by the Due Date, the amount of any uncollected income tax will constitute a benefit to you on which additional income tax and national insurance contributions (“NICs”) will be payable. You will be responsible for reporting and paying any income tax and NICs due on this additional benefit directly to HMRC under the self-assessment regime.

UNITED STATES

There are no country-specific provisions.

VENEZUELA

Cashless Exercise Restriction. Notwithstanding any terms or conditions of the Plan to the contrary, you will be restricted to the cashless sell-all method of exercise with respect to Options granted to you under the Plan. To complete a cashless sell-all exercise, you understand that you must instruct the broker to: (a) sell all of the Shares issued upon exercise of the Options; (b) use the proceeds to pay the Exercise Price and any applicable brokerage and/or transaction fees or other exercise costs; and (c) remit the balance to you in cash. The Company reserves the right to eliminate the cashless sell-all method of exercise requirement and, in its sole discretion, to permit cash exercise or cashless sell-to-cover exercise.

Exchange Control Acknowledgment. You acknowledge that, to ensure compliance with the applicable exchange control regulations in Venezuela, you are hereby advised to consult your personal advisor prior to exercising the Option or repatriating any proceeds of the sale of Shares to Venezuela, as such regulations are subject to frequent change and there may be restrictions with respect to such transactions as a result of amendments to the exchange control laws in 2010. You are solely responsible for ensuring compliance with all exchange control laws in Venezuela.

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EX-10.12

Exhibit 10.12

MOTOROLA MOBILITY HOLDINGS, INC.

STOCK OPTION CONSIDERATION AGREEMENT

GRANT DATE: XXXXXX

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.

As consideration for the stock option(s) granted to me on the date shown above under the terms of the Plan (“the Covered Options”), and the Company having provided me with Confidential Information as an appointed vice president or elected officer of the Company, I agree to the following:

(1) I agree that during the course of my employment and thereafter, I will not use or disclose, except on behalf of the Company and pursuant to its directions, any Company Confidential Information. Confidential Information means information concerning the Company and its business that is not generally known outside the Company. Confidential Information includes: (i) trade secrets; (ii) intellectual property; (iii) the Company’s methods of operation and Company processes; (iv) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (v) information on customers or potential customers, including customer’s names, sales records, prices, and other terms of sales and Company cost information; (vi) Company personnel data; (vii) Company business plans, marketing plans, financial data and projections; and (viii) information received in confidence by the Company from third parties. Information regarding products or technological innovations in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company is considering for broader use, shall not be deemed generally known until such broader use is actually commercially implemented.

(2) I agree that during my employment and for a period of one year following termination of my employment for any reason, I will not hire, recruit, solicit or induce, or cause, allow, permit or aid others to hire, recruit, solicit or induce, or to communicate in support of those activities, any employee of the Company who possesses Confidential Information of the Company to terminate his/her employment with the Company and/or to seek employment with my new or prospective employer, or any other company.

(3) I agree that during my employment and for a period of one year following termination of my employment for any reason, I will not engage in activities which are entirely or in part the same as or similar to activities in which I engaged at any time during the one year preceding termination of my employment, for any person, company or entity in connection with products, services or technological developments (existing or planned) on which I worked at any time during the one year preceding termination of my employment. This paragraph applies in the countries in which I have physically been present performing work for the Company or its Affiliate at any time during the one year preceding termination of my employment.

(4) I agree that during my employment and for a period of one year following termination of my employment for any reason, I will not, directly or indirectly, on behalf of myself or any other person, company or entity, solicit or participate in soliciting, products or services competitive with or similar to products or services offered by, manufactured by, designed by or distributed by the Company to any person, company or entity which was a customer or potential customer for such products or services and with which I had direct or indirect contact regarding those products or services or about which I learned Confidential Information at any time during the two years prior to termination of employment with the Company.

(5) I agree that during my employment and for a period of one year following termination of my employment for any reason, I will not directly or indirectly, in any capacity, provide products or services competitive with or similar to products or services offered by the Company to any person, company or entity which was a customer for such products or services and with which customer I had direct or indirect contact regarding those products or services or about which customer I learned Confidential Information at any time during the one year prior to termination of my employment with the Company.

(6) If I am an officer subject to Section 16 of the Securities Exchange Act of 1934 on the day of this grant, I acknowledge that the Covered Options are subject to the terms and conditions of the Company’s Policy Regarding Recoupment of Incentive Payments Upon Financial Restatement (such policy, as it may be amended from time to

time, being the “Recoupment Policy”). The Recoupment Policy provides for determinations by the Company’s independent directors that, as a result of, in whole or in part, intentional fraud or misconduct by me, the Company’s financial results were restated or materially misstated (a “Policy Restatement”). In the event of a Policy Restatement, the Company’s independent directors may require, among other things (a) cancellation of any of the Covered Options that remain outstanding; and/or (b) reimbursement of any gains realized in respect of the Covered Options, if and to the extent the conditions set forth in the Recoupment Policy shall apply. Any determinations made by the independent directors in accordance with the Recoupment Policy shall be binding upon me. The Recoupment Policy is in addition to any other remedies which may be otherwise available at law, in equity or under contract to the Company.

(7) I acknowledge that any benefits I may receive from the Covered Options shall be subject to repayment or forfeiture as may be required to comply with the requirements of the U.S. Securities and Exchange Commission or any applicable law, including the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or any securities exchange on which the Company’s shares of Common Stock are traded, as may be in effect from time to time.

(8) I agree that by accepting the Covered Options, if I violate the terms of paragraphs 1 through and including 5 of this Agreement, then, in addition to any other remedies available in law and/or equity, all of my vested and unvested Covered Options will terminate and no longer be exercisable, and for all Covered Options exercised within one year prior to the termination of my employment for any reason or anytime after termination of my employment for any reason, I will immediately pay to the Company the difference between the exercise price on the date of grant as reflected in the Award Agreement for the Covered Options and the market price of the Covered Options on the date of exercise (the “spread”).

(9) The requirements of this agreement can be waived or modified only upon the prior written consent of Motorola Mobility Holdings, Inc. I acknowledge that the promises in this Agreement, not any employment of or services performed by me in the course and scope of that employment, are the sole consideration for the Covered Options. I agree the Company shall have the right to assign this Agreement which shall not affect the validity or enforceability of this Agreement. This Agreement shall inure to the benefit of the Company assigns and successors.

(10) I agree that during my employment and for a period of one year following the termination of my employment for any reason, I will immediately inform the Company of (i) the identity of my new employer (or the nature of any start-up business, consulting arrangements or self-employment), (ii) my new title, and (iii) my job duties and responsibilities. I hereby authorize the Company to provide a copy of this Agreement to my new employer. I further agree to provide information to the Company as may from time to time be requested in order to determine my compliance with the terms of this Agreement.

(11) I acknowledge that the harm caused to the Company by the breach or anticipated breach of paragraphs 1, 2, 3, 4 and/or 5 of this Agreement will be irreparable and I agree the Company may obtain injunctive relief against me in addition to and cumulative with any other legal or equitable rights and remedies the Company may have pursuant to this Agreement, any other agreements between me and the Company for the protection of the Company’s Confidential Information, or law, including the recovery of liquidated damages. I agree that any interim or final equitable relief entered by a court of competent jurisdiction, as specified in paragraph 14 below, will, at the request of the Company, be entered on consent and enforced by any such court having jurisdiction over me. This relief would occur without prejudice to any rights either party may have to appeal from the proceedings that resulted in any grant of such relief.

(12) With respect to the Covered Options, this Agreement is my entire agreement with the Company. No waiver of any breach of any provision of this Agreement by the Company shall be construed to be a waiver of any succeeding breach or as a modification of such provision. The provisions of this Agreement shall be severable and in the event that any provision of this Agreement shall be found by any court as specified in paragraph 14 below to be unenforceable, in whole or in part, the remainder of this Agreement shall nevertheless be enforceable and binding on the parties. I also agree that the court may modify any invalid, overbroad or unenforceable term of this Agreement so that such term, as modified, is valid and enforceable under applicable law. Further, I affirmatively state that I have not, will not and cannot rely on any representations not expressly made herein.

(13) I accept the terms of this Agreement and the above option(s) to purchase shares of the Common Stock of the Company, subject to the terms of this Agreement, the Plan, and any Award Agreement issued pursuant thereto.

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I am familiar with the Plan and agree to be bound by it to the extent applicable, as well as by the actions of the Company’s Board of Directors or any committee thereof.

(14) I agree that this Agreement and the Plan, and any Award Agreement issued pursuant thereto, together constitute an agreement between the Company and me. I further agree that this Agreement is governed by the laws of the State of Delaware U.S.A., without regard to the provisions governing conflict of laws and that any and all disputes relating to, concerning or arising from this Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by this Agreement, shall be brought and heard exclusively in the United States District Court for the District of Delaware or the Delaware Superior Court, New Castle County.

(15) I acknowledge that, if a “Change in Control” (as defined in the Plan) of Motorola Mobility Holdings, Inc. occurs and the successor or survivor corporation does not convert, assume or replace the Covered Options, then: (i) all of my unvested Covered Options will be fully vested immediately prior to the Change in Control and (ii) following such Change in Control, all of my Covered Options that I have not exercised as of the Change in Control shall terminate and cease to be outstanding. Further, with respect to any Covered Options that are converted, assumed or replaced as described in the preceding paragraph, such converted, assumed or replaced options shall provide that they will be fully vested and exercisable until the Date of Expiration set forth in the Award Agreement for the Covered Options if I am involuntarily terminated (for a reason other than “Cause”) or if I quit for “Good Reason” within 24 months of the Change in Control. As used herein, “Cause” means (a) my conviction of any criminal violation involving dishonesty, fraud or breach of trust or (b) my willful engagement in gross misconduct in the performance of my duties that materially injures the Company (as defined above); and “Good Reason” means that one of the following occurs without my written consent: (a) a material demotion or material diminution of my duties, responsibilities and authority; (b) a material reduction in my base salary or annual incentive opportunities as in effect during the ninety day period immediately prior to the Change in Control, or as the same may be increased from time to time (except for reductions in annual incentive opportunities due to individual performance adjustments); (c) my assignment to a position requiring relocation of more than fifty miles from the location of my employment immediately prior to the Change in Control; or (d) termination of my employment by the Company (as defined above) other than pursuant to a notice of termination which indicates my employment has been terminated for Cause and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for the termination of my employment.

Date	Signature	Printed Name
		Commerce ID

IN ORDER FOR THE ABOVE-REFERENCED OPTION(S) TO BE AWARDED, THIS AGREEMENT, SIGNED AND DATED, MUST BE RETURNED TO MOTOROLA MOBILITY HOLDINGS, INC. c/o EQUITY ADMINISTRATION NO LATER THAN                                         .

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EX-10.13

Exhibit 10.13

EXRS

RSU Agreement

Appointed AVP and Elected Officer

Revised for electronic format

MOTOROLA MOBILITY HOLDINGS, INC.

2011 INCENTIVE COMPENSATION PLAN

RESTRICTED STOCK UNIT GLOBAL AWARD AGREEMENT

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”).

WHEREAS, Participant is receiving the Award under the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan (the “Plan”); and

WHEREAS, the Award is being made by the Compensation and Leadership Committee (the “Committee”) of the Board of Directors;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the Company hereby awards restricted stock units to Participant on the following terms and conditions:

1. Award of Restricted Stock Units. The Company hereby grants to Participant a total of «Txt_Nbr_of_Shares» («Whole_Nbr_of_Shares») restricted stock units (the “Units”). Each Unit represents a right to receive one share of Common Stock (a “Share”) on the applicable RSU Vesting Date subject to the terms and conditions set forth in this Award Agreement including any appendix hereto (the “Appendix”; the Agreement and the Appendix, collectively, the “Award Agreement”), and subject to adjustment as provided in the Plan. The Units are granted pursuant to the Plan and are subject to all of the terms and conditions of the Plan.

2. Restrictions. The Units are being awarded to Participant subject to the transfer and forfeiture conditions set forth below (the “Restrictions”). In its sole discretion, the Committee may amend or waive the provisions of subparagraphs (b) or (c) hereof, in whole or in part, to the extent necessary or advisable to comply with applicable laws, as determined by the Committee:

a. No Assignment. Unless otherwise provided by the Committee, prior to the vesting of the Units as described in Section 3 below, Participant may not directly or indirectly, by operation of law or otherwise, voluntarily or involuntarily, sell, assign, pledge, encumber, charge or otherwise transfer any of the Units still subject to Restrictions. The Units shall be forfeited if Participant violates or attempts to violate these transfer Restrictions.

b. Restricted Conduct. If Participant engages in any of the conduct described in subparagraphs (i) through (v) below for any reason, in addition to all remedies in law and/or equity available to the Company or any Affiliate, including the recovery of liquidated damages, Participant shall forfeit all Units (whether or not vested) and shall immediately pay to the Company, with respect to previously vested Units, an amount equal to (x) the per share Fair Market Value of the Shares on the date on which the Shares were issued with respect to the applicable previously vested Units times (y) the number of Shares underlying such previously vested Units, without regard to any Tax-Related Items (as defined below) that may have been deducted from such amount. For purposes of subparagraphs (i) through (v) below, “Company” shall mean Motorola Mobility Holdings, Inc. and/or any of its Affiliates.

(i) Confidential Information. During the course of Participant’s employment with the Company or any Affiliate and thereafter, Participant uses or discloses, except on behalf of the Company and pursuant to the Company’s directions, any Company Confidential Information (as defined in Section 22 below); and/or

(ii) Solicitation of Employees. During Participant’s employment and for a period of one year following the termination of Participant’s employment for any reason, Participant hires, recruits, solicits or induces, or causes, allows, permits or aids others to hire, recruit, solicit or induce, or to communicate in support of those activities, any employee of the Company who possesses Confidential Information of the Company to terminate his/her employment with the Company and/or to seek employment with Participant’s new or prospective employer, or any other company; and/or

(iii) Solicitation of Customers. During Participant’s employment and for a period of one year following the termination of Participant’s employment for any reason, Participant, directly or indirectly, on behalf of Participant or any other person, company or entity, solicits or participates in soliciting, products or services competitive with or similar to products or services offered by, manufactured by, designed by or distributed by the Company to any person, company or entity which was a customer or potential customer for such products or services and with which Participant had direct or indirect contact regarding those products or services or about which Participant learned Confidential Information at any time during the two years prior to Participant’s termination of employment with the Company; and/or

(iv) Non-Competition regarding Products or Services. During Participant’s employment and for a period of one year following the termination of Participant’s employment for any reason, Participant, directly or indirectly, in any capacity, provides products or services competitive with or similar to products or services offered by the Company to any person, company or entity which was a customer for such products or services and with which customer Participant had direct or indirect contact regarding those products or services or about which customer Participant learned Confidential Information at any time during the one year prior to Participant’s termination of employment with the Company; and/or

(v) Non-Competition regarding Activities. During Participant’s employment and for a period of one year following the termination of Participant’s employment for any reason, Participant engages in activities which are entirely or in part the same as or similar to activities in which Participant engaged at any time during the one year preceding termination of Participant’s employment with the Company, for any person, company or entity in connection with products, services or technological developments (existing or planned) that are entirely or in part the same as, similar to, or competitive with, any products, services or technological developments (existing or planned) on which Participant worked at any time during the one year preceding termination of Participant’s employment. This paragraph applies in countries in which Participant has physically been present performing work for the Company at any time during the one year preceding termination of Participant’s employment.

c. Recoupment Policy. If Participant is an officer subject to Section 16 of the Exchange Act the Units are subject to the terms and conditions of the Company’s Policy Regarding

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Recoupment of Incentive Payments upon Financial Restatement (such policy, as it may be amended from time to time, the “Recoupment Policy”). The Recoupment Policy provides for determinations by the Company’s independent directors that, as a result of, in whole or in part, intentional fraud or misconduct by Participant, the Company’s financial results were restated or materially misstated (a “Policy Restatement”). In the event of a Policy Restatement, the Company’s independent directors may require, among other things (a) cancellation of any of the Units that remain outstanding; and/or (b) reimbursement of any gains in respect of the Units, if and to the extent the conditions set forth in the Recoupment Policy apply. Any determinations made by the independent directors in accordance with the Recoupment Policy shall be binding upon Participant. The Recoupment Policy is in addition to any other remedies which may be otherwise available at law, in equity or under contract, to the Company.

d. Repayment/Forfeiture. Any benefits Participant may receive hereunder shall be subject to repayment or forfeiture as may be required to comply with the requirements of the U.S. Securities and Exchange Commission or any applicable law, including the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or any securities exchange on which the Shares are traded, as may be in effect from time to time.

3. Vesting. Subject to the remaining terms and conditions of this Award Agreement, and provided the Units have not been forfeited as described in Section 2 above, the Units will vest as follows:

a. Vesting Period. The Units will vest as follows in accordance with the following schedule (the applicable date, the “RSU Vesting Date”):

(i) <<To be determined at grant.>>

(ii) The period from the Date of Grant through the last RSU Vesting Date set forth above is referred to as the “Restriction Period”. Any unvested Units shall be automatically forfeited upon Participant’s termination of employment with the Company or an Affiliate prior to the applicable RSU Vesting Date for any reason other than those set forth in Sections 3(b) through (e) below. The Company will not be obligated to pay Participant any consideration whatsoever for forfeited Units.

(iii) If, during the Restriction Period, Participant takes a Leave of Absence (as defined in Section 22 below) from the Company or an Affiliate, the Units will continue to be subject to this Award Agreement. If the Restriction Period expires while Participant is on a Leave of Absence, Participant will be entitled to the Units even if Participant has not yet returned to active employment.

b. Change in Control. If a Change in Control of the Company occurs and the successor or survivor corporation (or parent or subsidiary thereof) does not convert, assume or replace this Award, then immediately prior to the Change in Control, the Units shall be fully vested; provided, further, that with respect to any Award that is converted, assumed or replaced, such converted, assumed or replaced awards shall provide that the Award shall be fully vested for any Participant who is involuntarily terminated (for a reason other than “Cause”) or quits for “Good Reason” within 24 months of the Change in Control. For purposes of this paragraph, the term “Change in Control” is defined in the Plan and the terms “Cause” and “Good Reason” are defined in Section 22 below.

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c. Disability. All unvested Units shall fully vest upon Participant’s termination of employment with the Company and its Affiliates due to Disability (as defined in the Plan).

d. Death. All unvested Units shall fully vest upon Participant’s termination of employment with the Company and its Affiliates due to death.

e. Certain Terminations of Employment. In the case of Termination due to a Divestiture (as defined in Section 22 below) and the Units are not assumed by Participant’s successor employer, or a parent or subsidiary thereof or replaced with an award at least comparable to these Units, or in the event of Participant’s Layoff (as defined in Section 22 below) before the expiration of the Restriction Period, and if the Units have not been forfeited as described in Section 2 above, then the Units shall vest on a pro rata basis in an amount equal to (a)(i) the total number of Units subject to this Award, multiplied by (ii) a fraction, the numerator of which is the number of completed full months of service by Participant from the Date of Grant to the employee’s date of termination and the denominator of which is the Restriction Period, minus (b) any Units that vested prior to such Termination. Any Units remaining unvested at the date of such Divestiture or Layoff shall be forfeited.

4. Delivery of Shares.

a. Upon the vesting of the applicable Units described in Section 3 above, the Company shall establish a brokerage account for Participant and credit to that account the number of Shares equal to the number of Units that have vested, less any Tax-Related Items (as defined in Section 8 below). Unless otherwise determined by the Committee, the Company shall not deliver to Participant certificates evidencing Shares issued in connection with the vested Units.

b. Subject to Section 26 the actions contemplated by subparagraph (a) above shall occur within 60 days following the date that the applicable Units vested.

5. Whole Shares. All Awards shall be paid in whole Shares; no fractional Shares shall be credited or delivered to Participant.

6. Adjustments. The Units shall be subject to adjustment as provided in Section 12.1 of the Plan.

7. Dividends. No dividends (or dividend equivalents) shall be paid with respect to Units credited to Participant’s account.

8. Responsibility for Taxes. Regardless of any action the Company or Participant’s Employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”), Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units, including, but not limited to, the grant, vesting or settlement of the Units, the issuance of Shares upon settlement of the Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units to reduce or eliminate Participant’s liability for Tax-Related Items or

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achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant tax withholding event, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant tax withholding event, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, if Participant is not subject to Section 16 of the Exchange Act, Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer; (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization); (iii) withholding in Shares to be issued upon settlement of the Units; or (iv) requiring Participant to pay, by cash or certified check, the amount necessary to satisfy Participant’s obligations with regard to Tax-Related Items. Notwithstanding the foregoing, if Participant is subject to Section 16 of the Exchange Act, such Participant may satisfy the obligations with regard to Tax-Related Items, in whole or in part, by either (i) electing to have the Company withhold in Shares to be issued upon settlement of the Units; or (ii) paying, by cash or certified check, the amount necessary to satisfy such Participant’s obligations with regard to Tax-Related Items.

In any case, to avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Participant’s participation in the Plan.

Finally, Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. the Company may refuse to issue or deliver the Shares or the proceeds of the sale of shares, if Participant fails to comply with Participant’s obligations in connection with the Tax-Related Items.

9. Stockholder Rights. Participant shall have no rights as a stockholder of the Company in respect of the Units, including the right to vote or to receive cash dividends and other distributions until delivery of the Shares in satisfaction of the Units in accordance with Section 4 above.

10. Funding. No assets or Shares shall be segregated or earmarked by the Company in respect of any Units awarded hereunder. The grant of Units hereunder shall not constitute a trust and shall be solely for the purpose of recording an unsecured contractual obligation of the Company.

11. Acknowledgement of Discretionary Nature of the Plan; No Vested Rights. By accepting the Units, Participant acknowledges, understands, and agrees that: (i) the Plan is established voluntarily by the Company, is discretionary in nature, and may be modified, amended, suspended or terminated by the Company at any time; (ii) the grant of the Units is voluntary and occasional and does not create any contractual or other right to receive future restricted stock units, or benefits in lieu of restricted stock units, even if Units have been granted repeatedly in the

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past; (iii) all decisions with respect to future awards, if any, will be at the sole discretion of the Company; (iv) Participant’s acceptance of the Units and participation under the Plan is voluntary; (v) Participant’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate Participant’s employment at any time; (vi) the grant of the Units and Participant’s participation in the Plan shall not be interpreted to form an employment contract or relationship with the Company or any Affiliate; and (vii) no claim or entitlement to compensation or damages shall arise from forfeiture of any portion of the Units resulting from termination of Participant’s employment by the Company or the Employer (for any reason whatsoever and regardless of whether in breach of local labor laws) and, in consideration of the grant of the Units, to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company or the Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim.

12. No Relation to Other Benefits/Termination Indemnities. Participant acknowledges that he or she has entered into employment with the Company or an Affiliate upon terms that did not include this Award or similar awards, that his or her decision to continue employment is not dependent on an expectation of this Award or similar awards, and that any amount received under this Award is considered an amount in addition to that which Participant expects to be paid for the performance of his or her services. Thus, the Units and the Shares subject to the Units are not part of normal or expected compensation or salary for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments, notwithstanding any provision of any compensation, insurance agreement or benefit plan to the contrary. Further, the Units and the Shares subject to the Units are not intended to replace any pension rights. In the event the Company is not the Employer, the Units and the Shares subject to the Units are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, which are outside the scope of Participant’s employment contract, if any and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliate.

13. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the Shares underlying the Units. Participant should note that the future value of the Shares underlying the Units is unknown. Participant is hereby advised to consult with Participant’s own personal tax, legal, and financial advisors regarding Participant’s participation in the Plan before taking any action related to the Plan.

14. Acknowledgements. With respect to the subject matter of subparagraphs 2(b) (i) through (v) and Sections 20 and 21 hereof, this Award Agreement is the entire agreement with the Company. No waiver of any breach of any provision of this Award Agreement by the Company shall be construed to be a waiver of any succeeding breach or as a modification of such provision. The provisions of this Award Agreement shall be severable and in the event that any provision of this Award Agreement shall be found by any court as specified in Section 21 below to be unenforceable, in whole or in part, the remainder of this Award Agreement shall nevertheless be enforceable and binding on the parties. Participant hereby agrees that the court may modify any

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invalid, overbroad or unenforceable term of this Award Agreement so that such term, as modified, is valid and enforceable under applicable law. Further, by accepting any Award under this Award Agreement, Participant affirmatively states that she or he has not, will not and cannot rely on any representations not expressly made herein.

15. The Company Assignment Rights. The Company shall have the right to assign this Award Agreement, which shall not affect the validity or enforceability of this Award Agreement. This Award Agreement shall inure to the benefit of assigns and successors of the Company.

16. Waiver. The failure of the Company to enforce at any time any provision of this Award Agreement shall in no way be construed to be a waiver of such provision or any other provision hereof.

17. Actions by the Committee. The Committee may delegate its authority to administer this Award Agreement. The actions and determinations of the Committee or its delegate shall be binding upon the parties.

18. Agreement Following Termination of Employment.

a. Participant agrees that upon termination of employment with the Company or an Affiliate, Participant will immediately inform the Company of: (i) the identity of any new employer (or the nature of any start-up business or self-employment); (ii) Participant’s new title; and (iii) Participant’s job duties and responsibilities.

b. Participant hereby authorizes the Company or an Affiliate to provide a copy of this Award Agreement to Participant’s new employer. Participant further agrees to provide information to the Company or an Affiliate as may from time to time be requested in order to determine his or her compliance with the terms hereof.

19. Consent to Transfer Personal Data. By accepting the Award, Participant voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data, in electronic or other form, as described in this Award Agreement. Participant is not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect Participant’s ability to participate in the Plan. The Company, its Affiliates and Participant’s Employer hold certain personal information about Participant, that may include Participant’s name, home address and telephone number, date of birth, social security number or other employee identification number, salary, salary grade, hire date, nationality, job title, any shares of stock held in the Company, or details of all restricted stock units or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the exclusive purpose of implementing, administering, and managing the Plan (“Data”). The Company and/or its Affiliates will transfer Data among themselves as necessary for the purpose of implementation, administration and management of Participant’s participation in the Plan, and the Company and/or any of its Affiliates may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States and the recipients’ country may have different data privacy laws and protections from Participant’s country. Participant authorizes the Data recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Participant’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on Participant’s behalf to a broker or other third party with whom Participant may elect to deposit any Shares acquired pursuant to the Plan.

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Participant may request a list with the names and addresses of any potential recipients of the Data by contacting Participant’s local human resources representative or the Company. Participant may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing, in any case without cost, by contacting Participant’s local human resources representative the Company; however, withdrawing Participant’s consent may affect Participant’s ability to participate in the Plan.

20. Remedies for Breach. Participant hereby acknowledges that the harm caused to the Company by the breach or anticipated breach of subparagraphs 2(b) (i), (ii), (iii), (iv) and/or (v) of this Award Agreement will be irreparable and further agrees the Company may obtain injunctive relief against Participant in addition to and cumulative with any other legal or equitable rights and remedies the Company may have pursuant to this Award Agreement, any other agreements between Participant and the Company for the protection of the Company’s Confidential Information or law, including the recovery of liquidated damages. Participant agrees that any interim or final equitable relief entered by a court of competent jurisdiction, as specified in Section 21 below, will, at the request of the Company, be entered on consent and enforced by any such court having jurisdiction over Participant. This relief would occur without prejudice to any rights either party may have to appeal from the proceedings that resulted in any grant of such relief.

21. Governing Law. All questions concerning the construction, validity and interpretation of this Award shall be governed by and construed according to the law of the State of Delaware without regard to any state’s conflicts of law principles. Any and all disputes relating to, concerning or arising from this Award Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the Award or this Award Agreement, shall be brought and heard exclusively in the United States District Court for the District of New Delaware or the Delaware Superior Court, New Castle County. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute; and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.

22. Definitions. Any capitalized terms used herein that are not otherwise defined below or elsewhere in this Award Agreement shall have the meaning provided under the Plan.

a. “Cause” means, with respect to any Participant, (i) Participant’s conviction of any criminal violation involving dishonesty, fraud or breach of trust or (ii) Participant’s willful engagement in gross misconduct in the performance of Participant’s duties that materially injures the Company or an Affiliate.

b. “Confidential Information” means information concerning the Company and its business that is not generally known outside the Company, and includes (a) trade secrets; (b) intellectual property; (c) the Company’s methods of operation and Company processes; (d) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (e) information on customers or potential customers, including customers’ names, sales records, prices, and other terms of sales and Company cost information; (f) Company personnel data; (g) Company business plans, marketing plans, financial data and projections; and (h) information received in confidence by the Company from third

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parties. Information regarding products, services or technological innovations in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company or one of its Affiliates is considering for broader use, shall be deemed not generally known until such broader use is actually commercially implemented.

c. “Good Reason means, with respect to any Participant, without such Participant’s written consent, the Participant’s (i) material demotion or material diminution of duties, responsibilities and authority; (ii) material reduction in base salary or annual incentive opportunities as in effect during the 90 day period immediately prior to the Change in Control, or as the same may be increased from time to time (except for reductions in annual incentive opportunities due to individual performance adjustments); (iii) assignment to a position requiring relocation of more than fifty miles from the location of the Participant’s employment immediately prior to the Change in Control; or (iv) termination of employment by the Company or an Affiliate other than pursuant to a notice of termination which indicates the Participant’s employment has been terminated for “Cause” and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Participant’s employment.

d. “Layoff” means a layoff or redundancy in the context of a reduction in force or restructuring that is communicated as being for a period of indefinite duration and exceeding twelve months.

e. “Leave of Absence” means an approved leave of absence from the Company or an Affiliate from which the employee has a right to return to work, as determined by the Company.

f. “Serious Misconduct” for purposes of this Award Agreement means any misconduct identified as a ground for termination in the Company’s Code of Business Conduct, or the human resources policies, or other written policies or procedures.

g. “Termination due to a Divestiture” for purposes of this Award Agreement means if Participant accepts employment with another company in direct connection with the sale, lease, outsourcing arrangement or any other type of asset transfer or transfer of any portion of a facility or any portion of a discrete organizational unit of the Company or an Affiliate, or if Participant remains employed by an Affiliate that is sold or whose shares are distributed to the Company stockholders in a spin-off or similar transaction (a “Divestiture”).

23. Language. If Participant receives this Award Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version differs from the English version, the English version shall control.

24. Appendix. Notwithstanding any provisions in this Award Agreement, the Units shall be subject to any special terms and conditions for Participant’s State and/or country set forth in the Appendix. Moreover, if Participant relocates to a State and/or country included in the Appendix, the special terms and conditions for such State or country shall apply to Participant, to the extent that the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Appendix constitutes part of this Agreement.

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25. Imposition of Other Requirements. The Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

26. 409A Compliance Applicable Only to Participants Subject to U.S. Tax. Notwithstanding any provision in this Award Agreement to the contrary, if Participant is a “specified employee” (certain officers of the Company within the meaning of Treasury Regulation Section 1.409A-1(i) and using the identification methodology selected by the Company from time to time) on the date of Participant’s termination of employment, any payment which would be considered “nonqualified deferred compensation” within the meaning of Code Section 409A that Participant is entitled to receive upon termination of employment and which otherwise would be paid or delivered during the six month period immediately following the date of Participant’s termination of employment will instead be paid or delivered on the earlier of (i) the first day of the seventh month following the date of Participant’s termination of employment and (ii) death. For purposes of determining the time of payment or delivery of any payment Participant is entitled to receive upon termination of employment, the determination of whether Participant has experienced a termination of employment will be determined by the Company in a manner consistent with the definition of “separation from service” under the default rules of Section 409A of the Code.

27. Acceptance of Terms and Conditions. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means and shall notify Participant of the grant of this Award by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. Further, by electronically accepting this Award within 30 days after the date of the electronic mail notification by the Company to Participant of the grant of this Award (“Email Notification Date”), Participant agrees to be bound by the foregoing terms and conditions, the Plan, and any and all rules and regulations established by the Company in connection with awards issued under the Plan. If Participant does not electronically accept this Award within 30 days of the Email Notification Date, Participant will not be entitled to the Units. In the Company’s sole discretion, Participant may also be required to accept the Award in writing and to return notice of acceptance to the Company in the form prescribed by the Company within 30 days of the date that Participant is first notified of the grant of this Award.

28. Plan Documents. You can find other information about the Units, the Plan and the Prospectus for the Plan on the Company’s website at http://my.mot-mobility.com/go/EquityAwards. If you do not have access to the website, please send your request to Equity Administration at, 6450 Sequence Drive, San Diego, CA 92121 or email: EQUITYADMIN@Motorola.com.) to request Plan documents.

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APPENDIX

MOTOROLA MOBILITY HOLDINGS, INC.

2011 INCENTIVE COMPENSATION PLAN

RESTRICTED STOCK UNIT GLOBAL AWARD AGREEMENT

The additional terms and conditions set forth below are specifically incorporated into the Restricted Stock Unit Award Agreement (together, the Agreement and this Appendix are referred to herein as the “Award Agreement”). These terms and conditions govern the Award granted to Participant under the Plan if Participant is employed in or, if applicable, is a taxpayer in one of the States or countries listed below. Capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan and/or the Restricted Stock Unit Award Agreement.

Due to the complexities of legal, regulatory and tax issues, Participant is advised to seek appropriate professional advice as to how the relevant laws in Participant’s State and/or country may apply to Participant’s individual situation. Further, if Participant is a citizen of a country or resident of a country or State other than that in which Participant is currently working, transfers employment to another State or country after the Award is granted, or is considered a citizen of another country or resident of another country or State for local law purposes, the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall be applicable to Participant.

CALIFORNIA, U.S.

Restrictions. Only to the extent required by applicable law, the provisions of subparagraph 2(b) (iii), (iv) and (v) of the Award Agreement shall not apply. Further, to the extent necessary under applicable law, subparagraph 2(b) (ii) is amended to read in full as follows:

Solicitation of Employees. During Participant’s employment and for a period of one year following the termination of Participant’s employment for any reason, Participant recruits, solicits or induces, causes, or aids others to recruit, solicit or induce, or to communicate in support of those activities, any employee of the Company who possesses Confidential Information of the Company to terminate his/her employment with the Company and/or to seek employment with Participant’s new or prospective employer, or any other company.

ARGENTINA

There are no country-specific provisions.

AUSTRALIA

Australian Addendum. Participant understands and agrees that the Units are offered subject to and in accordance with the terms of the Plan and the Australian Addendum to the Plan. Participant further agrees to be bound by the terms of the Plan as supplemented for implementation in Australia by the Australian Addendum and the terms of the Units, as set forth in the Award Agreement.

AUSTRIA

There are no country-specific provisions.

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BELGIUM

There are no country-specific provisions.

BRAZIL

There are no country-specific provisions.

CANADA

Form of Settlement. The Units granted to Participants resident in Canada shall be paid in Shares only. In no event shall any of such Units be paid in cash, notwithstanding any discretion contained in the Plan to the contrary.

The following terms and conditions are applicable to residents of Quebec:

Data Privacy Notice and Consent. This provision supplements Section 19 of the Award Agreement:

Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. Participant further authorizes the Company, its Affiliates and the plan administrator to disclose and discuss the Plan with their respective advisors. Participant further authorizes the Company and its Affiliates to record such information and to keep such information in Participant’s employee file.

CHILE

There are no country-specific provisions.

CHINA

The following terms and conditions are applicable to nationals of the People’s Republic of China (“PRC”) residing in mainland China:

Exchange Control Restrictions. As a condition to the grant of the Award, Participant agrees to repatriate all payments attributable to the Units acquired under the Plan, including any cash dividends paid on Shares issued upon vesting of the Units or proceeds from the sale of Shares acquired upon vesting of the Units, in accordance with Participant’s local foreign exchange rules and regulations. Participant understands that such repatriation will need to be effected through a special exchange control account established by the Company or one of its Affiliates in China. Further, Participant understands and agrees that, unless otherwise provided by the Company, the repatriated proceeds will be delivered to Participant in U.S. dollars and Participant will be required to set up a U.S. dollar bank account in China in order to receive such proceeds. In addition, Participant agrees to take any and all actions, and consents to any and all actions taken by the Company and its Affiliates, as may be required to allow the Company and its Affiliates to comply with local foreign exchange rules and regulations.

In the event that the cash proceeds from Participant’s participation in the Plan are converted to local currency, Participant acknowledges that the Company (including its Affiliates) is under no obligation to secure any particular currency conversion rate and may face delays in converting the proceeds to local currency due to exchange control restrictions in the PRC. Participant agrees to bear the risk of any fluctuation in the U.S. dollar/local currency exchange rate between the date U.S. dollar proceeds are realized under the Plan and the date that Participant receives the cash proceeds converted to local currency.

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Restrictions on Shares. As a condition to the grant of the Award, Participant agrees that Participant will not be permitted to transfer any Shares that Participant acquires under the Plan from Participant’s account with the brokerage firm designated by the Company (the “Broker”) until the Shares are sold through the Broker.

Sale Restriction. As a condition to the grant of the Award, Participant acknowledges that, due to regulatory requirements, the Company may, in its discretion, require the sale of any Shares acquired under the Plan within a specified period following the termination of Participant’s employment with the Company and/or any of its Affiliates. Therefore, by accepting the Award, Participant authorizes the Company, in its sole discretion, to instruct the Broker to assist with the sale of any Shares that Participant acquires under the Plan (on Participant’s behalf pursuant to this authorization) and Participant expressly authorizes the Broker to complete any required sale of such Shares. In the event that Shares are sold pursuant to the preceding provision, Participant acknowledges that the Broker is under no obligation to arrange for the sale of the Shares at any particular price.

COLOMBIA

There are no country-specific provisions.

CZECH REPUBLIC

There are no country-specific provisions.

ECUADOR

There are no country-specific provisions.

FRANCE

There are no country-specific provisions.

GERMANY

There are no country-specific provisions.

GREECE

There are no country-specific provisions.

HONG KONG

Securities Law Notice. The Units and Shares issued at vesting do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company and its Affiliates. The Award Agreement, including this Appendix, the Plan and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong, nor have the documents been reviewed by any regulatory authority in Hong Kong. The Units are intended only for the personal use of each eligible employee of the Employer, the Company or any Affiliate, and may not be distributed to any other person. If Participant is in any doubt about any of the contents of the Award Agreement, including this Appendix, or the Plan, Participant is advised to obtain independent professional advice.

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Form of Settlement. The Units granted to Participants resident in Hong Kong shall be paid in Shares only. In no event shall any of such Units be paid in cash, notwithstanding any discretion contained in the Plan to the contrary.

Settlement of Units and Sale of Shares. This provision supplements Section 3 of the Award Agreement:

In the event Participant’s Units vest and Shares are issued to Participant within six months of the Date of Grant, Participant agrees that Participant will not dispose of any Shares acquired prior to the six-month anniversary of the Date of Grant

INDIA

There are no country-specific provisions.

INDONESIA

There are no country-specific provisions.

ISRAEL

Trust Arrangement. Participant understands and agrees that the Units are offered subject to and in accordance with the terms of the Plan and the Israeli Sub-Plan to the 2011 Incentive Compensation Plan. The Shares issued upon vesting of the Units shall be delivered to and controlled by a trustee appointed by the Company or its Affiliate in Israel (the “Trustee”) for Participant’s benefit for at least such period of time as required by Section 102 of the Israeli Income Tax Ordinance [New Version] 1961 as now in effect or as hereafter amended (the “Ordinance”) or by the Israeli Tax Authority (the “Lock-Up Period”). In the event that bonus Units or dividends in the form of additional Shares are issued with respect to the Shares held with the Trustee, or as a result of an adjustment made pursuant to the Plan, such Units or Shares shall be controlled by the Trustee for the benefit of Participant and the provisions of Section 102 of the Ordinance and the Income Tax (Tax Abatement on the Grant of Shares to Employees) Regulations 2003 shall apply to such Units or Shares for all purposes. Participant shall be able, at any time, to request the sale of the Shares or the release of the Shares from the Trustee, subject to the terms of the Plan, this Award Agreement and any applicable law. Without derogating from the aforementioned, if the Shares are released by the Trustee during the Lock-Up Period, the sanctions under Section 102 of the Ordinance shall apply to and be borne by Participant. The Shares shall not be sold or released from the control of the Trustee unless the Company, the Employer and the Trustee are satisfied that the full amount of Tax-Related Items due have been paid or will be paid in relation thereto.

Security Law Notice. An exemption from filing a prospectus in relation to the Plan has been granted to the Company by the Israeli Securities Authority. Copies of the Plan and the Form S-8 registration statement for the Plan filed with the U.S. Securities and Exchange Commission are available at your local human resources department.

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ITALY

Data Privacy Notice and Consent. This provision replaces Section 19 of the Award Agreement:

Participant understands that the Employer, the Company and any Affiliate may hold certain personal information about Participant, including, without limitation, Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any directorships held in the Company or any Affiliate, any Shares owned, details of all Units or any other entitlement to Shares awarded, canceled, exercised, vested, unvested, or outstanding in Participant’s favor, for the purpose of implementing, managing, and administering the Plan (the “Data”) and in compliance with applicable laws and regulations.

Participant also understands that providing the Company with the Data is necessary for the performance of this Award Agreement and that Participant’s refusal to provide the Data would make it impossible for the Company to perform its contractual obligations and may affect Participant’s ability to participate in the Plan. The Controller of personal data processing is Motorola Mobility Holdings, Inc., with registered offices at 600 North US Highway 45, Libertyville, Illinois 60048, United States of America, and, pursuant to Legislative Decree no. 196/2003, its representative in Italy is Motorola Mobility Italia S.r.l. with registered offices atVia Muzio Attendolo Detto Sforza, 13, Milan, Italy.

Participant understands that the Data will not be publicized, but it may be transferred to the plan administrator or any other financial institution or broker involved in the management and administration of the Plan. Participant further understands that the Company and/or any Affiliate will transfer the Data amongst themselves as necessary for the purpose of implementing, administering, and managing Participant’s participation in the Plan, and that the Company and/or any Affiliate may each further transfer the Data to third parties assisting the Company in the implementation, administration, and management of the Plan, including any requisite transfer to a broker or other third party with whom Participant may elect to deposit any Shares purchased under the Plan. Such recipients may receive, possess, use, retain, and transfer the Data in electronic or other form, for the purposes of implementing, administering and managing Participant’s participation in the Plan. Participant understands that these recipients may be located in or outside the European Economic Area, and may be located in the United States or elsewhere and in locations that might not provide the same level of protection as intended under Italian data privacy laws. Should the Company exercise its discretion in suspending all necessary legal obligations connected with the management and administration of the Plan, it will delete the Data as soon as it has accomplished all the necessary legal obligations connected with the management and administration of the Plan.

Participant understands that the processing of the Data in connection with the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which the Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations, including without limitation Legislative Decree no. 196/2003.

The processing activity, including communication of the Data or transfer of the Data abroad (including outside of the European Economic Area), as herein specified and pursuant to applicable laws and regulations, does not require Participant’s consent thereto, as the processing is necessary to performance of contractual obligations related to implementation, administration and management of the Plan. Participant understands that, pursuant to Section 7 of the Legislative Decree no. 196/2003, Participant has the right to access, delete, update, correct, or stop, for legitimate reason, the processing of the Data. Furthermore, Participant is aware that the Data will not be used for direct marketing purposes. In addition, the Data provided can be reviewed and questions or complaints can be addressed by contacting Participant’s local human resources representative.

Plan Document Acknowledgment. In accepting the grant of the Award, Participant acknowledges that Participant has received a copy of the Plan and the Award Agreement, including this Appendix and has reviewed the Plan and the Award Agreement (including this Appendix) in their entirety and fully understands and accept all provisions of the Plan and the Award Agreement (including this Appendix).

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Participant further acknowledges that he or she has read and specifically and expressly approves the following sections of the Award Agreement: Section 2 regarding “Restrictions;” Section 3 regarding “Vesting;” Section 8 regarding “Responsibility for Taxes;” Section 11 regarding the “Acknowledgement of Discretionary Nature of Plan; No Vested Rights;” Section 12 regarding the “No Relation to Other Benefits/Termination Indemnities;” Section 18 regarding “Agreement Following Termination of Employment;” Section 21 regarding “Governing Law;” Section 23 regarding “Language;” and the Data Privacy Notice and Consent provision included in this Appendix.

JAPAN

There are no country-specific provisions.

MEXICO

Labor Law Acknowledgment. This provision supplements Sections 12 and 13 of the Award Agreement:

By accepting the grant of the Award, Participant acknowledges that he or she understands and agrees that: (a) the Units are not related to the salary and other contractual benefits provided to Participant by the Employer; and (b) any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of Participant’s employment.

Policy Statement. The invitation the Company is making under the Plan is unilateral and discretionary and, therefore, the Company reserves the absolute right to amend it and discontinue it at any time without any liability to Participant.

The Company, with registered offices at 600 North US Highway 45, Libertyville, Illinois 60048, United States of America, is solely responsible for the administration of the Plan and participation in the Plan or the acquisition of Shares does not, in any way, establish an employment relationship between Participant and the Company since Participant is participating in the Plan on a wholly commercial basis and the sole employer is Motorola Mobility de Mexico, S.A. de C.V., nor does it establish any rights between Participant and the Employer.

Plan Document Acknowledgment. By accepting the grant of the Award, Participant acknowledges he or she has received a copy of the Plan, has reviewed the Plan and the Award Agreement in their entirety and fully understands and accepts all provisions of the Plan and the Award Agreement.

Participant further acknowledges that having read and specifically and expressly approved the terms and conditions in the Section 11 of the Award Agreement, in which the following is clearly described and established: (a) participation in the Plan does not constitute an acquired right; (b) the Plan and participation in the Plan is offered by the Company on a wholly discretionary basis; (c) participation in the Plan is voluntary; and (d) the Company and its Affiliates are not responsible for any decrease in the value of the Shares underlying the Units.

Finally, Participant does not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of participation in the Plan and Participant therefore grants a full and broad release to the Employer and the Company (including its Affiliates) with respect to any claim that may arise under the Plan.

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Spanish Translation

Reconocimiento de la Ley Laboral. Estas disposiciones complementan los apartados 12 y 13 del Convenio de Premio:

Al aceptar el otorgamiento del Premio, el Participante reconoce y acepta que: (a) las Unidades no se encuentran relacionadas con su salario ni con otras prestaciones contractuales concedidas por parte del patrón; y (b) cualquier modificación del Plan o su terminación no constituye un cambio o impedimento de los términos y condiciones del empleo del participante.

Declaración de la Política. La invitación que hace la Compañía bajo el Plan es unilateral y discrecional, por lo que la Compañía se reserva el derecho absoluto de modificar e interrumpir el mismo en cualquier tiempo, sin ninguna responsabilidad para el Participante.

La Compañía, con oficinas ubicadas en 600 North US Highway 45, Libertyville, Illinois 60048, United States of America, es la única responsable de la administración y participación en el Plan, así como de la adquisición de acciones, por lo que de ninguna manera podrá establecerse una relación de trabajo entre el Participante y la Compañía, ya que el Participante participa únicamente en de forma comercial y su único patrón lo es Motorola Mobility de Mexico, S.A. de C.V.; la participación en el Plan tampoco genera ningún derecho entre el Participante y el Patrón.

Reconocimiento del Plan de Documentos. Al aceptar el otorgamiento del Premio, el Participante reconoce que ha recibido una copia del Plan, que lo ha revisado junto con el Convenio de Premio, y que ha entendido y aceptado completamente las disposiciones contenidas en el Pan y en el Convenio de Premio.

Adicionalmente, al firmar el presente documento, reconoce que ha leído y aprobado de manera expresa y específica los términos y condiciones contenidos en el apartado 11 del Convenio de Premio, el cual claramente establece y describe: (a) que la participación en el Plan no constituye un derecho adquirido; (b)que el Plan y la participación en el mismo es ofrecida por la Compañía en forma totalmente discrecional; (c) la participación en el Plan es voluntaria; y (d) que la Compañía, así como sus Subsidiarias y Afiliadas no son responsables por cualquier detrimento en el valor de las acciones que integran las Unidades.

Finalmente, el Participante acepta no reservarse ninguna acción o derecho para interponer una demanda en contra de la Compañía por compensación, daño o perjuicio alguno como resultado de su participación en el Plan y en consecuencia, otorga a su patrón el más amplio y completo finiquito que en derecho proceda, así como a la Compañía, a sus Subsidiarias y Afiliadas, respecto a cualquier demanda que pudiera originarse derivada del Plan.

NETHERLANDS

There are no country-specific provisions.

NEW ZEALAND

There are no country-specific provisions.

PERU

There are no country-specific provisions.

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POLAND

There are no country-specific provisions.

PORTUGAL

There are no country-specific provisions.

PUERTO RICO

There are no country-specific provisions.

RUSSIA

Acceptance Procedures for Participants in Russia. Notwithstanding anything to the contrary in the foregoing Award Agreement, the grant of Units under the Plan will not become effective and will not become a binding obligation on the Company until Participant signs this document and returns it to the Company contact identified below on or before 30 days from the Date of Grant:

Katherine Blanque

Motorola Mobility France SAS

BP 94764

31047, Toulouse Cedex 1

France

If Participant does not sign this document and return it within the prescribed deadline, Participant’s Units will not become effective and Participant will be unable to acquire Shares in accordance with the terms and conditions of the Award Agreement.

Employee Signature

Printed Employee Name

Employee Commerce ID Number

Date

On behalf of Motorola Mobility Holdings, Inc.

Printed Name

Date Received

Country of Receipt

If Participant acquires Shares upon vesting of the Units, any such Shares to be issued to Participant shall be delivered to Participant through a bank or brokerage account in the United States. Participant is not permitted to sell the Shares directly to other Russian legal entities or individuals.

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SINGAPORE

Director Notification Obligation. If Participant is a director, associate director or shadow director of the Company’s Singapore Affiliate, Participant is subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Company’s Singapore Affiliate in writing when Participant receives an interest (e.g., an Award or Shares) in the Company or any Affiliate. In addition, Participant must notify the Company’s Singapore Affiliate when Participant sells Shares or shares of any Affiliate (including when Participant sells Shares issued upon vesting and settlement of the Award). These notifications must be made within two days of acquiring or disposing of any interest in the Company or any Affiliate. In addition, a notification of Participant’s interests in the Company or any Affiliate must be made within two days of Participant becoming a director.

SOUTH AFRICA

Responsibility for Taxes. This provision supplements Section 8 of the Award Agreement:

By accepting the grant of the Award, Participant agrees that, immediately upon vesting and settlement of the Units, Participant will notify the Employer of the amount of any gain realized. If Participant fails to advise the Employer of the gain realized upon vesting and settlement, Participant may be liable for a fine. Participant will be solely responsible for paying any difference between the actual tax liability and the amount withheld by the Employer.

SOUTH KOREA

There are no country-specific provisions.

SPAIN

No Special Employment or Similar Rights. This provision supplements Sections 11 and 12 of the Award Agreement:

By accepting the grant of the Award, Participant consents to participation in the Plan and acknowledges that he or she has received a copy of the Plan. Participant understands that the Company has unilaterally, gratuitously, and discretionarily decided to grant Units under the Plan to individuals who may be employees of the Company or its Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or any Affiliate, other than to the extent set forth in the Award Agreement. Consequently, Participant understands that the Units are granted on the assumption and condition that the Units and any Shares acquired upon vesting of the Units are not a part of any employment contract (either with the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation), or any other right whatsoever. Further, Participant understands that, other than as may be expressly set forth under the Award Agreement, Participant will not be entitled to continue vesting in any Units once Participant’s employment with the Company or any of its Affiliates ceases. In addition, Participant understands that this Award would not be granted but for the assumptions and conditions referred to above; thus, Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of or right to the Units shall be null and void.

The Award is a conditional right to Shares and may be forfeited or affected by Participant’s termination of employment, as set forth in the Award Agreement. If Participant’s employment or service with the

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Company or an Affiliate terminates for any reason other than those reasons expressly set forth in Sections 3(a) through (e) of the Award Agreement, including, without limitation, where (a) Participant is deemed to have been unfairly dismissed without good cause; (b) Participant terminates employment or service due to a change of work location, duties or any other employment or contractual condition; or (c) Participant terminates employment or service due to the Company’s or any of its Affiliates’ unilateral breach of contract, Participant’s unvested Units shall be automatically forfeited upon termination of Participant’s employment or service. The Company will not be obligated to pay Participant any consideration whatsoever for such forfeited Units.

SWEDEN

There are no country-specific provisions.

SWITZERLAND

There are no country-specific provisions.

TURKEY

There are no country-specific provisions.

UNITED ARAB EMIRATES

There are no country-specific provisions.

UNITED KINGDOM

Tax Withholding. This provision supplements Section 8 of the Award Agreement:

If payment or withholding of income taxes is not made within ninety (90) days of the event giving rise to the income tax liability or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by Participant to the Employer, effective as of the Due Date. Participant agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs (“HMRC”), it shall be immediately due and repayable, and the Company or the Employer may recover it at any time by any of the means set forth in Section 8 of the Award Agreement. Notwithstanding the foregoing, if Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), Participant shall not be eligible for a loan from the Company to cover the income tax. In the event Participant is a director or executive officer of the Company and the income tax is not collected from or paid by Participant by the Due Date, the amount of any uncollected income tax will constitute a benefit to Participant on which additional income tax and national insurance contributions (“NICs”) will be payable. Participant will be responsible for reporting and paying any income tax and NICs due on this additional benefit directly to HMRC under the self-assessment regime.

UNITED STATES

There are no country-specific provisions.

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VENEZUELA

Investment Representation. As a condition of the grant of the Units, Participant acknowledges and agrees that any Shares Participant may acquire upon vesting of the Units are acquired as and intended to be an investment rather than for the resale of the Shares and conversion of Shares into foreign currency.

Exchange Control Acknowledgment. Participant acknowledges that, to ensure compliance with the applicable exchange control regulations in Venezuela, Participant is hereby advised to consult a personal advisor prior to selling any Shares acquired upon vesting of the Units or repatriating any proceeds of the sale of Shares to Venezuela, as such regulations are subject to frequent change and there may be restrictions with respect to such transactions as a result of amendments to the exchange control laws in 2010. Participant is solely responsible for ensuring compliance with all exchange control laws in Venezuela.

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EX-10.14

Exhibit 10.14

RSU Agreement – Grants

Non-Employee Directors

MOTOROLA MOBILITY HOLDINGS, INC.

2011 INCENTIVE COMPENSATION PLAN

NON-EMPLOYEE DIRECTOR

RESTRICTED STOCK UNIT AWARD AGREEMENT

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”).

WHEREAS, Director is receiving the Award under the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan (the “Plan”); and

WHEREAS, the Award is being made by the Board of Directors of the Company (the “Board”);

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the Company hereby awards restricted stock units to Director on the following terms and conditions:

1. Award of Restricted Stock Units. The Company hereby grants to Director a total of «Txt_Nbr_of_Shares» («Whole_Nbr_of_Shares») restricted stock units (the “Units”). Each Unit represents a right to receive one share of Common Stock (a “Share”) on the applicable RSU Settlement Date, subject to the terms and conditions set forth in this Award Agreement (the “Award Agreement”), and subject to adjustment as provided in the Plan. The Units are granted pursuant to the Plan and are subject to all of the terms and conditions of the Plan. Any term capitalized but not defined in this Award Agreement shall have the meaning set forth in the Plan.

2. Transferability. Unless otherwise provided by the Board, prior to the RSU Settlement Date, Director may not directly or indirectly, by operation of law or otherwise, voluntarily or involuntarily, sell, assign, pledge, encumber, charge or otherwise transfer any of the Units.

3. Vesting. Subject to the remaining terms and conditions of this Award Agreement, the Units will vest as follows:

(a) Vesting Period. The Units will vest as follows in accordance with the following schedule (the applicable date, the “RSU Vesting Date”):

(i) <<Subject to the terms of this Award Agreement, one hundred percent (100%) of the total number of Units granted pursuant to this Award shall vest on the first anniversary of the Date of Grant.>>

(ii) Any unvested Units shall be automatically forfeited upon Director’s termination of service with the Board prior to the RSU Vesting Date for any reason other than those set forth in Sections 3(c) and (d) below. The Company will not be obligated to pay Director any consideration whatsoever for forfeited Units.

(b) Change in Control. All unvested Units shall fully vest upon the occurrence of a Change in Control (as defined in the Plan).

(c) Disability. All unvested Units shall fully vest upon Director’s termination of service with the Board due to disability, as determined by the Board.

(d) Death. All unvested Units shall fully vest upon Director’s termination of service with the Board due to death.

4. Delivery of Shares.

(a) Unless Director has made an election to defer delivery of the Shares subject to the Units pursuant to the terms and conditions established by the Company, upon the vesting of the applicable Units described in Section 3 above, the Company shall establish a brokerage account for Director and credit to that account the number of Shares equal to the number of Units that have vested. Unless otherwise determined by the Board, the Company shall not deliver to Director certificates evidencing Shares issued in connection with the vested Units.

(b) The actions contemplated in Section 4(a) above shall occur within 60 days following the date that the applicable Units vested, unless Director has made an election to defer delivery of the Shares subject to the Units following the RSU Vesting Date pursuant to the terms and conditions established by the Company, in which case the Shares shall be delivered at the time and in accordance with the provisions of the deferral election (the “RSU Settlement Date”).

5. Whole Shares. All Awards shall be paid in whole Shares; no fractional Shares shall be credited or delivered to Director.

6. Adjustments. The Units shall be subject to adjustment as provided in Section 12.1 of the Plan.

7. Dividend Equivalents. Upon the Company’s payment of a dividend with respect to its Common Stock, the number of Units credited to Director shall be increased by the number obtained by dividing (a) the amount of the dividend payment Director would have received had Director owned a number of Shares of Common Stock equal to the number of Units then credited to his or her account by (b) the closing price of the Common Stock on the day before the date of the dividend payment, as reported by the New York Stock Exchange on the stock exchange composite tape for the Common Stock. In the event a dividend is paid in shares of stock of another company or in other property, the Company will pay the Director a cash amount equivalent in value to such shares of stock or property, with such payment to be made within 60 days after the payment date of the applicable dividend.

8. Responsibility for Taxes. Director is advised to review with his or her own tax advisors the Federal, state, local and, if applicable, non-U.S. tax consequences of the transactions contemplated by this Award. Director is relying solely on such advisors and is not relying in any part on any statement or representation of the Company or any of its agents. Neither the Company nor any Affiliate shall be responsible for withholding any income tax, social security, unemployment, disability insurance or other tax obligations that become legally due by Director in connection with any aspect of this Award, including the award of the Units, vesting or settlement of the Units, or sale of the underlying Shares (“Tax-Related Items”). Director is solely responsible for timely reporting all income derived from the Units on Director’s personal tax return and paying all Tax-Related Items, and shall indemnify the Company or any Affiliate and hold it harmless from and against all claims, damages, losses and expenses, including reasonable fees and expenses of attorneys, relating to any obligation imposed by law on the Company or any Affiliate to pay any Tax-Related Items. Notwithstanding the foregoing, in the event that the Company or any Affiliate has any obligation to withhold Tax-Related Items under any applicable law, you authorize the Company and/or an Affiliate, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related items by one or a combination of the

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following: (a) withholding from any cash compensation paid to you by the Company; or (b) withholding from proceeds of the sale of Shares delivered upon settlement of the Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization). Director further acknowledges that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including, but not limited to, the grant, vesting or settlement of the Units, the issuance of Shares upon settlement of the Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or any dividend equivalents; and (ii) does not commit to and is under no obligation to structure the terms of the Award or any aspect of the Units to reduce or eliminate Director’s liability for Tax-Related Items or achieve any particular tax result.

9. Stockholder Rights. Director shall have no rights as a stockholder of the Company in respect of the Units, including the right to vote or to receive cash dividends and other distributions until delivery of the Shares in satisfaction of the Units in accordance with Section 4 above.

10. Funding. No assets or Shares shall be segregated or earmarked by the Company in respect of any Units awarded hereunder. The grant of Units hereunder shall not constitute a trust and shall be solely for the purpose of recording an unsecured contractual obligation of the Company.

11. Acknowledgements. With respect to the subject matter of Section 15 hereof, this Award Agreement is the entire agreement with the Company. No waiver of any breach of any provision of this Award Agreement by the Company shall be construed to be a waiver of any succeeding breach or as a modification of such provision. The provisions of this Award Agreement shall be severable and in the event that any provision of this Award Agreement shall be found by any court as specified in Section 15 below to be unenforceable, in whole or in part, the remainder of this Award Agreement shall nevertheless be enforceable and binding on the parties. Director hereby agrees that the court may modify any invalid, overbroad or unenforceable term of this Award Agreement so that such term, as modified, is valid and enforceable under applicable law. Further, by accepting any Award under this Award Agreement, Director affirmatively states that she or he has not, will not and cannot rely on any representations not expressly made herein.

12. The Company Assignment Rights. The Company shall have the right to assign this Award Agreement, which shall not affect the validity or enforceability of this Award Agreement. This Award Agreement shall inure to the benefit of assigns and successors of the Company.

13. Waiver. The failure of the Company to enforce at any time any provision of this Award Agreement shall in no way be construed to be a waiver of such provision or any other provision hereof.

14. Consent to Transfer Personal Data. By accepting the Award, Director voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data, in electronic or other form, as described in this Award Agreement. Director is not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect Director’s ability to participate in the Plan. The Company and its Affiliates hold certain personal information about Director, that may include Director’s name, home address and telephone number, date of birth, social security number or other tax identification number, nationality, any shares of stock held in the Company, or details of all restricted stock units or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the exclusive purpose of implementing, administering, and managing the Plan (“Data”). The Company and/or its Affiliates will transfer Data among themselves as necessary for the purpose of implementation, administration and management of Director’s

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participation in the Plan, and the Company and/or any of its Affiliates may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States and the recipients’ country may have different data privacy laws and protections from Director’s country. Director authorizes the Data recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Director’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on Director’s behalf to a broker or other third party with whom Director may elect to deposit any Shares acquired pursuant to the Plan. Director may request a list with the names and addresses of any potential recipients of the Data by contacting the Company. Director may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing, in any case without cost, by contacting the Company; however, withdrawing Director’s consent may affect Director’s ability to participate in the Plan.

15. Governing Law. All questions concerning the construction, validity and interpretation of this Award shall be governed by and construed according to the law of the State of Delaware without regard to any state’s conflicts of law principles. Any and all disputes relating to, concerning or arising from this Award Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the Award or this Award Agreement, shall be brought and heard exclusively in the United States District Court for the District of Delaware or the Delaware Superior Court, New Castle County. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute; and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.

16. Imposition of Other Requirements. The Company reserves the right to impose other requirements on Director’s participation in the Plan, on the Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with applicable law or facilitate the administration of the Plan, and to require Director to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

17. 409A Compliance Applicable Only to Directors Subject to U.S. Tax. The terms of this Award are intended to comply with Section 409A of the Code, and the provisions of this Award Agreement will be interpreted, operated, and administered in a manner consistent with these intentions. Anything to the contrary in the Plan or this Award Agreement requiring the consent of Director notwithstanding, the Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Award Agreement to ensure that the Units comply with Section 409A of the Code; provided, however, that the Company makes no representations that the Units will be exempt from or comply with Section 409A of the Code, and makes no undertaking to preclude Section 409A of the Code from applying to these Units, and the Company will have no liability to Director or any other party if the issuance of Shares or other payment under this Award Agreement that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Board with respect thereto

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18. Acceptance of Terms and Conditions. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means and shall notify Director of the grant of this Award by electronic means. Director hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. Further, by electronically accepting this Award in such manner as required by the Company, Director agrees to be bound by the foregoing terms and conditions, the Plan, and any and all rules and regulations established by the Company in connection with awards issued under the Plan. In the Company’s sole discretion, Director may also be required to accept the Award in writing and to return notice of acceptance to the Company in the form prescribed by the Company.

19. Plan Documents. The Plan and the Prospectus for the Plan are available at the Secretary’s Office in the Company’s law department.

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EX-10.15

EXHIBIT 10.15

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 Options

Participant:		Date of Expiration:
Commerce ID#:		Number of Options:
Date of Grant:		Exercise Price:
Type:	U.S. Non-qualified stock option

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.

Vesting Schedule

Subject to the terms of this Award Agreement, the Option shall vest and become exercisable with respect to 100% of the Options on the first anniversary of the Date of Grant.

1. Vesting and Exercisability

You cannot exercise the Options until they have vested.

a. Regular Vesting – The Options will vest in accordance with the above schedule (subject to the other terms hereof).

b. Special Vesting – You may be subject to the Special Vesting Dates described below if your service as a non-employee member of the Board of Directors of the Company (“Director”) terminates.

c. Exercisability – You may exercise Options at any time after they vest and before they expire as described below.

2. Expiration

All Options expire on the earlier of (i) the Date of Expiration as stated above or (ii) any of the Special Expiration Dates described below. As an administrative matter, the vested portion of the Options may be exercised only until the close of the NYSE on the Expiration Date or, as applicable the Special Expiration Date, or, if such date is not a trading day on the NYSE, the last trading day before such date. Any later attempt to exercise the Options will not be honored as once an Option expires, you no longer have the right to exercise it.

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3. Special Vesting Dates and Special Expiration Dates

There are events that cause your Options to vest sooner than the Regular Vesting schedule discussed above or to expire sooner than the Date of Expiration as stated above. Those events are as follows:

a. Death – If your service with the Company terminates because of your death, Options that are not vested will automatically become fully vested upon your death. All your Options will then expire on the earlier of (i) one year following the date of your death; (ii) the occurrence of a Change in Control of the Company; and (iii) the Date of Expiration. Until that time, with written proof of death and inheritance, the Options will be exercisable by your legal representative, legatees or distributees.

b. Change In Control – If a Change in Control of the Company occurs, all of your unvested Options will be fully vested immediately prior to the Change in Control and following such Change in Control, all of your Options not exercised as of the Change in Control shall terminate and cease to be outstanding.

c. Termination of Service Because of Disability – If your service with the Company terminates because of your disability, as determined by the Board, Options that are not vested will automatically become fully vested upon your disability. All your Options will then expire on the earlier of (i) one year following the date of your termination of service; (ii) the occurrence of a Change in Control of the Company; and (iii) the Date of Expiration.

d. Termination of Service for any Other Reason than Described Above – If your service with the Company terminates for any reason other than described above, including voluntary resignation of your service, all of your unvested Options will vest on a pro rata basis in an amount equal to (a)(i) the total number of Options subject to this Award, multiplied by (ii) a fraction, the numerator of which is the number of your completed full months of service from the Date of Grant to the date of your termination of service and the denominator of which is the number of full months during the entire vesting period, minus (b) any Options that vested prior to the date of your termination of service. All of your vested but not yet exercised Options will expire on the earlier of (i) one year following the date of your termination of service; (ii) the occurrence of a Change in Control of the Company; and (iii) the Date of Expiration. Any Options remaining unvested at the date of your termination of service shall expire at that time.

4. Other Terms

a. Method of Exercising – You must follow the procedures for exercising options established by the Company from time to time. At the time of exercise, you must pay the Exercise Price for all of the Options being exercised. Options may not be exercised for less than 50 Shares unless the number of Shares represented by the vested portion of the Option is less than 50 Shares, in which case the Option must be exercised for the full number of whole Shares then subject to the vested portion of the Option.

b. Transferability – Unless the Committee provides in the resolutions authorizing the grant of the Options, the Options are not transferable other than by will or the laws of descent and distribution.

5. Responsibility for Taxes – You are advised to review with your own tax advisors the Federal, state, local and, if applicable, non-U.S. tax consequences of the transactions contemplated by the Options. You are relying solely on such advisors and are not relying in any part on any statement or representation of the Company or any of its agents. Neither the Company nor any Affiliate shall be responsible for withholding any income tax, social security, unemployment, disability insurance or other tax obligations that become legally due by Director in connection with any aspect of the Options, including the grant, vesting or exercise of the Options or sale of the underlying Shares (“Tax-Related Items”). You are solely responsible for timely reporting all income derived from the Options on your personal tax return and paying all Tax-Related Items, and shall indemnify the Company and hold it harmless from and against all claims,

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damages, losses and expenses, including reasonable fees and expenses of attorneys, relating to any obligation imposed by law on the Company or any Affiliate to pay any Tax-Related Items. Notwithstanding the foregoing, in the event that the Company or any Affiliate has any obligation to withhold Tax-Related Items under any applicable law, you authorize the Company and/or an Affiliate, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related items by one or a combination of the following: (i) withholding from any cash compensation paid to you by the Company; or (ii) withholding from proceeds of the sale of Shares acquired upon exercise of the Options, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization). You further acknowledge that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Options, including, but not limited to, the grant, vesting or exercise of the Options, the issuance of Shares upon exercise, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends; and (ii) does not commit to and is under no obligation to structure the terms of the Options or any aspect of the Options to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result.

6. Consent to Transfer Personal Data

By accepting the Options, you voluntarily acknowledge and consent to the collection, use, processing and transfer of personal data, in electronic or other form, as described in this Award Agreement. You are not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect your ability to participate in the Plan. The Company and its Affiliates may hold certain personal information about you, that may include your name, home address and telephone number, date of birth, social security number or other tax identification number, nationality, any shares of stock held in the Company, or details of all options or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the exclusive purpose of implementing, administering, and managing the Plan (“Data”). The Company and/or its Affiliates will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan, and the Company and/or any of its Affiliates may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States and the recipients’ country may have different data privacy laws and protections from your country. You authorize the Data recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on your behalf to a broker or other third party with whom you may elect to deposit any Shares acquired pursuant to the Plan. You may request a list with the names and addresses of any potential recipients of the Data by contacting the Company. You may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing, in any case without cost, by contacting the Company; however, withdrawing your consent may affect your ability to participate in the Plan.

7. No Advice Regarding Grant

The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the Shares underlying the Options. You should note that the future value of the Shares underlying the Options is unknown. If the Shares do not increase in value, the Options will have no value and if you obtain Shares upon exercise of the Options, the value of those Shares may increase or decrease, including below the Exercise Price. You are hereby advised to consult with your own personal tax, legal, and financial advisors regarding your participation in the Plan before taking any action related to the Plan.

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8. Imposition of Other Requirements

The Company reserves the right to impose other requirements on your participation in the Plan, on the Options and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with applicable law or facilitate the administration of the Plan, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

9. Severability

The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions nevertheless shall be binding and enforceable.

10. Governing Law and Choice of Venue

This Award Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware U.S.A., without regard to the provisions governing conflict of laws. Any and all disputes relating to, concerning or arising from this Award Agreement, or relating to, concerning or arising from the relationship between the parties by the Award or this Award Agreement, shall be brought and heard exclusively in the United States District Court for the District of Delaware or the Delaware Superior Court, New Castle County. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute; and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.

11. Acceptance of Terms and Conditions

By accepting the Options, you agree to be bound by the terms and conditions of the Award Agreement, the Plan, any and all rules and regulations established by the Company in connection with Awards issued under the Plan, and any additional covenants or promises the Company may require as a condition of the grant.

12. Other Information about Your Options and the Plan

The Plan and the Prospectus for the Plan are available at the Secretary’s Office in the Company’s law department.

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EX-10.16

Exhibit 10.16

RSU Agreement (in lieu of Director Fees)

Non-Employee Directors

MOTOROLA MOBILITY HOLDINGS, INC.

2011 INCENTIVE COMPENSATION PLAN

NON-EMPLOYEE DIRECTOR

RESTRICTED STOCK UNIT AWARD AGREEMENT

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”).

WHEREAS, Director is receiving the Award under the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan (the “Plan”) in lieu of director fees payable to Director;

WHEREAS, the Award is being made by the Board of Directors of the Company (the “Board”); and

WHEREAS, the terms and conditions set forth in this Award Agreement (the “Award Agreement”) constitute the terms and conditions of the Award and of any subsequent Restricted Stock Unit Award that may be granted to Director in lieu of director fees payable to Director, until such time as the Board, in its discretion, amends the terms and conditions that shall apply to new Restricted Stock Unit Awards granted to Director in lieu of director fees.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the Company hereby awards restricted stock units to Director on the following terms and conditions:

1. Award of Restricted Stock Units. The Company hereby grants to Director the number of restricted stock units set forth in the notice of award provided to Director by the Company, which number has been determined by dividing the amount of Director’s director fees payable for the applicable calendar quarter by the Fair Market Value of a share of Common Stock (a “Share”) on the last business day of the calendar quarter to which the director fees relate (the “Units”). Each Unit represents a right to receive one share of Common Stock (a “Share”) on the applicable RSU Settlement Date, subject to the terms and conditions set forth in this Award Agreement (the “Award Agreement”), and subject to adjustment as provided in the Plan. The Units are granted pursuant to the Plan and are subject to all of the terms and conditions of the Plan. Any term capitalized but not defined in this Award Agreement shall have the meaning set forth in the Plan.

2. Transferability. Unless otherwise provided by the Board, prior to the RSU Settlement Date, Director may not directly or indirectly, by operation of law or otherwise, voluntarily or involuntarily, sell, assign, pledge, encumber, charge or otherwise transfer any of the Units.

3. Vesting. The Units shall be fully vested as of the Date of Grant.

4. Delivery of Shares. The Shares underlying the Units shall be delivered pursuant to the deferral election made by Director in accordance with the terms and conditions established by the Company (the “RSU Settlement Date”)

5. Whole Shares. All Awards shall be paid in whole Shares; no fractional Shares shall be credited or delivered to Director.

6. Adjustments. The Units shall be subject to adjustment as provided in Section 12.1 of the Plan.

7. Dividend Equivalents. Upon the Company’s payment of a dividend with respect to its Common Stock, the number of Units credited to Director shall be increased by the number obtained by dividing (a) the amount of the dividend payment Director would have received had Director owned a number of Shares of Common Stock equal to the number of Units then credited to his or her account by (b) the closing price of the Common Stock on the day before the date of the dividend payment, as reported by the New York Stock Exchange on the stock exchange composite tape for the Common Stock. In the event a dividend is paid in shares of stock of another company or in other property, the Company will pay the Director a cash amount equivalent in value to such shares of stock or property, with such payment to be made within 60 days after the payment date of the applicable dividend.

8. Responsibility for Taxes. Director is advised to review with his or her own tax advisors the Federal, state, local and, if applicable, non-U.S. tax consequences of the transactions contemplated by this Award. Director is relying solely on such advisors and is not relying in any part on any statement or representation of the Company or any of its agents. Neither the Company nor any Affiliate shall be responsible for withholding any income tax, social security, unemployment, disability insurance or other tax obligations that become legally due by Director in connection with any aspect of this Award, including the award of the Units, vesting or settlement of the Units, or sale of the underlying Shares (“Tax-Related Items”). Director is solely responsible for timely reporting all income derived from the Units on Director’s personal tax return and paying all Tax-Related Items, and shall indemnify the Company or any Affiliate and hold it harmless from and against all claims, damages, losses and expenses, including reasonable fees and expenses of attorneys, relating to any obligation imposed by law on the Company or any Affiliate to pay any Tax-Related Items. Notwithstanding the foregoing, in the event that the Company or any Affiliate has any obligation to withhold Tax-Related Items under any applicable law, you authorize the Company and/or an Affiliate, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related items by one or a combination of the following: (i) withholding from any cash compensation paid to you by the Company; or (ii) withholding from proceeds of the sale of Shares delivered upon settlement of the Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization). Director further acknowledges that the Company (1) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including, but not limited to, the grant, vesting or settlement of the Units, the issuance of Shares upon settlement of the Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or any dividend equivalents; and (2) does not commit to and is under no obligation to structure the terms of the Award or any aspect of the Units to reduce or eliminate Director’s liability for Tax-Related Items or achieve any particular tax result.

9. Stockholder Rights. Director shall have no rights as a stockholder of the Company in respect of the Units, including the right to vote or to receive cash dividends and other distributions until delivery of the Shares in satisfaction of the Units in accordance with Section 4 above.

10. Funding. No assets or Shares shall be segregated or earmarked by the Company in respect of any Units awarded hereunder. The grant of Units hereunder shall not constitute a trust and shall be solely for the purpose of recording an unsecured contractual obligation of the Company.

11. Acknowledgements. With respect to the subject matter of Section 15 hereof, this Award Agreement is the entire agreement with the Company. No waiver of any breach of any provision of this Award Agreement by the Company shall be construed to be a waiver of any succeeding breach or as a modification of such provision. The provisions of this Award Agreement shall be

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severable and in the event that any provision of this Award Agreement shall be found by any court as specified in Section 15 below to be unenforceable, in whole or in part, the remainder of this Award Agreement shall nevertheless be enforceable and binding on the parties. Director hereby agrees that the court may modify any invalid, overbroad or unenforceable term of this Award Agreement so that such term, as modified, is valid and enforceable under applicable law. Further, by accepting any Award under this Award Agreement, Director affirmatively states that she or he has not, will not and cannot rely on any representations not expressly made herein.

12. The Company Assignment Rights. The Company shall have the right to assign this Award Agreement, which shall not affect the validity or enforceability of this Award Agreement. This Award Agreement shall inure to the benefit of assigns and successors of the Company.

13. Waiver. The failure of the Company to enforce at any time any provision of this Award Agreement shall in no way be construed to be a waiver of such provision or any other provision hereof.

14. Consent to Transfer Personal Data. By accepting the Award, Director voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data, in electronic or other form, as described in this Award Agreement. Director is not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect Director’s ability to participate in the Plan. The Company and its Affiliates hold certain personal information about Director, that may include Director’s name, home address and telephone number, date of birth, social security number or other tax identification number, nationality, any shares of stock held in the Company, or details of all restricted stock units or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the exclusive purpose of implementing, administering, and managing the Plan (“Data”). The Company and/or its Affiliates will transfer Data among themselves as necessary for the purpose of implementation, administration and management of Director’s participation in the Plan, and the Company and/or any of its Affiliates may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States and the recipients’ country may have different data privacy laws and protections from Director’s country. Director authorizes the Data recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Director’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on Director’s behalf to a broker or other third party with whom Director may elect to deposit any Shares acquired pursuant to the Plan. Director may request a list with the names and addresses of any potential recipients of the Data by contacting the Company. Director may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing, in any case without cost, by contacting the Company; however, withdrawing Director’s consent may affect Director’s ability to participate in the Plan.

15. Governing Law. All questions concerning the construction, validity and interpretation of this Award shall be governed by and construed according to the law of the State of Delaware without regard to any state’s conflicts of law principles. Any and all disputes relating to, concerning or arising from this Award Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the Award or this Award Agreement, shall be brought and heard exclusively in the United States District Court for the District of Delaware or the Delaware Superior Court, New Castle County. Each of the parties hereby represents and agrees that such

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party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute; and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.

16. Imposition of Other Requirements. The Company reserves the right to impose other requirements on Director’s participation in the Plan, on the Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with applicable law or facilitate the administration of the Plan, and to require Director to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

17. 409A Compliance Applicable Only to Directors Subject to U.S. Tax. The terms of this Award are intended to comply with Section 409A of the Code, and the provisions of this Award Agreement will be interpreted, operated, and administered in a manner consistent with these intentions. Anything to the contrary in the Plan or this Award Agreement requiring the consent of Director notwithstanding, the Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Award Agreement to ensure that the Units comply with Section 409A of the Code; provided, however, that the Company makes no representations that the Units will be exempt from or comply with Section 409A of the Code, and makes no undertaking to preclude Section 409A of the Code from applying to these Units, and the Company will have no liability to Director or any other party if the issuance of Shares or other payment under this Award Agreement that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Board with respect thereto

18. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means and shall notify Director of the grant of this Award by electronic means. Director hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

19. Plan Documents. The Plan and the Prospectus for the Plan are available at the Secretary’s Office in the Company’s law department.

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EX-10.18

Exhibit 10.18

August 2009 (D)

MOTOROLA MOBILITY

SUBSTITUTE AWARD DOCUMENT

For the

Motorola Mobility Holdings, Inc. Legacy Incentive Plan

Terms and Conditions Related to Employee Nonqualified Stock Options

Recipient:	Date of Expiration:
Commerce ID#:	Original Number of Options Granted (adjusted):
Original Date of Grant:	Exercise Price (adjusted):
	Number of Options Outstanding as of January 4, 2011 (adjusted):

On the Original Date of Grant (the “Date of Grant”), Motorola, Inc. granted you options to purchase shares of its common stock under the Motorola Omnibus Incentive Plan of 2006. Such options have been assumed by Motorola Mobility Holdings, Inc. (“Motorola Mobility” or the “Company”) through the Motorola Mobility Holdings, Inc. Legacy Incentive Plan (the “Plan”) as of the Distribution Date (as defined in the Plan). The number of options (“Options”) awarded to you and the exercise price per Option (as adjusted, the “Exercise Price”) have been adjusted as stated above to reflect the assumption and substitution of the awards by Motorola Mobility under the terms of the Plan. As adjusted, each Option entitles you to purchase one share of Motorola Mobility’s common stock on the terms described below and in the Plan. Your future vesting and exercise period will be based on your employment or service with Motorola Mobility or a Subsidiary (as defined below). The terms and conditions of this Award Document, including the terms and conditions related to the vesting and expiration of Options upon a “Change of Control”, should be construed and interpreted in accordance with the above, as well as the terms and conditions of the Plan.

Your Options will continue to vest and become exercisable in accordance with the original terms and conditions set forth in the applicable Motorola Plans (as defined in the Plan) and your award agreement having the Original Date of Grant specified above, including any special vesting dates or conditions, with the exception that your vesting on and after January 4, 2011 shall be determined solely by reference to your employment or service with Motorola Mobility or a Subsidiary. For the Number of Options Outstanding as of January 4, 2011(as adjusted) that are currently vested and exercisable, and those that are scheduled to vest and become exercisable on each future vesting date, you should refer to your on-line account (currently with Morgan Stanley Smith Barney, and reachable at https://www.benefitaccess.com/). You are strongly encouraged to view your on-line account immediately to completely understand your Options and their vesting schedule.

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Exhibit 10.18

August 2009 (D)

Vesting and Exercisability

You cannot exercise the Options until they have vested.

Regular Vesting – The Options will vest according to the terms and conditions described above (subject to the other terms hereof).

Special Vesting – You may be subject to the Special Vesting Dates described below if your employment or service with Motorola Mobility or a Subsidiary (as defined below) terminates.

Exercisability – You may exercise Options at any time after they vest and before they expire as described below.

Expiration

All Options expire on the earlier of (i) the Date of Expiration as stated above or (ii) any of the Special Expiration Dates described below. Once an Option expires, you no longer have the right to exercise it.

Special Vesting Dates and Special Expiration Dates

There are events that cause your Options to vest sooner than the Regular Vesting schedule discussed above or to expire sooner than the Date of Expiration as stated above. Those events are as follows:

Disability- If your employment or service with Motorola Mobility or a Subsidiary is terminated because of your Total and Permanent Disability (as defined below), Options that are not vested will automatically become fully vested upon your termination of employment or service. All your Options will then expire on the earlier of the first anniversary of your termination of employment or service because of your Total and Permanent Disability or the Date of Expiration stated above. Until that time, the Options will be exercisable by you or your guardian or legal representative.

Death- If your employment or service with Motorola Mobility or a Subsidiary is terminated because of your death, Options that are not vested will automatically become fully vested upon your death. All your Options will then expire on the earlier of the first anniversary of your death or the Date of Expiration stated above. Until that time, with written proof of death and inheritance, the Options will be exercisable by your legal representative, legatees or distributees.

Change In Control- If a “Change in Control” of the Company occurs, and the successor corporation does not assume these Options or replace them with options that are at least comparable to these Options, then: (i) all of your unvested Options will be fully vested and (ii) all of your Options will be exercisable until the Date of Expiration set forth above.

Further, with respect to any Options that are assumed or replaced as described in the preceding paragraph, such assumed or replaced options shall provide that they will be fully vested and exercisable until the Date of Expiration set forth above if you are involuntarily terminated (for a reason other than “Cause”) or if you quit for “Good Reason” within 24 months of the Change in Control. For purposes of this paragraph, the terms “Change in Control”, “Cause” and “Good Reason” are defined in the Plan.

Termination of Employment or Service Because of Serious Misconduct- If Motorola Mobility or a Subsidiary terminates your employment or service because of Serious Misconduct (as defined below) all of your Options (vested and unvested) expire upon your termination.

Change in Employment in Connection with a Divestiture- If you accept employment with another company in direct connection with the sale, lease, outsourcing arrangement or any other type of asset transfer or transfer of any portion of a facility or any portion of a discrete organizational unit of Motorola Mobility or a Subsidiary, or if you

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Exhibit 10.18

August 2009 (D)

remain employed by a Subsidiary that is sold (a “Divestiture”), all of your unvested Options will vest on a pro rata basis in an amount equal to (a)(i) the total number of Options subject to this Award, multiplied by (ii) a fraction, the numerator of which is the number of completed full months of service by the Grantee from the Date of Grant to the employee’s date of Divestiture and the denominator of which is the number of full months during the entire vesting period, minus (b) any Options that vested prior to the date of Divestiture. All of your vested but not yet exercised Options will expire on the earlier of (i) 90 days after such Divestiture or (ii) the Date of Expiration stated above.

Termination of Employment or Service by Motorola Mobility or a Subsidiary Other than for Serious Misconduct or a Divestiture- If Motorola Mobility or a Subsidiary on its initiative, terminates your employment or service other than for Serious Misconduct or a Divestiture, all of your unvested Options will vest on a pro rata basis in an amount equal to (a)(i) the total number of Options subject to this Award, multiplied by (ii) a fraction, the numerator of which is the number of completed full months of service by the Grantee from the Date of Grant to the employee’s date of termination and the denominator of which is the number of full months during the entire vesting period, minus (b) any Options that vested prior to the date of termination. All of your vested but not yet exercised Options will expire on the earlier of (i) 90 days after your termination of employment or (ii) the Date of Expiration stated above.

Termination of Employment or Service for any Other Reason than Described Above- If your employment or service with Motorola Mobility or a Subsidiary terminates for any reason other than that described above, including voluntary resignation of your employment or service, all of your unvested Options will automatically expire upon termination of your employment or service and all of your vested but not yet exercised Options will expire on the earlier of (i) the date ninety (90) days after the date of termination of your employment or service or (ii) the Date of Expiration stated above.

Leave of Absence/Temporary Layoff

If you take a Leave of Absence from Motorola Mobility or a Subsidiary that your employer has approved in writing in accordance with your employer’s Leave of Absence Policy and from which the employee has right to return to work, as determined by Motorola Mobility, or you are placed on Temporary Layoff (as defined below) by Motorola Mobility or a Subsidiary the following will apply:

Vesting of Options- Options will continue to vest in accordance with the terms and conditions set forth above.

Exercising Options- You may exercise Options that are vested or that vest during the Leave of Absence or Temporary Layoff.

Effect of Termination of Employment or Service- If your employment or service is terminated during the Leave of Absence or Temporary Layoff, the treatment of your Options will be determined as described under “Special Vesting Dates and Special Expiration Dates” above.

Other Terms

Method of Exercising- You must follow the procedures for exercising options established by Motorola Mobility from time to time. At the time of exercise, you must pay the Exercise Price for all of the Options being exercised and any taxes that are required to be withheld by Motorola Mobility or a Subsidiary in connection with the exercise. Options may not be exercised for less than 50 shares unless the number of shares represented by the Option is less than 50 shares, in which case the Option must be exercised for the remaining amount.

Transferability- Unless the Committee provides, Options are not transferable other than by will or the laws of descent and distribution.

Tax Withholding- Motorola Mobility or a Subsidiary is entitled to withhold an amount equal to the required minimum statutory withholding taxes for the respective tax jurisdictions attributable to any share of common stock deliverable in connection with the exercise of the Options. You may satisfy any minimum withholding obligation by electing to have the plan administrator retain Option shares having a Fair Market Value on the date of exercise equal to the amount to be withheld.

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Exhibit 10.18

August 2009 (D)

Definition of Terms

If a term is used but not defined, it has the meaning given such term in the Plan.

“Confidential Information” means information concerning the Company and its business that is not generally known outside the Company, and includes (A) trade secrets; (B) intellectual property; (C) the Company’s methods of operation and Company processes; (D) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (E) information on customers or potential customers, including customers’ names, sales records, prices, and other terms of sales and Company cost information; (F) Company personnel data; (G) Company business plans, marketing plans, financial data and projections; and (H) information received in confidence by the Company from third parties. Information regarding products, services or technological innovations in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company or one of its affiliates is considering for broader use, shall be deemed generally known until such broader use is actually commercially implemented.

“Fair Market Value” is the closing price for a share of Motorola Mobility common stock on the date of grant or date of exercise, whichever is applicable. The official source for the closing price is the New York Stock Exchange Composite Transaction as reported in the Wall Street Journal at www.online.wsj.com.

“Serious Misconduct” means any misconduct identified as a ground for termination in the Motorola Mobility Code of Business Conduct, or the human resources policies, or other written policies or procedures.

“Subsidiary” means an entity of which Motorola Mobility owns directly or indirectly at least 50% and that Motorola Mobility consolidates for financial reporting purposes.

“Total and Permanent Disability” means for (x) U.S. employees, entitlement to long-term disability benefits under the Motorola Mobility Disability Income Plan, as amended and any successor plan or a determination of a permanent and total disability under a state workers compensation statute and (y) non-U.S. employees, as established by applicable Motorola Mobility policy or as required by local regulations.

“Temporary Layoff” means a layoff or redundancy that is communicated as being for a period of up to twelve months and as including a right to recall under defined circumstances.

Consent to Transfer Personal Data

By accepting this award, you voluntarily acknowledge and consent to the collection, use, processing and transfer of personal data as described in this paragraph. You are not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect your ability to participate in the Plan. Motorola Mobility, its Subsidiaries and your employer hold certain personal information about you, that may include your name, home address and telephone number, date of birth, social security number or other employee identification number, salary, salary grade, hire date, nationality, job title, any shares of stock held in Motorola Mobility, or details of all options or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the Plan (“Data”). Motorola Mobility and/or its Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan, and Motorola Mobility and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Mobility in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States. You authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on your behalf to a broker or other third party with whom you may elect to deposit any shares of stock acquired pursuant to the Plan. You may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting Motorola Mobility; however, withdrawing your consent may affect your ability to participate in the Plan.

-4-

Exhibit 10.18

August 2009 (D)

Acknowledgement of Discretionary Nature of the Plan; No Vested Rights

You acknowledge and agree that the Plan is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by Motorola Mobility or a Subsidiary, in its sole discretion, at any time. The grant of awards under the Plan is a one-time benefit and does not create any contractual or other right to receive an award in the future or to future employment. Nor shall this or any such grant interfere with your right or the Company’s right to terminate such employment relationship at any time, with or without cause, to the extent permitted by applicable laws and any enforceable agreement between you and the Company. Future grants, if any, will be at the sole discretion of Motorola Mobility, including, but not limited to, the timing of any grant, the amount of the award, vesting provisions, and the exercise price.

No Relation to Other Benefits/Termination Indemnities

Your acceptance of this award and participation under the Plan is voluntary. The value of your stock option awarded herein is an extraordinary item of compensation outside the scope of your employment contract, if any. As such, the stock option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments, notwithstanding any provision of any compensation, insurance agreement or benefit plan to the contrary.

Agreement Following Termination of Employment

As a further condition of accepting the Options, you acknowledge and agree that for a period of one year following your termination of employment or service, you will not hire, recruit, solicit or induce, or cause, allow, permit or aid others to hire, recruit, solicit or induce, or to communicate in support of those activities, any employee of Motorola Mobility or a Subsidiary who possesses Confidential Information of Motorola Mobility or a Subsidiary to terminate his/her employment with Motorola Mobility or a Subsidiary and/or to seek employment with your new or prospective employer, or any other company.

You agree that upon termination of employment with Motorola Mobility or a Subsidiary, and for a period of one year thereafter, you will immediately inform Motorola Mobility of (i) the identity of your new employer (or the nature of any start-up business or self-employment), (ii) your new title, and (iii) your job duties and responsibilities. You hereby authorize Motorola Mobility or a Subsidiary to provide a copy of this Award Document to your new employer. You further agree to provide information to Motorola Mobility or a Subsidiary as may from time to time be requested in order to determine your compliance with the terms hereof.

Substitute Stock Appreciation Right

Motorola Mobility reserves the right to substitute a Stock Appreciation Right for your Option in the event certain changes are made in the accounting treatment of stock options. Any substitute Stock Appreciation Right shall be applicable to the same number of shares as your Option and shall have the same Date of Expiration, Exercise Price, and other terms and conditions. Any substitute Stock Appreciation Right may be settled only in common stock.

Acceptance of Terms and Conditions

By accepting the Options, you agree to be bound by these terms and conditions, the Plan, any and all rules and regulations established by Motorola Mobility in connection with awards issued under the Plan, and any additional covenants or promises Motorola Mobility may require as a condition of the grant.

Other Information about Your Options and the Plan

The Plan and the Prospectus for the Plan are available at http://my.mot-mobility.com/go/EquityAwards or send your request to Equity Administration, 6450 Sequence Drive, San Diego, CA 92121 or equityadmin@motorola.com.

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EX-10.19

Exhibit 10.19

June 2009 (B)

MOTOROLA MOBILITY

SUBSTITUTE AWARD DOCUMENT

For the

Motorola Mobility Holdings, Inc. Legacy Incentive Plan

Terms and Conditions Related to Employee Nonqualified Stock Options

Recipient:	Date of Expiration:
Commerce ID#:	Original Number of Options Granted (adjusted):
Original Date of Grant:	Exercise Price (adjusted):
	Options Outstanding as of January 4, 2011 (adjusted):

On the Original Date of Grant (the “Date of Grant”), Motorola, Inc. granted you options to purchase shares of its common stock under the Motorola Omnibus Incentive Plan of 2006. Such options have been assumed by Motorola Mobility Holdings, Inc. (“Motorola Mobility” or the “Company”) through the Motorola Mobility Holdings, Inc. Legacy Incentive Plan (the “Plan”) as of the Distribution Date (as defined in the Plan). The number of options (“Options”) awarded to you and the exercise price per Option (as adjusted, the “Exercise Price”) have been adjusted as stated above to reflect the assumption and substitution of the awards by Motorola Mobility under the terms of the Plan. As adjusted, each Option entitles you to purchase one share of Motorola Mobility’s common stock on the terms described below and in the Plan. Your future vesting and exercise period will be based on your employment or service with Motorola Mobility or a Subsidiary (as defined below). The terms and conditions of this Award Document, including the terms and conditions related to the vesting and expiration of Options upon a “Change of Control”, should be construed and interpreted in accordance with the above, as well as the terms and conditions of the Plan.

Your Options will continue to vest and become exercisable in accordance with the original terms and conditions set forth in the applicable Motorola Plans (as defined in the Plan) and your award agreement having the Original Date of Grant specified above, including any special vesting dates or conditions, with the exception that your vesting on and after January 4, 2011 shall be determined solely by reference to your employment or service with Motorola Mobility or a Subsidiary. For the Number of Options Outstanding as of January 4, 2011(as adjusted) that are currently vested and exercisable, and those that are scheduled to vest and become exercisable on each future vesting date, you should refer to your on-line account (currently with Morgan Stanley Smith Barney, and reachable at https://www.benefitaccess.com/). You are strongly encouraged to view your on-line account immediately to completely understand your Options and their vesting schedule.

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Exhibit 10.19

June 2009 (B)

Vesting and Exercisability

You cannot exercise the Options until they have vested.

Regular Vesting – The Options will vest according to the terms and conditions described above (subject to the other terms hereof).

Special Vesting – You may be subject to the Special Vesting Dates described below if your employment or service with Motorola Mobility or a Subsidiary (as defined below) terminates.

Exercisability – You may exercise Options at any time after they vest and before they expire as described below.

Expiration

All Options expire on the earlier of (1) the Date of Expiration as stated above or (2) any of the Special Expiration Dates described below. Once an Option expires, you no longer have the right to exercise it.

Special Vesting Dates and Special Expiration Dates

There are events that cause your Options to vest sooner than the Regular Vesting schedule discussed above or to expire sooner than the Date of Expiration as stated above. Those events are as follows:

Disability- If your employment or service with Motorola Mobility or a Subsidiary is terminated because of your Total and Permanent Disability (as defined below), Options that are not vested will automatically become fully vested upon your termination of employment or service. All your Options will then expire on the earlier of the first anniversary of your termination of employment or service because of your Total and Permanent Disability or the Date of Expiration stated above. Until that time, the Options will be exercisable by you or your guardian or legal representative.

Death- If your employment or service with Motorola Mobility or a Subsidiary is terminated because of your death, Options that are not vested will automatically become fully vested upon your death. All your Options will then expire on the earlier of the first anniversary of your death or the Date of Expiration stated above. Until that time, with written proof of death and inheritance, the Options will be exercisable by your legal representative, legatees or distributees.

Change In Control- If a “Change in Control” of the Company occurs, and the successor corporation does not assume these Options or replace them with options that are at least comparable to these Options, then: (1) all of your unvested Options will be fully vested and (2) all of your Options will be exercisable until the Date of Expiration set forth above.

Further, with respect to any Options that are assumed or replaced as described in the preceding paragraph, such assumed or replaced options shall provide that they will be fully vested and exercisable until the Date of Expiration set forth above if you are involuntarily terminated (for a reason other than “Cause”) or if you quit for “Good Reason” within 24 months of the Change in Control. For purposes of this paragraph, the terms “Change in Control”, “Cause” and “Good Reason” are defined in the Plan.

Termination of Employment or Service Because of Serious Misconduct- If Motorola Mobility or a Subsidiary terminates your employment or service because of Serious Misconduct (as defined below) all of your Options (vested and unvested) expire upon your termination.

Change in Employment in Connection with a Divestiture- If you accept employment with another company in direct connection with the sale, lease, outsourcing arrangement or any other type of asset transfer or transfer of any portion of a facility or any portion of a discrete organizational unit of Motorola Mobility or a Subsidiary, or if you remain employed by a Subsidiary that is sold (a “Divestiture”), all of your unvested Options will vest on a pro rata basis in amount equal to (a)(i) the total number of Options subject to this Award, multiplied by (ii) a fraction, the

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Exhibit 10.19

June 2009 (B)

numerator of which is the number of completed full months of service by the Grantee from the Date of Grant to the employee’s date of Divestiture and the denominator of which is the number of completed full months of service during the entire vesting period, minus (b) any Options that vested prior to the date of Divestiture. All of your vested but not yet exercised Options will expire on the earlier of (i) 90 days after such Divestiture or (ii) the Date of Expiration stated above.

Termination of Employment or Service by Motorola Mobility or a Subsidiary Other than for Serious Misconduct or a Divestiture- If Motorola Mobility or a Subsidiary on its initiative, terminates your employment or service other than for Serious Misconduct or a Divestiture, all of your unvested Options will vest on a pro rata basis in an amount equal to (a)(i) the total number of Options, subject to this Award, multiplied by (ii) a fraction, the numerator of which is the number of completed full months of service by the Grantee from the Date of Grant to the employee’s date of termination and the denominator of which is the number of completed full months of service during the entire vesting period, minus (b) any Options that vested prior to the date of termination. All of your vested but not yet exercised Options will expire on the earlier of (i) 90 days after your termination of employment or (ii) the Date of Expiration stated above.

Termination of Employment or Service for any Other Reason than Described Above- If your employment or service with Motorola Mobility or a Subsidiary terminates for any reason other than that described above, including voluntary resignation of your employment or service, all of your unvested Options will automatically expire upon termination of your employment or service and all of your vested but not yet exercised Options will expire on the earlier of (i) the date ninety (90) days after the date of termination of your employment or service or (ii) the Date of Expiration stated above.

Leave of Absence/Temporary Layoff

If you take a Leave of Absence from Motorola Mobility or a Subsidiary that your employer has approved in writing in accordance with your employer’s Leave of Absence Policy and from which the employee has right to return to work, as determined by Motorola Mobility, or you are placed on Temporary Layoff (as defined below) by Motorola Mobility or a Subsidiary the following will apply:

Vesting of Options- Options will continue to vest in accordance with the terms and conditions set forth above.

Exercising Options- You may exercise Options that are vested or that vest during the Leave of Absence or Temporary Layoff.

Effect of Termination of Employment or Service- If your employment or service is terminated during the Leave of Absence or Temporary Layoff, the treatment of your Options will be determined as described under “Special Vesting Dates and Special Expiration Dates” above.

Other Terms

Method of Exercising- You must follow the procedures for exercising options established by Motorola Mobility from time to time. At the time of exercise, you must pay the Exercise Price for all of the Options being exercised and any taxes that are required to be withheld by Motorola Mobility or a Subsidiary in connection with the exercise. Options may not be exercised for less than 50 shares unless the number of shares represented by the Option is less than 50 shares, in which case the Option must be exercised for the remaining amount.

Transferability- Unless the Committee provides, Options are not transferable other than by will or the laws of descent and distribution.

Tax Withholding- Motorola Mobility or a Subsidiary is entitled to withhold an amount equal to the required minimum statutory withholding taxes for the respective tax jurisdictions attributable to any share of common stock deliverable in connection with the exercise of the Options. You may satisfy any minimum withholding obligation and any additional withholding, if desired, by electing to have the plan administrator retain Option shares having a Fair Market Value on the date of exercise equal to the amount to be withheld.

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Exhibit 10.19

June 2009 (B)

Definition of Terms

If a term is used but not defined, it has the meaning given such term in the Plan.

“Confidential Information” means information concerning the Company and its business that is not generally known outside the Company, and includes (A) trade secrets; (B) intellectual property; (C) the Company’s methods of operation and Company processes; (D) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (E) information on customers or potential customers, including customers’ names, sales records, prices, and other terms of sales and Company cost information; (F) Company personnel data; (G) Company business plans, marketing plans, financial data and projections; and (H) information received in confidence by the Company from third parties. Information regarding products, services or technological innovations in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company or one of its affiliates is considering for broader use, shall be deemed generally known until such broader use is actually commercially implemented.

“Fair Market Value” is the closing price for a share of Motorola Mobility common stock on the date of grant or date of exercise, whichever is applicable. The official source for the closing price is the New York Stock Exchange Composite Transaction as reported in the Wall Street Journal at www.online.wsj.com.

“Serious Misconduct” means any misconduct identified as a ground for termination in the Motorola Mobility Code of Business Conduct, or the human resources policies, or other written policies or procedures.

“Subsidiary” means an entity of which Motorola Mobility owns directly or indirectly at least 50% and that Motorola Mobility consolidates for financial reporting purposes.

“Total and Permanent Disability” means for (x) U.S. employees, entitlement to long-term disability benefits under the Motorola Mobility Disability Income Plan, as amended and any successor plan or a determination of a permanent and total disability under a state workers compensation statute and (y) non-U.S. employees, as established by applicable Motorola Mobility policy or as required by local regulations.

“Temporary Layoff” means a layoff or redundancy that is communicated as being for a period of up to twelve months and as including a right to recall under defined circumstances.

Consent to Transfer Personal Data

By accepting this award, you voluntarily acknowledge and consent to the collection, use, processing and transfer of personal data as described in this paragraph. You are not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect your ability to participate in the Plan. Motorola Mobility, its Subsidiaries and your employer hold certain personal information about you, that may include your name, home address and telephone number, date of birth, social security number or other employee identification number, salary, salary grade, hire date, nationality, job title, any shares of stock held in Motorola Mobility, or details of all options or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the Plan (“Data”). Motorola Mobility and/or its Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan, and Motorola Mobility and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Mobility in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States. You authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on your behalf to a broker or other third party with whom you may elect to deposit any shares of stock acquired pursuant to the Plan. You may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting Motorola Mobility; however, withdrawing your consent may affect your ability to participate in the Plan.

-4-

Exhibit 10.19

June 2009 (B)

Acknowledgement of Discretionary Nature of the Plan; No Vested Rights

You acknowledge and agree that the Plan is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by Motorola Mobility or a Subsidiary, in its sole discretion, at any time. The grant of awards under the Plan is a one-time benefit and does not create any contractual or other right to receive an award in the future or to future employment. Nor shall this or any such grant interfere with your right or the Company’s right to terminate such employment relationship at any time, with or without cause, to the extent permitted by applicable laws and any enforceable agreement between you and the Company. Future grants, if any, will be at the sole discretion of Motorola Mobility, including, but not limited to, the timing of any grant, the amount of the award, vesting provisions, and the exercise price.

No Relation to Other Benefits/Termination Indemnities

Your acceptance of this award and participation under the Plan is voluntary. The value of your stock option awarded herein is an extraordinary item of compensation outside the scope of your employment contract, if any. As such, the stock option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments, notwithstanding any provision of any compensation, insurance agreement or benefit plan to the contrary.

Agreement Following Termination of Employment

As a further condition of accepting the Options, you acknowledge and agree that for a period of one year following your termination of employment or service, you will not hire, recruit, solicit or induce, or cause, allow, permit or aid others to hire, recruit, solicit or induce, or to communicate in support of those activities, any employee of Motorola Mobility or a Subsidiary who possesses Confidential Information of Motorola Mobility or a Subsidiary to terminate his/her employment with Motorola Mobility or a Subsidiary and/or to seek employment with your new or prospective employer, or any other company.

You agree that upon termination of employment with Motorola Mobility or a Subsidiary, and for a period of one year thereafter, you will immediately inform Motorola Mobility of (i) the identity of your new employer (or the nature of any start-up business or self-employment), (ii) your new title, and (iii) your job duties and responsibilities. You hereby authorize Motorola Mobility or a Subsidiary to provide a copy of this Award Document to your new employer. You further agree to provide information to Motorola Mobility or a Subsidiary as may from time to time be requested in order to determine your compliance with the terms hereof.

Substitute Stock Appreciation Right

Motorola Mobility reserves the right to substitute a Stock Appreciation Right for your Option in the event certain changes are made in the accounting treatment of stock options. Any substitute Stock Appreciation Right shall be applicable to the same number of shares as your Option and shall have the same Date of Expiration, Exercise Price, and other terms and conditions. Any substitute Stock Appreciation Right may be settled only in common stock.

Acceptance of Terms and Conditions

By accepting the Options, you agree to be bound by these terms and conditions, the Plan, any and all rules and regulations established by Motorola Mobility in connection with awards issued under the Plan, and any additional covenants or promises Motorola Mobility may require as a condition of the grant.

Other Information about Your Options and the Plan

The Plan and the Prospectus for the Plan are available at http://my.mot-mobility.com/go/EquityAwards or send your request to Equity Administration, 6450 Sequence Drive, San Diego, CA 92121 or equityadmin@motorola.com.

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EX-10.20

Exhibit 10.20

5/08 and 5/09 (A)

MOTOROLA MOBILITY

SUBSTITUTE AWARD DOCUMENT

For the

Motorola Mobility Holdings, Inc. Legacy Incentive Plan

Terms and Conditions Related to Employee Nonqualified Stock Options

Recipient:	Date of Expiration:
Commerce ID#:	Original Number of Options Granted (adjusted)
Original Date of Grant:	Exercise Price (adjusted):
	Options Outstanding as of January 4, 2011 (adjusted):

On the Original Date of Grant (the “Date of Grant”), Motorola, Inc. granted you options to purchase shares of its common stock under the Motorola Omnibus Incentive Plan of 2006. Such options have been assumed by Motorola Mobility Holdings, Inc. (“Motorola Mobility” or the “Company”) through the Motorola Mobility Holdings, Inc. Legacy Incentive Plan (the “Plan”) as of the Distribution Date (as defined in the Plan). The number of options (“Options”) awarded to you and the exercise price per Option (as adjusted, the “Exercise Price”) have been adjusted as stated above to reflect the assumption and substitution of the awards by Motorola Mobility under the terms of the Plan. As adjusted, each Option entitles you to purchase one share of Motorola Mobility’s common stock on the terms described below and in the Plan. Your future vesting and exercise period will be based on your employment or service with Motorola Mobility or a Subsidiary (as defined below). The terms and conditions of this Award Document, including the terms and conditions related to the vesting and expiration of Options upon a “Change of Control”, should be construed and interpreted in accordance with the above, as well as the terms and conditions of the Plan.

Your Options will continue to vest and become exercisable in accordance with the original terms and conditions set forth in the applicable Motorola Plans (as defined in the Plan) and your award agreement having the Original Date of Grant specified above, including any special vesting dates or conditions, with the exception that your vesting on and after January 4, 2011 shall be determined solely by reference to your employment or service with Motorola Mobility or a Subsidiary. For the Number of Options Outstanding as of January 4, 2011 (as adjusted) that are currently vested and exercisable, and those that are scheduled to vest and become exercisable on each future vesting date, you should refer to your on-line account (currently with Morgan Stanley Smith Barney, and reachable at https://www.benefitaccess.com/). You are strongly encouraged to view your on-line account immediately to completely understand your Options and their vesting schedule.

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Exhibit 10.20

5/08 and 5/09 (A)

Vesting and Exercisability

You cannot exercise the Options until they have vested.

Regular Vesting – The Options will vest according to the terms and conditions described above (subject to the other terms hereof).

Special Vesting – You may be subject to the Special Vesting Dates described below if your employment or service with Motorola Mobility or a Subsidiary (as defined below) terminates.

Exercisability – You may exercise Options at any time after they vest and before they expire as described below.

Expiration

All Options expire on the earlier of (1) the Date of Expiration as stated above or (2) any of the Special Expiration Dates described below. Once an Option expires, you no longer have the right to exercise it.

Special Vesting Dates and Special Expiration Dates

There are events that cause your Options to vest sooner than the Regular Vesting schedule discussed above or to expire sooner than the Date of Expiration as stated above. Those events are as follows:

Disability- If your employment or service with Motorola Mobility or a Subsidiary is terminated because of your Total and Permanent Disability (as defined below). Options that are not vested will automatically become fully vested upon your termination of employment or service. All your Options will then expire on the earlier of the first anniversary of your termination of employment or service because of your Total and Permanent Disability or the Date of Expiration stated above. Until that time, the Options will be exercisable by you or your guardian or legal representative.

Death- If your employment or service with Motorola Mobility or a Subsidiary is terminated because of your death, Options that are not vested will automatically become fully vested upon your death. All your Options will then expire on the earlier of the first anniversary of your death or the Date of Expiration stated above. Until that time, with written proof of death and inheritance, the Options will be exercisable by your legal representative, legatees or distributees.

Change In Control- If a “Change in Control” of the Company occurs, and the successor corporation does not assume these Options or replace them with options that are at least comparable to these Options, then: (1) all of your unvested Options will be fully vested and (2) all of your Options will be exercisable until the Date of Expiration set forth above.

Further, with respect to any Options that are assumed or replaced as described in the preceding paragraph, such assumed or replaced options shall provide that they will be fully vested and exercisable until the Date of Expiration set forth above if you are involuntarily terminated (for a reason other than “Cause”) or if you quit for “Good Reason” within 24 months of the Change in Control. For purposes of this paragraph, the terms “Change in Control”, “Cause” and “Good Reason” are defined in the Plan.

Termination of Employment or Service Because of Serious Misconduct- If Motorola Mobility or a Subsidiary terminates your employment or service because of Serious Misconduct (as defined below) all of your Options (vested and unvested) expire upon your termination.

Change in Employment in Connection with a Divestiture- If you accept employment with another company in direct connection with the sale, lease, outsourcing arrangement or any other type of asset transfer or transfer of any portion of a facility or any portion of a discrete organizational unit of Motorola Mobility or a Subsidiary, or if you remain employed by a Subsidiary that is sold (a “Divestiture”), all of your unvested Options will automatically expire upon termination of your employment with Motorola Mobility, and all of your vested but not yet exercised Options will expire on the earlier of (i) 90 days after such Divestiture or (ii) the Date of Expiration stated above.

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Exhibit 10.20

5/08 and 5/09 (A)

Termination of Employment or Service by Motorola Mobility or a Subsidiary Other than for Serious Misconduct or a Divestiture- If Motorola Mobility or a Subsidiary on its initiative, terminates your employment or service other than for Serious Misconduct or a Divestiture, all of your unvested Options will automatically expire upon termination and all of your vested but not yet exercised Options will expire on the earlier of (i) 90 days after your termination of employment or (ii) the Date of Expiration stated above.

Termination of Employment or Service for any Other Reason than Described Above- If your employment or service with Motorola Mobility or a Subsidiary terminates for any reason other than that described above, including voluntary resignation of your employment or service, all of your unvested Options will automatically expire upon termination of your employment or service and all of your vested but not yet exercised Options will expire on the earlier of (i) the date ninety (90) days after the date of termination of your employment or service or (ii) the Date of Expiration stated above.

Leave of Absence/Temporary Layoff

If you take a Leave of Absence from Motorola Mobility or a Subsidiary that your employer has approved in writing in accordance with your employer’s Leave of Absence Policy and from which the employee has right to return to work, as determined by Motorola Mobility, or you are placed on Temporary Layoff (as defined below) by Motorola Mobility or a Subsidiary the following will apply:

Vesting of Options- Options will continue to vest in accordance with the terms and conditions set forth above.

Exercising Options- You may exercise Options that are vested or that vest during the Leave of Absence or Temporary Layoff.

Effect of Termination of Employment or Service- If your employment or service is terminated during the Leave of Absence or Temporary Layoff, the treatment of your Options will be determined as described under “Special Vesting Dates and Special Expiration Dates” above.

Other Terms

Method of Exercising- You must follow the procedures for exercising options established by Motorola Mobility from time to time. At the time of exercise, you must pay the Exercise Price for all of the Options being exercised and any taxes that are required to be withheld by Motorola Mobility or a Subsidiary in connection with the exercise. Options may not be exercised for less than 50 shares unless the number of shares represented by the Option is less than 50 shares, in which case the Option must be exercised for the remaining amount.

Transferability- Unless the Committee provides, Options are not transferable other than by will or the laws of descent and distribution.

Tax Withholding- Motorola Mobility or a Subsidiary is entitled to withhold an amount equal to the required minimum statutory withholding taxes for the respective tax jurisdictions attributable to any share of common stock deliverable in connection with the exercise of the Options. You may satisfy any minimum withholding obligation and any additional withholding, if desired, by electing to have the plan administrator retain Option shares having a Fair Market Value on the date of exercise equal to the amount to be withheld.

Definition of Terms

If a term is used but not defined, it has the meaning given such term in the Plan.

“Confidential Information” means information concerning the Company and its business that is not generally known outside the Company, and includes (A) trade secrets; (B) intellectual property; (C) the Company’s methods of operation and Company processes; (D) information regarding the Company’s present and/or future products,

-3-

Exhibit 10.20

5/08 and 5/09 (A)

developments, processes and systems, including invention disclosures and patent applications; (E) information on customers or potential customers, including customers’ names, sales records, prices, and other terms of sales and Company cost information; (F) Company personnel data; (G) Company business plans, marketing plans, financial data and projections; and (H) information received in confidence by the Company from third parties. Information regarding products, services or technological innovations in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company or one of its affiliates is considering for broader use, shall be deemed generally known until such broader use is actually commercially implemented.

“Fair Market Value” is the closing price for a share of Motorola Mobility common stock on the date of grant or date of exercise, whichever is applicable. The official source for the closing price is the New York Stock Exchange Composite Transaction as reported in the Wall Street Journal, Midwest edition at www.online.wsj.com.

“Serious Misconduct” means any misconduct identified as a ground for termination in the Motorola Mobility Code of Business Conduct, or the human resources policies, or other written policies or procedures.

“Subsidiary” means an entity of which Motorola Mobility owns directly or indirectly at least 50% and that Motorola Mobility consolidates for financial reporting purposes.

“Total and Permanent Disability” means for (x) U.S. employees, entitlement to long-term disability benefits under the Motorola Mobility Disability Income Plan, as amended and any successor plan or a determination of a permanent and total disability under a state workers compensation statute and (y) non-U.S. employees, as established by applicable Motorola Mobility policy or as required by local regulations.

“Temporary Layoff” means a layoff or redundancy that is communicated as being for a period of up to twelve months and as including a right to recall under defined circumstances.

Consent to Transfer Personal Data

By accepting this award, you voluntarily acknowledge and consent to the collection, use, processing and transfer of personal data as described in this paragraph. You are not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect your ability to participate in the Plan. Motorola Mobility, its Subsidiaries and your employer hold certain personal information about you, that may include your name, home address and telephone number, date of birth, social security number or other employee identification number, salary, salary grade, hire date, nationality, job title, any shares of stock held in Motorola Mobility, or details of all options or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the Plan (“Data”). Motorola Mobility and/or its Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan, and Motorola Mobility and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Mobility in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States. You authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on your behalf to a broker or other third party with whom you may elect to deposit any shares of stock acquired pursuant to the Plan. You may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting Motorola Mobility; however, withdrawing your consent may affect your ability to participate in the Plan.

Acknowledgement of Discretionary Nature of the Plan; No Vested Rights

You acknowledge and agree that the Plan is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by Motorola Mobility or a Subsidiary, in its sole discretion, at any time. The grant of awards under the Plan is a one-time benefit and does not create any contractual or other right to receive an award in the future or to future employment. Nor shall this or any such grant interfere with your right or the Company’s right to terminate such employment relationship at any time, with or without cause, to the extent permitted by

-4-

Exhibit 10.20

5/08 and 5/09 (A)

applicable laws and any enforceable agreement between you and the Company. Future grants, if any, will be at the sole discretion of Motorola Mobility, including, but not limited to, the timing of any grant, the amount of the award, vesting provisions, and the exercise price.

No Relation to Other Benefits/Termination Indemnities

Your acceptance of this award and participation under the Plan is voluntary. The value of your stock option awarded herein is an extraordinary item of compensation outside the scope of your employment contract, if any. As such, the stock option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments, notwithstanding any provision of any compensation, insurance agreement or benefit plan to the contrary.

Agreement Following Termination of Employment

As a further condition of accepting the Options, you acknowledge and agree that for a period of one year following your termination of employment or service, you will not hire, recruit, solicit or induce, or cause, allow, permit or aid others to hire, recruit, solicit or induce, or to communicate in support of those activities, any employee of Motorola Mobility or a Subsidiary who possesses Confidential Information of Motorola Mobility or a Subsidiary to terminate his/her employment with Motorola Mobility or a Subsidiary and/or to seek employment with your new or prospective employer, or any other company.

You agree that upon termination of employment with Motorola Mobility or a Subsidiary, and for a period of one year thereafter, you will immediately inform Motorola Mobility of (i) the identity of your new employer (or the nature of any start-up business or self-employment), (ii) your new title, and (iii) your job duties and responsibilities. You hereby authorize Motorola Mobility or a Subsidiary to provide a copy of this Award Document to your new employer. You further agree to provide information to Motorola Mobility or a Subsidiary as may from time to time be requested in order to determine your compliance with the terms hereof.

Substitute Stock Appreciation Right

Motorola Mobility reserves the right to substitute a Stock Appreciation Right for your Option in the event certain changes are made in the accounting treatment of stock options. Any substitute Stock Appreciation Right shall be applicable to the same number of shares as your Option and shall have the same Date of Expiration, Exercise Price, and other terms and conditions. Any substitute Stock Appreciation Right may be settled only in common stock.

Acceptance of Terms and Conditions

By accepting the Options, you agree to be bound by these terms and conditions, the Plan, any and all rules and regulations established by Motorola Mobility in connection with awards issued under the Plan, and any additional covenants or promises Motorola Mobility may require as a condition of the grant.

Other Information about Your Options and the Plan

The Plan and the Prospectus for the Plan are available at http://my.mot-mobility.com/go/EquityAwards or send your request to Equity Administration, 6450 Sequence Drive, San Diego, CA 92121 or equityadmin@motorola.com.

-5-

EX-10.21

Exhibit 10.21

1/2009 (E)

MOTOROLA MOBILITY

SUBSTITUTE AWARD DOCUMENT

For the

Motorola Mobility Holdings, Inc. Legacy Incentive Plan

Terms and Conditions Related to Employee Nonqualified Stock Options

Recipient:	Date of Expiration:
Commerce ID#:	Original Number of Options Granted (adjusted):
Original Date of Grant:	Exercise Price (adjusted):
	Number of Options Outstanding as of January 4, 2011 (adjusted):

On the Original Date of Grant (the “Date of Grant”), Motorola, Inc. granted you options to purchase shares of its common stock under the Motorola Omnibus Incentive Plan of 2006. Such options have been assumed by Motorola Mobility Holdings, Inc. (“Motorola Mobility” or the “Company”) through the Motorola Mobility Holdings, Inc. Legacy Incentive Plan (the “Plan”) as of the Distribution Date (as defined in the Plan). The number of options (“Options”) awarded to you and the exercise price per Option (as adjusted, the “Exercise Price”) have been adjusted as stated above to reflect the assumption and substitution of the awards by Motorola Mobility under the terms of the Plan. As adjusted, each Option entitles you to purchase one share of Motorola Mobility’s common stock on the terms described below and in the Plan. Your future vesting and exercise period will be based on your employment or service with Motorola Mobility or a Subsidiary (as defined below). The terms and conditions of this Award Document, including the terms and conditions related to the vesting and expiration of Options upon a “Change of Control”, should be construed and interpreted in accordance with the above, as well as the terms and conditions of the Plan.

Your Options will continue to vest and become exercisable in accordance with the original terms and conditions set forth in the applicable Motorola Plans (as defined in the Plan) and your award agreement having the Original Date of Grant specified above, including any special vesting dates or conditions, with the exception that your vesting on and after January 4, 2011 shall be determined solely by reference to your employment or service with Motorola Mobility or a Subsidiary. For the Number of Options Outstanding as of January 4, 2011 (as adjusted) that are currently vested and exercisable, and those that are scheduled to vest and become exercisable on each future vesting date, you should refer to your on-line account (currently with Morgan Stanley Smith Barney, and reachable at https://www.benefitaccess.com/). You are strongly encouraged to view your on-line account immediately to completely understand your Options and their vesting schedule.

-1-

Exhibit 10.21

1/2009 (E)

Vesting and Exercisability

You cannot exercise the Options until they have vested.

Regular Vesting – The Options will vest according to the terms and conditions described above (subject to the other terms hereof).

Special Vesting – You may be subject to the Special Vesting Dates described below.

Exercisability – You may exercise Options at any time after they vest and before they expire as described below.

Expiration

All Options expire on the earlier of (1) the Date of Expiration as stated above or (2) any of the Special Expiration Dates described below. Once an Option expires, you no longer have the right to exercise it.

Special Vesting Dates and Special Expiration Dates

There are events that cause your Options to vest sooner than the Regular Vesting schedule discussed above or to expire sooner than the Date of Expiration as stated above. Those events are as follows:

Disability- If your employment or service with Motorola Mobility or a Subsidiary is terminated because of your Total and Permanent Disability (as defined below). Options that are not vested will automatically become fully vested upon your termination of employment or service. All your Options will then expire on the earlier of the first anniversary of your termination of employment or service because of your Total and Permanent Disability or the Date of Expiration stated above. Until that time, the Options will be exercisable by you or your guardian or legal representative.

Death- If your employment or service with Motorola Mobility or a Subsidiary is terminated because of your death, Options that are not vested will automatically become fully vested upon your death. All your Options will then expire on the earlier of the first anniversary of your death or the Date of Expiration stated above. Until that time, with written proof of death and inheritance, the Options will be exercisable by your legal representative, legatees or distributees.

Change In Control- If a “Change in Control” of the Company occurs, and the successor corporation (or parent thereof) does not assume these Options or replace them with options that are at least comparable to these Options, then: (1) all of your unvested Options will be fully vested and (2) all of your Options will be exercisable until the Date of Expiration set forth above.

Further, with respect to any Options that are assumed or replaced as described in the preceding paragraph, such assumed or replaced options shall provide that they will be fully vested and exercisable until the Date of Expiration set forth above if you are involuntarily terminated (for a reason other than “Cause”) (as defined below) or if you quit for “Good Reason” (as defined below) within 24 months of the Change in Control. For purposes of this paragraph, the term “Change in Control” is defined in the Plan.

Termination of Employment or Service Because of Serious Misconduct- If Motorola Mobility or a Subsidiary terminates your employment or service because of Serious Misconduct (as defined below) all of your Options (vested and unvested) expire upon your termination.

Change in Employment in Connection with a Mobile Devices Spin-off- If you are involuntarily terminated by Motorola Mobility (for a reason other than “Cause”) (as defined below) or if you quit for “Good Reason” (as defined below) within 24 months following the effective date (the “Mobile Devices Spin-off Effective Date”) of the separation of Motorola, Inc. into two independent publicly traded companies, one of which consists of all or

-2-

Exhibit 10.21

1/2009 (E)

substantially all of the assets and operations of Motorola’s Mobile Devices business, then: (1) all of your unvested Options will be fully vested, and (2) all of your Options will be exercisable until the earlier of (i)18 months following the date of termination or (ii) the Date of Expiration stated above.

Change in Employment in Connection with a Divestiture- If you accept employment with another company in direct connection with a Divestiture (as defined below), all of your unvested Options will automatically expire upon termination of your employment with Motorola Mobility or its Subsidiary, and all of your vested but not yet exercised Options will expire on the earlier of (i) 90 days after such Divestiture or (ii) the Date of Expiration stated above.

Termination of Employment or Service for any Other Reason than Described Above- If your employment or service with Motorola Mobility or a Subsidiary terminates for any reason other than those described above, including voluntary resignation of your employment or service, all of your unvested Options will automatically expire upon termination of your employment or service and all of your vested but not yet exercised Options will expire on the earlier of (i) the date ninety (90) days after the date of termination of your employment or service or (ii) the Date of Expiration stated above.

Leave of Absence/Temporary Layoff

If you take a Leave of Absence from Motorola Mobility or a Subsidiary that your employer has approved in writing in accordance with your employer’s Leave of Absence Policy and from which you have the right to return to work, as determined by Motorola Mobility or a Subsidiary, or you are placed on Temporary Layoff (as defined below) by Motorola Mobility or a Subsidiary, the following will apply:

Vesting of Options- Options will continue to vest in accordance with the terms and conditions set forth above.

Exercising Options- You may exercise Options that are vested or that vest during the Leave of Absence or Temporary Layoff.

Effect of Termination of Employment or Service- If your employment or service is terminated during the Leave of Absence or Temporary Layoff, the treatment of your Options will be determined as described under “Special Vesting Dates and Special Expiration Dates” above.

Other Terms

Adjustments- The Options shall be subject to adjustment as provided in the Plan.

Method of Exercising- You must follow the procedures for exercising options established by Motorola Mobility from time to time. At the time of exercise, you must pay the Exercise Price for all of the Options being exercised and any taxes that are required to be withheld by Motorola Mobility or a Subsidiary in connection with the exercise. Options may not be exercised for less than 50 shares unless the number of shares represented by the Option is less than 50 shares, in which case the Option must be exercised for the remaining amount.

Transferability- Unless the Committee provides, Options are not transferable other than by will or the laws of descent and distribution.

Tax Withholding- Motorola Mobility or a Subsidiary is entitled to withhold an amount equal to the required minimum statutory withholding taxes for the respective tax jurisdictions attributable to any share of common stock deliverable in connection with the exercise of the Options. You may satisfy any minimum withholding obligation and any additional withholding, if desired, by electing to have the plan administrator retain Option shares having a Fair Market Value on the date of exercise equal to the amount to be withheld.

Definition of Terms

If a term is used but not defined, it has the meaning given such term in the Plan.

-3-

Exhibit 10.21

1/2009 (E)

“Cause” means (i) your conviction of any criminal violation involving dishonesty, fraud or breach of trust or (ii) your willful engagement in gross misconduct in the performance of your duties that materially injures Motorola Mobility.

“Confidential Information” means information concerning the Company and its business that is not generally known outside the Company, and includes (A) trade secrets; (B) intellectual property; (C) the Company’s methods of operation and Company processes; (D) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (E) information on customers or potential customers, including customers’ names, sales records, prices, and other terms of sales and Company cost information; (F) Company personnel data; (G) Company business plans, marketing plans, financial data and projections; and (H) information received in confidence by the Company from third parties. Information regarding products, services or technological innovations in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company or one of its affiliates is considering for broader use, shall be deemed generally known until such broader use is actually commercially implemented.

“Divestiture” means a sale, lease, exchange, outsourcing arrangement or any other type of asset transfer or transfer of any portion of a facility or any portion of a discrete organizational unit of Motorola Mobility or a Subsidiary, other than any such sale, lease, exchange, outsourcing arrangement or transfer to a Subsidiary; provided, however, that a Divestiture shall occur if following any such sale, lease, exchange, outsourcing arrangement or transfer to a Subsidiary, more than 50% of the shares of such Subsidiary are distributed to Motorola Mobility shareholders in a spin-off or similar transaction or are sold or transferred to an entity that is not a Subsidiary.

“Fair Market Value” is the closing price for a share of Motorola Mobility common stock on the date of grant or date of exercise, whichever is applicable. The official source for the closing price is the New York Stock Exchange Composite Transaction as reported in the Wall Street Journal at www.online.wsj.com.

“Good Reason” means, without your written consent, (A) you are assigned duties materially inconsistent with your position, duties, responsibilities and status on the Mobile Devices Spin-off Effective Date, or your position, authority, duties or responsibilities are materially diminished from those in effect on the Mobile Devices Spin-off Effective Date, (B) your annual base salary or target incentive opportunity under your annual incentive plan or your target incentive opportunity under any cash-based long-term incentive plan is reduced, each such target incentive opportunity as in effect on the Mobile Devices Spin-off Effective Date, or as the same may be increased from time to time, unless such target incentive opportunity is replaced by a substantially equivalent substitute opportunity or (C) you regularly are required to perform your duties of employment beyond a fifty (50) mile radius from the location of your employment on the Mobile Devices Spin-off Effective Date.

“Serious Misconduct” means any misconduct identified as a ground for termination in the Motorola Mobility Code of Business Conduct, or the human resources policies, or other written policies or procedures.

“Subsidiary” means an entity of which Motorola Mobility owns directly or indirectly at least 50% and that Motorola Mobility consolidates for financial reporting purposes.

“Total and Permanent Disability” means for (x) U.S. employees, entitlement to long-term disability benefits under the Motorola Mobility Disability Income Plan, as amended and any successor plan or a determination of a permanent and total disability under a state workers compensation statute and (y) non-U.S. employees, as established by applicable Motorola Mobility policy or as required by local regulations.

“Temporary Layoff” means a layoff or redundancy that is communicated as being for a period of up to twelve months and as including a right to recall under defined circumstances.

Consent to Transfer Personal Data

By accepting this award, you voluntarily acknowledge and consent to the collection, use, processing and transfer of personal data as described in this paragraph. You are not obliged to consent to such collection, use, processing and

-4-

Exhibit 10.21

1/2009 (E)

transfer of personal data. However, failure to provide the consent may affect your ability to participate in the Plan. Motorola Mobility, its Subsidiaries and your employer hold certain personal information about you, that may include your name, home address and telephone number, date of birth, social security number or other employee identification number, salary, salary grade, hire date, nationality, job title, any shares of stock held in Motorola Mobility, or details of all options or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the Plan (“Data”). Motorola Mobility and/or its Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan, and Motorola Mobility and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Mobility in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States. You authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on your behalf to a broker or other third party with whom you may elect to deposit any shares of stock acquired pursuant to the Plan. You may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting Motorola Mobility; however, withdrawing your consent may affect your ability to participate in the Plan.

Acknowledgement of Discretionary Nature of the Plan; No Vested Rights

You acknowledge and agree that the Plan is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by Motorola Mobility or a Subsidiary, in its sole discretion, at any time. The grant of awards under the Plan is a one-time benefit and does not create any contractual or other right to receive an award in the future or to future employment. Nor shall this or any such grant interfere with your right or the Company’s right to terminate such employment relationship at any time, with or without cause, to the extent permitted by applicable laws and any enforceable agreement between you and the Company. Future grants, if any, will be at the sole discretion of Motorola Mobility, including, but not limited to, the timing of any grant, the amount of the award, vesting provisions, and the exercise price.

No Relation to Other Benefits/Termination Indemnities

Your acceptance of this award and participation under the Plan is voluntary. The value of your stock option awarded herein is an extraordinary item of compensation outside the scope of your employment contract, if any. As such, the stock option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments, notwithstanding any provision of any compensation, insurance agreement or benefit plan to the contrary.

Agreement Following Termination of Employment

As a further condition of accepting the Options, you acknowledge and agree that for a period of one year following your termination of employment or service, you will not hire, recruit, solicit or induce, or cause, allow, permit or aid others to hire, recruit, solicit or induce, or to communicate in support of those activities, any employee of Motorola Mobility or a Subsidiary who possesses Confidential Information of Motorola Mobility or a Subsidiary to terminate his/her employment with Motorola Mobility or a Subsidiary and/or to seek employment with your new or prospective employer, or any other company.

You agree that upon termination of employment with Motorola Mobility or a Subsidiary, and for a period of one year thereafter, you will immediately inform Motorola Mobility of (i) the identity of your new employer (or the nature of any start-up business or self-employment), (ii) your new title, and (iii) your job duties and responsibilities. You hereby authorize Motorola Mobility or a Subsidiary to provide a copy of this Award Document to your new employer. You further agree to provide information to Motorola Mobility or a Subsidiary as may from time to time be requested in order to determine your compliance with the terms hereof.

-5-

Exhibit 10.21

1/2009 (E)

Substitute Stock Appreciation Right

Motorola Mobility reserves the right to substitute a Stock Appreciation Right for your Option in the event certain changes are made in the accounting treatment of stock options. Any substitute Stock Appreciation Right shall be applicable to the same number of shares as your Option and shall have the same Date of Expiration, Exercise Price, and other terms and conditions. Any substitute Stock Appreciation Right may be settled only in common stock.

Acceptance of Terms and Conditions

By accepting the Options, you agree to be bound by these terms and conditions, the Plan, any and all rules and regulations established by Motorola Mobility in connection with awards issued under the Plan, and any additional covenants or promises Motorola Mobility may require as a condition of the grant.

Other Information about Your Options and the Plan

The Plan and the Prospectus for the Plan are available at http://my.mot-mobility.com/go/EquityAwards or send your request to Equity Administration, 6450 Sequence Drive, San Diego, CA 92121 or equityadmin@motorola.com.

-6-

EX-10.22

Exhibit 10.22

2003(C)

MOTOROLA MOBILITY

SUBSTITUTE AWARD DOCUMENT

For the

Motorola Mobility Holdings, Inc. Legacy Incentive Plan

Terms and Conditions Related to Employee Nonqualified Stock Options

Recipient:	Date of Expiration:
Commerce ID#:	Original Number of Options Granted (adjusted):
Original Date of Grant:	Exercise Price (adjusted):
	Number of Options Outstanding as of January 4, 2011 (adjusted):

On the Original Date of Grant (the “Date of Grant”), Motorola, Inc. granted you options to purchase shares of its common stock under the Motorola Omnibus Incentive Plan of 2000. Such options have been assumed by Motorola Mobility Holdings, Inc. (“Motorola Mobility” or the “Company”) through the Motorola Mobility Holdings, Inc. Legacy Incentive Plan (the “Plan”) as of the Distribution Date (as defined in the Plan). The number of options (“Options”) awarded to you and the exercise price per Option (as adjusted, the “Exercise Price”) have been adjusted as stated above to reflect the assumption and substitution of the awards by Motorola Mobility under the terms of the Plan. As adjusted, each Option entitles you to purchase one share of Motorola Mobility’s common stock on the terms described below and in the Plan. Your future vesting and exercise period will be based on your employment or service with Motorola Mobility or a Subsidiary (as defined below). The terms and conditions of this Award Document, including the terms and conditions related to the vesting and expiration of Options upon a Change In Control, should be construed and interpreted in accordance with the above, as well as the terms and conditions of the Plan.

Your Options will continue to vest and become exercisable in accordance with the original terms and conditions set forth in the applicable Motorola Plans (as defined in the Plan) and your award agreement having the Original Date of Grant specified above, including any special vesting dates or conditions, with the exception that your vesting on and after January 4, 2011 shall be determined solely by reference to your employment or service with Motorola Mobility or a Subsidiary. For the Number of Options Outstanding as of January 4, 2011 (as adjusted) that are currently vested and exercisable, and those that are scheduled to vest and become exercisable on each future vesting date, you should refer to your on-line account (currently with Morgan Stanley Smith Barney, and reachable at https://www.benefitaccess.com/). You are strongly encouraged to view your on-line account immediately to completely understand your Options and their vesting schedule.

-1-

Exhibit 10.22

2003(C)

Vesting and Exercisability

You cannot exercise the Options until they have vested.

Regular Vesting – The Options will vest according to the terms and conditions described above (subject to the other terms hereof).

Special Vesting – You may be subject to the Special Vesting Dates described below if your employment or service with Motorola Mobility or a Subsidiary (as defined below) terminates.

Exercisability – You may exercise Options at any time after they vest and before they expire as described below.

Expiration

All Options expire on the earlier of (1) the Date of Expiration as stated above or (2) any of the Special Expiration Dates described below. Once an Option expires, you no longer have the right to exercise it.

Special Vesting Dates and Special Expiration Dates

There are events that cause your Options to vest sooner than the schedule discussed above or to expire sooner than the Date of Expiration as stated above. Those events are as follows:

Retirement - If your employment or service with Motorola Mobility or a Subsidiary is ended because of your Retirement, Options that were granted at least one year prior to your Retirement that are not vested will automatically become fully vested upon your Retirement. Any remaining unvested Options will be forfeited. All your vested Options will then expire on the earlier of the third anniversary of ending your employment or service because of your Retirement or the Date of Expiration stated above. Retirement means (only for purposes of this Option) your retirement from Motorola Mobility or a Subsidiary as follows: (i) Retiring at or after age 55 with 20 years of service; (ii) Retiring at or after age 60 with 10 years of service; (iii) Retiring at or after age 65, without regard to years of service.

Disability- If your employment or service with Motorola Mobility or a Subsidiary is terminated because of your Total and Permanent Disability (as defined below). Options that are not vested will automatically become fully vested upon your termination of employment or service. All your Options will then expire on the earlier of the third anniversary of your termination of employment or service because of your Total and Permanent Disability or the Date of Expiration stated above. Until that time, the Options will be exercisable by you or your guardian or legal representative.

Death- If your employment or service with Motorola Mobility or a Subsidiary is terminated because of your death, Options that are not vested will automatically become fully vested upon your death. All your Options will then expire on the earlier of the third anniversary of your death or the Date of Expiration stated above. Until that time, with written proof of death and inheritance, the Options will be exercisable by your legal representative, legatees or distributees.

Change In Control- If there is a Change In Control of Motorola Mobility (as defined in the Plan), all the unvested Options will automatically become fully vested as described in the Plan. If Motorola Mobility or a Subsidiary terminates your employment or service other than for Serious Misconduct within two years of consummation of a Change In Control, all of your vested Options will be exercisable until the Date of Expiration stated above.

Termination of Employment or Service Because of Serious Misconduct- If Motorola Mobility or a Subsidiary terminates your employment or service because of Serious Misconduct (as defined below) all of your Options (vested and unvested) expire upon your termination.

-2-

Exhibit 10.22

2003(C)

Change in Employment in Connection with a Divestiture- If you accept employment with another company in direct connection with the sale, lease, outsourcing arrangement or any other type of asset transfer or transfer of any portion of a facility or any portion of a discrete organizational unit of Motorola Mobility or a Subsidiary (a “Divestiture”), all of your unvested Options will automatically expire upon termination in direct connection with a Divestiture and your vested Options will expire 12 months after such Divestiture or such shorter period remaining until expiration as set forth above.

Termination of Employment or Service by Motorola Mobility or a Subsidiary Other than for Serious Misconduct or a Divestiture- If Motorola Mobility or a Subsidiary on its initiative, terminates your employment or service other than for Serious Misconduct or a Divestiture, all of your unvested Options will automatically expire upon termination and your vested Options will expire twelve months after your termination of employment or such shorter period remaining until expiration as set forth above.

Termination of Employment or Service for any Other Reason than Described Above- If your employment or service with Motorola Mobility or a Subsidiary terminates for any reason other than that described above, including voluntary resignation of your employment or service, all of your Options (vested and unvested) will automatically expire on the date of termination.

Leave of Absence/Temporary Layoff

If you take a Leave of Absence from Motorola Mobility or a Subsidiary that your employer has approved in writing in accordance with your employer’s Leave of Absence Policy and which does not constitute a termination of employment as determined by Motorola Mobility, or you are placed on Temporary Layoff (as defined below) by Motorola Mobility or a Subsidiary the following will apply:

Vesting of Options- Options will continue to vest in accordance with the terms and conditions set forth above.

Exercising Options- You may exercise Options that are vested or that vest during the leave of absence or layoff.

Effect of Termination of Employment or Service- If your employment or service is terminated during the Leave of Absence or Temporary Layoff, the treatment of your Options will be determined as described under “Special Vesting Dates and Special Expiration Dates” above.

Other Terms

Method of Exercising- You must follow the procedures for exercising options established by Motorola Mobility from time to time. At the time of exercise, you must pay the Exercise Price for all of the Options being exercised and any taxes that are required to be withheld by Motorola Mobility or a Subsidiary in connection with the exercise. Options may not be exercised for less than 50 shares unless the number of shares represented by the Option is less than 50 shares, in which case the Option must be exercised for the remaining amount.

Transferability- Unless the Committee provides, Options are not transferable other than by will or the laws of descent and distribution.

Tax Withholding- Motorola Mobility or a Subsidiary is entitled to withhold an amount equal to the required minimum statutory withholding taxes for the respective tax jurisdictions attributable to any share of common stock deliverable in connection with the exercise of the Options. You may satisfy any withholding obligation in whole or in part by electing to have Motorola Mobility retain Option shares having a Fair Market Value on the date of exercise equal to the minimum amount required to be withheld.

Definition of Terms

If a term is used but not defined, it has the meaning given such term in the Plan.

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Exhibit 10.22

2003(C)

“Fair Market Value” is the closing price for a share of Motorola Mobility common stock on the last trading day before the date of grant or date of exercise, whichever is applicable. The official source for the closing price is the New York Stock Exchange Composite Transaction as reported in the Wall Street Journal, Midwest edition.

“Serious Misconduct” means any misconduct identified as a ground for termination in the Motorola Mobility Code of Business Conduct, or the human resources policies, or other written policies or procedures.

“Subsidiary” means an entity of which Motorola Mobility owns directly or indirectly at least 50% and that Motorola Mobility consolidates for financial reporting purposes.

“Total and Permanent Disability” means for (x) U.S. employees, entitlement to long-term disability benefits under the Motorola Mobility Disability Income Plan, as amended and any successor plan and (y) non-U.S. employees, as established by applicable Motorola Mobility policy or as required by local regulations.

“Temporary Layoff” means a layoff or redundancy that is communicated as being for a period of up to twelve months and as including a right to recall under defined circumstances.

Consent to Transfer Personal Data

By accepting this award, you voluntarily acknowledge and consent to the collection, use, processing and transfer of personal data as described in this paragraph. You are not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect your ability to participate in the Plan. Motorola Mobility, its Subsidiaries and your employer hold certain personal information about you, that may include your name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any shares of stock held in Motorola Mobility, or details of all options or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the Plan (“Data”). Motorola Mobility and/or its Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan, and Motorola Mobility and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Mobility in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States. You authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on your behalf to a broker or other third party with whom you may elect to deposit any shares of stock acquired pursuant to the Plan. You may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting Motorola Mobility; however, withdrawing your consent may affect your ability to participate in the Plan.

Acknowledgement of Discretionary Nature of the Plan; No Vested Rights

You acknowledge and agree that the Plan is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by Motorola Mobility or a Subsidiary, in its sole discretion, at any time. The grant of awards under the Plan is a one-time benefit and does not create any contractual or other right to receive an award in the future. Future grants, if any, will be at the sole discretion of Motorola Mobility, including, but not limited to, the timing of any grant, the amount of the award, vesting provisions, and the exercise price.

Agreement Following Termination of Employment

As a further condition of accepting the Options, you acknowledge and agree that for a period of two years following your termination of employment or service, you will not recruit, solicit or induce, or cause, allow, permit or aid others to recruit, solicit or induce, or to communicate in support of those activities, any employee of Motorola Mobility or a Subsidiary to terminate his/her employment with Motorola Mobility or a Subsidiary and/or to seek employment with your new or prospective employer, or any other company.

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Exhibit 10.22

2003(C)

You agree that upon termination of employment with Motorola Mobility or a Subsidiary, you will immediately inform Motorola Mobility of (i) the identity of your new employer (or the nature of any start-up business or self-employment), (ii) your new title, and (iii) your job duties and responsibilities. You hereby authorize Motorola Mobility or a Subsidiary to provide a copy of this Award Document to your new employer. You further agree to provide information to Motorola Mobility or a Subsidiary as may from time to time be requested in order to determine your compliance with the terms hereof.

Substitute Stock Appreciation Right

Motorola Mobility reserves the right to substitute a Stock Appreciation Right for your Option in the event certain changes are made in the accounting treatment of stock options. Any substitute Stock Appreciation Right shall be applicable to the same number of shares as your Option and shall have the same Date of Expiration, Exercise Price, and other terms and conditions. Any substitute Stock Appreciation Right may be settled only in Common Stock.

Acceptance of Terms and Conditions

By accepting the Options, you agree to be bound by these terms and conditions, the Plan, and any and all rules and regulations established by Motorola Mobility in connection with awards issued under the Plan.

Other Information about Your Options and the Plan

The Plan and the Prospectus for the Plan are available at http://my.mot-mobility.com/go/EquityAwards or send your request to Equity Administration, 6450 Sequence Drive, San Diego, CA 92121 or equityadmin@motorola.com.

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EX-10.23

Exhibit 10.23

RSU H

8/09-1/3/11

RESTRICTED STOCK UNIT SUBSTITUTE AWARD AGREEMENT

This Restricted Stock Unit Award (“Award”) was awarded on «Grant_date» (“Date of Grant”), by Motorola, Inc. to «First_Name» «Last_Name» (the “Grantee”).

WHEREAS, Grantee received the Award under the Motorola Omnibus Incentive Plan of 2006, as amended (the “2006 Omnibus Plan”);

WHEREAS, the Award was made by the Compensation and Leadership Committee (the “Compensation Committee”) of the Board of Directors of Motorola, Inc.;

WHEREAS, such Award has been assumed by Motorola Mobility Holdings, Inc. (and including each of its Subsidiaries, the “Company” or “Motorola Mobility”) through the Motorola Mobility Holdings, Inc. Legacy Incentive Plan (the “Plan”) in connection with the distribution to holders of shares of Motorola, Inc. common stock of the outstanding shares of Company common stock (the “Distribution”);

WHEREAS, the terms of the Award are being amended only as necessary to reflect the assumption and substitution of such Award by Motorola Mobility under the terms of the Plan, including an adjustment to the number and kind of shares underlying the Award and that future vesting will be based on employment or service with Motorola Mobility or a Subsidiary; and

WHEREAS, the terms and conditions of the Award, including the terms and conditions related to the vesting of Units upon a “Change in Control”, should be construed and interpreted in accordance with the terms and conditions of the Plan.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the Company has assumed the restricted stock units awarded to Grantee by Motorola, Inc. on the following terms and conditions:

1. Assumption of Restricted Stock Units. The Company hereby substitutes a total of «Txt_Nbr_of_Shares» [multiply number of unvested RSUs from original grant by Spinco Adjustment Factor] («Whole_Nbr_of_Shares») Motorola Mobility restricted stock units (the “Units”) for the Award granted to Grantee by Motorola, Inc. subject to the terms and conditions set forth below, and subject to adjustment as provided in the Plan. The Units are assumed pursuant to the Plan and are subject to all of the terms and conditions of the Plan.

2. Restrictions. The Units awarded to Grantee are subject to the transfer and forfeiture conditions set forth below (the “Restrictions”):

a. No Assignment. Prior to the vesting of the Units as described in Section 3 below, Grantee may not directly or indirectly, by operation of law or otherwise, voluntarily or involuntarily, sell, assign, pledge, encumber, charge or otherwise transfer any of the Units still subject to Restrictions. The Units shall be forfeited if Grantee violates or attempts to violate these transfer Restrictions.

b. Restricted Conduct. If Grantee engages in any of the conduct described in subparagraphs (i) through (v) below for any reason, in addition to all remedies in law and/or equity available to the Company, any Subsidiary (as defined in Section 20 below) or 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), including the recovery of liquidated damages, Grantee shall forfeit all Units (whether or not vested) and shall immediately pay to the Company, with respect to previously vested Units, an amount equal to (x) the per share Fair Market Value (as defined in Section 20 below) of Motorola Mobility Common Stock (“Common Stock”) on the date on which the Restrictions lapsed with respect to the applicable previously vested Units times (y) the number of shares underlying such previously vested Units, without regard to any taxes that may have been deducted from such amount. For purposes of subparagraphs (i) through (v) below, “Company” or “Motorola Mobility” shall mean Motorola Mobility and/or any of its Subsidiaries.

i. Confidential Information. During the course of Grantee’s employment with the Company or any Subsidiary and thereafter, Grantee uses or discloses, except on behalf of the Company and pursuant to the Company’s directions, any Confidential Information (as defined in Section 20 below); and/or

ii. Solicitation of Employees. During Grantee’s employment and during the Restricted Covenant Period, Grantee hires, recruits, solicits or induces, or causes, allows, permits or aids others to hire, recruit, solicit or induce, or to communicate in support of those activities, any employee of the Company or Predecessor, as the case may be, who possesses Confidential Information (as defined in Section 20 below) to terminate his/her employment with the Company or Predecessor, as the case may be, and/or to seek employment with Grantee’s new or prospective employer, or any other company; and/or

iii. Solicitation of Customers. During Grantee’s employment and during the Restricted Covenant Period, Grantee, directly or indirectly, on behalf of Grantee or any other person, company or entity, solicits or participates in soliciting, products or services competitive with or similar to products or services offered by, manufactured by, designed by or distributed by the Company or Predecessor to any person, company or entity which was a customer or potential customer for such products or services and with which Grantee had direct or indirect contact regarding those products or services or about which Grantee learned Confidential Information (as defined in Section 20 below) at any time during the two years prior to Grantee’s termination of employment with the Company, including any employment with Predecessor; and/or

iv. Non-Competition regarding Products or Services. During Grantee’s employment and during the Restricted Covenant Period, Grantee, directly or indirectly, in any capacity, provides products or services competitive with or similar to products or services offered by the Company or Predecessor to any person, company or entity which was a customer for such products or services and with which customer Grantee had direct or indirect contact regarding those products or services or about which customer Grantee learned Confidential Information at any time during the one year prior to Grantee’s termination of employment with the Company, including any employment with Predecessor; and/or

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v. Non-Competition regarding Activities. During Grantee’s employment and during the Restricted Covenant Period, Grantee engages, including for or on behalf of Predecessor, in activities which are entirely or in part the same as or similar to activities in which Grantee engaged at any time during the one year preceding termination of Grantee’s employment with the Company, for any person, company or entity in connection with products, services or technological developments (existing or planned) that are entirely or in part the same as, similar to, or competitive with, any products, services or technological developments (existing or planned) on which Grantee worked at any time, including for or on behalf of Predecessor, during the one year preceding termination of Grantee’s employment with the Company, including any employment with Predecessor. This paragraph applies in countries in which Grantee has physically been present performing work for the Company, Predecessor or their subsidiaries at any time during the one year preceding termination of Grantee’s employment.

c. Recoupment Policy. If the Grantee is an officer subject to Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) the Units are subject to the terms and conditions of the Company’s Policy Regarding Recoupment of Incentive Payments upon Financial Restatement (such policy, as it may be amended from time to time, the “Recoupment Policy”). The Recoupment Policy provides for determinations by the Company’s independent directors that, as a result of intentional misconduct by Grantee, the Company’s financial results were restated (a “Policy Restatement”). In the event of a Policy Restatement, the Company’s independent directors may require, among other things (a) cancellation of any of the Units that remain outstanding; and/or (b) reimbursement of any gains in respect of the Units, if and to the extent the conditions set forth in the Recoupment Policy apply. Any determinations made by the independent directors in accordance with the Recoupment Policy shall be binding upon Grantee. The Recoupment Policy is in addition to any other remedies which may be otherwise available at law, in equity or under contract, to the Company.

3. Vesting. Subject to the remaining terms and conditions of this Award, and provided the Units have not been forfeited as described in Section 2 above, the Units will vest as follows:

a. Vesting Period. Your Units will continue to vest in accordance with the original terms and conditions set forth in the applicable Motorola Plans (as defined in the Plan) and your award agreement having the Date of Grant specified above, including any special vesting dates or conditions, with the exception that your vesting on and after January 4, 2011 shall be determined solely by reference to your employment or service with Motorola Mobility or a Subsidiary. For the Units that are currently vested, and those that are scheduled to vest on each future vesting date, you should refer to your on-line account (currently with Morgan Stanley Smith Barney, and reachable at https://www.benefitaccess.com/). You are strongly encouraged to view your on-line account immediately to completely understand your Units and their vesting schedule.

i. The period from the Date of Grant through the last vesting date of the Vesting Period is referred to as the “Restriction Period”. Any unvested Units shall be automatically forfeited upon the Grantee’s termination of employment with Motorola Mobility or a Subsidiary prior to the applicable RSU Vesting Date for any reason other than those set forth in Sections 3(b) through (e) below. The Company will not be obligated to pay Grantee any consideration whatsoever for forfeited Units.

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ii. If, during the Restriction Period, the Grantee takes a Leave of Absence (as defined in Section 20 below) from Motorola Mobility or a Subsidiary, the Units will continue to be subject to this Award Agreement. If the Restriction Period expires while the Grantee is on a Leave of Absence, the Grantee will be entitled to the Units even if the Grantee has not returned to active employment.

b. Change in Control. If a Change in Control of the Company occurs and the successor corporation (or parent thereof) does not assume this Award or replace it with a comparable award, then the Units shall be fully vested; provided, further, that with respect to any Award that is assumed or replaced, such assumed or replaced awards shall provide that the Award shall be fully vested for any Participant that is involuntarily terminated (for a reason other than “Cause”) or quits for “Good Reason” within 24 months of the Change in Control. For purposes of this paragraph, the terms “Change in Control”, “Cause” and “Good Reason” are defined in the Plan.

c. Total and Permanent Disability. All unvested Units shall fully vest upon Grantee’s termination of employment with Motorola Mobility and its Subsidiaries due to Total and Permanent Disability (as defined in Section 20 below).

d. Death. All unvested Units shall fully vest upon Grantee’s termination of employment with Motorola Mobility and its Subsidiaries due to death.

e. Certain Terminations of Employment. In the case of Termination due to a Divestiture (as defined in Section 20 below) or if Motorola Mobility or a Subsidiary terminates Grantee’s employment for reasons other than for Serious Misconduct (as defined in Section 20 below) before the expiration of the Restriction Period, and if the Units have not been forfeited as described in Section 2 above, then the Units shall vest on a pro rata basis in an amount equal to (a)(i) the total number of Units subject to this Award, multiplied by (ii) a fraction, the numerator of which is the number of completed full months of service by the Grantee from the Date of Grant to the employee’s date of termination and the denominator of which is the Restriction Period, minus (b) any Units that vested prior to such Termination.

4. Delivery of Certificates or Equivalent.

a. Upon the vesting of the applicable Units described in Section 3 above, the Company shall, at its election, either: (i) establish a brokerage account for the Grantee and credit to that account the number of shares of Common Stock of the Company equal to the number of Units that have vested; or (ii) deliver to the Grantee a certificate representing a number of shares of Common Stock equal to the number of Units that have vested.

b. Subject to Section 22 the actions contemplated by clauses (i) and (ii) above shall occur within 60 days following the date that the applicable Units vested.

5. Whole Shares. All Awards shall be paid in whole shares of Common Stock; no fractional shares shall be credited or delivered to Grantee.

6. Adjustments. The Units shall be subject to adjustment as provided in the Plan.

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7. Dividends. No dividends (or dividend equivalents) shall be paid with respect to Units credited to the Grantee’s account.

8. Withholding Taxes. The Company is entitled to withhold applicable taxes for the respective tax jurisdiction attributable to this Award or any payment made in connection with the Units. With respect to a Grantee who is not subject to Section 16 of the Exchange Act the Company, in its sole discretion, may satisfy its tax withholding responsibilities, in whole or in part, by either (i) electing to withhold a sufficient number of shares of Common Stock otherwise deliverable in connection with the applicable vesting Units, the Fair Market Value of which shall be determined on the applicable RSU Vesting Date in accordance with Section 20 below, to satisfy the Grantee’s minimum statutory tax withholding obligation or (ii) requiring the Grantee to pay, by cash or certified check, the amount necessary to satisfy the Grantee’s minimum statutory tax withholding obligation. With respect to a Grantee who is subject to Section 16 of the Exchange Act, such Grantee may satisfy any minimum statutory withholding obligation, in whole or in part, by either (i) electing to have the Company withhold a sufficient number of shares of Common Stock otherwise deliverable in connection with the applicable vesting Units, the Fair Market Value of which shall be determined on the applicable RSU Vesting Date in accordance with Section 20 below, to satisfy such Grantee’s minimum statutory tax withholding obligation or (ii) paying, by cash or certified check, the amount necessary to satisfy such Grantee’s minimum statutory tax withholding obligation.

9. Voting and Other Rights.

a. Grantee shall have no rights as a stockholder of the Company in respect of the Units, including the right to vote and to receive cash dividends and other distributions until delivery of certificate or equivalent representing shares of Common Stock in satisfaction of the Units.

b. The grant of Units does not confer upon Grantee any right to continue in the employ of the Company or a Subsidiary (as defined in Section 20 below) or to interfere with the right of the Company or a Subsidiary, to terminate Grantee’s employment at any time.

10. Funding. No assets or shares of Common Stock shall be segregated or earmarked by the Company in respect of any Units awarded hereunder. The grant of Units hereunder shall not constitute a trust and shall be solely for the purpose of recording an unsecured contractual obligation of the Company.

11. Nature of Award. By accepting this Award Agreement, the Grantee acknowledges his or her understanding that:

a. the grant of the Award under the 2006 Omnibus Plan was completely at the discretion of Predecessor, and that Motorola Mobility’s decision to assume this Award in no way implies that similar awards may be granted in the future or that Grantee has any guarantee of future employment;

b. neither the assumption and substitution of the Award by the Company nor any future grant of any award by the Company shall interfere with Grantee’s right or the Company’s right to terminate such employment relationship at any time, with or without cause, to the extent permitted by applicable laws and any enforceable agreement between Grantee and the Company;

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c. Grantee has entered into employment with Motorola Mobility or a Subsidiary (as defined in Section 20 below) upon terms that did not include this Award or similar awards, that his or her decision to continue employment is not dependent on an expectation of this Award or similar awards, and that any amount received under this Award is considered an amount in addition to that which the Grantee expects to be paid for the performance of his or her services;

d. Grantee’s acceptance of this Award is voluntary; and

e. the Award is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments, notwithstanding any provision of any compensation, insurance agreement or benefit plan to the contrary.

12. Acknowledgements. With respect to the subject matter of subparagraphs 2b (i) through (v) and Sections 18 and 19 hereof, this Agreement (as defined in Section 20) is the entire agreement with the Company. No waiver of any breach of any provision of this Agreement by the Company shall be construed to be a waiver of any succeeding breach or as a modification of such provision. The provisions of this Agreement shall be severable and in the event that any provision of this Agreement shall be found by any court as specified in Section 19 below to be unenforceable, in whole or in part, the remainder of this Agreement shall nevertheless be enforceable and binding on the parties. Grantee hereby agrees that the court may modify any invalid, overbroad or unenforceable term of this Agreement so that such term, as modified, is valid and enforceable under applicable law. Further, by accepting any Award under this Agreement, Grantee affirmatively states that she or he has not, will not and cannot rely on any representations not expressly made herein.

13. Motorola Mobility Assignment Rights. Motorola Mobility shall have the right to assign this Award Agreement, which shall not affect the validity or enforceability of this Award Agreement. This Award Agreement shall inure to the benefit of assigns and successors of Motorola Mobility and Predecessor.

14. Waiver. The failure of the Company to enforce at any time any provision of this Award Agreement shall in no way be construed to be a waiver of such provision or any other provision hereof.

15. Actions by the Compensation Committee. The Compensation Committee may delegate its authority to administer this Award Agreement. The actions and determinations of the Compensation Committee or its delegate shall be binding upon the parties.

16. Agreement Following Termination of Employment.

a. Grantee agrees that upon termination of employment with Motorola Mobility or a Subsidiary (as defined in Section 20 below) and for a period of one year following the termination of Grantee’s employment with Motorola Mobility or a Subsidiary, Grantee will immediately inform Motorola Mobility of: (i) the identity of any new employer (or the nature of any start-up business or self-employment); (ii) Grantee’s new title; and (iii) Grantee’s job duties and responsibilities.

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b. Grantee hereby authorizes Motorola Mobility or a Subsidiary to provide a copy of this Award Agreement to Grantee’s new employer and/or share such information with Predecessor if deemed relevant to Predecessor’s ability to enforce its rights under this Agreement. Grantee further agrees to provide information to Motorola Mobility or a Subsidiary as may from time to time be requested in order to determine his or her compliance with the terms hereof.

17. Consent to Transfer Personal Data. By accepting this award, Grantee voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this Section. Grantee is not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect Grantee’s ability to participate in the Plan. Motorola Mobility, Predecessor and their Subsidiaries and Grantee’s employer hold certain personal information about the Grantee, that may include his/her name, home address and telephone number, date of birth, social security number or other employee identification number, salary grade, hire data, salary, nationality, job title, any shares of stock held in Motorola Mobility, or details of all restricted stock units or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the Plan (“Data”). Motorola Mobility, Predecessor and/or their Subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of Grantee’s participation in the Plan, and Motorola Mobility and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Mobility in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States. Grantee authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on the Grantee’s behalf to a broker or other third party with whom the Grantee may elect to deposit any shares of stock acquired pursuant to the Plan. Grantee may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting Motorola Mobility; however, withdrawing consent may affect the Grantee’s ability to participate in the Plan.

18. Remedies for Breach. Grantee hereby acknowledges that the harm caused to the Company or Predecessor by the breach or anticipated breach of subparagraphs 2b(i), (ii), (iii), (iv) and/or (v) of this Award Agreement will be irreparable and further agrees the Company or Predecessor may obtain injunctive relief against the Grantee in addition to and cumulative with any other legal or equitable rights and remedies the Company or Predecessor may have pursuant to this Agreement, any other agreements between the Grantee and the Company, or between Grantee and Predecessor, for the protection of Confidential Information (as defined in Section 20 below) or law, including the recovery of liquidated damages. Grantee agrees that any interim or final equitable relief entered by a court of competent jurisdiction, as specified in Section 19 below, will, at the request of the Company, be entered on consent and enforced by any such court having jurisdiction over the Grantee. This relief would occur without prejudice to any rights either party may have to appeal from the proceedings that resulted in any grant of such relief.

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19. Governing Law. All questions concerning the construction, validity and interpretation of this Award shall, unless otherwise provided in the Plan, be governed by and construed according to the law of the State of Illinois without regard to any state’s conflicts of law principles. Any disputes regarding this Award or Award Agreement shall be brought only in the state or federal courts of Illinois.

20. Definitions. Any capitalized terms used herein that are not otherwise defined below or elsewhere in this Award Agreement shall have the same meaning provided under the Plan.

a. “Confidential Information” means information concerning the Company and its business that is not generally known outside the Company, and includes (a) trade secrets; (b) intellectual property; (c) the Company’s methods of operation and Company processes; (d) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (e) information on customers or potential customers, including customers’ names, sales records, prices, and other terms of sales and Company cost information; (f) Company personnel data; (g) Company business plans, marketing plans, financial data and projections; and (h) information received in confidence by the Company from third parties. Information regarding products, services or technological innovations in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company or one of its affiliates is considering for broader use, shall be deemed not generally known until such broader use is actually commercially implemented. For purposes of this definition, “Company” shall include the Company, Predecessor and each of their subsidiaries.

b. “Fair Market Value” for this purpose shall be the closing price for a share of Common Stock on the RSU Vesting Date, as reported for the New York Stock Exchange- Composite Transactions in the Wall Street Journal at www.online.wsj.com. In the event the New York Stock Exchange is not open for trading on the RSU Vesting Date, or if the Common Stock does not trade on such day, Fair Market Value for this purpose shall be the closing price of the Common Stock on the last trading day prior to the RSU Vesting Date.

c. “Leave of Absence” means an approved leave of absence from Motorola Mobility or a Subsidiary from which the employee has a right to return to work, as determined by Motorola Mobility.

d. “Restricted Covenant Period” means the period commencing on the termination of Grantee’s employment with the Company for any reason and ending, (i) in respect of a restriction or limitation relating to Grantee’s employment with Predecessor connected with or in support of activities, products, services, technological developments, customers or potential customers of the business units that are part of Predecessor post-Distribution, one year following the Distribution Date, and (ii) in respect of a restriction or limitation relating to Grantee’s employment with the Company or connected with or in support of activities, products, services, technological developments, customers or potential customers of the business units that are part of the Company post-Distribution, one year following termination of Grantee’s employment with the Company.

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e. “Serious Misconduct” for purposes of this Award Agreement means any misconduct identified as a ground for termination in the Motorola Mobility Code of Business Conduct, or the human resources policies, or other written policies or procedures.

f. “Subsidiary” is any corporation or other entity in which a 50 percent or greater interest is held directly or indirectly by Motorola Mobility and which is consolidated for financial reporting purposes.

g. “Termination due to a Divestiture” for purposes of this Award Agreement means if Grantee accepts employment with another company in direct connection with the sale, lease, outsourcing arrangement or any other type of asset transfer or transfer of any portion of a facility or any portion of a discrete organizational unit of Motorola Mobility or a Subsidiary, or if Grantee remains employed by a Subsidiary that is sold or whose shares are distributed to the Motorola Mobility stockholders in a spin-off or similar transaction (a “Divestiture”).

h. “Total and Permanent Disability” means for: (i) U.S. employees: entitlement to long term disability benefits under the Motorola Mobility Disability Income Plan, as amended and any successor plan or a determination of a permanent and total disability under a state workers compensation statute; or for (ii) Non-U.S. employees: as established by applicable Motorola Mobility policy or as required by local regulations.

21. Additional Terms for Non-U.S. Employees. Repatriation of payments. As a condition to the assumption and substitution of this Award, Grantee agrees to repatriate all payments attributable to the Units acquired under the Plan in accordance with Grantee’s local foreign exchange rules and regulations. In addition, Grantee also agrees to take any and all actions, and consents to any and all actions taken by the Company and its local Subsidiaries, as may be required to allow the Company and its local Subsidiaries to comply with local foreign exchange rules and regulations.

22. 409A Compliance Applicable Only to Grantees Subject to U.S. Tax. Notwithstanding any provision in this Award to the contrary, if the Grantee is a “specified employee” (certain officers of Motorola Mobility within the meaning of Treasury Regulation Section 1.409A- 1(i) and using the identification methodology selected by Motorola Mobility from time to time) on the date of the Grantee’s termination of employment, any payment which would be considered “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), that the Grantee is entitled to receive upon termination of employment and which otherwise would be paid or delivered during the six month period immediately following the date of the Grantee’s termination of employment will instead be paid or delivered on the earlier of (i) the first day of the seventh month following the date of the Grantee’s termination of employment and (ii) death. Notwithstanding any provision in this Award that requires the Company to pay or deliver payments with respect to Units upon vesting (or within 60 days following the date that the applicable Units vest) if the event that causes the applicable Units to vest is not a permissible payment event as defined in Section 409A(a)(2) of the Code, then the payment with respect to such Units will instead be paid or delivered on the earlier of (i) the specified date of payment or delivery originally provided for such Units and (ii) the date of the Grantee’s termination of employment (subject to any delay required by the first sentence of this paragraph). Payment shall be made within 60 days following the applicable

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payment date. For purposes of determining the time of payment or delivery of any payment the Grantee is entitled to receive upon termination of employment, the determination of whether the Grantee has experienced a termination of employment will be determined by Motorola Mobility in a manner consistent with the definition of “separation from service” under the default rules of Section 409A of the Code.

23. Acceptance of Terms and Conditions. By electronically accepting this Award Agreement within 30 days after the date of the electronic mail notification by the Company to Grantee of the grant of this Award (“Email Notification Date”), Grantee agrees to be bound by the foregoing terms and conditions, the Plan, and any and all rules and regulations established by Motorola Mobility in connection with the assumption and substitution of the Award. If Grantee does not electronically accept this Award within 30 days of the Email Notification Date, Grantee will not be entitled to the Units.

24. Plan Documents. The Plan and the Prospectus for the Plan are available at http://my.mot-mobility.com/go/EquityAwards or send your request to Equity Administration, 6450 Sequence Drive, San Diego, CA 92121 or equityadmin@motorola.com.

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EX-10.24

Exhibit 10.24

RSU C

5/09

RESTRICTED STOCK UNIT SUBSTITUTE AWARD AGREEMENT

This Restricted Stock Unit Award (“Award”) was awarded on «Grant_date» (“Date of Grant”), by Motorola, Inc. to «First_Name» «Last_Name» (the “Grantee”).

WHEREAS, Grantee received the Award under the Motorola Omnibus Incentive Plan of 2006, as amended (the “2006 Omnibus Plan”);

WHEREAS, the Award was made by the Compensation and Leadership Committee (the “Compensation Committee”) of the Board of Directors of Motorola, Inc.;

WHEREAS, such Award has been assumed by Motorola Mobility Holdings, Inc. (and including each of its Subsidiaries, the “Company” or “Motorola Mobility”) through the Motorola Mobility Holdings, Inc. Legacy Incentive Plan (the “Plan”) in connection with the distribution to holders of shares of Motorola, Inc. common stock of the outstanding shares of Company common stock (the “Distribution”);

WHEREAS, the terms of the Award are being amended only as necessary to reflect the assumption and substitution of such Award by Motorola Mobility under the terms of the Plan, including an adjustment to the number and kind of shares underlying the Award and that future vesting will be based on employment or service with Motorola Mobility or a Subsidiary; and

WHEREAS, the terms and conditions of the Award, including the terms and conditions related to the vesting of Units upon a “Change in Control”, should be construed and interpreted in accordance with the terms and conditions of the Plan.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the Company has assumed the restricted stock units awarded to Grantee by Motorola, Inc. on the following terms and conditions:

1. Assumption of Restricted Stock Units. The Company hereby substitutes a total of «Txt_Nbr_of_Shares» [multiply number of unvested RSUs from original grant by Spinco Adjustment Factor] («Whole_Nbr_of_Shares») Motorola Mobility restricted stock units (the “Units”) for the Award granted to Grantee by Motorola, Inc. subject to the terms and conditions set forth below, and subject to adjustment as provided in the Plan. The Units are assumed pursuant to the Plan and are subject to all of the terms and conditions of the Plan.

2. Restrictions. The Units awarded to Grantee are subject to the transfer and forfeiture conditions set forth below (the “Restrictions”):

a. No Assignment. Prior to the vesting of the Units as described in Section 3 below, Grantee may not directly or indirectly, by operation of law or otherwise, voluntarily or involuntarily, sell, assign, pledge, encumber, charge or otherwise transfer any of the Units still subject to Restrictions. The Units shall be forfeited if Grantee violates or attempts to violate these transfer Restrictions.

b. Restricted Conduct. If Grantee engages in any of the conduct described in subparagraphs (i) through (v) below for any reason, in addition to all remedies in law and/or equity available to the Company, any Subsidiary (as defined in Section 20 below) or 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), including the recovery of liquidated damages, Grantee shall forfeit all Units (whether or not vested) and shall immediately pay to the Company, with respect to previously vested Units, an amount equal to (x) the per share Fair Market Value (as defined in Section 20 below) of Motorola Mobility Common Stock (“Common Stock”) on the date on which the Restrictions lapsed with respect to the applicable previously vested Units times (y) the number of shares underlying such previously vested Units, without regard to any taxes that may have been deducted from such amount. For purposes of subparagraphs (i) through (v) below, “Company” or “Motorola Mobility” shall mean Motorola Mobility and/or any of its Subsidiaries.

i. Confidential Information. During the course of Grantee’s employment with the Company or any Subsidiary and thereafter, Grantee uses or discloses, except on behalf of the Company and pursuant to the Company’s directions, any Confidential Information (as defined in Section 20 below); and/or

ii. Solicitation of Employees. During Grantee’s employment and during the Restricted Covenant Period, Grantee hires, recruits, solicits or induces, or causes, allows, permits or aids others to hire, recruit, solicit or induce, or to communicate in support of those activities, any employee of the Company or Predecessor, as the case may be, who possesses Confidential Information (as defined in Section 20 below) to terminate his/her employment with the Company or Predecessor, as the case may be, and/or to seek employment with Grantee’s new or prospective employer, or any other company; and/or

iii. Solicitation of Customers. During Grantee’s employment and during the Restricted Covenant Period, Grantee, directly or indirectly, on behalf of Grantee or any other person, company or entity, solicits or participates in soliciting, products or services competitive with or similar to products or services offered by, manufactured by, designed by or distributed by the Company or Predecessor to any person, company or entity which was a customer or potential customer for such products or services and with which Grantee had direct or indirect contact regarding those products or services or about which Grantee learned Confidential Information (as defined in Section 20 below) at any time during the two years prior to Grantee’s termination of employment with the Company, including any employment with Predecessor; and/or

iv. Non-Competition regarding Products or Services. During Grantee’s employment and during the Restricted Covenant Period, Grantee, directly or indirectly, in any capacity, provides products or services competitive with or similar to products or services offered by the Company or Predecessor to any person, company or entity which was a customer for such products or services and with which customer Grantee had direct or indirect contact regarding those products or services or about which customer Grantee learned Confidential Information at any time during the one year prior to Grantee’s termination of employment with the Company, including any employment with Predecessor; and/or

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v. Non-Competition regarding Activities. During Grantee’s employment and during the Restricted Covenant Period, Grantee engages, including for or on behalf of Predecessor, in activities which are entirely or in part the same as or similar to activities in which Grantee engaged at any time during the one year preceding termination of Grantee’s employment with the Company, for any person, company or entity in connection with products, services or technological developments (existing or planned) that are entirely or in part the same as, similar to, or competitive with, any products, services or technological developments (existing or planned) on which Grantee worked at any time, including for or on behalf of Predecessor, during the one year preceding termination of Grantee’s employment with the Company, including any employment with Predecessor. This paragraph applies in countries in which Grantee has physically been present performing work for the Company, Predecessor or their subsidiaries at any time during the one year preceding termination of Grantee’s employment.

c. Recoupment Policy. If the Grantee is an officer subject to Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) the Units are subject to the terms and conditions of the Company’s Policy Regarding Recoupment of Incentive Payments upon Financial Restatement (such policy, as it may be amended from time to time, the “Recoupment Policy”). The Recoupment Policy provides for determinations by the Company’s independent directors that, as a result of intentional misconduct by Grantee, the Company’s financial results were restated (a “Policy Restatement”). In the event of a Policy Restatement, the Company’s independent directors may require, among other things (a) cancellation of any of the Units that remain outstanding; and/or (b) reimbursement of any gains in respect of the Units, if and to the extent the conditions set forth in the Recoupment Policy apply. Any determinations made by the independent directors in accordance with the Recoupment Policy shall be binding upon Grantee. The Recoupment Policy is in addition to any other remedies which may be otherwise available at law, in equity or under contract, to the Company.

3. Vesting. Subject to the remaining terms and conditions of this Award, and provided the Units have not been forfeited as described in Section 2 above, the Units will vest as follows:

a. Vesting Period. Your Units will continue to vest in accordance with the original terms and conditions set forth in the applicable Motorola Plans (as defined in the Plan) and your award agreement having the Date of Grant specified above, including any special vesting dates or conditions, with the exception that your vesting on and after January 4, 2011 shall be determined solely by reference to your employment or service with Motorola Mobility or a Subsidiary. For the Units that are currently vested, and those that are scheduled to vest on each future vesting date, you should refer to your on-line account (currently with Morgan Stanley Smith Barney, and reachable at https://www.benefitaccess.com/). You are strongly encouraged to view your on-line account immediately to completely understand your Units and their vesting schedule.

i. The period from the Date of Grant through the last vesting date of the Vesting Period is referred to as the “Restriction Period”. Any unvested Units shall be automatically forfeited upon the Grantee’s termination of employment with Motorola Mobility or a Subsidiary prior to the applicable RSU Vesting Date for any reason other than those set forth in Sections 3(b) through (e) below. The Company will not be obligated to pay Grantee any consideration whatsoever for forfeited Units.

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ii. If, during the Restriction Period, the Grantee takes a Leave of Absence (as defined in Section 20 below) from Motorola Mobility or a Subsidiary, the Units will continue to be subject to this Award Agreement. If the Restriction Period expires while the Grantee is on a Leave of Absence, the Grantee will be entitled to the Units even if the Grantee has not returned to active employment.

b. Change in Control. If a Change in Control of the Company occurs and the successor corporation (or parent thereof) does not assume this Award or replace it with a comparable award, then the Units shall be fully vested; provided, further, that with respect to any Award that is assumed or replaced, such assumed or replaced awards shall provide that the Award shall be fully vested for any Participant that is involuntarily terminated (for a reason other than “Cause”) or quits for “Good Reason” within 24 months of the Change in Control. For purposes of this paragraph, the terms “Change in Control”, “Cause” and “Good Reason” are defined in the Plan.

c. Total and Permanent Disability. All unvested Units shall fully vest upon Grantee’s termination of employment with Motorola Mobility and its Subsidiaries due to Total and Permanent Disability (as defined in Section 20 below).

d. Death. All unvested Units shall fully vest upon Grantee’s termination of employment with Motorola Mobility and its Subsidiaries due to death.

e. Certain Terminations of Employment. In the case of Termination due to a Divestiture (as defined in Section 20 below) or if Motorola Mobility or a Subsidiary terminates Grantee’s employment for reasons other than for Serious Misconduct (as defined in Section 20 below) before the expiration of the Restriction Period, and if the Units have not been forfeited as described in Section 2 above, then the Units shall vest on a pro rata basis in an amount equal to (a)(i) the total number of Units subject to this Award, multiplied by (ii) a fraction, the numerator of which is the number of completed full years of service by the Grantee from the Date of Grant to the employee’s date of termination and the denominator of which is the Restriction Period, minus (b) any Units that vested prior to such Termination.

4. Delivery of Certificates or Equivalent.

a. Upon the vesting of the applicable Units described in Section 3 above, the Company shall, at its election, either: (i) establish a brokerage account for the Grantee and credit to that account the number of shares of Common Stock of the Company equal to the number of Units that have vested; or (ii) deliver to the Grantee a certificate representing a number of shares of Common Stock equal to the number of Units that have vested.

b. Subject to Section 22, the actions contemplated by clauses (i) and (ii) above shall occur within 60 days following the date that the applicable Units vested.

5. Whole Shares. All Awards shall be paid in whole shares of Common Stock; no fractional shares shall be credited or delivered to Grantee.

6. Adjustments. The Units shall be subject to adjustment as provided in the Plan.

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7. Dividends. No dividends (or dividend equivalents) shall be paid with respect to Units credited to the Grantee’s account.

8. Withholding Taxes. The Company is entitled to withhold applicable taxes for the respective tax jurisdiction attributable to this Award or any payment made in connection with the Units. With respect to a Grantee who is not subject to Section 16 of the Exchange Act the Company, in its sole discretion, may satisfy its tax withholding responsibilities, in whole or in part, by either (i) electing to withhold a sufficient number of shares of Common Stock otherwise deliverable in connection with the applicable vesting Units, the Fair Market Value of which shall be determined on the applicable RSU Vesting Date in accordance with Section 20 below, to satisfy the Grantee’s minimum statutory tax withholding obligation or (ii) requiring the Grantee to pay, by cash or certified check, the amount necessary to satisfy the Grantee’s minimum statutory tax withholding obligation. With respect to a Grantee who is subject to Section 16 of the Exchange Act, such Grantee may satisfy any minimum statutory withholding obligation, in whole or in part, by either (i) electing to have the Company withhold a sufficient number of shares of Common Stock otherwise deliverable in connection with the applicable vesting Units, the Fair Market Value of which shall be determined on the applicable RSU Vesting Date in accordance with Section 20 below, to satisfy such Grantee’s minimum statutory tax withholding obligation or (ii) paying, by cash or certified check, the amount necessary to satisfy such Grantee’s minimum statutory tax withholding obligation.

9. Voting and Other Rights.

a. Grantee shall have no rights as a stockholder of the Company in respect of the Units, including the right to vote and to receive cash dividends and other distributions until delivery of certificate or equivalent representing shares of Common Stock in satisfaction of the Units.

b. The grant of Units does not confer upon Grantee any right to continue in the employ of the Company or a Subsidiary (as defined in Section 20 below) or to interfere with the right of the Company or a Subsidiary, to terminate Grantee’s employment at any time.

10. Funding. No assets or shares of Common Stock shall be segregated or earmarked by the Company in respect of any Units awarded hereunder. The grant of Units hereunder shall not constitute a trust and shall be solely for the purpose of recording an unsecured contractual obligation of the Company.

11. Nature of Award. By accepting this Award Agreement, the Grantee acknowledges his or her understanding that:

a. the grant of the Award under the 2006 Omnibus Plan was completely at the discretion of Predecessor, and that Motorola Mobility’s decision to assume this Award in no way implies that similar awards may be granted in the future or that Grantee has any guarantee of future employment;

b. neither the assumption and substitution of the Award by the Company nor any future grant of any award by the Company shall interfere with Grantee’s right or the Company’s right to terminate such employment relationship at any time, with or without cause, to the extent permitted by applicable laws and any enforceable agreement between Grantee and the Company;

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c. Grantee has entered into employment with Motorola Mobility or a Subsidiary (as defined in Section 20 below) upon terms that did not include this Award or similar awards, that his or her decision to continue employment is not dependent on an expectation of this Award or similar awards, and that any amount received under this Award is considered an amount in addition to that which the Grantee expects to be paid for the performance of his or her services;

d. Grantee’s acceptance of this Award is voluntary; and

e. the Award is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments, notwithstanding any provision of any compensation, insurance agreement or benefit plan to the contrary.

12. Acknowledgements. With respect to the subject matter of subparagraphs 2b (i) through (v) and Sections 18 and 19 hereof, this Agreement (as defined in Section 20) is the entire agreement with the Company. No waiver of any breach of any provision of this Agreement by the Company shall be construed to be a waiver of any succeeding breach or as a modification of such provision. The provisions of this Agreement shall be severable and in the event that any provision of this Agreement shall be found by any court as specified in Section 19 below to be unenforceable, in whole or in part, the remainder of this Agreement shall nevertheless be enforceable and binding on the parties. Grantee hereby agrees that the court may modify any invalid, overbroad or unenforceable term of this Agreement so that such term, as modified, is valid and enforceable under applicable law. Further, by accepting any Award under this Agreement, Grantee affirmatively states that she or he has not, will not and cannot rely on any representations not expressly made herein.

13. Motorola Mobility Assignment Rights. Motorola Mobility shall have the right to assign this Award Agreement, which shall not affect the validity or enforceability of this Award Agreement. This Award Agreement shall inure to the benefit of assigns and successors of Motorola Mobility and Predecessor.

14. Waiver. The failure of the Company to enforce at any time any provision of this Award Agreement shall in no way be construed to be a waiver of such provision or any other provision hereof.

15. Actions by the Compensation Committee. The Compensation Committee may delegate its authority to administer this Award Agreement. The actions and determinations of the Compensation Committee or its delegate shall be binding upon the parties.

16. Agreement Following Termination of Employment.

a. Grantee agrees that upon termination of employment with Motorola Mobility or a Subsidiary (as defined in Section 20 below) and for a period of one year following the termination of Grantee’s employment with Motorola Mobility or a Subsidiary, Grantee will immediately inform Motorola Mobility of: (i) the identity of any new employer (or the nature of any start-up business or self-employment); (ii) Grantee’s new title; and (iii) Grantee’s job duties and responsibilities.

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b. Grantee hereby authorizes Motorola Mobility or a Subsidiary to provide a copy of this Award Agreement to Grantee’s new employer and/or share such information with Predecessor if deemed relevant to Predecessor’s ability to enforce its rights under this Agreement. Grantee further agrees to provide information to Motorola Mobility or a Subsidiary as may from time to time be requested in order to determine his or her compliance with the terms hereof.

17. Consent to Transfer Personal Data. By accepting this award, Grantee voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this Section. Grantee is not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect Grantee’s ability to participate in the Plan. Motorola Mobility, Predecessor and their Subsidiaries and Grantee’s employer hold certain personal information about the Grantee, that may include his/her name, home address and telephone number, date of birth, social security number or other employee identification number, salary grade, hire data, salary, nationality, job title, any shares of stock held in Motorola Mobility, or details of all restricted stock units or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the Plan (“Data”). Motorola Mobility, Predecessor and/or their Subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of Grantee’s participation in the Plan, and Motorola Mobility and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Mobility in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States. Grantee authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on the Grantee’s behalf to a broker or other third party with whom the Grantee may elect to deposit any shares of stock acquired pursuant to the Plan. Grantee may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting Motorola Mobility; however, withdrawing consent may affect the Grantee’s ability to participate in the Plan.

18. Remedies for Breach. Grantee hereby acknowledges that the harm caused to the Company or Predecessor by the breach or anticipated breach of subparagraphs 2b(i), (ii), (iii), (iv) and/or (v) of this Award Agreement will be irreparable and further agrees the Company or Predecessor may obtain injunctive relief against the Grantee in addition to and cumulative with any other legal or equitable rights and remedies the Company or Predecessor may have pursuant to this Agreement, any other agreements between the Grantee and the Company, or between Grantee and Predecessor, for the protection of Confidential Information (as defined in Section 20 below) or law, including the recovery of liquidated damages. Grantee agrees that any interim or final equitable relief entered by a court of competent jurisdiction, as specified in Section 19 below, will, at the request of the Company, be entered on consent and enforced by any such court having jurisdiction over the Grantee. This relief would occur without prejudice to any rights either party may have to appeal from the proceedings that resulted in any grant of such relief.

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19. Governing Law. All questions concerning the construction, validity and interpretation of this Award shall, unless otherwise provided in the Plan, be governed by and construed according to the law of the State of Illinois without regard to any state’s conflicts of law principles. Any disputes regarding this Award or Award Agreement shall be brought only in the state or federal courts of Illinois.

20. Definitions. Any capitalized terms used herein that are not otherwise defined below or elsewhere in this Award Agreement shall have the same meaning provided under the Plan.

a. “Confidential Information” means information concerning the Company and its business that is not generally known outside the Company, and includes (a) trade secrets; (b) intellectual property; (c) the Company’s methods of operation and Company processes; (d) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (e) information on customers or potential customers, including customers’ names, sales records, prices, and other terms of sales and Company cost information; (f) Company personnel data; (g) Company business plans, marketing plans, financial data and projections; and (h) information received in confidence by the Company from third parties. Information regarding products, services or technological innovations in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company or one of its affiliates is considering for broader use, shall be deemed not generally known until such broader use is actually commercially implemented. For purposes of this definition, “Company” shall include the Company, Predecessor and each of their subsidiaries.

b. “Fair Market Value” for this purpose shall be the closing price for a share of Common Stock on the RSU Vesting Date, as reported for the New York Stock Exchange- Composite Transactions in the Wall Street Journal at www.online.wsj.com. In the event the New York Stock Exchange is not open for trading on the RSU Vesting Date, or if the Common Stock does not trade on such day, Fair Market Value for this purpose shall be the closing price of the Common Stock on the last trading day prior to the RSU Vesting Date.

c. “Leave of Absence” means an approved leave of absence from Motorola Mobility or a Subsidiary from which the employee has a right to return to work, as determined by Motorola Mobility.

d. “Restricted Covenant Period” means the period commencing on the termination of Grantee’s employment with the Company for any reason and ending, (i) in respect of a restriction or limitation relating to Grantee’s employment with Predecessor connected with or in support of activities, products, services, technological developments, customers or potential customers of the business units that are part of Predecessor post-Distribution, one year following the Distribution Date, and (ii) in respect of a restriction or limitation relating to Grantee’s employment with the Company or connected with or in support of activities, products, services, technological developments, customers or potential customers of the business units that are part of the Company post-Distribution, one year following termination of Grantee’s employment with the Company.

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e. “Serious Misconduct” for purposes of this Award Agreement means any misconduct identified as a ground for termination in the Motorola Mobility Code of Business Conduct, or the human resources policies, or other written policies or procedures.

f. “Subsidiary” is any corporation or other entity in which a 50 percent or greater interest is held directly or indirectly by Motorola Mobility and which is consolidated for financial reporting purposes.

g. “Termination due to a Divestiture” for purposes of this Award Agreement means if Grantee accepts employment with another company in direct connection with the sale, lease, outsourcing arrangement or any other type of asset transfer or transfer of any portion of a facility or any portion of a discrete organizational unit of Motorola Mobility or a Subsidiary, or if Grantee remains employed by a Subsidiary that is sold or whose shares are distributed to the Motorola Mobility stockholders in a spin-off or similar transaction (a “Divestiture”).

h. “Total and Permanent Disability” means for: (i) U.S. employees: entitlement to long term disability benefits under the Motorola Mobility Disability Income Plan, as amended and any successor plan or a determination of a permanent and total disability under a state workers compensation statute; or for (ii) Non-U.S. employees: as established by applicable Motorola Mobility policy or as required by local regulations.

21. Additional Terms for Non-U.S. Employees.

a. Repatriation of payments. As a condition to the assumption and substitution of this Award, Grantee agrees to repatriate all payments attributable to the Units acquired under the Plan in accordance with Grantee’s local foreign exchange rules and regulations. In addition, Grantee also agrees to take any and all actions, and consents to any and all actions taken by the Company and its local Subsidiaries, as may be required to allow the Company and its local Subsidiaries to comply with local foreign exchange rules and regulations.

b. Fringe Benefit Tax India. As a condition to the grant of Grantee’s Units and subject to any limitations imposed under local law and in the Company’s sole discretion, the Company and/or its local Subsidiaries are hereby expressly authorized to deduct the appropriate fringe benefit tax from Grantee’s salary or any other cash payments due Grantee as reimbursement of the fringe benefit, or may withhold a sufficient number of whole Shares otherwise deliverable to Grantee upon vesting of Grantee’s Units to satisfy the appropriate fringe benefit tax that is reimbursable to the Company and/or its local Subsidiaries.

22. 409A Compliance Applicable Only to Grantees Subject to U.S. Tax. Notwithstanding any provision in this Award to the contrary, if the Grantee is a “specified employee” (certain officers of Motorola Mobility within the meaning of Treasury Regulation Section 1.409A- 1(i) and using the identification methodology selected by Motorola Mobility from time to time) on the date of the Grantee’s termination of employment, any payment which would be considered “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), that the Grantee is entitled to receive upon termination of employment and which otherwise would be paid or delivered during the six month period immediately following the date of the Grantee’s termination of employment will instead

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be paid or delivered on the earlier of (i) the first day of the seventh month following the date of the Grantee’s termination of employment and (ii) death. Notwithstanding any provision in this Award that requires the Company to pay or deliver payments with respect to Units upon vesting (or within 60 days following the date that the applicable Units vest) if the event that causes the applicable Units to vest is not a permissible payment event as defined in Section 409A(a)(2) of the Code, then the payment with respect to such Units will instead be paid or delivered on the earlier of (i) the specified date of payment or delivery originally provided for such Units and (ii) the date of the Grantee’s termination of employment (subject to any delay required by the first sentence of this paragraph). Payment shall be made within 60 days following the applicable payment date. For purposes of determining the time of payment or delivery of any payment the Grantee is entitled to receive upon termination of employment, the determination of whether the Grantee has experienced a termination of employment will be determined by Motorola Mobility in a manner consistent with the definition of “separation from service” under the default rules of Section 409A of the Code.

23. Acceptance of Terms and Conditions. By electronically accepting this Award Agreement within 30 days after the date of the electronic mail notification by the Company to Grantee of the grant of this Award (“Email Notification Date”), Grantee agrees to be bound by the foregoing terms and conditions, the Plan, and any and all rules and regulations established by Motorola Mobility in connection with the assumption and substitution of the Award. If Grantee does not electronically accept this Award within 30 days of the Email Notification Date, Grantee will not be entitled to the Units.

24. Plan Documents. The Plan and the Prospectus for the Plan are available at http://my.mot-mobility.com/go/EquityAwards or send your request to Equity Administration, 6450 Sequence Drive, San Diego, CA 92121 or equityadmin@motorola.com.

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EX-10.25

Exhibit 10.25

RSU A

6/2008

RESTRICTED STOCK UNIT SUBSTITUTE AWARD AGREEMENT

This Restricted Stock Unit Award (“Award”) was awarded on «Grant_date» (“Date of Grant”), by Motorola, Inc. to «First_Name» «Last_Name» (the “Grantee”).

WHEREAS, Grantee received the Award under the Motorola Omnibus Incentive Plan of 2006, as amended (the “2006 Omnibus Plan”);

WHEREAS, the Award was made by the Compensation and Leadership Committee (the “Compensation Committee”) of the Board of Directors of Motorola, Inc.;

WHEREAS, such Award has been assumed by Motorola Mobility Holdings, Inc. (and including each of its Subsidiaries, the “Company” or “Motorola Mobility”) through the Motorola Mobility Holdings, Inc. Legacy Incentive Plan (the “Plan”) in connection with the distribution to holders of shares of Motorola, Inc. common stock of the outstanding shares of Company common stock (the “Distribution”);

WHEREAS, the terms of the Award are being amended only as necessary to reflect the assumption and substitution of such Award by Motorola Mobility under the terms of the Plan, including an adjustment to the number and kind of shares underlying the Award and that future vesting will be based on employment or service with Motorola Mobility or a Subsidiary; and

WHEREAS, the terms and conditions of the Award, including the terms and conditions related to the vesting of Units upon a “Change in Control”, should be construed and interpreted in accordance with the terms and conditions of the Plan.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the Company has assumed the restricted stock units awarded to Grantee by Motorola, Inc. on the following terms and conditions:

1. Assumption of Restricted Stock Units. The Company hereby substitutes a total of «Txt_Nbr_of_Shares» [multiply number of unvested RSUs from original grant by Spinco Adjustment Factor] («Whole_Nbr_of_Shares») Motorola Mobility restricted stock units (the “Units”) for the Award granted to Grantee by Motorola, Inc. subject to the terms and conditions set forth below, and subject to adjustment as provided in the Plan. The Units are assumed pursuant to the Plan and are subject to all of the terms and conditions of the Plan.

2. Restrictions. The Units awarded to Grantee are subject to the transfer and forfeiture conditions set forth below (the “Restrictions”):

a. No Assignment. Prior to the vesting of the Units as described in Section 3 below, Grantee may not directly or indirectly, by operation of law or otherwise, voluntarily or involuntarily, sell, assign, pledge, encumber, charge or otherwise transfer any of the Units still subject to Restrictions. The Units shall be forfeited if Grantee violates or attempts to violate these transfer Restrictions.

b. Restricted Conduct. If Grantee engages in any of the conduct described in subparagraphs (i) through (v) below for any reason, in addition to all remedies in law and/or equity available to the Company, any Subsidiary (as defined in Section 20 below) or 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), including the recovery of liquidated damages, Grantee shall forfeit all Units (whether or not vested) and shall immediately pay to the Company, with respect to previously vested Units, an amount equal to (x) the per share Fair Market Value (as defined in Section 20 below) of Motorola Mobility Common Stock (“Common Stock”) on the date on which the Restrictions lapsed with respect to the applicable previously vested Units times (y) the number of shares underlying such previously vested Units, without regard to any taxes that may have been deducted from such amount. For purposes of subparagraphs (i) through (v) below, “Company” or “Motorola Mobility” shall mean Motorola Mobility and/or any of its Subsidiaries.

i. Confidential Information. During the course of Grantee’s employment with the Company or any Subsidiary and thereafter, Grantee uses or discloses, except on behalf of the Company and pursuant to the Company’s directions, any Confidential Information (as defined in Section 20 below); and/or

ii. Solicitation of Employees. During Grantee’s employment and during the Restricted Covenant Period, Grantee hires, recruits, solicits or induces, or causes, allows, permits or aids others to hire, recruit, solicit or induce, or to communicate in support of those activities, any employee of the Company or Predecessor, as the case may be, who possesses Confidential Information (as defined in Section 20 below) to terminate his/her employment with the Company or Predecessor, as the case may be, and/or to seek employment with Grantee’s new or prospective employer, or any other company; and/or

iii. Solicitation of Customers. During Grantee’s employment and during the Restricted Covenant Period, Grantee, directly or indirectly, on behalf of Grantee or any other person, company or entity, solicits or participates in soliciting, products or services competitive with or similar to products or services offered by, manufactured by, designed by or distributed by the Company or Predecessor to any person, company or entity which was a customer or potential customer for such products or services and with which Grantee had direct or indirect contact regarding those products or services or about which Grantee learned Confidential Information (as defined in Section 20 below) at any time during the two years prior to Grantee’s termination of employment with the Company, including any employment with Predecessor; and/or

iv. Non-Competition regarding Products or Services. During Grantee’s employment and during the Restricted Covenant Period, Grantee, directly or indirectly, in any capacity, provides products or services competitive with or similar to products or services offered by the Company or Predecessor to any person, company or entity which was a customer for such products or services and with which customer Grantee had direct or indirect contact regarding those products or services or about which customer Grantee learned Confidential Information at any time during the one year prior to Grantee’s termination of employment with the Company, including any employment with Predecessor; and/or

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v. Non-Competition regarding Activities. During Grantee’s employment and during the Restricted Covenant Period, Grantee engages, including for or on behalf of Predecessor, in activities which are entirely or in part the same as or similar to activities in which Grantee engaged at any time during the one year preceding termination of Grantee’s employment with the Company, for any person, company or entity in connection with products, services or technological developments (existing or planned) that are entirely or in part the same as, similar to, or competitive with, any products, services or technological developments (existing or planned) on which Grantee worked at any time, including for or on behalf of Predecessor, during the one year preceding termination of Grantee’s employment with the Company, including any employment with Predecessor. This paragraph applies in countries in which Grantee has physically been present performing work for the Company, Predecessor or their subsidiaries at any time during the one year preceding termination of Grantee’s employment.

c. Recoupment Policy. If the Grantee is an officer subject to Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) the Units are subject to the terms and conditions of the Company’s Policy Regarding Recoupment of Incentive Payments upon Financial Restatement (such policy, as it may be amended from time to time, the “Recoupment Policy”). The Recoupment Policy provides for determinations by the Company’s independent directors that, as a result of intentional misconduct by Grantee, the Company’s financial results were restated (a “Policy Restatement”). In the event of a Policy Restatement, the Company’s independent directors may require, among other things (a) cancellation of any of the Units that remain outstanding; and/or (b) reimbursement of any gains in respect of the Units, if and to the extent the conditions set forth in the Recoupment Policy apply. Any determinations made by the independent directors in accordance with the Recoupment Policy shall be binding upon Grantee. The Recoupment Policy is in addition to any other remedies which may be otherwise available at law, in equity or under contract, to the Company.

3. Vesting. Subject to the remaining terms and conditions of this Award, and provided the Units have not been forfeited as described in Section 2 above, the Units will vest as follows:

a. Vesting Period. Your Units will continue to vest in accordance with the original terms and conditions set forth in the applicable Motorola Plans (as defined in the Plan) and your award agreement having the Date of Grant specified above, including any special vesting dates or conditions, with the exception that your vesting on and after January 4, 2011 shall be determined solely by reference to your employment or service with Motorola Mobility or a Subsidiary. For the Units that are currently vested, and those that are scheduled to vest on each future vesting date, you should refer to your on-line account (currently with Morgan Stanley Smith Barney, and reachable at https://www.benefitaccess.com/). You are strongly encouraged to view your on-line account immediately to completely understand your Units and their vesting schedule

i. (x) if Grantee is continuously employed by Motorola Mobility through the date that is 180 days after the effective date of the Distribution (such effective date, the “Distribution Date”), or (y) if Grantee’s employment with Motorola Mobility is involuntarily terminated by Motorola Mobility for a reason other than Cause (as defined in Section 20 below) or Grantee quits for Good Reason (as defined in Section 20 below) within 180 days following the Distribution Date.

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ii. The period from the Date of Grant through the last RSU Vesting Date set forth above is referred to as the “Restriction Period”. Any unvested Units shall be automatically forfeited upon the Grantee’s termination of employment with Motorola Mobility or a Subsidiary prior to the applicable RSU Vesting Date for any reason other than as set forth in (a)(iii) above or those set forth in Sections 3(b) through (d) below. The Company will not be obligated to pay Grantee any consideration whatsoever for forfeited Units. If, during the Restriction Period, the Grantee takes a Leave of Absence (as defined in Section 20 below) from Motorola Mobility or a Subsidiary, the Units will continue to be subject to this Award Agreement. If the Restriction Period expires while the Grantee is on a Leave of Absence, the Grantee will be entitled to the Units even if the Grantee has not returned to active employment.

b. Change in Control. If a Change in Control of the Company occurs and the successor corporation (or parent thereof) does not assume this Award or replace it with a comparable award, then the Units shall be fully vested; provided, further, that with respect to any Award that is assumed or replaced, such assumed or replaced awards shall provide that the Award shall be fully vested for any Participant that is involuntarily terminated (for a reason other than “Cause”) or quits for “Good Reason” within 24 months of the Change in Control. For purposes of this paragraph, the term “Change in Control” is defined in the Plan.

c. Total and Permanent Disability. All unvested Units shall fully vest upon Grantee’s termination of employment with Motorola Mobility and its Subsidiaries due to Total and Permanent Disability (as defined in Section 20 below).

d. Death. All unvested Units shall fully vest upon Grantee’s termination of employment with Motorola Mobility and its Subsidiaries due to death.

4. Delivery of Certificates or Equivalent.

a. Upon the vesting of the applicable Units described in Section 3 above, the Company shall, at its election, either: (i) establish a brokerage account for the Grantee and credit to that account the number of shares of Common Stock of the Company equal to the number of Units that have vested; or (ii) deliver to the Grantee a certificate representing a number of shares of Common Stock equal to the number of Units that have vested.

b. The actions contemplated by clauses (i) and (ii) above shall occur no later than March 15^th of the year following the year in which the applicable Units vested.

5. Whole Shares. All Awards shall be paid in whole shares of Common Stock; no fractional shares shall be credited or delivered to Grantee.

6. Adjustments. The Units shall be subject to adjustment as provided in the Plan.

7. Dividends. No dividends (or dividend equivalents) shall be paid with respect to Units credited to the Grantee’s account.

8. Withholding Taxes. The Company is entitled to withhold applicable taxes for the respective tax jurisdiction attributable to this Award or any payment made in connection with the Units. With respect to a Grantee who is not subject to Section 16 of the Exchange Act the

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Company, in its sole discretion, may satisfy its tax withholding responsibilities, in whole or in part, by either (i) electing to withhold a sufficient number of shares of Common Stock otherwise deliverable in connection with the applicable vesting Units, the Fair Market Value of which shall be determined on the applicable RSU Vesting Date in accordance with Section 20 below, to satisfy the Grantee’s minimum statutory tax withholding obligation or (ii) requiring the Grantee to pay, by cash or certified check, the amount necessary to satisfy the Grantee’s minimum statutory tax withholding obligation. With respect to a Grantee who is subject to Section 16 of the Exchange Act, such Grantee may satisfy any minimum statutory withholding obligation, in whole or in part, by either (i) electing to have the Company withhold a sufficient number of shares of Common Stock otherwise deliverable in connection with the applicable vesting Units, the Fair Market Value of which shall be determined on the applicable RSU Vesting Date in accordance with Section 20 below, to satisfy such Grantee’s minimum statutory tax withholding obligation or (ii) paying, by cash or certified check, the amount necessary to satisfy such Grantee’s minimum statutory tax withholding obligation.

9. Voting and Other Rights.

a. Grantee shall have no rights as a stockholder of the Company in respect of the Units, including the right to vote and to receive cash dividends and other distributions until delivery of certificate or equivalent representing shares of Common Stock in satisfaction of the Units.

b. The grant of Units does not confer upon Grantee any right to continue in the employ of the Company or a Subsidiary (as defined in Section 20 below) or to interfere with the right of the Company or a Subsidiary, to terminate Grantee’s employment at any time.

10. Funding. No assets or shares of Common Stock shall be segregated or earmarked by the Company in respect of any Units awarded hereunder. The grant of Units hereunder shall not constitute a trust and shall be solely for the purpose of recording an unsecured contractual obligation of the Company.

11. Nature of Award. By accepting this Award Agreement, the Grantee acknowledges his or her understanding that:

a. the grant of the Award under the 2006 Omnibus Plan was completely at the discretion of Predecessor, and that Motorola Mobility’s decision to assume this Award in no way implies that similar awards may be granted in the future or that Grantee has any guarantee of future employment;

b. neither the assumption and substitution of the Award by the Company nor any future grant of any award by the Company shall interfere with Grantee’s right or the Company’s right to terminate such employment relationship at any time, with or without cause, to the extent permitted by applicable laws and any enforceable agreement between Grantee and the Company;

c. Grantee has entered into employment with Motorola Mobility or a Subsidiary (as defined in Section 20 below) upon terms that did not include this Award or similar awards, that his or her decision to continue employment is not dependent on an expectation of this Award or similar awards, and that any amount received under this Award is considered an amount in addition to that which the Grantee expects to be paid for the performance of his or her services;

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d. Grantee’s acceptance of this Award is voluntary; and

e. the Award is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments, notwithstanding any provision of any compensation, insurance agreement or benefit plan to the contrary.

12. Acknowledgements. With respect to the subject matter of subparagraphs 2b (i) through (v) and Sections 18 and 19 hereof, this Agreement is the entire agreement with the Company. No waiver of any breach of any provision of this Agreement by the Company shall be construed to be a waiver of any succeeding breach or as a modification of such provision. The provisions of this Agreement shall be severable and in the event that any provision of this Agreement shall be found by any court as specified in Section 19 below to be unenforceable, in whole or in part, the remainder of this Agreement shall nevertheless be enforceable and binding on the parties. Grantee hereby agrees that the court may modify any invalid, overbroad or unenforceable term of this Agreement so that such term, as modified, is valid and enforceable under applicable law. Further, by accepting any Award under this Agreement, Grantee affirmatively states that she or he has not, will not and cannot rely on any representations not expressly made herein.

13. Motorola Mobility Assignment Rights. Motorola Mobility shall have the right to assign this Award Agreement, which shall not affect the validity or enforceability of this Award Agreement. This Award Agreement shall inure to the benefit of assigns and successors of Motorola Mobility and Predecessor.

14. Waiver. The failure of the Company to enforce at any time any provision of this Award Agreement shall in no way be construed to be a waiver of such provision or any other provision hereof.

15. Actions by the Compensation Committee. The Compensation Committee may delegate its authority to administer this Award Agreement. The actions and determinations of the Compensation Committee or its delegate shall be binding upon the parties.

16. Agreement Following Termination of Employment.

a. Grantee agrees that upon termination of employment with Motorola Mobility or a Subsidiary (as defined in Section 20 below) and for a period of one year following the termination of Grantee’s employment with Motorola Mobility or a Subsidiary, Grantee will immediately inform Motorola Mobility of: (i) the identity of any new employer (or the nature of any start-up business or self-employment); (ii) Grantee’s new title; and (iii) Grantee’s job duties and responsibilities.

b. Grantee hereby authorizes Motorola Mobility or a Subsidiary to provide a copy of this Award Agreement to Grantee’s new employer and/or share such information with Predecessor if deemed relevant to Predecessor’s ability to enforce its rights under this Agreement. Grantee further agrees to provide information to Motorola Mobility or a Subsidiary as may from time to time be requested in order to determine his or her compliance with the terms hereof.

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17. Consent to Transfer Personal Data. By accepting this award, Grantee voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this Section. Grantee is not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect Grantee’s ability to participate in the Plan. Motorola Mobility, Predecessor and their Subsidiaries and Grantee’s employer hold certain personal information about the Grantee, that may include his/her name, home address and telephone number, date of birth, social security number or other employee identification number, salary grade, hire data, salary, nationality, job title, any shares of stock held in Motorola Mobility, or details of all restricted stock units or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the Plan (“Data”). Motorola Mobility, Predecessor and/or their Subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of Grantee’s participation in the Plan, and Motorola Mobility and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Mobility in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States. Grantee authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on the Grantee’s behalf to a broker or other third party with whom the Grantee may elect to deposit any shares of stock acquired pursuant to the Plan. Grantee may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting Motorola Mobility; however, withdrawing consent may affect the Grantee’s ability to participate in the Plan.

18. Remedies for Breach. Grantee hereby acknowledges that the harm caused to the Company or Predecessor by the breach or anticipated breach of subparagraphs 2b(i), (ii), (iii), (iv) and/or (v) of this Award Agreement will be irreparable and further agrees the Company or Predecessor may obtain injunctive relief against the Grantee in addition to and cumulative with any other legal or equitable rights and remedies the Company or Predecessor may have pursuant to this Agreement, any other agreements between the Grantee and the Company, or between Grantee and Predecessor, for the protection of Confidential Information (as defined in Section 20 below) or law, including the recovery of liquidated damages. Grantee agrees that any interim or final equitable relief entered by a court of competent jurisdiction, as specified in Section 19 below, will, at the request of the Company, be entered on consent and enforced by any such court having jurisdiction over the Grantee. This relief would occur without prejudice to any rights either party may have to appeal from the proceedings that resulted in any grant of such relief.

19. Governing Law. All questions concerning the construction, validity and interpretation of this Award shall, unless otherwise provided in the Plan, be governed by and construed according to the law of the State of Illinois without regard to any state’s conflicts of law principles. Any disputes regarding this Award or Award Agreement shall be brought only in the state or federal courts of Illinois.

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20. Definitions. Any capitalized terms used herein that are not otherwise defined below or elsewhere in this Award Agreement shall have the same meaning provided under the Plan.

a. “Cause” means (i) Grantee’s conviction of any criminal violation involving dishonesty, fraud or breach of trust or (ii) Grantee’s willful engagement in gross misconduct in the performance of Grantee’s duties that materially injures Motorola Mobility.

b. “Confidential Information” means information concerning the Company and its business that is not generally known outside the Company, and includes (a) trade secrets; (b) intellectual property; (c) the Company’s methods of operation and Company processes; (d) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (e) information on customers or potential customers, including customers’ names, sales records, prices, and other terms of sales and Company cost information; (f) Company personnel data; (g) Company business plans, marketing plans, financial data and projections; and (h) information received in confidence by the Company from third parties. Information regarding products, services or technological innovations in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company or one of its affiliates is considering for broader use, shall be deemed not generally known until such broader use is actually commercially implemented. For purposes of this definition, “Company” shall include the Company, Predecessor and each of their subsidiaries.

c. “Fair Market Value” for this purpose shall be the closing price for a share of Common Stock on the RSU Vesting Date, as reported for the New York Stock Exchange- Composite Transactions in the Wall Street Journal at www.online.wsj.com. In the event the New York Stock Exchange is not open for trading on the RSU Vesting Date, or if the Common Stock does not trade on such day, Fair Market Value for this purpose shall be the closing price of the Common Stock on the last trading day prior to the RSU Vesting Date.

d. “Good Reason” means, without Grantee’s written consent, (A) Grantee is assigned duties materially inconsistent with his position, duties, responsibilities and status with Motorola Mobility on the Distribution Date, or Grantee’s position, authority, duties or responsibilities are materially diminished from those in effect with Motorola Mobility on the Distribution Date, (B) Motorola Mobility reduces Grantee’s annual base salary or target incentive opportunity under Motorola Mobility’s annual incentive plan or reduces Grantee’s target incentive opportunity under any cash-based long-term incentive plan maintained by Motorola Mobility, each such target incentive opportunity as in effect on the Distribution Date, or as the same may be increased from time to time, unless such target incentive opportunity is replaced by a substantially equivalent substitute opportunity or (C) Motorola Mobility requires Grantee regularly to perform his duties of employment beyond a fifty (50) mile radius from the location of Grantee’s employment on the Distribution Date.

e. “Leave of Absence” means an approved leave of absence from Motorola Mobility or a Subsidiary from which the employee has a right to return to work, as determined by Motorola Mobility.

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f. “Restricted Covenant Period” means the period commencing on the termination of Grantee’s employment with the Company for any reason and ending, (i) in respect of a restriction or limitation relating to Grantee’s employment with Predecessor connected with or in support of activities, products, services, technological developments, customers or potential customers of the business units that are part of Predecessor post-Distribution, one year following the Distribution Date, and (ii) in respect of a restriction or limitation relating to Grantee’s employment with the Company or connected with or in support of activities, products, services, technological developments, customers or potential customers of the business units that are part of the Company post-Distribution, one year following termination of Grantee’s employment with the Company.

g. “Serious Misconduct” for purposes of this Award Agreement means any misconduct identified as a ground for termination in the Motorola Mobility Code of Business Conduct, or the human resources policies, or other written policies or procedures.

h. “Subsidiary” is any corporation or other entity in which a 50 percent or greater interest is held directly or indirectly by Motorola Mobility and which is consolidated for financial reporting purposes.

i. “Total and Permanent Disability” means entitlement to long term disability benefits under the Motorola Mobility Disability Income Plan, as amended and any successor plan or a determination of a permanent and total disability under a state workers compensation statute.

21. 409A Compliance Applicable Only to Grantees Subject to U.S. Tax. Notwithstanding any provision in this Award to the contrary, if the Grantee is a “specified employee” (certain officers of Motorola Mobility within the meaning of Treasury Regulation Section 1.409A- 1(i) and using the identification methodology selected by Motorola Mobility from time to time) on the date of the Grantee’s termination of employment, any payment which would be considered “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), that the Grantee is entitled to receive upon termination of employment and which otherwise would be paid or delivered during the six month period immediately following the date of the Grantee’s termination of employment will instead be paid or delivered on the earlier of (i) the first day of the seventh month following the date of the Grantee’s termination of employment and (ii) death. Notwithstanding any provision in this Award that requires the Company to pay or deliver payments with respect to Units upon vesting (or within 60 days following the date that the applicable Units vest) if the event that causes the applicable Units to vest is not a permissible payment event as defined in Section 409A(a)(2) of the Code, then the payment with respect to such Units will instead be paid or delivered on the earlier of (i) the specified date of payment or delivery originally provided for such Units and (ii) the date of the Grantee’s termination of employment (subject to any delay required by the first sentence of this paragraph). Payment shall be made within 60 days following the applicable payment date. For purposes of determining the time of payment or delivery of any payment the Grantee is entitled to receive upon termination of employment, the determination of whether the Grantee has experienced a termination of employment will be determined by Motorola Mobility in a manner consistent with the definition of “separation from service” under the default rules of Section 409A of the Code.

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22. Acceptance of Terms and Conditions. By electronically accepting this Award Agreement within 30 days after the date of the electronic mail notification by the Company to Grantee of the grant of this Award (“Email Notification Date”), Grantee agrees to be bound by the foregoing terms and conditions, the Plan, and any and all rules and regulations established by Motorola Mobility in connection with the assumption and substitution of the Award. If Grantee does not electronically accept this Award within 30 days of the Email Notification Date, Grantee will not be entitled to the Units.

23. Plan Documents. The Plan and the Prospectus for the Plan are available at http://my.mot-mobility.com/go/EquityAwards or send your request to Equity Administration, 6450 Sequence Drive, San Diego, CA 92121 or equityadmin@motorola.com.

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EX-10.26

Exhibit 10.26

5-08 (D)

RESTRICTED STOCK UNIT SUBSTITUTE AWARD AGREEMENT

This Restricted Stock Unit Award (“Award”) was awarded on «Grant_date» (“Date of Grant”), by Motorola, Inc. to «First_Name» «Last_Name» (the “Grantee”).

WHEREAS, Grantee received the Award under the Motorola Omnibus Incentive Plan of 2006, as amended (the “2006 Omnibus Plan”);

WHEREAS, the Award was made by the Compensation and Leadership Committee (the “Compensation Committee”) of the Board of Directors of Motorola, Inc.;

WHEREAS, such Award has been assumed by Motorola Mobility Holdings, Inc. (and including each of its Subsidiaries, the “Company” or “Motorola Mobility”) through the Motorola Mobility Holdings, Inc. Legacy Incentive Plan (the “Plan”) in connection with the distribution to holders of shares of Motorola, Inc. common stock of the outstanding shares of Company common stock (the “Distribution”);

WHEREAS, the terms of the Award are being amended only as necessary to reflect the assumption and substitution of such Award by Motorola Mobility under the terms of the Plan, including an adjustment to the number and kind of shares underlying the Award and that future vesting will be based on employment or service with Motorola Mobility or a Subsidiary; and

WHEREAS, the terms and conditions of the Award, including the terms and conditions related to the vesting of Units upon a “Change in Control”, should be construed and interpreted in accordance with the terms and conditions of the Plan.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the Company has assumed the restricted stock units awarded to Grantee by Motorola, Inc. on the following terms and conditions:

1. Assumption of Restricted Stock Units. The Company hereby substitutes a total of «Txt_Nbr_of_Shares» [multiply number of unvested RSUs from original grant by Spinco Adjustment Factor] («Whole_Nbr_of_Shares») Motorola Mobility restricted stock units (the “Units”) for the Award granted to Grantee by Motorola, Inc. subject to the terms and conditions set forth below, and subject to adjustment as provided in the Plan. The Units are assumed pursuant to the Plan and are subject to all of the terms and conditions of the Plan.

2. Restrictions. The Units awarded to Grantee are subject to the transfer and forfeiture conditions set forth below (the “Restrictions”):

a. No Assignment. Prior to the vesting of the Units as described in Section 3 below, Grantee may not directly or indirectly, by operation of law or otherwise, voluntarily or involuntarily, sell, assign, pledge, encumber, charge or otherwise transfer any of the Units still subject to Restrictions. The Units shall be forfeited if Grantee violates or attempts to violate these transfer Restrictions.

b. Restricted Conduct. If Grantee engages in any of the conduct described in subparagraphs (i) through (v) below for any reason, in addition to all remedies in law and/or equity available to the Company, any Subsidiary (as defined in Section 20 below) or 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), including the recovery of liquidated damages, Grantee shall forfeit all Units (whether or not vested) and shall immediately pay to the Company, with respect to previously vested Units, an amount equal to (x) the per share Fair Market Value (as defined in Section 20 below) of Motorola Mobility Common Stock (“Common Stock”) on the date on which the Restrictions lapsed with respect to the applicable previously vested Units times (y) the number of shares underlying such previously vested Units, without regard to any taxes that may have been deducted from such amount. For purposes of subparagraphs (i) through (v) below, “Company” or “Motorola Mobility” shall mean Motorola Mobility and/or any of its Subsidiaries.

i. Confidential Information. During the course of Grantee’s employment with the Company or any Subsidiary and thereafter, Grantee uses or discloses, except on behalf of the Company and pursuant to the Company’s directions, any Confidential Information (as defined in Section 20 below); and/or

ii. Solicitation of Employees. During Grantee’s employment and during the Restricted Covenant Period, Grantee hires, recruits, solicits or induces, or causes, allows, permits or aids others to hire, recruit, solicit or induce, or to communicate in support of those activities, any employee of the Company or Predecessor, as the case may be, who possesses Confidential Information (as defined in Section 20 below) to terminate his/her employment with the Company or Predecessor, as the case may be, and/or to seek employment with Grantee’s new or prospective employer, or any other company; and/or

iii. Solicitation of Customers. During Grantee’s employment and during the Restricted Covenant Period, Grantee, directly or indirectly, on behalf of Grantee or any other person, company or entity, solicits or participates in soliciting, products or services competitive with or similar to products or services offered by, manufactured by, designed by or distributed by the Company or Predecessor to any person, company or entity which was a customer or potential customer for such products or services and with which Grantee had direct or indirect contact regarding those products or services or about which Grantee learned Confidential Information (as defined in Section 20 below) at any time during the two years prior to Grantee’s termination of employment with the Company, including any employment with Predecessor; and/or

iv. Non-Competition regarding Products or Services. During Grantee’s employment and during the Restricted Covenant Period, Grantee, directly or indirectly, in any capacity, provides products or services competitive with or similar to products or services offered by the Company or Predecessor to any person, company or entity which was a customer for such products or services and with which customer Grantee had direct or indirect contact regarding those products or services or about which customer Grantee learned Confidential Information at any time during the one year prior to Grantee’s termination of employment with the Company, including any employment with Predecessor; and/or

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v. Non-Competition regarding Activities. During Grantee’s employment and during the Restricted Covenant Period, Grantee engages, including for or on behalf of Predecessor, in activities which are entirely or in part the same as or similar to activities in which Grantee engaged at any time during the one year preceding termination of Grantee’s employment with the Company, for any person, company or entity in connection with products, services or technological developments (existing or planned) that are entirely or in part the same as, similar to, or competitive with, any products, services or technological developments (existing or planned) on which Grantee worked at any time, including for or on behalf of Predecessor, during the one year preceding termination of Grantee’s employment with the Company, including any employment with Predecessor. This paragraph applies in countries in which Grantee has physically been present performing work for the Company, Predecessor or their subsidiaries at any time during the one year preceding termination of Grantee’s employment.

c. Recoupment Policy. If the Grantee is an officer subject to Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) the Units are subject to the terms and conditions of the Company’s Policy Regarding Recoupment of Incentive Payments upon Financial Restatement (such policy, as it may be amended from time to time, the “Recoupment Policy”). The Recoupment Policy provides for determinations by the Company’s independent directors that, as a result of intentional misconduct by Grantee, the Company’s financial results were restated (a “Policy Restatement”). In the event of a Policy Restatement, the Company’s independent directors may require, among other things (a) cancellation of any of the Units that remain outstanding; and/or (b) reimbursement of any gains in respect of the Units, if and to the extent the conditions set forth in the Recoupment Policy apply. Any determinations made by the independent directors in accordance with the Recoupment Policy shall be binding upon Grantee. The Recoupment Policy is in addition to any other remedies which may be otherwise available at law, in equity or under contract, to the Company.

3. Vesting. Subject to the remaining terms and conditions of this Award, and provided the Units have not been forfeited as described in Section 2 above, the Units will vest as follows:

a. Vesting Period. Your Units will continue to vest in accordance with the original terms and conditions set forth in the applicable Motorola Plans (as defined in the Plan) and your award agreement having the Date of Grant specified above, including any special vesting dates or conditions, with the exception that your vesting on and after January 4, 2011 shall be determined solely by reference to your employment or service with Motorola Mobility or a Subsidiary. For the Units that are currently vested, and those that are scheduled to vest on each future vesting date, you should refer to your on-line account (currently with Morgan Stanley Smith Barney, and reachable at https://www.benefitaccess.com/). You are strongly encouraged to view your on-line account immediately to completely understand your Units and their vesting schedule.

i. The period from the Date of Grant through the last vesting date of the Vesting Period is referred to as the “Restriction Period”. Any unvested Units shall be automatically forfeited upon the Grantee’s termination of employment with Motorola Mobility or a Subsidiary prior to the applicable RSU Vesting Date for any reason other than those set forth in Sections 3(b) through (e) below. The Company will not be obligated to pay Grantee any consideration whatsoever for forfeited Units.

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ii. If, during the Restriction Period, the Grantee takes a Leave of Absence (as defined in Section 20 below) from Motorola Mobility or a Subsidiary, the Units will continue to be subject to this Award Agreement. If the Restriction Period expires while the Grantee is on a Leave of Absence, the Grantee will be entitled to the Units even if the Grantee has not returned to active employment.

b. Change in Control. If a Change in Control of the Company occurs and the successor corporation (or parent thereof) does not assume this Award or replace it with a comparable award, then the Units shall be fully vested; provided, further, that with respect to any Award that is assumed or replaced, such assumed or replaced awards shall provide that the Award shall be fully vested for any Participant that is involuntarily terminated (for a reason other than “Cause”) or quits for “Good Reason” within 24 months of the Change in Control. For purposes of this paragraph, the terms “Change in Control”, “Cause” and “Good Reason” are defined in the Plan.

c. Total and Permanent Disability. All unvested Units shall fully vest upon Grantee’s termination of employment with Motorola Mobility and its Subsidiaries due to Total and Permanent Disability (as defined in Section 20 below).

d. Death. All unvested Units shall fully vest upon Grantee’s termination of employment with Motorola Mobility and its Subsidiaries due to death.

e. Certain Terminations of Employment. In the case of Termination due to a Divestiture (as defined in Section 20 below) or if Motorola Mobility or a Subsidiary terminates Grantee’s employment for reasons other than for Serious Misconduct (as defined in Section 20 below) before the expiration of the Restriction Period, and if the Units have not been forfeited as described in Section 2 above, then the Units shall vest on a pro rata basis in an amount equal to (a)(i) the total number of Units subject to this Award, multiplied by (ii) a fraction, the numerator of which is the number of completed full years of service by the Grantee from the Date of Grant to the employee’s date of termination and the denominator of which is the Restriction Period, minus (b) any Units that vested prior to such Termination.

4. Delivery of Certificates or Equivalent.

a. Upon the vesting of the applicable Units described in Section 3 above, the Company shall, at its election, either: (i) establish a brokerage account for the Grantee and credit to that account the number of shares of Common Stock of the Company equal to the number of Units that have vested; or (ii) deliver to the Grantee a certificate representing a number of shares of Common Stock equal to the number of Units that have vested.

b. The actions contemplated by clauses (i) and (ii) above shall occur no later than March 15^th of the year following the year in which the applicable Units vested.

5. Whole Shares. All Awards shall be paid in whole shares of Common Stock; no fractional shares shall be credited or delivered to Grantee.

6. Adjustments. The Units shall be subject to adjustment as provided in the Plan.

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7. Dividends. No dividends (or dividend equivalents) shall be paid with respect to Units credited to the Grantee’s account.

8. Withholding Taxes. The Company is entitled to withhold applicable taxes for the respective tax jurisdiction attributable to this Award or any payment made in connection with the Units. With respect to a Grantee who is not subject to Section 16 of the Exchange Act the Company, in its sole discretion, may satisfy its tax withholding responsibilities, in whole or in part, by either (i) electing to withhold a sufficient number of shares of Common Stock otherwise deliverable in connection with the applicable vesting Units, the Fair Market Value of which shall be determined on the applicable RSU Vesting Date in accordance with Section 20 below, to satisfy the Grantee’s minimum statutory tax withholding obligation or (ii) requiring the Grantee to pay, by cash or certified check, the amount necessary to satisfy the Grantee’s minimum statutory tax withholding obligation. With respect to a Grantee who is subject to Section 16 of the Exchange Act, such Grantee may satisfy any minimum statutory withholding obligation, in whole or in part, by either (i) electing to have the Company withhold a sufficient number of shares of Common Stock otherwise deliverable in connection with the applicable vesting Units, the Fair Market Value of which shall be determined on the applicable RSU Vesting Date in accordance with Section 20 below, to satisfy such Grantee’s minimum statutory tax withholding obligation or (ii) paying, by cash or certified check, the amount necessary to satisfy such Grantee’s minimum statutory tax withholding obligation.

9. Voting and Other Rights.

a. Grantee shall have no rights as a stockholder of the Company in respect of the Units, including the right to vote and to receive cash dividends and other distributions until delivery of certificate or equivalent representing shares of Common Stock in satisfaction of the Units.

b. The grant of Units does not confer upon Grantee any right to continue in the employ of the Company or a Subsidiary (as defined in Section 20 below) or to interfere with the right of the Company or a Subsidiary, to terminate Grantee’s employment at any time.

10. Funding. No assets or shares of Common Stock shall be segregated or earmarked by the Company in respect of any Units awarded hereunder. The grant of Units hereunder shall not constitute a trust and shall be solely for the purpose of recording an unsecured contractual obligation of the Company.

11. Nature of Award. By accepting this Award Agreement, the Grantee acknowledges his or her understanding that:

a. the grant of the Award under the 2006 Omnibus Plan was completely at the discretion of Predecessor, and that Motorola Mobility’s decision to assume this Award in no way implies that similar awards may be granted in the future or that Grantee has any guarantee of future employment;

b. neither the assumption and substitution of the Award by the Company nor any future grant of any award by the Company shall interfere with Grantee’s right or the Company’s right to terminate such employment relationship at any time, with or without cause, to the extent permitted by applicable laws and any enforceable agreement between Grantee and the Company;

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c. Grantee has entered into employment with Motorola Mobility or a Subsidiary (as defined in Section 20 below) upon terms that did not include this Award or similar awards, that his or her decision to continue employment is not dependent on an expectation of this Award or similar awards, and that any amount received under this Award is considered an amount in addition to that which the Grantee expects to be paid for the performance of his or her services;

d. Grantee’s acceptance of this Award is voluntary; and

e. the Award is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments, notwithstanding any provision of any compensation, insurance agreement or benefit plan to the contrary.

12. Acknowledgements. With respect to the subject matter of subparagraphs 2b (i) through (v) and Sections 18 and 19 hereof, this Agreement (as defined in Section 20) is the entire agreement with the Company. No waiver of any breach of any provision of this Agreement by the Company shall be construed to be a waiver of any succeeding breach or as a modification of such provision. The provisions of this Agreement shall be severable and in the event that any provision of this Agreement shall be found by any court as specified in Section 19 below to be unenforceable, in whole or in part, the remainder of this Agreement shall nevertheless be enforceable and binding on the parties. Grantee hereby agrees that the court may modify any invalid, overbroad or unenforceable term of this Agreement so that such term, as modified, is valid and enforceable under applicable law. Further, by accepting any Award under this Agreement, Grantee affirmatively states that she or he has not, will not and cannot rely on any representations not expressly made herein.

13. Motorola Mobility Assignment Rights. Motorola Mobility shall have the right to assign this Award Agreement, which shall not affect the validity or enforceability of this Award Agreement. This Award Agreement shall inure to the benefit of assigns and successors of Motorola Mobility and Predecessor.

14. Waiver. The failure of the Company to enforce at any time any provision of this Award Agreement shall in no way be construed to be a waiver of such provision or any other provision hereof.

15. Actions by the Compensation Committee. The Compensation Committee may delegate its authority to administer this Award Agreement. The actions and determinations of the Compensation Committee or its delegate shall be binding upon the parties.

16. Agreement Following Termination of Employment.

a. Grantee agrees that upon termination of employment with Motorola Mobility or a Subsidiary (as defined in Section 20 below) and for a period of one year following the termination of Grantee’s employment with Motorola Mobility or a Subsidiary, Grantee will immediately inform Motorola Mobility of: (i) the identity of any new employer (or the nature of any start-up business or self-employment); (ii) Grantee’s new title; and (iii) Grantee’s job duties and responsibilities.

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b. Grantee hereby authorizes Motorola Mobility or a Subsidiary to provide a copy of this Award Agreement to Grantee’s new employer and/or share such information with Predecessor if deemed relevant to Predecessor’s ability to enforce its rights under this Agreement. Grantee further agrees to provide information to Motorola Mobility or a Subsidiary as may from time to time be requested in order to determine his or her compliance with the terms hereof.

17. Consent to Transfer Personal Data. By accepting this award, Grantee voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this Section. Grantee is not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect Grantee’s ability to participate in the Plan. Motorola Mobility, Predecessor and their Subsidiaries and Grantee’s employer hold certain personal information about the Grantee, that may include his/her name, home address and telephone number, date of birth, social security number or other employee identification number, salary grade, hire data, salary, nationality, job title, any shares of stock held in Motorola Mobility, or details of all restricted stock units or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the Plan (“Data”). Motorola Mobility, Predecessor and/or their Subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of Grantee’s participation in the Plan, and Motorola Mobility and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Mobility in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States. Grantee authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on the Grantee’s behalf to a broker or other third party with whom the Grantee may elect to deposit any shares of stock acquired pursuant to the Plan. Grantee may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting Motorola Mobility; however, withdrawing consent may affect the Grantee’s ability to participate in the Plan.

18. Remedies for Breach. Grantee hereby acknowledges that the harm caused to the Company or Predecessor by the breach or anticipated breach of subparagraphs 2b(i), (ii), (iii), (iv) and/or (v) of this Award Agreement will be irreparable and further agrees the Company or Predecessor may obtain injunctive relief against the Grantee in addition to and cumulative with any other legal or equitable rights and remedies the Company or Predecessor may have pursuant to this Agreement, any other agreements between the Grantee and the Company, or between Grantee and Predecessor, for the protection of Confidential Information (as defined in Section 20 below) or law, including the recovery of liquidated damages. Grantee agrees that any interim or final equitable relief entered by a court of competent jurisdiction, as specified in Section 19 below, will, at the request of the Company, be entered on consent and enforced by any such court having jurisdiction over the Grantee. This relief would occur without prejudice to any rights either party may have to appeal from the proceedings that resulted in any grant of such relief.

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19. Governing Law. All questions concerning the construction, validity and interpretation of this Award shall, unless otherwise provided in the Plan, be governed by and construed according to the law of the State of Illinois without regard to any state’s conflicts of law principles. Any disputes regarding this Award or Award Agreement shall be brought only in the state or federal courts of Illinois.

20. Definitions. Any capitalized terms used herein that are not otherwise defined below or elsewhere in this Award Agreement shall have the same meaning provided under the Plan.

a. “Confidential Information” means information concerning the Company and its business that is not generally known outside the Company, and includes (a) trade secrets; (b) intellectual property; (c) the Company’s methods of operation and Company processes; (d) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (e) information on customers or potential customers, including customers’ names, sales records, prices, and other terms of sales and Company cost information; (f) Company personnel data; (g) Company business plans, marketing plans, financial data and projections; and (h) information received in confidence by the Company from third parties. Information regarding products, services or technological innovations in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company or one of its affiliates is considering for broader use, shall be deemed not generally known until such broader use is actually commercially implemented. For purposes of this definition, “Company” shall include the Company, Predecessor and each of their subsidiaries.

b. “Fair Market Value” for this purpose shall be the closing price for a share of Common Stock on the RSU Vesting Date, as reported for the New York Stock Exchange- Composite Transactions in the Wall Street Journal at www.online.wsj.com. In the event the New York Stock Exchange is not open for trading on the RSU Vesting Date, or if the Common Stock does not trade on such day, Fair Market Value for this purpose shall be the closing price of the Common Stock on the last trading day prior to the RSU Vesting Date.

c. “Leave of Absence” means an approved leave of absence from Motorola Mobility or a Subsidiary from which the employee has a right to return to work, as determined by Motorola Mobility.

d. “Restricted Covenant Period” means the period commencing on the termination of Grantee’s employment with the Company for any reason and ending, (i) in respect of a restriction or limitation relating to Grantee’s employment with Predecessor connected with or in support of activities, products, services, technological developments, customers or potential customers of the business units that are part of Predecessor post-Distribution, one year following the Distribution Date, and (ii) in respect of a restriction or limitation relating to Grantee’s employment with the Company or connected with or in support of activities, products, services, technological developments, customers or potential customers of the business units that are part of the Company post-Distribution, one year following termination of Grantee’s employment with the Company.

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e. “Serious Misconduct” for purposes of this Award Agreement means any misconduct identified as a ground for termination in the Motorola Mobility Code of Business Conduct, or the human resources policies, or other written policies or procedures.

f. “Subsidiary” is any corporation or other entity in which a 50 percent or greater interest is held directly or indirectly by Motorola Mobility and which is consolidated for financial reporting purposes.

g. “Termination due to a Divestiture” for purposes of this Award Agreement means if Grantee accepts employment with another company in direct connection with the sale, lease, outsourcing arrangement or any other type of asset transfer or transfer of any portion of a facility or any portion of a discrete organizational unit of Motorola Mobility or a Subsidiary, or if Grantee remains employed by a Subsidiary that is sold or whose shares are distributed to the Motorola Mobility stockholders in a spin-off or similar transaction (a “Divestiture”).

h. “Total and Permanent Disability” means for: (i) U.S. employees: entitlement to long term disability benefits under the Motorola Mobility Disability Income Plan, as amended and any successor plan or a determination of a permanent and total disability under a state workers compensation statute; or for (ii) Non-U.S. employees: as established by applicable Motorola Mobility policy or as required by local regulations.

21. Additional Terms for Non-U.S. Employees.

a. Repatriation of payments. As a condition to the assumption and substitution of this Award, Grantee agrees to repatriate all payments attributable to the Units acquired under the Plan in accordance with Grantee’s local foreign exchange rules and regulations. In addition, Grantee also agrees to take any and all actions, and consents to any and all actions taken by the Company and its local Subsidiaries, as may be required to allow the Company and its local Subsidiaries to comply with local foreign exchange rules and regulations.

b. Fringe Benefit Tax India. As a condition to the grant of Grantee’s Units and subject to any limitations imposed under local law and in the Company’s sole discretion, the Company and/or its local Subsidiaries are hereby expressly authorized to deduct the appropriate fringe benefit tax from Grantee’s salary or any other cash payments due Grantee as reimbursement of the fringe benefit, or may withhold a sufficient number of whole Shares otherwise deliverable to Grantee upon vesting of Grantee’s Units to satisfy the appropriate fringe benefit tax that is reimbursable to the Company and/or its local Subsidiaries.

22. 409A Compliance Applicable Only to Grantees Subject to U.S. Tax. Notwithstanding any provision in this Award to the contrary, if the Grantee is a “specified employee” (certain officers of Motorola Mobility within the meaning of Treasury Regulation Section 1.409A- 1(i) and using the identification methodology selected by Motorola Mobility from time to time) on the date of the Grantee’s termination of employment, any payment which would be considered “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), that the Grantee is entitled to receive upon termination of employment and which otherwise would be paid or delivered during the six month period immediately following the date of the Grantee’s termination of employment will instead

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be paid or delivered on the earlier of (i) the first day of the seventh month following the date of the Grantee’s termination of employment and (ii) death. Notwithstanding any provision in this Award that requires the Company to pay or deliver payments with respect to Units upon vesting (or within 60 days following the date that the applicable Units vest) if the event that causes the applicable Units to vest is not a permissible payment event as defined in Section 409A(a)(2) of the Code, then the payment with respect to such Units will instead be paid or delivered on the earlier of (i) the specified date of payment or delivery originally provided for such Units and (ii) the date of the Grantee’s termination of employment (subject to any delay required by the first sentence of this paragraph). Payment shall be made within 60 days following the applicable payment date. For purposes of determining the time of payment or delivery of any payment the Grantee is entitled to receive upon termination of employment, the determination of whether the Grantee has experienced a termination of employment will be determined by Motorola Mobility in a manner consistent with the definition of “separation from service” under the default rules of Section 409A of the Code.

23. Acceptance of Terms and Conditions. By electronically accepting this Award Agreement within 30 days after the date of the electronic mail notification by the Company to Grantee of the grant of this Award (“Email Notification Date”), Grantee agrees to be bound by the foregoing terms and conditions, the Plan, and any and all rules and regulations established by Motorola Mobility in connection with the assumption and substitution of the Award. If Grantee does not electronically accept this Award within 30 days of the Email Notification Date, Grantee will not be entitled to the Units.

24. Plan Documents. The Plan and the Prospectus for the Plan are available at http://my.mot-mobility.com/go/EquityAwards or send your request to Equity Administration, 6450 Sequence Drive, San Diego, CA 92121 or equityadmin@motorola.com.

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EX-10.27

Exhibit 10.27

RSU B

5/07-7/07

RESTRICTED STOCK UNIT SUBSTITUTE AWARD AGREEMENT

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”).

WHEREAS, Grantee received the Award under the Motorola Omnibus Incentive Plan of 2006, as amended (the “2006 Omnibus Plan”);

WHEREAS, the Award was made as a special grant of Motorola, Inc. restricted stock units authorized by the Board of Directors of Motorola, Inc. and the Compensation and Leadership Committee of the Board of Directors of Motorola, Inc.; and

WHEREAS, such Award has been assumed by Motorola Mobility Holdings, Inc. (and including each of its Subsidiaries, the “Company” or “Motorola Mobility”) through the Motorola Mobility Holdings, Inc. Legacy Incentive Plan (the “Plan”) in connection with the distribution to holders of shares of Motorola, Inc. common stock of the outstanding shares of Company common stock (the “Distribution”);

WHEREAS, the terms of the Award are being amended only as necessary to reflect the assumption and substitution of such Award by Motorola Mobility under the terms of the Plan, including an adjustment to the number and kind of shares underlying the Award and that future vesting will be based on employment or service with Motorola Mobility or a Subsidiary; and

WHEREAS, the terms and conditions of the Award, including the terms and conditions related to the vesting of Units upon a “Change in Control”, should be construed and interpreted in accordance with the terms and conditions of the Plan.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the Company has assumed the restricted stock units awarded to Grantee by Motorola, Inc. on the following terms and conditions:

1. Assumption of Restricted Stock Units. The Company hereby substitutes a total of «Txt_Nbr_of_Shares» [multiply number of unvested RSUs from original grant by Spinco Adjustment Factor] («Whole_Nbr_of_Shares») Motorola Mobility restricted stock units (the “Units”) for the Award granted to Grantee by Motorola, Inc. subject to the terms and conditions set forth below. All Awards shall be paid in whole shares of Motorola Mobility Common Stock (“Common Stock”); no fractional shares shall be credited or delivered to Grantee.

2. Restrictions. The Units awarded to Grantee are subject to the transfer and forfeiture conditions set forth below (the “Restrictions”), which shall lapse, if at all, as described in Section 3 below. For purposes of this Award, the term Units includes any additional Units granted to the Grantee with respect to Units, still subject to the Restrictions.

a. Grantee may not directly or indirectly, by operation of law or otherwise, voluntarily or involuntarily, sell, assign, pledge, encumber, charge or otherwise transfer any of the Units still subject to Restrictions. The Units shall be forfeited if Grantee violates or attempts

to violate these transfer Restrictions. Motorola Mobility shall have the right to assign this Agreement, which shall not affect the validity or enforceability of this Agreement. This Agreement shall inure to the benefit of assigns and successors of Motorola Mobility and Predecessor (as defined below).

b. Any Units still subject to the Restrictions shall be (x) automatically forfeited upon the Grantee’s termination of employment with Motorola Mobility or a Subsidiary for any reason other than death, Total and Permanent Disability, or Involuntary Termination due to (i) a Divestiture or (ii) for a reason other than for Serious Misconduct, and (y) at the discretion of the Compensation Committee, forfeited, if the Grantee is not an appointed vice president or officer of Motorola Mobility at the end of the “Restriction Period” as defined below. For purposes of this Agreement, a “Subsidiary” is any corporation or other entity in which a 50 percent or greater interest is held directly or indirectly by Motorola Mobility and which is consolidated for financial reporting purposes. Total and Permanent Disability is defined in Section 3(a).

c. If Grantee is a vice president or elected officer on the date of the Award, or has been approved to become a vice president or elected officer on the date of the Award, and Grantee engages in any of the following conduct, in addition to all remedies in law and/or equity available to the Company, any Subsidiary or 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), Grantee shall forfeit all restricted stock units under the Award whose Restrictions have not lapsed, and, for all restricted stock units under the Award whose Restrictions have lapsed, Grantee shall immediately pay to the Company the Fair Market Value (as defined in paragraph 7 below) of Motorola Mobility Common Stock (“Common Stock”) on the date(s) such Restrictions lapsed, without regard to any taxes that may have been deducted from such amount. For purposes of subparagraphs (i) through and including (iii) below, “Company” or “Motorola Mobility” shall mean Motorola Mobility and/or any of its Subsidiaries:

i. During the course of Grantee’s employment and thereafter, Grantee uses or discloses, except on behalf of the Company and pursuant to the Company’s directions, any Confidential Information. “Confidential Information” means information concerning the Company and its business that is not generally known outside the Company, and includes (A) trade secrets; (B) intellectual property; (C) the Company’s methods of operation and Company processes; (D) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (E) information on customers or potential customers, including customers’ names, sales records, prices, and other terms of sales and Company cost information; (F) Company personnel data; (G) Company business plans, marketing plans, financial data and projections; and (H) information received in confidence by the Company from third parties. Information regarding products, services or technological innovations in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company or one of its affiliates is considering for broader use, shall be deemed not generally known until such broader use is actually commercially implemented. For purposes of this definition, “Company” shall include the Company, Predecessor and each of their subsidiaries; and/or

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ii. During Grantee’s employment and during the Restricted Covenant Period, Grantee hires, recruits, solicits or induces, or causes, allows, permits or aids others to hire, recruit, solicit or induce, or to communicate in support of those activities, any employee of the Company or Predecessor, as the case may be, who possesses Confidential Information to terminate his/her employment with the Company or Predecessor, as the case may be, and/or to seek employment with Grantee’s new or prospective employer, or any other company; and/or

iii. During Grantee’s employment and during the Restricted Covenant Period, Grantee, directly or indirectly, on behalf of Grantee or any other person, company or entity, solicits or participates in soliciting, products or services competitive with or similar to products or services offered by, manufactured by, designed by or distributed by the Company or Predecessor to any person, company or entity which was a customer or potential customer for such products or services and with which Grantee had direct or indirect contact regarding those products or services or about which Grantee learned Confidential Information at any time during the two years prior to Grantee’s termination of employment with the Company, including any employment with Predecessor.

iv. “Restricted Covenant Period” means the period commencing on the termination of Grantee’s employment with the Company for any reason and ending, (i) in respect of a restriction or limitation relating to Grantee’s employment with Predecessor connected with or in support of activities, products, services, technological developments, customers or potential customers of the business units that are part of Predecessor post-Distribution, one year following the Distribution Date, and (ii) in respect of a restriction or limitation relating to Grantee’s employment with the Company or connected with or in support of activities, products, services, technological developments, customers or potential customers of the business units that are part of the Company post-Distribution, one year following termination of Grantee’s employment with the Company.

v. If Grantee is not a vice president or elected officer on the date of the Award, or has not been approved to become a vice president or elected officer on the date of the Award, and Grantee engages in any of the conduct outlined in paragraph 2(c)(i) or (ii) above, in addition, to all remedies in law and/or equity available to the Company, any Subsidiary or Predecessor, Grantee shall forfeit all restricted stock units under the Award whose Restrictions have not lapsed, and, for all restricted stock units under the Award whose Restrictions have lapsed, Grantee shall immediately pay to the Company the Fair Market Value (as defined in paragraph 7 below) of Motorola Mobility Common Stock (“Common Stock”) on the date(s) such Restrictions lapsed, without regard to any taxes that may have been deducted from such amount. For purposes of paragraphs (i) and (ii) above, “Company” or “Motorola Mobility” shall mean Motorola Mobility and/or any of its Subsidiaries

d. The Company will not be obligated to pay Grantee any consideration whatsoever for forfeited Units.

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3. Lapse of Restrictions.

a. Except as set forth in Section 3(b) below, the Restrictions applicable to the Units shall lapse, as long as the Units have not been forfeited as described in Section 2 above, as follows:

i. Vesting Period. Your Units will continue to vest in accordance with the original terms and conditions set forth in the applicable Motorola Plans (as defined in the Plan) and your award agreement having the Date of Grant specified above, including any special vesting dates or conditions, with the exception that your vesting on and after January 4, 2011 shall be determined solely by reference to your employment or service with Motorola Mobility or a Subsidiary. For the Units that are currently vested, and those that are scheduled to vest on each future vesting date, you should refer to your on-line account (currently with Morgan Stanley Smith Barney, and reachable at https://www.benefitaccess.com/). You are strongly encouraged to view your on-line account immediately to completely understand your Units and their vesting schedule.

ii. If a Change in Control of the Company occurs and the successor corporation (or parent thereof) does not assume this Award or replace it with a comparable award; provided, further, that with respect to any Award that is assumed or replaced, such assumed or replaced awards shall provide that the Restrictions shall lapse for any Participant that is involuntarily terminated (for a reason other than “Cause”) or quits for “Good Reason” within 24 months of the Change in Control. For purposes of this paragraph, the terms “Change in Control”, “Cause” and “Good Reason” are defined in the Plan;

iii. Upon termination of Grantee’s employment by Motorola Mobility or a Subsidiary by Total and Permanent Disability. “Total and Permanent Disability” means for (x) U.S. employees, entitlement to long term disability benefits under the Motorola Mobility Disability Income Plan, as amended and any successor plan or a determination of a permanent and total disability under a state workers compensation statute and (y) non-U.S. employees, as established by applicable Motorola Mobility policy or as required by local regulations; or

iv. If the Grantee dies.

b. In the case of Involuntary Termination due to a Divestiture or for a reason other than for Serious Misconduct before the expiration of the Restriction Period, if the Units have not been forfeited as described in Section 2 above, then the Restrictions shall lapse on a pro rata basis determined by dividing (i) the number of completed full years of service by the Grantee from the Award Date to the employee’s date of termination by (ii) the total length of the Restriction Period.

c. “Termination due to a Divestiture” for purposes of this Agreement means if Grantee accepts employment with another company in direct connection with the sale, lease, outsourcing arrangement or any other type of asset transfer or transfer of any portion of a facility or any portion of a discrete organizational unit of Motorola Mobility or a Subsidiary, or if Grantee remains employed by a Subsidiary that is sold or whose shares are distributed to the Motorola Mobility stockholders in a spin-off or similar transaction (a “Divestiture”).

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d. “Serious Misconduct” for purposes of this Agreement means any misconduct identified as a ground for termination in the Motorola Mobility Code of Business Conduct, or the human resources policies, or other written policies or procedures.

e. If, during the Restriction Period, the Grantee takes a Leave of Absence from Motorola Mobility or a Subsidiary, the Units will continue to be subject to this Agreement. If the Restriction Period expires while the Grantee is on a Leave of Absence the Grantee will be entitled to the Units even if the Grantee has not returned to active employment. “Leave of Absence” means an approved leave of absence from Motorola Mobility or a Subsidiary that is not a termination of employment, as determined by Motorola Mobility.

f. To the extent the Restrictions lapse under this Section 3 with respect to the Units, they will be free of the terms and conditions of this Award (other than Section 2(c)).

4. Adjustments. If the number of outstanding shares of Common Stock is changed as a result of a stock split or the like without additional consideration to the Company, the number of Units subject to this Award shall be adjusted to correspond to the change in the outstanding shares of Common Stock.

5. Dividends. No dividends (or dividend equivalents) shall be paid with respect to Units credited to the Grantee’s account.

6. Delivery of Certificates or Equivalent. Upon the lapse of Restrictions applicable to the Units, the Company shall, at its election, either (i) deliver to the Grantee a certificate representing a number of shares of Common Stock equal to the number of Units upon which such Restrictions have lapsed, or (ii) establish a brokerage account for the Grantee and credit to that account the number of shares of Common Stock of the Company equal to the number of Units upon which such Restrictions have lapsed plus.

7. Withholding Taxes. The Company is entitled to withhold applicable taxes for the respective tax jurisdiction attributable to this Award or any payment made in connection with the Units. Grantee may satisfy any minimum withholding obligation by electing to have the plan administrator retain shares of Common Stock deliverable in connection with the Units having a Fair Market Value on the date the Restrictions applicable to the Units lapse equal to the amount to be withheld. “Fair Market Value” for this purpose shall be the closing price for a share of Common Stock on the day the Restrictions applicable to the Units lapse as reported for the New York Stock Exchange- Composite Transactions in the Wall Street Journal, Midwest edition.

8. Voting and Other Rights.

a. Grantee shall have no rights as a stockholder of the Company in respect of the Units, including the right to vote and to receive cash dividends and other distributions until delivery of certificates representing shares of Common Stock in satisfaction of the Units.

b. The grant of Units does not confer upon Grantee any right to continue in the employ of the Company or a Subsidiary or to interfere with the right of the Company or a Subsidiary, to terminate Grantee’s employment at any time.

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9. Agreement Following Termination of Employment. Grantee agrees that upon termination of employment with Motorola Mobility or a Subsidiary and for a period of one year following the termination of Grantee’s employment with Motorola Mobility or a Subsidiary, Grantee will immediately inform Motorola Mobility of (a) the identity of any new employer (or the nature of any start-up business or self-employment), (b) Grantee’s new title, and (c) Grantee’s job duties and responsibilities. Grantee hereby authorizes Motorola Mobility or a Subsidiary to provide a copy of this Award Document to Grantee’s new employer and/or share such information with Predecessor if deemed relevant to Predecessor’s ability to enforce its rights under this Agreement. Grantee further agrees to provide information to Motorola Mobility or a Subsidiary as may from time to time be requested in order to determine his or her compliance with the terms hereof.

10. Consent to Transfer Personal Data. By accepting this award, Grantee voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this paragraph. Grantee is not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect Grantee’s ability to participate in the Plan. Motorola Mobility, Predecessor and their Subsidiaries and Grantee’s employer hold certain personal information about the Grantee, that may include his/her name, home address and telephone number, date of birth, social security number or other employee identification number, salary grade, hire data, salary, nationality, job title, any shares of stock held in Motorola Mobility, or details of all restricted stock units or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the Plan (“Data”). Motorola Mobility, Predecessor and/or their Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of Grantee’s participation in the Plan, and Motorola Mobility and/or any of their Subsidiaries may each further transfer Data to any third parties assisting Motorola Mobility in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States. Grantee authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on the Grantee’s behalf to a broker or other third party with whom the Grantee may elect to deposit any shares of stock acquired pursuant to the Plan. Grantee may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein.

11. Nature of Award. By accepting this Award Agreement, the Grantee acknowledges his or her understanding that the grant of the Award under the 2006 Omnibus Plan was completely at the discretion of Predecessor, and that Motorola Mobility’s decision to assume this Award in no way implies that similar awards may be granted in the future or that Grantee has any guarantee of future employment. Nor shall the assumption and substitution of the Award by the Company nor any future grant of any award by the Company interfere with Grantee’s right or the Company’s right to terminate such employment relationship at any time, with or without cause, to the extent permitted by applicable laws and any enforceable agreement between Grantee and the Company. In addition, the Grantee hereby acknowledges that he or she has entered into employment with Motorola Mobility or a Subsidiary upon terms that did not include this Award or similar awards, that his or her decision to continue employment is not dependent on an

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expectation of this Award or similar awards, and that any amount received under this Award is considered an amount in addition to that which the Grantee expects to be paid for the performance of his or her services. Grantee’s acceptance of this Award is voluntary. The Award is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments, notwithstanding any provision of any compensation, insurance agreement or benefit plan to the contrary.

12. Remedies for Breach. Grantee hereby acknowledges that the harm caused to the Company or Predecessor by the breach or anticipated breach of paragraphs 2(c)(i), (ii) and/or (iii) of this Agreement will be irreparable and further agrees the Company or Predecessor may obtain injunctive relief against the Grantee in addition to and cumulative with any other legal or equitable rights and remedies the Company or Predecessor may have pursuant to this Agreement, any other agreements between the Grantee and the Company, or between Grantee and Predecessor, for the protection of Confidential Information, or law, including the recovery of liquidated damages. Grantee agrees that any interim or final equitable relief entered by a court of competent jurisdiction, as specified in paragraph 15 below, will, at the request of the Company, be entered on consent and enforced by any such court having jurisdiction over the Grantee. This relief would occur without prejudice to any rights either party may have to appeal from the proceedings that resulted in any grant of such relief.

13. Acknowledgements. With respect to the subject matter of paragraphs 2(c)(i), (ii), and (iii), and paragraphs 12 and 15 hereof, this Agreement is the entire agreement with the Company. No waiver of any breach of any provision of this Agreement by the Company shall be construed to be a waiver of any succeeding breach or as a modification of such provision. The provisions of this Agreement shall be severable and in the event that any provision of this Agreement shall be found by any court as specified in paragraph 15 below to be unenforceable, in whole or in part, the remainder of this Agreement shall nevertheless be enforceable and binding on the parties. Grantee hereby agrees that the court may modify any invalid, overbroad or unenforceable term of this Agreement so that such term, as modified, is valid and enforceable under applicable law. Further, by accepting any Award under this Agreement, Grantee affirmatively states that (s)he has not, will not and cannot rely on any representations not expressly made herein.

14. Funding. No assets or shares of Common Stock shall be segregated or earmarked by the Company in respect of any Units awarded hereunder. The grant of Units hereunder shall not constitute a trust and shall be solely for the purpose of recording an unsecured contractual obligation of the Company.

15. Governing Law. All questions concerning the construction, validity and interpretation of this Award shall, unless otherwise provided in the Plan, be governed by and construed according to the law of the State of Illinois without regard to any state’s conflicts of law principles. Any disputes regarding this Award or Agreement shall be brought only in the state or federal courts of Illinois.

16. Waiver. The failure of the Company to enforce at any time any provision of this Award shall in no way be construed to be a waiver of such provision or any other provision hereof.

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17. Actions by the Compensation Committee. The Committee may delegate its authority to administer this Agreement. The actions and determinations of the Compensation Committee or its delegate shall be binding upon the parties.

18. 409A Compliance Applicable Only to Grantees Subject to U.S. Tax. Notwithstanding any provision in this Award to the contrary, if the Grantee is a “specified employee” (certain officers of Motorola Mobility within the meaning of Treasury Regulation Section 1.409A- 1(i) and using the identification methodology selected by Motorola Mobility from time to time) on the date of the Grantee’s termination of employment, any payment which would be considered “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), that the Grantee is entitled to receive upon termination of employment and which otherwise would be paid or delivered during the six month period immediately following the date of the Grantee’s termination of employment will instead be paid or delivered on the earlier of (i) the first day of the seventh month following the date of the Grantee’s termination of employment and (ii) death. Notwithstanding any provision in this Award that requires the Company to pay or deliver payments with respect to Units upon vesting (or within 60 days following the date that the applicable Units vest) if the event that causes the applicable Units to vest is not a permissible payment event as defined in Section 409A(a)(2) of the Code, then the payment with respect to such Units will instead be paid or delivered on the earlier of (i) the specified date of payment or delivery originally provided for such Units and (ii) the date of the Grantee’s termination of employment (subject to any delay required by the first sentence of this paragraph). Payment shall be made within 60 days following the applicable payment date. For purposes of determining the time of payment or delivery of any payment the Grantee is entitled to receive upon termination of employment, the determination of whether the Grantee has experienced a termination of employment will be determined by Motorola Mobility in a manner consistent with the definition of “separation from service” under the default rules of Section 409A of the Code.

19. Acceptance of Terms and Conditions. By electronically accepting this Award Agreement within 30 days after the date of the electronic mail notification by the Company to Grantee of the grant of this Award (“Email Notification Date”), Grantee agrees to be bound by the foregoing terms and conditions, the Plan, and any and all rules and regulations established by Motorola Mobility in connection with the assumption and substitution of the Award. If Grantee does not electronically accept this Award within 30 days of the Email Notification Date, Grantee will not be entitled to the Units.

20. Plan Documents. The Plan and the Prospectus for the Plan are available at http://my.mot-mobility.com/go/EquityAwards or send your request to Equity Administration, 6450 Sequence Drive, San Diego, CA 92121 or equityadmin@motorola.com

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EX-10.28

Exhibit 10.28

RSU F

5/06

RESTRICTED STOCK UNIT SUBSTITUTE AWARD AGREEMENT

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”).

WHEREAS, Grantee received the Award under the Motorola Omnibus Incentive Plan of 2006, as amended (the “2006 Omnibus Plan”);

WHEREAS, the Award was made as a special grant of Motorola, Inc. restricted stock units authorized by the Board of Directors of Motorola, Inc. and the Compensation and Leadership Committee of the Board of Directors of Motorola, Inc.; and

WHEREAS, such Award has been assumed by Motorola Mobility Holdings, Inc. (and including each of its Subsidiaries, the “Company” or “Motorola Mobility”) through the Motorola Mobility Holdings, Inc. Legacy Incentive Plan (the “Plan”) in connection with the distribution to holders of shares of Motorola, Inc. common stock of the outstanding shares of Company common stock (the “Distribution”);

WHEREAS, the terms of the Award are being amended only as necessary to reflect the assumption and substitution of such Award by Motorola Mobility under the terms of the Plan, including an adjustment to the number and kind of shares underlying the Award and that future vesting will be based on employment or service with Motorola Mobility or a Subsidiary; and

WHEREAS, the terms and conditions of the Award, including the terms and conditions related to the vesting of Units upon a “Change in Control”, should be construed and interpreted in accordance with the terms and conditions of the Plan.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the Company has assumed the restricted stock units awarded to Grantee by Motorola, Inc. on the following terms and conditions:

1. Assumption of Restricted Stock Units. The Company hereby substitutes a total of «Txt_Nbr_of_Shares» [multiply number of unvested RSUs from original grant by Spinco Adjustment Factor] («Whole_Nbr_of_Shares») Motorola Mobility restricted stock units (the “Units”) for the Award granted to Grantee by Motorola, Inc. subject to the terms and conditions set forth below. All Awards shall be paid in whole shares of Motorola Mobility Common Stock (“Common Stock”); no fractional shares shall be credited or delivered to Grantee.

2. Restrictions. The Units awarded to Grantee are subject to the transfer and forfeiture conditions set forth below (the “Restrictions”), which shall lapse, if at all, as described in Section 3 below. For purposes of this Award, the term Units includes any additional Units granted to the Grantee with respect to Units, still subject to the Restrictions.

a. Grantee may not directly or indirectly, by operation of law or otherwise, voluntarily or involuntarily, sell, assign, pledge, encumber, charge or otherwise transfer any of the Units still subject to Restrictions. The Units shall be forfeited if Grantee violates or attempts

to violate these transfer Restrictions. Motorola Mobility shall have the right to assign this Agreement, which shall not affect the validity or enforceability of this Agreement. This Agreement shall inure to the benefit of assigns and successors of Motorola Mobility and Predecessor (as defined below).

b. Any Units still subject to the Restrictions shall be (x) automatically forfeited upon the Grantee’s termination of employment with Motorola Mobility or a Subsidiary for any reason other than death, Total and Permanent Disability, Retirement or Involuntary Termination due to (i) a Divestiture or (ii) for a reason other than for Serious Misconduct, and (y) at the discretion of the Compensation Committee, forfeited, if the Grantee is not an appointed vice president or officer of Motorola Mobility at the end of the “Restriction Period” as defined below. For purposes of this Agreement, a “Subsidiary” is any corporation or other entity in which a 50 percent or greater interest is held directly or indirectly by Motorola Mobility and which is consolidated for financial reporting purposes. Total and Permanent Disability is defined in Section 3(a) and Retirement is defined in Section 3(c).

c. If Grantee is a vice president or elected officer on the date of the Award, or has been approved to become a vice president or elected officer on the date of the Award, and Grantee engages in any of the following conduct during Grantee’s employment or the Restricted Covenant Period, in addition to all remedies in law and/or equity available to the Company, any Subsidiary or 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), Grantee shall forfeit all restricted stock units under the Award whose Restrictions have not lapsed, and, for all restricted stock units under the Award whose Restrictions have lapsed, Grantee shall immediately pay to the Company the Fair Market Value (as defined in paragraph 7 below) of Motorola Mobility Common Stock on the date(s) such Restrictions lapsed, without regard to any taxes that may have been deducted from such amount:

i. Grantee uses or discloses, except on behalf of the Company and pursuant to directions during the course of Grantee’s employment, any Confidential Information. “Confidential Information” means information concerning the Company and its business that is not generally known outside the Company, and includes (A) trade secrets; (B) intellectual property; (C) the Company’s methods of operation and Company processes; (D) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (E) information on customers or potential customers, including customers’ names, sales records, prices, and other terms of sales and Company cost information; (F) Company personnel data; (G) Company business plans, marketing plans, financial data and projections; and (H) information received in confidence by the Company from third parties. Information regarding products, services or technological innovations in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company or one of its affiliates is considering for broader use, shall be deemed not generally known until such broader use is actually commercially implemented. For purposes of this definition, “Company” shall include the Company, Predecessor and each of their subsidiaries; and/or

ii. Grantee hires, recruits, solicits or induces, or causes, allows, permits or aids others to hire, recruit, solicit or induce, or to communicate in support of those activities, any

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employee of the Company or Predecessor, as the case may be, who possesses Confidential Information to terminate his/her employment with the Company or Predecessor, as the case may be, and/or to seek employment with Grantee’s new or prospective employer, or any other company; and/or

iii. Grantee engages, including for or on behalf of Predecessor, in activities which are entirely or in part the same as or similar to activities in which Grantee engaged at any time during the two years preceding termination of Grantee’s employment with the Company, including , for any person, company or entity in connection with products, services or technological developments (existing or planned) that are entirely or in part the same as, similar to, or competitive with, any products, services or technological developments (existing or planned) on which Grantee worked at any time, including for or on behalf of Predecessor, during the two years preceding termination of Grantee’s employment with the Company, including any employment with Predecessor. This paragraph applies in countries in which Grantee has physically been present performing work for the Company, Predecessor or their subsidiaries at any time during the two years preceding termination of Grantee’s employment; and/or

iv. Grantee, directly or indirectly, on behalf of Grantee or any other person, company or entity, solicits or participates in soliciting, products or services competitive with or similar to products or services offered by, manufactured by, designed by or distributed by the Company or Predecessor to any person, company or entity which was a customer or potential customer for such products or services and with which Grantee had direct or indirect contact regarding those products or services or about which Grantee learned confidential information at any time during the two years prior to Grantee’s termination of employment with the Company, including any employment with Predecessor; and/or

v. Grantee, directly or indirectly, in any capacity, provides products or services competitive with or similar to products or services offered by the Company or Predecessor to any person, company or entity which was a customer for such products or services and with which customer Grantee had direct or indirect contact regarding those products or services or about which customer Grantee learned Confidential Information at any time during the two years prior to termination of Grantee’s employment with the Company, including any employment with Predecessor.

vi. “Restricted Covenant Period” means the period commencing on the termination of Grantee’s employment with the Company for any reason and ending, (i) in respect of a restriction or limitation relating to Grantee’s employment with Predecessor connected with or in support of activities, products, services, technological developments, customers or potential customers of the business units that are part of Predecessor post-Distribution, one year following the Distribution Date, and (ii) in respect of a restriction or limitation relating to Grantee’s employment with the Company or connected with or in support of activities, products, services, technological developments, customers or potential customers of the business units that are part of the Company post-Distribution, one year following termination of Grantee’s employment with the Company.

d. The Company will not be obligated to pay Grantee any consideration whatsoever for forfeited Units.

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3. Lapse of Restrictions.

a. Except as set forth in Section 3(b) below, the Restrictions applicable to the Units shall lapse, as long as the Units have not been forfeited as described in Section 2 above, as follows:

i. Vesting Period. Your Units will continue to vest in accordance with the original terms and conditions set forth in the applicable Motorola Plans (as defined in the Plan) and your award agreement having the Date of Grant specified above, including any special vesting dates or conditions, with the exception that your vesting on and after January 4, 2011 shall be determined solely by reference to your employment or service with Motorola Mobility or a Subsidiary. For the Units that are currently vested, and those that are scheduled to vest on each future vesting date, you should refer to your on-line account (currently with Morgan Stanley Smith Barney, and reachable at https://www.benefitaccess.com/). You are strongly encouraged to view your on-line account immediately to completely understand your Units and their vesting schedule.

ii. If a Change in Control of the Company occurs and the successor corporation (or parent thereof) does not assume this Award or replace it with a comparable award; provided, further, that with respect to any Award that is assumed or replaced, such assumed or replaced awards shall provide that the Restrictions shall lapse for any Participant that is involuntarily terminated (for a reason other than “Cause”) or quits for “Good Reason” within 24 months of the Change in Control. For purposes of this paragraph, the terms “Change in Control”, “Cause” and “Good Reason” are defined in the Plan;

iii. Upon termination of Grantee’s employment by Motorola Mobility or a Subsidiary by Total and Permanent Disability. “Total and Permanent Disability” means for (x) U.S. employees, entitlement to long term disability benefits under the Motorola Mobility Disability Income Plan, as amended and any successor plan or a determination of a permanent and total disability under a state workers compensation statute and (y) non-U.S. employees, as established by applicable Motorola Mobility policy or as required by local regulations; or

iv. If the Grantee dies.

b. In the case of Retirement, Involuntary Termination due to (i) a Divestiture or (ii) for a reason other than for Serious Misconduct before the expiration of the Restriction Period, if the Units have not been forfeited as described in Section 2 above, then the Restrictions shall lapse on a pro rata basis determined by dividing (i) the number of completed full years of service by the Grantee from the Award Date to the employee’s date of termination by (ii) the total length of the Restriction Period.

c. “Retirement” for purposes of this Agreement means:

i. Retiring at or after age 55 with 20 years of service,

ii. Retiring at or after age 60 with 10 years of service; and

iii. Retiring at or after age 65, without regard to service.

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d. “Termination due to a Divestiture” for purposes of this Agreement means if Grantee accepts employment with another company in direct connection with the sale, lease, outsourcing arrangement or any other type of asset transfer or transfer of any portion of a facility or any portion of a discrete organizational unit of Motorola Mobility or a Subsidiary, or if Grantee remains employed by a Subsidiary that is sold or whose shares are distributed to the Motorola Mobility stockholders in a spin-off or similar transaction (a “Divestiture”).

e. “Serious Misconduct” for purposes of this Agreement means any misconduct identified as a ground for termination in the Motorola Mobility Code of Business Conduct, or the human resources policies, or other written policies or procedures.

f. If, during the Restriction Period, the Grantee takes a Leave of Absence from Motorola Mobility or a Subsidiary, the Units will continue to be subject to this Agreement. If the Restriction Period expires while the Grantee is on a Leave of Absence the Grantee will be entitled to the Units even if the Grantee has not returned to active employment. “Leave of Absence” means an approved leave of absence from Motorola Mobility or a Subsidiary that is not a termination of employment, as determined by Motorola Mobility.

g. To the extent the Restrictions lapse under this Section 3 with respect to the Units, they will be free of the terms and conditions of this Award.

4. Adjustments. If the number of outstanding shares of Common Stock is changed as a result of a stock split or the like without additional consideration to the Company, the number of Units subject to this Award shall be adjusted to correspond to the change in the outstanding shares of Common Stock.

5. Dividends. No dividends (or dividend equivalents) shall be paid with respect to Units credited to the Grantee’s account.

6. Delivery of Certificates or Equivalent. Upon the lapse of Restrictions applicable to the Units, the Company shall, at its election, either (i) deliver to the Grantee a certificate representing a number of shares of Common Stock equal to the number of Units upon which such Restrictions have lapsed, or (ii) establish a brokerage account for the Grantee and credit to that account the number of shares of Common Stock of the Company equal to the number of Units upon which such Restrictions have lapsed plus.

7. Withholding Taxes. The Company is entitled to withhold applicable taxes for the respective tax jurisdiction attributable to this Award or any payment made in connection with the Units. Grantee may satisfy any withholding obligation in whole or in part by electing to have Motorola Mobility retain shares of Common Stock deliverable in connection with the Units having a Fair Market Value on the date the Restrictions applicable to the Units lapse equal to the minimum amount required to be withheld. “Fair Market Value” for this purpose shall be the closing price for a share of Common Stock on the last trading day before the date the Restrictions applicable to the Units lapse as reported for the New York Stock Exchange- Composite Transactions in the Wall Street Journal, Midwest edition.

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8. Voting and Other Rights.

a. Grantee shall have no rights as a stockholder of the Company in respect of the Units, including the right to vote and to receive cash dividends and other distributions until delivery of certificates representing shares of Common Stock in satisfaction of the Units.

b. The grant of Units does not confer upon Grantee any right to continue in the employ of the Company or a Subsidiary or to interfere with the right of the Company or a Subsidiary, to terminate Grantee’s employment at any time.

9. Consent to Transfer Personal Data. By accepting this award, Grantee voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this paragraph. Grantee is not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect Grantee’s ability to participate in the Plan. Motorola Mobility, Predecessor and their Subsidiaries and Grantee’s employer hold certain personal information about the Grantee, that may include his/her name, home address and telephone number, date of birth, social security number or other employee identification number, salary grade, hire data, salary, nationality, job title, any shares of stock held in Motorola Mobility, or details of all restricted stock units or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the Plan (“Data”). Motorola Mobility, Predecessor and/or their Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of Grantee’s participation in the Plan, and Motorola Mobility and/or any of their Subsidiaries may each further transfer Data to any third parties assisting Motorola Mobility in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States. Grantee authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on the Grantee’s behalf to a broker or other third party with whom the Grantee may elect to deposit any shares of stock acquired pursuant to the Plan. Grantee may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting Motorola Mobility.

10. Nature of Award. By accepting this Award Agreement, the Grantee acknowledges his or her understanding that the grant of the Award under the 2006 Omnibus Plan was completely at the discretion of Predecessor, and that Motorola Mobility’s decision to assume this Award in no way implies that similar awards may be granted in the future or that Grantee has any guarantee of future employment. Nor shall the assumption and substitution of the Award by the Company nor any future grant of any award by the Company interfere with Grantee’s right or the Company’s right to terminate such employment relationship at any time, with or without cause, to the extent permitted by applicable laws and any enforceable agreement between Grantee and the Company. In addition, the Grantee hereby acknowledges that he or she has entered into employment with Motorola Mobility or a Subsidiary upon terms that did not include this Award or similar awards, that his or her decision to continue employment is not dependent on an expectation of this Award or similar awards, and that any amount received under this Award is considered an amount in addition to that which the Grantee expects to be paid for the performance of his or her services. Grantee’s acceptance of this Award is voluntary. The Award is not part of normal or expected compensation for purposes of calculating any severance,

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resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments, notwithstanding any provision of any compensation, insurance agreement or benefit plan to the contrary.

11. Remedies for Breach. Grantee hereby acknowledges that the harm caused to the Company or Predecessor by the breach or anticipated breach of paragraphs 2(c)(i), (ii), (iii), (iv) and/or (v) of this Agreement will be irreparable and further agrees the Company or Predecessor may obtain injunctive relief against the Grantee in addition to and cumulative with any other legal or equitable rights and remedies the Company or Predecessor may have pursuant to this Agreement, any other agreements between the Grantee and the Company, or between Grantee and Predecessor, for the protection of Confidential Information, or law, including the recovery of liquidated damages. Grantee agrees that any interim or final equitable relief entered by a court of competent jurisdiction, as specified in paragraph 14 below, will, at the request of the Company, be entered on consent and enforced by any such court having jurisdiction over the Grantee. This relief would occur without prejudice to any rights either party may have to appeal from the proceedings that resulted in any grant of such relief.

12. Acknowledgements. With respect to the subject matter of paragraphs 2(c)(i), (ii), (iii), (iv) and (v), and paragraphs 11 and 14 hereof, this Agreement is the entire agreement with the Company. No waiver of any breach of any provision of this Agreement by the Company shall be construed to be a waiver of any succeeding breach or as a modification of such provision. The provisions of this Agreement shall be severable and in the event that any provision of this Agreement shall be found by any court as specified in paragraph 14 below to be unenforceable, in whole or in part, the remainder of this Agreement shall nevertheless be enforceable and binding on the parties. Grantee hereby agrees that the court may modify any invalid, overbroad or unenforceable term of this Agreement so that such term, as modified, is valid and enforceable under applicable law. Further, by accepting any Award under this Agreement, Grantee affirmatively states that (s)he has not, will not and cannot rely on any representations not expressly made herein.

13. Funding. No assets or shares of Common Stock shall be segregated or earmarked by the Company in respect of any Units awarded hereunder. The grant of Units hereunder shall not constitute a trust and shall be solely for the purpose of recording an unsecured contractual obligation of the Company.

14. Governing Law. All questions concerning the construction, validity and interpretation of this Award shall, unless otherwise provided in the Plan, be governed by and construed according to the law of the State of Illinois without regard to any state’s conflicts of law principles. Any disputes regarding this Award or Agreement shall be brought only in the state or federal courts of Illinois.

15. Waiver. The failure of the Company to enforce at any time any provision of this Award shall in no way be construed to be a waiver of such provision or any other provision hereof.

16. Actions by the Compensation Committee. The Committee may delegate its authority to administer this Agreement. The actions and determinations of the Compensation Committee or its delegate shall be binding upon the parties.

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17. 409A Compliance Applicable Only to Grantees Subject to U.S. Tax. Notwithstanding any provision in this Award to the contrary, if the Grantee is a “specified employee” (certain officers of Motorola Mobility within the meaning of Treasury Regulation Section 1.409A- 1(i) and using the identification methodology selected by Motorola Mobility from time to time) on the date of the Grantee’s termination of employment, any payment which would be considered “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), that the Grantee is entitled to receive upon termination of employment and which otherwise would be paid or delivered during the six month period immediately following the date of the Grantee’s termination of employment will instead be paid or delivered on the earlier of (i) the first day of the seventh month following the date of the Grantee’s termination of employment and (ii) death. Notwithstanding any provision in this Award that requires the Company to pay or deliver payments with respect to Units upon vesting (or within 60 days following the date that the applicable Units vest) if the event that causes the applicable Units to vest is not a permissible payment event as defined in Section 409A(a)(2) of the Code, then the payment with respect to such Units will instead be paid or delivered on the earlier of (i) the specified date of payment or delivery originally provided for such Units and (ii) the date of the Grantee’s termination of employment (subject to any delay required by the first sentence of this paragraph). Payment shall be made within 60 days following the applicable payment date. For purposes of determining the time of payment or delivery of any payment the Grantee is entitled to receive upon termination of employment, the determination of whether the Grantee has experienced a termination of employment will be determined by Motorola Mobility in a manner consistent with the definition of “separation from service” under the default rules of Section 409A of the Code.

18. Acceptance of Terms and Conditions. By electronically accepting this Award Agreement within 30 days after the date of the electronic mail notification by the Company to Grantee of the grant of this Award (“Email Notification Date”), Grantee agrees to be bound by the foregoing terms and conditions, the Plan, and any and all rules and regulations established by Motorola Mobility in connection with the assumption and substitution of the Award. If Grantee does not electronically accept this Award within 30 days of the Email Notification Date, Grantee will not be entitled to the Units.

19. Plan Documents. The Plan and the Prospectus for the Plan are available at http://my.mot-mobility.com/go/EquityAwards or send your request to Equity Administration, 6450 Sequence Drive, San Diego, CA 92121 or equityadmin@motorola.com.

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EX-10.29

Exhibit 10.29

2006-2011

STOCK OPTION CONSIDERATION AGREEMENT

GRANT DATE: [GRANT DATE]

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”). Such adjustment and substitution included an adjustment to the number and kind of shares underlying the Original Award and that future vesting will be based on employment or service with the Company or as otherwise provided in the Substitute Award Document.

As consideration for the assumption and substitution of the Original Award granted to me by Predecessor (the “Covered Options”), and the Company and its predecessors, including Predecessor, having provided me with Confidential Information as an [appointed vice president or elected officer] of the Company and/or its Predecessor, I agree to the following:

1. I agree that during the course of my employment and thereafter, I will not use or disclose, except on behalf of the Company and pursuant to its directions, any Confidential Information. Confidential Information means information concerning the Company and its business that is not generally known outside the Company. Confidential Information includes: (i) trade secrets; (ii) intellectual property; (iii) the Company’s methods of operation and Company processes; (iv) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (v) information on customers or potential customers, including customers’ names, sales records, prices, and other terms of sales and Company cost information; (vi) Company personnel data; (vii) Company business plans, marketing plans, financial data and projections; and (viii) information received in confidence by the Company from third parties. Information regarding products or technological innovations in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company or one of its affiliates is considering for broader use, shall not be deemed generally known until such broader use is actually commercially implemented. For purposes of this paragraph 1, “Company” shall include the Company, Predecessor and each of their subsidiaries.

2. I agree that during my employment and the Restricted Covenant Period, I will not hire, recruit, solicit or induce, or cause, allow, permit or aid others to hire, recruit, solicit or induce, or to communicate in support of those activities, any employee of the Company or Predecessor, as the case may be, who possesses Confidential Information to terminate his/her employment with the Company or Predecessor, as the case may be, and/or to seek employment with my new or prospective employer, or any other company. For purposes

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Exhibit 10.29

2006-2009

of this Agreement, “Restricted Covenant Period” shall mean the period commencing on the termination of my employment with the Company for any reason and ending, (i) in respect of a restriction or limitation relating to my employment with Predecessor connected with or in support of activities, products, services, technological developments, customers or potential customers of the business units that are part of Predecessor post-Distribution, one year following the Distribution Date, and (ii) in respect of a restriction or limitation relating to my employment with the Company or connected with or in support of activities, products, services, technological developments, customers or potential customers of the business units that are part of the Company post-Distribution, one year following termination of my employment with the Company.

3. I agree that during my employment and during the Restricted Covenant Period, I will not engage in activities which are entirely or in part the same as or similar to activities in which I engaged, including for or on behalf of Predecessor, at any time during the one year preceding termination of my employment with the Company, for any person, company or entity in connection with products, services or technological developments (existing or planned) on which I worked at any time, including for or on behalf of Predecessor, during the one year preceding termination of my employment with the Company, including any employment with Predecessor. This paragraph applies in the countries in which I have physically been present performing work for the Company, Predecessor or their subsidiaries at any time during the one year preceding termination of my employment.

4. I agree that during my employment and during the Restricted Covenant Period, I will not, directly or indirectly, on behalf of myself or any other person, company or entity, solicit or participate in soliciting, products or services competitive with or similar to products or services offered by, manufactured by, designed by or distributed by the Company or Predecessor to any person, company or entity which was a customer or potential customer for such products or services and with which I had direct or indirect contact regarding those products or services or about which I learned Confidential Information at any time during the two years prior to termination of employment with the Company, including any employment with Predecessor.

5. I agree that during my employment and during the Restricted Covenant Period, I will not directly or indirectly, in any capacity, provide products or services competitive with or similar to products or services offered by the Company or Predecessor to any person, company or entity which was a customer for such products or services and with which customer I had direct or indirect contact regarding those products or services or about which customer I learned Confidential Information at any time during the one year prior to termination of my employment with the Company, including any employment with Predecessor.

6. If I am an officer subject to Section 16 of the Securities Exchange Act of 1934 on the day of this grant, I acknowledge that the Covered Options are subject to the terms and conditions of the Company’s Policy Regarding Recoupment of Incentive Payments Upon Financial Restatement (such policy, as it may be amended from time to time, being the “Recoupment Policy”). The Recoupment Policy provides for determinations by

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Exhibit 10.29

2006-2009

the Company’s independent directors that, as a result of intentional misconduct by me, the Company’s financial results were restated (a “Policy Restatement”). In the event of a Policy Restatement, the Company’s independent directors may require, among other things (a) cancellation of any of the Covered Options that remain outstanding; and/or (b) reimbursement of any gains realized in respect of the Covered Options, if and to the extent the conditions set forth in the Recoupment Policy shall apply. Any determinations made by the independent directors in accordance with the Recoupment Policy shall be binding upon me. The Recoupment Policy is in addition to any other remedies which may be otherwise available at law, in equity or under contract to the Company.

7. I agree that by accepting the Covered Options, if I violate the terms of paragraphs 1 through and including 5 of this Agreement, then, in addition to any other remedies available in law and/or equity, all of my vested and unvested Covered Options will terminate and no longer be exercisable, and for all Covered Options exercised within one year prior to the termination of my employment with the Company, including any employment with Predecessor, for any reason or anytime after termination of my employment for any reason, I will immediately pay to the Company the difference between the exercise price as reflected in the Substitute Award Document for the Covered Options and the market price of the shares of Company Common Stock on the date of exercise (the “spread”).

8. The requirements of this Agreement can be waived or modified only upon the prior written consent of the Company. I acknowledge that the promises in this Agreement, not any employment of or services performed by me in the course and scope of that employment, are the sole consideration for the Covered Options. I agree the Company shall have the right to assign this Agreement which shall not affect the validity or enforceability of this Agreement. This Agreement shall inure to the benefit of the Company, its assigns and successors, and Predecessor.

9. I agree that during my employment and for a period of one year following the termination of my employment by the Company for any reason, I will immediately inform the Company of (i) the identity of my new employer (or the nature of any start-up business, consulting arrangements or self-employment), (ii) my new title, and (iii) my job duties and responsibilities. I hereby authorize the Company to provide a copy of this Agreement to my new employer and/or to share information with Predecessor if deemed relevant to Predecessor’s ability to enforce its rights under this Agreement. I further agree to provide information to the Company as may from time to time be requested in order to determine my compliance with the terms of this Agreement.

10. I acknowledge that the harm caused to the Company and/or Predecessor by the breach or anticipated breach of paragraphs 1, 2, 3, 4 and/or 5 of this Agreement will be irreparable and I agree the Company and/or Predecessor may obtain injunctive relief against me in addition to and cumulative with any other legal or equitable rights and remedies the Company and/or Predecessor may have pursuant to this Agreement, any other agreements between me and the Company, or between me and Predecessor, for the protection of Confidential Information, or law, including the recovery of liquidated damages. I agree that any interim or final equitable relief entered by a court of competent jurisdiction, as

- 3 -

Exhibit 10.29

2006-2009

specified in paragraph 13 below, will, at the request of the Company and/or Predecessor, be entered on consent and enforced by any such court having jurisdiction over me. This relief would occur without prejudice to any rights either party may have to appeal from the proceedings that resulted in any grant of such relief.

11. With respect to the Covered Options, this Agreement, the Substitute Award Document and the Plan are my entire agreement with the Company. No waiver of any breach of any provision of this Agreement by the Company shall be construed to be a waiver of any succeeding breach or as a modification of such provision. The provisions of this Agreement shall be severable and in the event that any provision of this Agreement shall be found by any court as specified in paragraph 13 below to be unenforceable, in whole or in part, the remainder of this Agreement shall nevertheless be enforceable and binding on the parties. I also agree that the court may modify any invalid, overbroad or unenforceable term of this Agreement so that such term, as modified, is valid and enforceable under applicable law. Further, I affirmatively state that I have not, will not and cannot rely on any representations not expressly made herein.

12. I accept the terms of this Agreement and the Covered Options, subject to the terms of this Agreement, the Plan, and the Substitute Award Document issued pursuant thereto. I am familiar with the Plan and agree to be bound by it to the extent applicable, as well as by the actions of the Company’s Board of Directors or any committee thereof.

13. I agree that this Agreement and the Plan, and the Substitute Award Document issued pursuant thereto, together constitute an agreement between the Company and me. I further agree that, unless otherwise provided in the Plan, 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.

Date	Signature	Printed Name
		Commerce ID

IN ORDER FOR THE ABOVE-REFERENCED COVERED OPTION(S) TO BE EXERCISABLE, THIS AGREEMENT, SIGNED AND DATED, MUST BE RETURNED TO MOTOROLA MOBILITY HOLDINGS, INC. c/o EXECUTIVE REWARDS NO LATER THAN                                         .

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EX-10.30

Exhibit 10.30

2003

STOCK OPTION CONSIDERATION AGREEMENT

GRANT DATE: [GRANT DATE]

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”). Such adjustment and substitution included an adjustment to the number and kind of shares underlying the Original Award and that future vesting will be based on employment or service with the Company or as otherwise provided in the Substitute Award Document.

As consideration for the assumption and substitution of the Original Award granted to me by Predecessor (“the Covered Options”), and the Company and its predecessors, including Predecessor, having provided me with Confidential Information as an [appointed vice president or elected officer] of the Company and/or its Predecessor, I agree to the following:

1. I agree that during the course of my employment and thereafter, I will not use or disclose, except on behalf of the Company and pursuant to its directions during the course of my employment, any Confidential Information. Confidential Information means information concerning the Company and its business that is not generally known outside the Company. Confidential Information includes: (i) trade secrets; (ii) intellectual property; (iii) the Company’s methods of operation and Company processes; (iv) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (v) information on customers or potential customers, including customers’ names, sales records, prices, and other terms of sales and Company cost information; (vi) Company personnel data; (vii) Company business plans, marketing plans, financial data and projections; and (viii) information received in confidence by the Company from third parties. Information regarding products or technological innovations in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company or one of its affiliates is considering for broader use, shall not be deemed generally known until such broader use is actually commercially implemented. For purposes of this paragraph 1, “Company” shall include the Company, Predecessor and each of their subsidiaries.

2. I acknowledge and agree that during the Restricted Covenant Period, I will not recruit, solicit or induce, or cause, allow, permit or aid others to recruit, solicit or induce, or to communicate in support of those activities, any employee of the Company or Predecessor, as the case may be, to terminate his/her employment with the Company or Predecessor, as the case may be, and/or to seek employment with my new or prospective

- 1 -

Exhibit 10.30

2003

employer, or any other company. For purposes of this Agreement, “Restricted Covenant Period” shall mean the period commencing on the termination of my employment with the Company for any reason and ending, (i) in respect of a restriction or limitation relating to my employment with Predecessor connected with or in support of activities, products, services, technological developments, customers or potential customers of the business units that are part of Predecessor post-Distribution, two years following the Distribution Date, and (ii) in respect of a restriction or limitation relating to my employment with the Company or connected with or in support of activities, products, services, technological developments, customers or potential customers of the business units that are part of the Company post-Distribution, two years following termination of my employment with the Company.

3. I understand that by accepting the Covered Options, (i) if I violate the terms of paragraphs 1 or 2 of this Agreement, or (ii) if during the Restricted Covenant Period I engage in activities which are the same as or similar to activities in which I engaged at any time during the two years preceding termination of my employment with the Company, including any employment with Predecessor, for any person, company or entity in connection with products, services or technological developments (existing or planned) that are the same as, similar to, or competitive with, any products, services or technological developments (existing or planned) on which I worked at any time during the two years preceding the termination of my employment with the Company, including any employment with Predecessor, then: (a) all of my vested and unvested Covered Options will terminate and no longer be exercisable; and (b) for all Covered Options exercised within two years prior to the termination of my employment with the Company or anytime after termination of my employment with the Company, I will immediately pay to the Company the difference between the exercise price as reflected in the Substitute Award Document for the Covered Options and the market price of the shares of Company common stock on the date of exercise (the “spread”). Paragraph 3(ii) applies in the countries in or for which I have performed work at any time during the two years preceding termination of my employment.

4. The requirements of this Agreement can be waived or modified only upon the prior written consent of the Company. I acknowledge that the promises in this Agreement, not any employment of or services performed by me in the course and scope of that employment, are the sole consideration for the Covered Options.

5. I agree that upon termination of employment with the Company and two years thereafter, I will immediately inform the Company of (i) the identity of my new employer (or the nature of any start-up business, consulting arrangements or self-employment), (ii) my new title, and (iii) my job duties and responsibilities. I hereby authorize the Company to provide a copy of this Agreement to my new employer and/or to share information with Predecessor if deemed relevant to Predecessor’s ability to enforce its rights under this Agreement. I further agree to provide information to the Company as may from time to time be requested in order to determine my compliance with the terms of this Agreement.

6. I acknowledge that the harm caused to the Company and/or Predecessor by the breach or anticipated breach of paragraphs 1 and/or 2 of this Agreement may be irreparable and I

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Exhibit 10.30

2003

agree the Company and/or Predecessor may have injunctive relief against me in addition to and cumulative with any other rights and remedies the Company and/or Predecessor may have pursuant to this Agreement, any other agreements between me and the Company, or between me and Predecessor for the protection of Confidential Information, or law, including the recovery of liquidated damages. I agree that any interim or final equitable relief entered by a court of competent jurisdiction will, at the request of the Company and/or Predecessor, be entered on consent and enforced by any such court having jurisdiction over me. This relief would occur without prejudice to any rights either party may have to appeal from the proceedings that resulted in any grant of such relief.

7. If any provisions contained in this Agreement shall be determined by a court of competent jurisdiction to be overly broad as to scope of activity, duration or territory, I consent to any request by the Company and/or Predecessor to such court to interpret such provision by limiting or reducing it to be enforceable to the extent compatible with then applicable law. If any one or more of the terms, provisions, covenants or restrictions of this Agreement are determined by a court of competent jurisdiction to be invalid, void or unenforceable, then the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. However, and without regard to the foregoing, if paragraphs 1, 2 and 3 herein, or either of them, is not enforceable or otherwise invalid, the consideration I am providing the Company for the Covered Options would fail. I agree that all of my Covered Options will terminate and that, I will pay the Company the spread on any Covered Options exercised within two years prior to the termination of my employment or anytime after termination of my employment.

8. I accept the terms of this Agreement and the Covered Options, subject to the terms of this Agreement, the Plan, and the Substitute Award Document issued pursuant thereto. I am familiar with the Plan and agree to be bound by it to the extent applicable, the actions of the Compensation Committee and the actions of the Company’s Board of Directors.

9. I agree that this Agreement and the Plan, and the Substitute Award Document issued pursuant thereto, together constitute an agreement between the Company and me. I further agree that, unless otherwise provided in the Plan, this Agreement is governed by the laws of Illinois, without giving effect to principles of Conflicts of Laws, and any legal action related to this Agreement shall be brought in any 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 stock option(s) offer.

Date	Signature	Printed Name
		Commerce ID

- 3 -

Exhibit 10.30

2003

IN ORDER FOR THE ABOVE-REFERENCED COVERED OPTION(S) TO BE EXERCISABLE, THIS AGREEMENT, SIGNED AND DATED, MUST BE RETURNED TO MOTOROLA MOBILITY HOLDINGS, INC. c/o EXECUTIVE REWARDS NO LATER THAN

                                         .

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EX-10.33

Exhibit 10.33

MOTOROLA MOBILITY

SUBSTITUTE AWARD DOCUMENT

For the

Motorola Mobility Holdings, Inc. Legacy Incentive Plan

Terms and Conditions Related to Non-Employee Director Nonqualified Stock Options

Recipient:	Date of Expiration:
Commerce ID#:	Original Number of Options Granted (adjusted):
Original Date of Grant:	Exercise Price (adjusted):
	Number of Options Outstanding as of January 4, 2011 (adjusted):

On the Original Date of Grant (the “Date of Grant”), Motorola, Inc. granted you options to purchase shares of its common stock under the Motorola Omnibus Incentive Plan of 2002. Such options have been assumed by Motorola Mobility Holdings, Inc. (“Motorola Mobility” or the “Company”) through the Motorola Mobility Holdings, Inc. Legacy Incentive Plan (the “Plan”) as of the Distribution Date (as defined in the Plan). The number of options (“Options”) awarded to you and the exercise price per Option, (as adjusted, the “Exercise Price”) have been adjusted as stated above to reflect the assumption and substitution of the awards by Motorola Mobility under the terms of the Plan. As adjusted, each Option entitles you to purchase one share of Motorola Mobility’s common stock on the terms described below and in the Plan. Your future vesting and exercise period will be based on your service as a Non-Employee Director of Motorola Mobility (as defined below). The terms and conditions of this Award Document, including the terms and conditions related to the vesting and expiration of Options upon a “Change of Control”, should be construed and interpreted in accordance with the above, as well as the terms and conditions of the Plan.

Your Options will continue to vest and become exercisable in accordance with the original terms and conditions set forth in the applicable Motorola Plans (as defined in the Plan) and your award agreement having the Original Date of Grant specified above, including any special vesting dates or conditions, with the exception that your vesting on and after January 4, 2011 shall be determined solely by reference to your employment or service with Motorola Mobility or a Subsidiary. For the Number of Options Outstanding as of January 4, 2011 (as adjusted) that are currently vested and exercisable, and those that are scheduled to vest and become exercisable on each future vesting date, you should refer to your on-line account (currently with Morgan Stanley Smith Barney, and reachable at https://www.benefitaccess.com/). You are strongly encouraged to view your on-line account immediately to completely understand your Options and their vesting schedule.

Vesting and Exercisability   You cannot exercise the Options until they have vested. Regular Vesting – The Options will vest according to the terms and conditions described above (subject to the other terms hereof).   Special Vesting – You may be subject to the Special Vesting Dates described below if your service as a Non-Employee Director of Motorola Mobility terminates.

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Exhibit 10.33

Exercisability – You may exercise Options at any time after they vest and before they expire as described below.   Expiration   All Options expire on the Date of Expiration as stated above. Once an Option expires, you no longer have the right to exercise it.   Special Vesting Dates   There are events that cause your Options to vest sooner than the schedule discussed above. Those events are as follows:   Retirement- If your service as a Non-Employee Director with Motorola Mobility is ended because of your Retirement, Options that are not vested will automatically become fully vested upon your Retirement. All your Options will then expire on the Date of Expiration stated above. Retirement as a Non-Employee Director means (only for purposes of this Option) the following:   (i) your resignation at or after age 55,   (ii) your failure to stand for re-election at or after age 55, or   (iii) your failure to be re-elected at or after age 55.   Death- If your service as a Non-Employee Director with Motorola Mobility is terminated because of your death, Options that are not vested will automatically become fully vested upon your death. All your Options will then expire on the Date of Expiration stated above. Until that time, with written proof of death and inheritance, the Options will be exercisable by your legal representative, legatees or distributees.   Change In Control- If there is a Change in Control of Motorola Mobility (as defined in the Plan), all the unvested Options will automatically become fully vested as described in the Plan and will be exercisable until the Date of Expiration stated above.   Termination of Service as a Non-Employee Director for any Other Reason than Described Above – If your service as a Non-Employee Director terminates for any reason other than that described above, all of your unvested Options will become fully exercisable upon your termination and will be fully exercisable until the Date of Expiration stated above. Other Terms   Method of Exercising- You must follow the procedures for exercising options established by Motorola Mobility from time to time. At the time of exercise, you must pay the Exercise Price for all of the Options being exercised. Options may not be exercised for less than 50 shares unless the number of shares represented by the Option is less than 50 shares, in which case the Option must be exercised for the remaining amount.   Transferability- Options are transferable by will or the laws of descent and distribution and as provided by the resolutions of the Committee authorizing the grant of the Options.   Consent to Transfer Personal Data   By accepting this award, you voluntarily acknowledge and consent to the collection, use, processing and transfer of personal data as described in this paragraph. You are not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect your ability to participate in the Plan. Motorola Mobility and its Subsidiaries hold certain personal information about you, that may include your name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, any shares of stock held in Motorola Mobility, or details of all options or any other entitlement to shares of stock awarded, canceled, purchased, vested or unvested, for the purpose of managing and administering the Plan (“Data”). Motorola Mobility and/or its Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan, and Motorola Mobility and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Mobility in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States. You authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on your behalf to a broker or other third party with

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Exhibit 10.33

whom you may elect to deposit any shares of stock acquired pursuant to the Plan. You may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting Motorola Mobility; however, withdrawing your consent may affect your ability to participate in the Plan.   Acknowledgement of Discretionary Nature of the Plan; No Vested Rights   You acknowledge and agree that the Plan is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by Motorola Mobility, in its sole discretion, at any time. The grant of awards under the Plan is a one-time benefit and does not create any contractual or other right to receive an award in the future. Future grants, if any, will be at the sole discretion of Motorola Mobility, including, but not limited to, the timing of any grant, the amount of the award, vesting provisions, and the exercise price.   Definition of Terms   If a term is used but not defined, it has the meaning given such term in the Plan. “Fair Market Value” is the closing price for a share of Motorola Mobility common stock on the last trading day before the date of grant or date of exercise, whichever is applicable. The official source for the closing price is the New York Stock Exchange Composite Transaction as reported in the Wall Street Journal, Midwest edition.   “Subsidiary” means an entity of which Motorola Mobility owns directly or indirectly at least 50% and that Motorola Mobility consolidates for financial reporting purposes.   Acceptance of Terms and Conditions   By accepting the Options, you agree to be bound by these terms and conditions, the Plan, any and all rules and regulations established by Motorola Mobility in connection with awards issued under the Plan.   Other Information about Your Options and the Plan   The Plan and the Prospectus for the Plan are available at http://my.mot-mobility.com/go/EquityAwards or send your request to Equity Administration, 6450 Sequence Drive, San Diego, CA 92121 or equityadmin@motorola.com.

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EX-10.34

Exhibit 10.34

MOTOROLA MOBILITY

SUBSTITUTE AWARD DOCUMENT

For the

Motorola Mobility Holdings, Inc. Legacy Incentive Plan

Terms and Conditions Related to Employee Nonqualified Stock Options

Recipient:		Date of Expiration:	4/2/2017
Commerce ID#:		Original Number of Options Granted (adjusted):
Original Date of Grant:	4/2/2007	Exercise Price (adjusted):
		Number of Options Outstanding as of January 4, 2011 (adjusted):

On the Original Date of Grant (the “Date of Grant”), Motorola, Inc. granted you options to purchase shares of its common stock under the Motorola Omnibus Incentive Plan of 2006. Such options have been assumed by Motorola Mobility Holdings, Inc. (“Motorola Mobility” or the “Company”) through the Motorola Mobility Holdings, Inc. Legacy Incentive Plan (the “Plan”) as of the Distribution Date (as defined in the Plan). The number of options (“Options”) awarded to you and the exercise price per Option (as adjusted, the “Exercise Price”) have been adjusted as stated above to reflect the assumption and substitution of the awards by Motorola Mobility under the terms of the Plan. As adjusted, each Option entitles you to purchase one share of Motorola Mobility’s common stock on the terms described below and in the Plan. Your future vesting and exercise period will be based on your service with Motorola Mobility or a Subsidiary (as defined below). The terms and conditions of this Award Document, including the terms and conditions related to the vesting and expiration of Options upon a “Change in Control”, should be construed and interpreted in accordance with the above, as well as the terms and conditions of the Plan.

Your Options will continue to vest and become exercisable in accordance with the original terms and conditions set forth in the applicable Motorola Plans (as defined in the Plan) and your award agreement having the Original Date of Grant specified above, including any special vesting dates or conditions, with the exception that your vesting on and after January 4, 2011 shall be determined solely by reference to your employment or service with Motorola Mobility or a Subsidiary. For the Number of Options Outstanding as of January 4, 2011 (as adjusted) that are currently vested and exercisable, and those that are scheduled to vest and become exercisable on each future vesting date, you should refer to your on-line account (currently with Morgan Stanley Smith Barney, and reachable at https://www.benefitaccess.com/). You are strongly encouraged to view your on-line account immediately to completely understand your Options and their vesting schedule.

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Exhibit 10.34

Vesting and Exercisability

You cannot exercise the Options until they have vested.

Regular Vesting – The Options will vest according to the terms and conditions described above (subject to the other terms hereof).

Special Vesting – You may be subject to the Special Vesting Dates described below if your employment or service with Motorola Mobility or a Subsidiary (as defined below) terminates.

Exercisability – You may exercise Options at any time after they vest and before they expire as described below.

Expiration

All Options expire on the earlier of (1) the Date of Expiration as stated above or (2) any of the Special Expiration Dates described below. Once an Option expires, you no longer have the right to exercise it.

Special Vesting Dates and Special Expiration Dates

There are events that cause your Options to vest sooner than the Regular Vesting schedule discussed above or to expire sooner than the Date of Expiration as stated above. Those events are as follows:

Board Service Following Employment Period - If you continue as a member of the Board of Directors of Motorola Mobility (the “Board”), then all of your Options will continue to vest in accordance with the Regular Vesting schedule (or, in the event of a “Change in Control”, in accordance with the Special Vesting rules discussed below) based upon your continued service as a member of the Board. If you cease to serve as a member of the Board for any reason, then (a) all of your unvested Options will become fully vested on the date your Board service ceases, and (b) all of your Options will be exercisable from the date your Board service ceases until the Date of Expiration set forth above, unless any of the following four Special Vesting rules apply:

-If you are removed from the Board or not re-nominated to the Board for “Cause” as defined in the Plan, then all of your Options (vested and unvested) expire upon the date you cease to be a member of the Board.

-If you voluntarily resign from the Board, all of your unvested Options will automatically expire upon the effective date of your resignation, and all of your vested but not yet exercised Options will expire on the earlier of (i) the date ninety (90) days after the date of resignation, or (ii) the Date of Expiration stated above.

-If your service with the Board ends because of your death, Options that are not vested will automatically become fully vested upon your death. All your Options will then expire on the earlier of the first anniversary of your death or the Date of Expiration stated above. Until that time, with written proof of death and inheritance, the Options will be exercisable by your legal representative, legatees or distributees.

-If a “Change in Control” of the Company occurs during your service with the Board, and the successor corporation does not assume these Options or replace them with options that preserve the existing value of this award at the time of the Change in Control and provide for subsequent payout in accordance with the same vesting schedule applicable to this award, then: (1) all of your unvested Options will be fully vested and (2) all of your Options will be exercisable until the Date of Expiration set forth above. Further, with respect to any Options that are assumed or replaced as described above, such assumed or replaced options shall provide that they will be fully vested and exercisable until the Date of Expiration set forth above if you resign from the Board for Good Reason or are removed from the Board or not renominated to the Board for a reason other than “Cause” within 24 months of the Change in Control. For purposes of this paragraph, the terms “Good Reason”, “Change in Control” and “Cause” are defined in the Plan.

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Exhibit 10.34

Other Terms

Method of Exercising- You must follow the procedures for exercising options established by Motorola Mobility from time to time. At the time of exercise, you must pay the Exercise Price for all of the Options being exercised and any taxes that are required to be withheld by Motorola Mobility or a Subsidiary in connection with the exercise. Options may not be exercised for less than 50 shares unless the number of shares represented by the Option is less than 50 shares, in which case the Option must be exercised for the remaining amount.

Transferability- Unless the Committee provides, Options are not transferable other than by will or the laws of descent and distribution.

Tax Withholding- Motorola Mobility or a Subsidiary is entitled to withhold an amount equal to the required minimum statutory withholding taxes for the respective tax jurisdictions attributable to any share of common stock deliverable in connection with the exercise of the Options. You may satisfy any minimum withholding obligation and any additional withholding, if desired, by electing to have the plan administrator retain Option shares having a Fair Market Value on the date of exercise equal to the amount to be withheld.

Definition of Terms

If a term is used but not defined, it has the meaning given such term in the Plan.

“Confidential Information” means information concerning the Company and its business that is not generally known outside the Company, and includes (A) trade secrets; (B) intellectual property; (C) the Company’s methods of operation and Company processes; (D) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (E) information on customers or potential customers, including customers’ names, sales records, prices, and other terms of sales and Company cost information; (F) Company personnel data; (G) Company business plans, marketing plans, financial data and projections; and (H) information received in confidence by the Company from third parties. Information regarding products, services or technological innovations in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company or one of its affiliates is considering for broader use, shall be deemed generally known until such broader use is actually commercially implemented.

“Fair Market Value” is the closing price for a share of Motorola Mobility common stock on the date of grant or date of exercise, whichever is applicable. The official source for the closing price is the New York Stock Exchange Composite Transaction as reported in the Wall Street Journal, Midwest edition.

“Serious Misconduct” means any misconduct identified as a ground for termination in the Motorola Mobility Code of Business Conduct, or the human resources policies, or other written policies or procedures.

“Subsidiary” means an entity of which Motorola Mobility owns directly or indirectly at least 50% and that Motorola Mobility consolidates for financial reporting purposes.

“Total and Permanent Disability” means for (x) U.S. employees, entitlement to long-term disability benefits under the Motorola Mobility Disability Income Plan, as amended and any successor plan or a determination of a permanent and total disability under a state workers compensation statute and (y) non-U.S. employees, as established by applicable Motorola Mobility policy or as required by local regulations.

“Temporary Layoff” means a layoff or redundancy that is communicated as being for a period of up to twelve months and as including a right to recall under defined circumstances.

Consent to Transfer Personal Data

By accepting this award, you voluntarily acknowledge and consent to the collection, use, processing and transfer of personal data as described in this paragraph. You are not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect your ability to participate in the Plan. Motorola Mobility, its Subsidiaries and your employer hold certain personal information about you, that may include your name, home address and telephone number, date of birth, social security number or other employee

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Exhibit 10.34

identification number, salary, salary grade, hire date, nationality, job title, any shares of stock held in Motorola Mobility, or details of all options or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the Plan (“Data”). Motorola Mobility and/or its Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan, and Motorola Mobility and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Mobility in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States. You authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on your behalf to a broker or other third party with whom you may elect to deposit any shares of stock acquired pursuant to the Plan. You may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting Motorola Mobility; however, withdrawing your consent may affect your ability to participate in the Plan.

Acknowledgement of Discretionary Nature of the Plan; No Vested Rights

You acknowledge and agree that the Plan is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by Motorola Mobility or a Subsidiary, in its sole discretion, at any time. The grant of awards under the Plan is a one-time benefit and does not create any contractual or other right to receive an award in the future or to future employment. Nor shall this or any such grant interfere with your right or the Company’s right to terminate such employment relationship at any time, with or without cause, to the extent permitted by applicable laws and any enforceable agreement between you and the Company. Future grants, if any, will be at the sole discretion of Motorola Mobility, including, but not limited to, the timing of any grant, the amount of the award, vesting provisions, and the exercise price.

No Relation to Other Benefits/Termination Indemnities

Your acceptance of this award and participation under the Plan is voluntary. The value of your stock option awarded herein is an extraordinary item of compensation outside the scope of your employment contract, if any. As such, the stock option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments, notwithstanding any provision of any compensation, insurance agreement or benefit plan to the contrary.

Agreement Following Termination of Employment

As a further condition of accepting the Options, you acknowledge and agree that for a period of one year following your termination of employment or service, you will not hire, recruit, solicit or induce, or cause, allow, permit or aid others to hire, recruit, solicit or induce, or to communicate in support of those activities, any employee of Motorola Mobility or a Subsidiary who possesses Confidential Information of Motorola Mobility or a Subsidiary to terminate his/her employment with Motorola Mobility or a Subsidiary and/or to seek employment with your new or prospective employer, or any other company.

You agree that upon termination of employment with Motorola Mobility or a Subsidiary, and for a period of one year thereafter, you will immediately inform Motorola Mobility of (i) the identity of your new employer (or the nature of any start-up business or self-employment), (ii) your new title, and (iii) your job duties and responsibilities. You hereby authorize Motorola Mobility or a Subsidiary to provide a copy of this Award Document to your new employer. You further agree to provide information to Motorola Mobility or a Subsidiary as may from time to time be requested in order to determine your compliance with the terms hereof.

Substitute Stock Appreciation Right

Motorola Mobility reserves the right to substitute a Stock Appreciation Right for your Option in the event certain changes are made in the accounting treatment of stock options. Any substitute Stock Appreciation Right shall be applicable to the same number of shares as your Option and shall have the same Date of Expiration, Exercise Price, and other terms and conditions. Any substitute Stock Appreciation Right may be settled only in common stock.

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Exhibit 10.34

Acceptance of Terms and Conditions

By accepting the Options, you agree to be bound by these terms and conditions, the Plan, any and all rules and regulations established by Motorola Mobility in connection with awards issued under the Plan, and any additional covenants or promises Motorola Mobility may require as a condition of the grant.

Other Information about Your Options and the Plan

The Plan and the Prospectus for the Plan are available at http://my.mot-mobility.com/go/EquityAwards or send your request to Equity Administration, 6450 Sequence Drive, San Diego, CA 92121 or equityadmin@motorola.com.

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EX-10.35

Exhibit 10.35

T.Meredith    

2006 Plan

MOTOROLA MOBILITY

SUBSTITUTE AWARD DOCUMENT

For the

Motorola Mobility Holdings, Inc. Legacy Incentive Plan

Terms and Conditions Related to Employee Nonqualified Stock Options

Recipient:	Date of Expiration:
Commerce ID#:	Original Number of Options Granted (adjusted):
Original Date of Grant:	Exercise Price (adjusted):
	Number of Options Outstanding as of January 4, 2011 (adjusted)

On the Original Date of Grant (the “Date of Grant”), Motorola, Inc. granted you options to purchase shares of its common stock under the Motorola Omnibus Incentive Plan of 2006. Such options have been assumed by Motorola Mobility Holdings, Inc. (“Motorola Mobility” or the “Company”) through the Motorola Mobility Holdings, Inc. Legacy Incentive Plan (the “Plan”) as of the Distribution Date (as defined in the Plan).The number of options (“Options”) awarded to you and the exercise price per Option (as adjusted, the “Exercise Price”), have been adjusted as stated above to reflect the assumption and substitution of the awards by Motorola Mobility under the terms of the Plan. As adjusted, each Option entitles you to purchase one share of Motorola Mobility’s common stock on the terms described below and in the Plan. Your future vesting and exercise period will be based on your employment or service with Motorola Mobility or a Subsidiary (as defined below). The terms and conditions of this Award Document, including the terms and conditions related to the vesting and expiration of Options upon a Change in Control should be construed and interpreted in accordance with the above, as well as the terms and conditions of the Plan.

Your Options will continue to vest and become exercisable in accordance with the original terms and conditions set forth in the applicable Motorola Plans (as defined in the Plan) and your award agreement having the Original Date of Grant specified above, including any special vesting dates or conditions, with the exception that your vesting on and after January 4, 2011 shall be determined solely by reference to your employment or service with Motorola Mobility or a Subsidiary. For the Number of Options Outstanding as of January 4, 2011 (as adjusted) that are currently vested and exercisable, and those that are scheduled to vest and become exercisable on each future vesting date, you should refer to your on-line account (currently with Morgan Stanley Smith Barney, and reachable at https://www.benefitaccess.com/). You are strongly encouraged to view your on-line account immediately to completely understand your Options and their vesting schedule.

Vesting and Exercisability

You cannot exercise the Options until they have vested.

Regular Vesting

The Options will vest according to the terms and conditions described above (subject to the other terms hereof).

Special Vesting – You may be subject to the Special Vesting Dates described below if your employment or service with Motorola Mobility or a Subsidiary (as defined below) terminates.

Exercisability – You may exercise Options at any time after they vest and before they expire as described below.

Expiration

All Options expire on the earlier of (1) the Date of Expiration as stated above or (2) any of the Special Expiration Dates described below. Once an Option expires, you no longer have the right to exercise it.

Special Vesting Dates and Special Expiration Dates

There are events that cause your Options to vest sooner than the Regular Vesting schedule discussed above or to expire sooner than the Date of Expiration as stated above. Those events are as follows:

Disability – If your employment or service with Motorola Mobility or a Subsidiary is terminated during your Employment Period because of your Total and Permanent Disability (as defined below), Options that are not vested will automatically become fully vested upon your termination of employment or service. All your Options will then expire on the earlier of the first anniversary of your termination of employment or service because of your Total and Permanent Disability or the Date of Expiration stated above. Until that time, the Options will be exercisable by you or your guardian or legal representative.

Death – If your employment or service with Motorola Mobility or a Subsidiary is terminated during your Employment Period because of your death, Options that are not vested will automatically become fully vested upon your death. All your Options will then expire on the earlier of the first anniversary of your death or the Date of Expiration stated above. Until that time, with written proof of death and inheritance, the Options will be exercisable by your legal representative, legatees or distributees.

Change In Control – If a “Change in Control” of the Company occurs during your Employment Period and the successor corporation does not assume these Options or replace them with options that preserve the existing value of this award at the time of the Change in Control and provide for subsequent payout in accordance with the same vesting schedule applicable to this award, then: (1) all of your unvested Options will be fully vested and (2) all of your Options will be exercisable until the Date of Expiration set forth above.

Further, with respect to any Options that are assumed or replaced as described in the preceding paragraph, such assumed or replaced options shall provide that they will be fully vested and exercisable until the Date of Expiration set forth above if you are involuntarily terminated from employment for a reason other than “Cause” or if you quit for “Good Reason” within 24 months of the Change in Control. For purposes of this paragraph, the terms “Change in Control”, “Cause” and “Good Reason” are defined in the Plan (as clarified in the Plan with respect to Change in Control).

Termination of Employment or Service Because of Serious Misconduct – If Motorola Mobility or a Subsidiary terminates your employment or service during the Employment Period because of Serious Misconduct (as defined below) all of your Options (vested and unvested) expire upon your termination.

Change in Employment in Connection with a Divestiture – If you accept employment with another company during the Employment Period in direct connection with the sale, lease, outsourcing arrangement or any other type of asset transfer or transfer of any portion of a facility or any portion of a discrete organizational unit of Motorola Mobility or a Subsidiary, or if you remain employed by a Subsidiary that is sold or whose shares are distributed to the Motorola Mobility stockholders in a spin-off or similar transaction (a “Divestiture”) during the Employment Period, all of your unvested Options will automatically expire upon termination of your employment with Motorola Mobility, and all of your vested but not yet exercised Options will expire on the earlier of (i) 90 days after such Divestiture or (ii) the Date of Expiration stated above.

Termination of Employment or Service by Motorola Mobility or a Subsidiary Other than for Serious Misconduct or a Divestiture– If Motorola Mobility or a Subsidiary on its initiative, terminates your employment or service during the Employment Period other than for Serious Misconduct or a Divestiture, all of your unvested Options will automatically expire upon termination and all of your vested but not yet exercised Options will expire on the earlier of (i) 90 days after your termination of employment or (ii) the Date of Expiration stated above.

Termination of Employment or Service for any Other Reason than Described Above – If your employment or service with Motorola Mobility or a Subsidiary terminates during the Employment Period for any reason other than that described above, including voluntary resignation of your employment or service, all of your unvested Options will automatically expire upon termination of your employment or service and all of your vested but not yet exercised Options will expire on the earlier of (i) the date ninety (90) days after the date of termination of your employment or service or (ii) the Date of Expiration stated above.

Board Service Following Employment Period Notwithstanding any provision of this award to the contrary, if your Employment Period with Motorola Mobility or a Subsidiary terminates but you continue as a member of the Board of Directors of the Company (the “Board”), then all of your Options will continue to vest in accordance with the Regular Vesting schedule (or, in the event of a “Change in Control”, in accordance with the Special Vesting rules discussed below) based upon your continued service as a member of the Board. If you cease to serve as a member of the Board for any reason, then (a) all of your unvested Options will become fully vested on the date your Board service ceases, and (b) all of your Options will be exercisable from the date your Board service ceases until the Date of Expiration set forth above, unless any of the following four Special Vesting rules apply:

• If you are removed from the Board or not re-nominated to the Board for “Cause” as defined in the Plan, then, all of your Options (vested and unvested) expire upon the date you cease to be a member of the Board.

• If you voluntarily resign from the Board, all of your unvested Options will automatically expire upon the effective date of your resignation, and all of your vested but not yet exercised Options will expire on the earlier of (i) the date ninety (90) days after the date of resignation, or (ii) the Date of Expiration stated above.

• If your service with the Board ends because of your death, Options that are not vested will automatically become fully vested upon your death. All your Options will then expire on the earlier of the first anniversary of your death or the Date of Expiration stated above. Until that time, with written proof of death and inheritance, the Options will be exercisable by your legal representative, legatees or distributees.

• If a “Change in Control” of the Company occurs during your service with the Board, and the successor corporation does not assume these Options or replace them with options that preserve the existing value of this award at the time of the Change in Control and provide for subsequent payout in accordance with the same vesting schedule applicable to this award, then: (1) all of your unvested Options will be fully vested and (2) all of your Options will be exercisable until the Date of Expiration set forth above. Further, with respect to any Options that are assumed or replaced as described above, such assumed or replaced options shall provide that they will be fully vested and exercisable until the Date of Expiration set forth above if you resign from the Board for Good Reason or are removed from the Board or not renominated to the Board for a reason other than “Cause” within 24 months of the Change in Control. For purposes of this paragraph, the terms “Good Reason”, “Change in Control” and “Cause” are defined in the Plan.

Leave of Absence/Temporary Layoff

If you take a Leave of Absence from Motorola Mobility or a Subsidiary during the Employment Period that your employer has approved in writing in accordance with your employer’s Leave of Absence Policy and which does not constitute a termination of employment as determined by Motorola Mobility, or you are placed on Temporary Layoff (as defined below) by Motorola Mobility or a Subsidiary during the Employment Period the following will apply:

Vesting of Options – Options will continue to vest in accordance with the terms and conditions set forth above.

Exercising Options – You may exercise Options that are vested or that vest during the Leave of Absence or Temporary Layoff.

Effect of Termination of Employment or Service – If your employment or service is terminated during the Leave of Absence or Temporary Layoff, the treatment of your Options will be determined as described under “Special Vesting Dates and Special Expiration Dates” above.

Other Terms

Method of Exercising – You must follow the procedures for exercising options established by Motorola Mobility from time to time. At the time of exercise, you must pay the Exercise Price for all of the Options being exercised and any taxes that are required to be withheld by Motorola Mobility or a Subsidiary in connection with the exercise. Options may not be exercised for less than 50 shares unless the number of shares represented by the Option is less than 50 shares, in which case the Option must be exercised for the remaining amount.

Transferability – Unless the Committee provides, Options are not transferable other than by will or the laws of descent and distribution.

Tax Withholding – Motorola Mobility or a Subsidiary is entitled to withhold an amount equal to the required minimum statutory withholding taxes for the respective tax jurisdictions attributable to any share of common stock deliverable in connection with the exercise of the Options. You may satisfy any minimum withholding obligation and any additional withholding, if desired, by electing to have the plan administrator retain Option shares having a Fair Market Value on the date of exercise equal to the amount to be withheld.

Definition of Terms

If a term is used but not defined, it has the meaning given such term in the Plan.

“Confidential Information” means information concerning the Company and its business that is not generally known outside the Company, and includes (A) trade secrets; (B) intellectual property; (C) the Company’s methods of operation and Company processes; (D) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (E) information on customers or potential customers, including customers’ names, sales records, prices, and other terms of sales and Company cost information; (F) Company personnel data; (G) Company business plans, marketing plans, financial data and projections; and (H) information received in confidence by the Company from third parties. Information regarding products, services or technological innovations in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company or one of its affiliates is considering for broader use, shall be deemed generally known until such broader use is actually commercially implemented.

“Employment Period” is as defined in your Amended and Restated Employment Agreement with Motorola, Inc., dated October 4, 2007.

“Fair Market Value” is the closing price for a share of Motorola Mobility common stock on the date of grant or date of exercise, whichever is applicable. The official source for the closing price is the New York Stock Exchange Composite Transaction as reported in the Wall Street Journal, Midwest edition.

“Serious Misconduct” means any misconduct identified as a ground for termination in the Motorola Mobility Code of Business Conduct, or the human resources policies, or other written policies or procedures.

“Subsidiary” means an entity of which Motorola Mobility owns directly or indirectly at least 50% and that Motorola Mobility consolidates for financial reporting purposes.

“Total and Permanent Disability” means for (x) U.S. employees, entitlement to long-term disability benefits under the Motorola Mobility Disability Income Plan, as amended and any successor plan or a determination of a permanent and total disability under a state workers compensation statute and (y) non-U.S. employees, as established by applicable Motorola Mobility policy or as required by local regulations.

“Temporary Layoff” means a layoff or redundancy that is communicated as being for a period of up to twelve months and as including a right to recall under defined circumstances.

Consent to Transfer Personal Data

By accepting this award, you voluntarily acknowledge and consent to the collection, use, processing and transfer of personal data as described in this paragraph. You are not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect your ability to participate in the Plan. Motorola Mobility, its Subsidiaries and your employer hold certain personal information about you, that may include your name, home address and telephone number, date of birth, social security number or other employee identification number, salary, salary grade, hire date, nationality, job title, any shares of stock held in Motorola Mobility, or details of all options or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the Plan (“Data”). Motorola Mobility and/or its Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan, and Motorola Mobility and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Mobility in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States. You authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on your behalf to a broker or other third party with whom you may elect to deposit any shares of stock acquired pursuant to the Plan. You may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting Motorola Mobility; however, withdrawing your consent may affect your ability to participate in the Plan.

Acknowledgement of Discretionary Nature of the Plan; No Vested Rights

You acknowledge and agree that the Plan is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by Motorola Mobility or a Subsidiary, in its sole discretion, at any time. The grant of awards under the Plan is a one-time benefit and does not create any contractual or other right to receive an award in the future or to future employment. Nor shall this or any such grant interfere with your right or the Company’s right to terminate such employment relationship at any time, with or without cause, to the extent permitted by applicable laws and any enforceable agreement between you and the Company. Future grants, if any, will be at the sole discretion of Motorola Mobility, including, but not limited to, the timing of any grant, the amount of the award, vesting provisions, and the exercise price.

No Relation to Other Benefits/Termination Indemnities

Your acceptance of this award and participation under the Plan is voluntary. The value of your stock option awarded herein is an extraordinary item of compensation outside the scope of your employment contract, if any. As such, the stock option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments, notwithstanding any provision of any compensation, insurance agreement or benefit plan to the contrary.

Agreement Following Termination of Employment

As a further condition of accepting the Options, you acknowledge and agree that for a period of one year following your termination of employment or service, you will not hire, recruit, solicit or induce, or cause, allow, permit or aid others to hire, recruit, solicit or induce, or to communicate in support of those activities, any employee of Motorola Mobility or a Subsidiary who possesses Confidential Information of Motorola Mobility or a Subsidiary to terminate his/her employment with Motorola Mobility or a Subsidiary and/or to seek employment with your new or prospective employer, or any other company.

You agree that upon termination of employment with Motorola Mobility or a Subsidiary, and for a period of one year thereafter, you will immediately inform Motorola Mobility of (i) the identity of your new employer (or the nature of any start-up business or self-employment), (ii) your new title, and (iii) your job duties and responsibilities. You hereby authorize Motorola Mobility or a Subsidiary to provide a copy of this Award Document to your new employer. You further agree to provide information to Motorola Mobility or a Subsidiary as may from time to time be requested in order to determine your compliance with the terms hereof.

Substitute Stock Appreciation Right

Motorola Mobility reserves the right to substitute a Stock Appreciation Right for your Option in the event certain changes are made in the accounting treatment of stock options. Any substitute Stock Appreciation Right shall be applicable to the same number of shares as your Option and shall have the same Date of Expiration, Exercise Price, and other terms and conditions. Any substitute Stock Appreciation Right may be settled only in common stock.

Acceptance of Terms and Conditions

By accepting the Options, you agree to be bound by these terms and conditions, the Plan, any and all rules and regulations established by Motorola Mobility in connection with awards issued under the Plan, and any additional covenants or promises Motorola Mobility may require as a condition of the grant.

Other Information about Your Options and the Plan

The Plan and the Prospectus for the Plan are available at http://my.mot-mobility.com/go/EquityAwards or send your request to Equity Administration, 6450 Sequence Drive, San Diego, CA 92121 or equityadmin@motorola.com.

EX-10.36

Exhibit 10.36

RESTRICTED STOCK UNIT SUBSTITUTE AWARD AGREEMENT

This Restricted Stock Units Award (the “Award”) was awarded on [DATE] (“Date of Grant”), by Motorola, Inc. to Thomas J. Meredith (the “Grantee”).

WHEREAS, Grantee received the Award under the Motorola Omnibus Incentive Plan of 2006, as amended (the “2006 Omnibus Plan”);

WHEREAS, the Award was made as a special grant of Motorola, Inc. restricted stock units authorized by the Board of Directors of Motorola, Inc. and the Compensation and Leadership Committee of the Board of Directors of Motorola, Inc.;

WHEREAS, such Award has been assumed by Motorola Mobility Holdings, Inc. (and including each of its Subsidiaries, the “Company” or “Motorola Mobility”) through the Motorola Mobility Holdings, Inc. Legacy Incentive Plan (the “Plan”) in connection with the distribution to holders of shares of Motorola, Inc. common stock of the outstanding shares of Company common stock (the “Distribution”);

WHEREAS, the terms of the Award are being amended only as necessary to reflect the assumption and substitution of such Award by Motorola Mobility under the terms of the Plan, including an adjustment to the number and kind of shares underlying the Award and that future vesting will be based on service with Motorola Mobility or a Subsidiary; and

WHEREAS, the terms and conditions of the Award, including the terms and conditions related to the vesting of Units upon a “Change in Control”, should be construed and interpreted in accordance with the terms and conditions of the Plan.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the Company has assumed the restricted stock units awarded to Grantee by Motorola, Inc. on the following terms and conditions:

1. Assumption of Restricted Stock Units. The Company hereby substitutes a total of [NUMBER] Motorola Mobility restricted stock units (the “Units”) for the Award granted to Grantee by Motorola, Inc. subject to the terms and conditions set forth below. All Awards shall be paid in whole shares of Motorola Mobility Common Stock (“Common Stock”); no fractional shares shall be credited or delivered to Grantee.

2. Restrictions. The Units awarded to Grantee are subject to the transfer and forfeiture conditions set forth below (the “Restrictions”), which shall lapse, if at all, as described in Section 3 below. For purposes of this Award, the term Units includes any additional Units granted to the Grantee with respect to Units, still subject to the Restrictions.

a. Grantee may not directly or indirectly, by operation of law or otherwise, voluntarily or involuntarily, sell, assign, pledge, encumber, charge or otherwise transfer any of the Units still subject to Restrictions. The Units shall be forfeited if Grantee violates or attempts to violate these transfer Restrictions. Motorola Mobility shall have the right to assign this Agreement, which shall not affect the validity or enforceability of this Agreement. This Agreement shall inure to the benefit of assigns and successors of Motorola Mobility and Predecessor (as defined below).

b. If Grantee is removed from the Board of Directors of Motorola Mobility (the “Board”) or is not renominated to the Board for “Cause”, or if Grantee voluntarily resigns from the Board, then any Units still subject to the Restrictions shall be automatically forfeited. For purposes of this Award, a “Subsidiary” is any corporation or other entity in which a 50 percent or greater interest is held directly or indirectly by Motorola Mobility and which is consolidated for financial reporting purposes. “Cause” is defined in the Plan.

c. If Grantee engages in any of the following conduct, in addition to all remedies in law and/or equity available to the Company, any Subsidiary or 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), Grantee shall forfeit all restricted stock units under the Award whose Restrictions have not lapsed, and, for all restricted stock units under the Award whose Restrictions have lapsed, Grantee shall immediately pay to the Company the Fair Market Value (as defined in paragraph 7 below) of Common Stock on the date(s) such Restrictions lapsed, without regard to any taxes that may have been deducted from such amount. For purposes of subparagraphs (i) through and including (iii) below, “Company” or “Motorola Mobility” shall mean Motorola Mobility and/or any of its Subsidiaries:

i. During the course of Grantee’s employment and thereafter, Grantee uses or discloses, except on behalf of the Company and pursuant to the Company’s directions, any Confidential Information. “Confidential Information” means information concerning the Company and its business that is not generally known outside the Company, and includes (A) trade secrets; (B) intellectual property; (C) the Company’s methods of operation and Company processes; (D) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (E) information on customers or potential customers, including customers’ names, sales records, prices, and other terms of sales and Company cost information; (F) Company personnel data; (G) Company business plans, marketing plans, financial data and projections; and (H) information received in confidence by the Company from third parties. Information regarding products, services or technological innovations in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company or one of its affiliates is considering for broader use, shall be deemed not generally known until such broader use is actually commercially implemented. For purposes of this definition, “Company” shall include the Company, Predecessor and each of their subsidiaries; and/or

ii. During Grantee’s employment and during the Restricted Covenant Period, Grantee hires, recruits, solicits or induces, or causes, allows, permits or aids others to hire, recruit, solicit or induce, or to communicate in support of those activities, any employee of the Company or Predecessor, as the case may be, who possesses Confidential Information to terminate his/her employment with the Company or Predecessor, as the case may be, and/or to seek employment with Grantee’s new or prospective employer, or any other company; and/or

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iii. During Grantee’s employment and during the Restricted Covenant Period, Grantee, directly or indirectly, on behalf of Grantee or any other person, company or entity, solicits or participates in soliciting, products or services competitive with or similar to products or services offered by, manufactured by, designed by or distributed by the Company or Predecessor to any person, company or entity which was a customer or potential customer for such products or services and with which Grantee had direct or indirect contact regarding those products or services or about which Grantee learned Confidential Information at any time during the two years prior to Grantee’s termination of employment with the Company, including any employment with Predecessor.

iv. “Restricted Covenant Period” means the period commencing on the termination of Grantee’s employment with the Company for any reason and ending, (i) in respect of a restriction or limitation relating to Grantee’s employment with Predecessor connected with or in support of activities, products, services, technological developments, customers or potential customers of the business units that are part of Predecessor post-Distribution, one year following the Distribution Date, and (ii) in respect of a restriction or limitation relating to Grantee’s employment with the Company or connected with or in support of activities, products, services, technological developments, customers or potential customers of the business units that are part of the Company post-Distribution, one year following termination of Grantee’s employment with the Company.

d. The Company will not be obligated to pay Grantee any consideration whatsoever for forfeited Units.

3. Lapse of Restrictions.

a. Except as set forth in Section 3(b) below, the Restrictions applicable to the Units shall lapse, as long as the Units have not been forfeited as described in Section 2 above, as follows:

i. Vesting Period. Your Units will continue to vest in accordance with the original terms and conditions set forth in the applicable Motorola Plans (as defined in the Plan) and your award agreement having the Date of Grant specified above, including any special vesting dates or conditions, with the exception that your vesting on and after January 4, 2011 shall be determined solely by reference to your employment or service with Motorola Mobility or a Subsidiary. For the Units that are currently vested, and those that are scheduled to vest on each future vesting date, you should refer to your on-line account (currently with Morgan Stanley Smith Barney, and reachable at https://www.benefitaccess.com/). You are strongly encouraged to view your on-line account immediately to completely understand your Units and their vesting schedule.

ii. If Grantee ceases to serve as a member of the Board for any reason (other than Grantee’s voluntary resignation or if Grantee is removed from the Board or is not renominated to the Board for “Cause”);

iii. If a Change in Control of the Company occurs during any period of service on the Board and the successor corporation (or parent thereof) does not, during the Restriction Period,

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assume this Award or replace it with an award that preserves the existing value of this Award at the time of the Change in Control and that provides for subsequent payout in accordance with the same vesting schedule applicable to this Award; provided, further, that with respect to any Award that is assumed or replaced, such assumed or replaced Award shall provide that the Restrictions shall lapse if Grantee is involuntarily terminated (for a reason other than “Cause”) or quits for “Good Reason” within 24 months of the Change in Control. For purposes of this paragraph, the terms “Change in Control”, “Cause” and “Good Reason” are defined in the Plan; or

iv. If the Grantee dies.

b. To the extent the Restrictions lapse under this Section 3 with respect to the Units, they will be free of the terms and conditions of this Award (other than Section 2(c)).

4. Adjustments. If the number of outstanding shares of Common Stock is changed as a result of a stock split or the like without additional consideration to the Company, the number of Units subject to this Award shall be adjusted to correspond to the change in the outstanding shares of Common Stock.

5. Dividends. No dividends (or dividend equivalents) shall be paid with respect to Units credited to the Grantee’s account.

6. Delivery of Certificates or Equivalent. Upon the lapse of Restrictions applicable to the Units, the Company shall, at its election, either (i) deliver to the Grantee a certificate representing a number of shares of Common Stock equal to the number of Units upon which such Restrictions have lapsed, or (ii) establish a brokerage account for the Grantee and credit to that account the number of shares of Common Stock of the Company equal to the number of Units upon which such Restrictions have lapsed plus.

7. Withholding Taxes. The Company is entitled to withhold applicable taxes for the respective tax jurisdiction attributable to this Award or any payment made in connection with the Units. Grantee may satisfy any minimum withholding obligation by electing to have the plan administrator retain shares of Common Stock deliverable in connection with the Units having a Fair Market Value on the date the Restrictions applicable to the Units lapse equal to the amount to be withheld. “Fair Market Value” for this purpose shall be the closing price for a share of Common Stock on the day the Restrictions applicable to the Units lapse as reported for the New York Stock Exchange- Composite Transactions in the Wall Street Journal, Midwest edition.

8. Voting and Other Rights.

a. Grantee shall have no rights as a stockholder of the Company in respect of the Units, including the right to vote and to receive cash dividends and other distributions until delivery of certificates representing shares of Common Stock in satisfaction of the Units.

b. The grant of Units does not confer upon Grantee any right to continue in the employ of the Company or a Subsidiary or to interfere with the right of the Company or a Subsidiary, to terminate Grantee’s employment at any time.

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9. Agreement Following Termination of Employment. Grantee agrees that upon termination of employment with Motorola Mobility or a Subsidiary and for a period of one year following the termination of Grantee’s employment with Motorola Mobility or a Subsidiary, Grantee will immediately inform Motorola Mobility of (a) the identity of any new employer (or the nature of any start-up business or self-employment), (b) Grantee’s new title, and (c) Grantee’s job duties and responsibilities. Grantee hereby authorizes Motorola Mobility or a Subsidiary to provide a copy of this Award Document to Grantee’s new employer and/or share such information with Predecessor if deemed relevant to Predecessor’s ability to enforce its rights under this Agreement. Grantee further agrees to provide information to Motorola Mobility or a Subsidiary as may from time to time be requested in order to determine his compliance with the terms hereof.

10. Consent to Transfer Personal Data. By accepting this award, Grantee voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this paragraph. Grantee is not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect Grantee’s ability to participate in the Plan. Motorola Mobility, Predecessor and their Subsidiaries and Grantee’s employer hold certain personal information about the Grantee, that may include his/her name, home address and telephone number, date of birth, social security number or other employee identification number, salary grade, hire data, salary, nationality, job title, any shares of stock held in Motorola Mobility, or details of all restricted stock units or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the Plan (“Data”). Motorola Mobility, Predecessor and/or their Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of Grantee’s participation in the Plan, and Motorola Mobility and/or any of their Subsidiaries may each further transfer Data to any third parties assisting Motorola Mobility in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States. Grantee authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on the Grantee’s behalf to a broker or other third party with whom the Grantee may elect to deposit any shares of stock acquired pursuant to the Plan. Grantee may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting Motorola Mobility; however, withdrawing consent may affect the Grantee’s ability to participate in the Plan.

11. Nature of Award. By accepting this Award Agreement, the Grantee acknowledges his or her understanding that the grant of the Award under the 2006 Omnibus Plan was completely at the discretion of Predecessor, and that Motorola Mobility’s decision to assume this Award in no way implies that similar awards may be granted in the future or that Grantee has any guarantee of future employment. Nor shall the assumption and substitution of the Award by the Company nor any future grant of any award by the Company interfere with Grantee’s right or the Company’s right to terminate such employment relationship at any time, with or without cause, to the extent permitted by applicable laws and any enforceable agreement between Grantee and the Company. In addition, the Grantee hereby acknowledges that he has entered into employment with Motorola Mobility or a Subsidiary upon terms that did not include this Award

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or similar awards, that his decision to continue employment is not dependent on an expectation of this Award or similar awards, and that any amount received under this Award is considered an amount in addition to that which the Grantee expects to be paid for the performance of his services. Grantee’s acceptance of this Award is voluntary. The Award is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments, notwithstanding any provision of any compensation, insurance agreement or benefit plan to the contrary.

12. Remedies for Breach. Grantee hereby acknowledges that the harm caused to the Company or Predecessor by the breach or anticipated breach of paragraphs 2(c)(i), (ii) and/or (iii) of this Agreement will be irreparable and further agrees the Company or Predecessor may obtain injunctive relief against the Grantee in addition to and cumulative with any other legal or equitable rights and remedies the Company or Predecessor may have pursuant to this Agreement, any other agreements between the Grantee and the Company, or between Grantee and Predecessor, for the protection of Confidential Information, or law, including the recovery of liquidated damages. Grantee agrees that any interim or final equitable relief entered by a court of competent jurisdiction, as specified in paragraph 15 below, will, at the request of the Company, be entered on consent and enforced by any such court having jurisdiction over the Grantee. This relief would occur without prejudice to any rights either party may have to appeal from the proceedings that resulted in any grant of such relief.

13. Acknowledgements. With respect to the subject matter of paragraphs 2(c)(i), (ii), and (iii), and paragraphs 12 and 15 hereof, this Agreement is the entire agreement with the Company. No waiver of any breach of any provision of this Agreement by the Company shall be construed to be a waiver of any succeeding breach or as a modification of such provision. The provisions of this Agreement shall be severable and in the event that any provision of this Agreement shall be found by any court as specified in paragraph 15 below to be unenforceable, in whole or in part, the remainder of this Agreement shall nevertheless be enforceable and binding on the parties. Grantee hereby agrees that the court may modify any invalid, overbroad or unenforceable term of this Agreement so that such term, as modified, is valid and enforceable under applicable law. Further, by accepting any Award under this Agreement, Grantee affirmatively states that (s)he has not, will not and cannot rely on any representations not expressly made herein.

14. Funding. No assets or shares of Common Stock shall be segregated or earmarked by the Company in respect of any Units awarded hereunder. The grant of Units hereunder shall not constitute a trust and shall be solely for the purpose of recording an unsecured contractual obligation of the Company.

15. Governing Law. All questions concerning the construction, validity and interpretation of this Award shall, unless otherwise provided in the Plan, be governed by and construed according to the law of the State of Illinois without regard to any state’s conflicts of law principles. Any disputes regarding this Award or Agreement shall be brought only in the state or federal courts of Illinois.

16. Waiver. The failure of the Company to enforce at any time any provision of this Award shall in no way be construed to be a waiver of such provision or any other provision hereof.

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17. Actions by the Compensation Committee. The Committee may delegate its authority to administer this Agreement. The actions and determinations of the Compensation Committee or its delegate shall be binding upon the parties.

18. 409A Compliance Applicable Only to Grantees Subject to U.S. Tax. Notwithstanding any provision in this Award to the contrary, if the Grantee is a “specified employee” (certain officers of Motorola Mobility within the meaning of Treasury Regulation Section 1.409A- 1(i) and using the identification methodology selected by Motorola Mobility from time to time) on the date of the Grantee’s termination of employment, any payment which would be considered “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), that the Grantee is entitled to receive upon termination of employment and which otherwise would be paid or delivered during the six month period immediately following the date of the Grantee’s termination of employment will instead be paid or delivered on the earlier of (i) the first day of the seventh month following the date of the Grantee’s termination of employment and (ii) death. Notwithstanding any provision in this Award that requires the Company to pay or deliver payments with respect to Units upon vesting (or within 60 days following the date that the applicable Units vest) if the event that causes the applicable Units to vest is not a permissible payment event as defined in Section 409A(a)(2) of the Code, then the payment with respect to such Units will instead be paid or delivered on the earlier of (i) the specified date of payment or delivery originally provided for such Units and (ii) the date of the Grantee’s termination of employment (subject to any delay required by the first sentence of this paragraph). Payment shall be made within 60 days following the applicable payment date. For purposes of determining the time of payment or delivery of any payment the Grantee is entitled to receive upon termination of employment, the determination of whether the Grantee has experienced a termination of employment will be determined by Motorola Mobility in a manner consistent with the definition of “separation from service” under the default rules of Section 409A of the Code.

19. Acceptance of Terms and Conditions. By electronically accepting this Award Agreement within 30 days after the date of the electronic mail notification by the Company to Grantee of the grant of this Award (“Email Notification Date”), Grantee agrees to be bound by the foregoing terms and conditions, the Plan, and any and all rules and regulations established by Motorola Mobility in connection with the assumption and substitution of the Award. If Grantee does not electronically accept this Award within 30 days of the Email Notification Date, Grantee will not be entitled to the Units.

20. Plan Documents. The Plan and the Prospectus for the Plan are available at http://my.mot-mobility.com/go/EquityAwards or send your request to Equity Administration, 6450 Sequence Drive, San Diego, CA 92121 or equityadmin@motorola.com

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EX-10.43

Exhibit 10.43

MOTOROLA MOBILITY

SUBSTITUTE AWARD DOCUMENT

For the

Motorola Mobility Holdings, Inc. Legacy Incentive Plan

Terms and Conditions Related to Employee Nonqualified Stock Options

Recipient:	Sanjay K. Jha	Date of Expiration:	8/14/2018
Commerce ID#:		Original Number of Options Granted (adjusted):
Original Date of Grant:	8/04/2008	Exercise Price (adjusted):
		Number of Options Outstanding as of January 4, 2011 (adjusted):

On the Original Date of Grant (the “Date of Grant”), Motorola, Inc. granted you options to purchase shares of its common stock [under the Motorola Omnibus Incentive Plan of 2006] [pursuant to inducement grant exception under the New York Stock Exchange rules]. Such options have been assumed by Motorola Mobility Holdings, Inc. (“Motorola Mobility” or the “Company”) through the Motorola Mobility Holdings, Inc. Legacy Incentive Plan (the “Plan”) as of the Distribution Date (as defined in the Plan). The number of options (“Options”) awarded to you and the exercise price per Option (as adjusted, the “Exercise Price”) have been adjusted as stated above to reflect the assumption and substitution of the awards by Motorola Mobility under the terms of the Plan. As adjusted, each Option entitles you to purchase one share of Motorola Mobility’s common stock on the terms described below and in the Plan. Your future vesting and exercise period will be based on your employment or service with Motorola Mobility or a Subsidiary (as defined below).

The terms and conditions of this Award Document should be construed and interpreted in accordance with the above, as well as the terms and conditions of the Plan.

Your Options will continue to vest and become exercisable in accordance with the original terms and conditions set forth in the applicable Motorola Plans (as defined in the Plan) and your award agreement having the Original Date of Grant specified above, including any special vesting dates or conditions, with the exception that your vesting on and after January 4, 2011 shall be determined solely by reference to your employment or service with Motorola Mobility or a Subsidiary. For the Number of Options Outstanding as of January 4, 2011(as adjusted) that are currently vested and exercisable, and those that are scheduled to vest and become exercisable on each future vesting date, you should refer to your on-line account (currently with Morgan Stanley Smith Barney, and reachable at https://www.benefitaccess.com/). You are strongly encouraged to view your on-line account immediately to completely understand your Options and their vesting schedule.

Reference is made to the employment agreement (“Employment Agreement”) by and between Sanjay K. Jha and Motorola, dated as of the 4th day of August 2008.

Vesting and Exercisability

You cannot exercise the Options until they have vested.

Regular Vesting – The Options will vest according to the terms and conditions described above (subject to the other terms hereof).

Special Vesting – The Employment Agreement contains additional terms regarding the vesting of your Options.

Exercisability – In general, you may exercise Options at any time after they vest and before they expire as described below. The Employment Agreement contains additional terms regarding the exercisability of your Options under certain circumstances.

Expiration

All Options expire on the earlier of (1) the Date of Expiration as stated above or (2) such earlier date provided for under the terms of the Employment Agreement. Once an Option expires, you no longer have the right to exercise it.

Employment Agreement

The vesting, exercisability and forfeiture of your Options will be subject to the terms of Section 5 of the Employment Agreement. In addition, your Options will be subject to Section 3(b)(iii)(G) and Section 3(b)(iii)(H) of the Employment Agreement.

Leave of Absence/Temporary Layoff

If you take a Leave of Absence from Motorola Mobility or a Subsidiary that your employer has approved in writing in accordance with your employer’s Leave of Absence Policy and which does not constitute a termination of employment as determined by Motorola Mobility or a Subsidiary or you are placed on Temporary Layoff (as defined below) by Motorola Mobility or a Subsidiary the following will apply:

Vesting of Options – Options will continue to vest in accordance with the terms and conditions set forth above.

Exercising Options – You may exercise Options that are vested or that vest during the Leave of Absence or Temporary Layoff.

Effect of Termination of Employment or Service – If your employment or service is terminated during the Leave of Absence or Temporary Layoff, the treatment of your Options will be determined in accordance with Section 5 of the Employment Agreement.

Other Terms

Method of Exercising – You must follow the procedures for exercising options established by Motorola Mobility from time to time. At the time of exercise, you must pay the Exercise Price for all of the Options being exercised and any taxes that are required to be withheld by Motorola Mobility or a Subsidiary in connection with the exercise. Options may not be exercised for less than 50 shares unless the number of shares represented by the Option is less than 50 shares, in which case the Option must be exercised for the remaining amount.

Transferability – Unless the Committee provides, Options are not transferable other than by will or the laws of descent and distribution.

Tax Withholding – Motorola Mobility or a Subsidiary is entitled to withhold an amount equal to the required minimum statutory withholding taxes for the respective tax jurisdictions attributable to any share of common stock deliverable in connection with the exercise of the Options. You may satisfy any minimum withholding obligation and additional withholding, if desired, by electing to have the plan administrator retain Option shares having a Fair Market Value on the date of exercise equal to the amount to be withheld.

Definition of Terms

If a term is used but not defined, it has the meaning given such term in the Plan.

“Fair Market Value” is the closing price for a share of Motorola Mobility common stock on the date of grant or date of exercise, whichever is applicable. The official source for the closing price is the New York Stock Exchange Composite Transaction as reported in the Wall Street Journal at www.online.wsj.com.

“Subsidiary” means an entity of which Motorola Mobility owns directly or indirectly at least 50% and that Motorola Mobility consolidates for financial reporting purposes.

“Temporary Layoff” means a layoff or redundancy that is communicated as being for a period of up to twelve months and as including a right to recall under defined circumstances.

Consent to Transfer Personal Data

By accepting this award, you voluntarily acknowledge and consent to the collection, use, processing and transfer of personal data as described in this paragraph. You are not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect your ability to participate in the Plan. Motorola Mobility, its Subsidiaries and your employer hold certain personal information about you, that may include your name, home address and telephone number, date of birth, social security number or other employee identification number, salary, salary grade, hire date, nationality, job title, any shares of stock held in Motorola Mobility, or details of all options or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the Plan (“Data”). Motorola Mobility and/or its Subsidiaries will transfer Data amongst themselves as

necessary for the purpose of implementation, administration and management of your participation in the Plan, and Motorola Mobility and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Mobility in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States. You authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on your behalf to a broker or other third party with whom you may elect to deposit any shares of stock acquired pursuant to the Plan. You may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting Motorola Mobility; however, withdrawing your consent may affect your ability to participate in the Plan.

Acknowledgement of Discretionary Nature of the Plan; No Vested Rights

You acknowledge and agree that the Plan is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by Motorola Mobility or a Subsidiary, in its sole discretion, at any time. The grant of awards under the Plan is a one-time benefit and does not create any contractual or other right to receive an award in the future or to future employment. Nor shall this or any such grant interfere with your right or the Company’s right to terminate such employment relationship at any time, with or without cause, to the extent permitted by applicable laws and any enforceable agreement between you and the Company. Future grants, if any, will be at the sole discretion of Motorola Mobility, including, but not limited to, the timing of any grant, the amount of the award, vesting provisions, and the exercise price.

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No Relation to Other Benefits/Termination Indemnities

Your acceptance of this award and participation under the Plan is voluntary. The value of your stock option awarded herein is an extraordinary item of compensation. Except as provided in the Employment Agreement, the stock option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments, notwithstanding any provision of any compensation, insurance agreement or benefit plan to the contrary.

Substitute Stock Appreciation Right

Subject to compliance with Section 409A of the Internal Revenue Code of 1986, as amended, Motorola Mobility reserves the right to substitute a Stock Appreciation Right for your Option in the event certain changes are made in the accounting treatment of stock options. Any substitute Stock Appreciation Right shall be applicable to the same number of shares as your Option and shall have the same Date of Expiration, Exercise Price, and other terms and conditions. Any substitute Stock Appreciation Right may be settled only in common stock.

Acceptance of Terms and Conditions

By accepting the Options, you agree to be bound by these terms and conditions, the Plan and the Stock Option Consideration Agreement.

Other Information about Your Options and the Plan

The Plan and the Prospectus for the Plan are available at http://my.mot-mobility.com/go/EquityAwards or send your request to Equity Administration, 6450 Sequence Drive, San Diego, CA 92121 or equityadmin@motorola.com.

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EX-10.44

Exhibit 10.44

RESTRICTED STOCK UNIT SUBSTITUTE AWARD AGREEMENT (“Agreement”)

This Restricted Stock Unit Award (“Award”) awarded on August 4, 2008 (“Date of Grant”), by Motorola, Inc. to Sanjay K. Jha (the “Grantee”).

WHEREAS, Grantee received the Award pursuant to the [Motorola Omnibus Incentive Plan of 2006, as amended (the “2006 Incentive Plan”)] [inducement grant exception under the New York Stock Exchange rules];

WHEREAS, Grantee and Motorola, Inc. entered into an employment agreement (the “Employment Agreement”), dated as of the 4^th day of August 2008;

WHEREAS, the Award was made as a grant of Motorola, Inc. restricted stock units authorized by the Board of Directors of Motorola, Inc. and the Compensation and Leadership Committee of the Board of Directors of Motorola, Inc.;

WHEREAS, such Award has been assumed by Motorola Mobility Holdings, Inc. (and including each of its Subsidiaries, the “Company” or “Motorola Mobility”) through the Motorola Mobility Holdings, Inc. Legacy Incentive Plan (the “Plan”) in connection with the distribution to holders of shares of Motorola, Inc. common stock of the outstanding shares of Company common stock (the “Distribution”);

WHEREAS, the terms of the Award are being amended only as necessary to reflect the assumption and substitution of such Award by Motorola Mobility under the terms of the Plan, including an adjustment to the number and kind of shares underlying the Award and that future vesting will be based on employment or service with Motorola Mobility or a Subsidiary; and

WHEREAS, the terms and conditions of the Award, including the terms and conditions related to the vesting of Units upon a “Change in Control”, should be construed and interpreted in accordance with the terms and conditions of the Plan.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the Company has assumed the restricted stock units awarded to Grantee by Motorola, Inc. on the following terms and conditions:

1. Assumption of Restricted Stock Units. The Company hereby substitutes a total of [NUMBER] Motorola Mobility restricted stock units (the “Units”) for the Award granted to Grantee by Motorola, Inc. subject to the terms and conditions set forth below. All Awards shall be paid in whole shares of Motorola Mobility Common Stock (“Common Stock”); no fractional shares shall be credited or delivered to Grantee. For purposes of this Award, “Units” will include any rights into which the Units may be converted (including cash accounts).

2. Restrictions. The Units awarded to Grantee are subject to the transfer and forfeiture conditions set forth below (the “Restrictions”) which shall lapse, if at all, as described in Section 3 below. For purposes of this Award, the term Units includes any additional Units granted to the Grantee with respect to Units, still subject to the Restrictions.

a. Grantee may not directly or indirectly, by operation of law or otherwise, voluntarily or involuntarily, sell, assign, pledge, encumber, charge or otherwise transfer any of the Units still subject to Restrictions. The Units shall be forfeited if Grantee violates or attempts

to violate these transfer Restrictions. Motorola Mobility shall have the right to assign this Agreement, which shall not affect the validity or enforceability of this Agreement, subject to the limitations on assignment contained in the Employment Agreement. This Agreement shall inure to the benefit of assigns and successors of Motorola Mobility and Predecessor (as defined below) and references to Motorola Mobility or the Company shall include any such assigns and successors.

b. Any Units still subject to the Restrictions shall be automatically forfeited upon Grantee’s termination of employment pursuant to Section 5(c) of the Employment Agreement.

c. Sections 7(a), (b) and (c) (together, the “Restrictive Covenants”) of the Employment Agreement are hereby incorporated by reference into this Award and shall apply as if fully set forth herein mutatis mutandis and any capitalized terms used in such Sections 7(a), (b) and (c) shall have the meanings ascribed to such terms in the Employment Agreement.

The Company will not be obligated to pay Grantee any consideration whatsoever for forfeited Units.

3. Lapse of Restrictions.

a. The Restrictions applicable to the Units shall lapse, as long as the Units have not been forfeited as described in Section 2 above, as follows:

(i) Vesting Period. Your Units will continue to vest in accordance with the original terms and conditions set forth in the applicable Motorola Plans (as defined in the Plan) and your award agreement having the Date of Grant specified above, including any special vesting dates or conditions, with the exception that your vesting on and after January 4, 2011 shall be determined solely by reference to your employment or service with Motorola Mobility or a Subsidiary. For the Units that are currently vested, and those that are scheduled to vest on each future vesting date, you should refer to your on-line account (currently with Morgan Stanley Smith Barney, and reachable at https://www.benefitaccess.com/). You are strongly encouraged to view your on-line account immediately to completely understand your Units and their vesting schedule.

For purposes of this Agreement, the “Restriction Period” applicable to a Unit shall refer to the period of time beginning on the Date of Grant and ending on the date that the Restrictions applicable to such Unit shall lapse, as set forth in the table above.

(ii) In addition, the Restrictions applicable to the Units shall lapse in accordance with the terms of Section 5 of the Employment Agreement if and to the extent applicable provisions under Section 5 of the Employment Agreement are triggered.

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b. If, during the Restriction Period, the Grantee takes a Leave of Absence from Motorola Mobility or a Subsidiary, the Units will continue to be subject to this Agreement. If the Restriction Period expires while the Grantee is on a Leave of Absence the Grantee will be entitled to the Units even if the Grantee has not returned to active employment. “Leave of Absence” means an approved leave of absence from Motorola Mobility or a Subsidiary that is not a termination of employment, as determined by Motorola Mobility.

c. To the extent the Restrictions lapse under this Section 3 with respect to the Units, they will be free of the terms and conditions of this Award (other than 2(c)).

4. Adjustments. If the number of outstanding shares of Common Stock is changed as a result of a stock split or the like without additional consideration to the Company, the number of Units subject to this Award shall be adjusted to correspond to the change in the outstanding shares of Common Stock.

5. Dividends. No dividends (or dividend equivalents) shall be paid with respect to Units credited to the Grantee’s account.

6. Delivery of Certificates or Equivalent. Upon the lapse of Restrictions applicable to the Units, the Company shall, at its election, either (a) deliver to the Grantee a certificate representing a number of shares of Common Stock equal to the number of Units upon which such Restrictions have lapsed, or (b) establish a brokerage account for the Grantee and credit to that account the number of shares of Common Stock of the Company equal to the number of Units upon which such Restrictions have lapsed; provided that if the Units convert into cash accounts they shall be settled in cash.

7. Withholding Taxes. The Company is entitled to withhold applicable taxes for the respective tax jurisdiction attributable to this Award or any payment made in connection with the Units. Grantee may satisfy any minimum withholding obligation in whole or in part by electing to have the plan administrator retain shares of Common Stock deliverable in connection with the Units having a Fair Market Value on the date the Restrictions applicable to the Units lapse equal to the amount to be withheld. “Fair Market Value” for this purpose shall be the closing price for a share of Common Stock on the date the Restrictions applicable to the Units lapse (the “Restrictions Lapse Date”) as reported for the New York Stock Exchange - Composite Transactions in the Wall Street Journal at www.online.wsj.com. In the event the New York Stock Exchange is not open for trading on the Restrictions Lapse Date, or if the Common Stock does not trade on such day, Fair Market Value for this purpose shall be the closing price of the Common Stock on the last trading day prior to the Restrictions Lapse Date.

8. Voting and Other Rights.

a. Grantee shall have no rights as a stockholder of the Company in respect of the Units, including the right to vote and to receive cash dividends and other distributions until delivery of certificates representing shares of Common Stock in satisfaction of the Units.

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b. The grant of Units does not confer upon Grantee any right to continue in the employ of the Company or a Subsidiary or to interfere with the right of the Company or a Subsidiary, to terminate Grantee’s employment at any time.

9. Consent to Transfer Personal Data. By accepting this award, Grantee voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this paragraph. Grantee is not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect Grantee’s ability to participate in the Plan. Motorola Mobility, its subsidiaries and Motorola, Inc. and each of its subsidiaries (“Predecessor”) and Grantee’s employer hold certain personal information about Grantee, that may include his/her name, home address and telephone number, date of birth, social security number or other employee identification number, salary grade, hire data, salary, nationality, job title, any shares of stock held in Motorola Mobility, or details of all restricted stock units or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the Plan (“Data”). Motorola Mobility, Predecessor and/or their Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of Grantee’s participation in the Plan, and Motorola Mobility and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Mobility in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States. Grantee authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on Grantee’s behalf to a broker or other third party with whom Grantee may elect to deposit any shares of stock acquired pursuant to the Plan. Grantee may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting Motorola Mobility; however, withdrawing consent may affect Grantee’s ability to participate in the Plan.

10. Nature of Award. By accepting this Award Agreement, the Grantee acknowledges his or her understanding that the grant of the Award under the [2006 Incentive Plan] was completely at the discretion of Predecessor, and that Motorola Mobility’s decision to assume this Award in no way implies that similar awards may be granted in the future or that Grantee has any guarantee of future employment. Nor shall the assumption and substitution of the Award by the Company nor any future grant of any award by the Company interfere with Grantee’s right or the Company’s right to terminate such employment relationship at any time, with or without cause, to the extent permitted by applicable laws and any enforceable agreement between Grantee and the Company. Grantee’s acceptance of this Award is voluntary. The Award is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments, notwithstanding any provision of any compensation, insurance agreement or benefit plan to the contrary,

11. Remedies for Breach. Grantee hereby acknowledges that the harm caused to the Company or Predecessor by the breach or anticipated breach of the Restrictive

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Covenants will be irreparable and further agrees the Company or Predecessor may obtain injunctive relief against the Grantee in addition to and cumulative with any other legal or equitable rights and remedies the Company or Predecessor may have pursuant to this Agreement, any other agreements between the Grantee and the Company, or between Grantee and Predecessor, for the protection of Confidential Information (as defined in the Employment Agreement), or law, including the recovery of liquidated damages. Grantee agrees that any interim or final equitable relief entered by a court of competent jurisdiction, as specified in paragraph 14 below, will, at the request of the Company, be entered on consent and enforced by any such court having jurisdiction over the Grantee. This relief would occur without prejudice to any rights either party may have to appeal from the proceedings that resulted in any grant of such relief.

12. Acknowledgements. With respect to the Units, this Agreement (and any provisions of the Employment Agreement incorporated into this Agreement) is the entire agreement with the Company. No waiver of any breach of any provision of this Agreement by the Company shall be construed to be a waiver of any succeeding breach or as a modification of such provision. The provisions of this Agreement shall be severable and in the event that any provision of this Agreement shall be found by any court as specified in paragraph 14 below to be unenforceable, in whole or in part, the remainder of this Agreement shall nevertheless be enforceable and binding on the parties. Grantee hereby agrees that the court may modify any invalid, overbroad or unenforceable term of this Agreement so that such term, as modified, is valid and enforceable under applicable law. Further, by accepting any Award under this Agreement, Grantee affirmatively states that he has not, will not and cannot rely on any representations not expressly made herein.

13. Funding. No assets or shares of Common Stock shall be segregated or earmarked by the Company in respect of any Units awarded hereunder. The grant of Units hereunder shall not constitute a trust and shall be solely for the purpose of recording an unsecured contractual obligation of the Company.

14. Governing Law. All questions concerning the construction, validity and interpretation of this Award shall, unless otherwise provided in the Plan, be governed by and construed according to the law of the State of Illinois without regard to any state’s conflicts of law principles. Any disputes regarding this Award or Agreement shall be brought only in the state or federal courts of Illinois.

15. Waiver. The failure of the Company to enforce at any time any provision of this Award shall in no way be construed to be a waiver of such provision or any other provision hereof.

16. Actions by the Compensation Committee. The Committee may delegate its authority to administer this Agreement. The actions and determinations of the Compensation Committee or delegate shall be binding upon the parties.

17. 409A Compliance. Notwithstanding any provision in this Award to the contrary, if the Grantee is a “specified employee” (certain officers of Motorola Mobility within the meaning of Treasury Regulation Section 1.409A- 1(i) and using the identification methodology selected by Motorola Mobility from time to time) on the date of the Grantee’s termination of employment, any payment which would

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be considered “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), that the Grantee is entitled to receive upon termination of employment and which otherwise would be paid or delivered during the six month period immediately following the date of the Grantee’s termination of employment will instead be paid or delivered on the earlier of (i) the first day of the seventh month following the date of the Grantee’s termination of employment and (ii) death. Notwithstanding any provision in this Award that requires the Company to pay or deliver payments with respect to Units upon vesting (or within 60 days following the date that the applicable Units vest) if the event that causes the applicable Units to vest is not a permissible payment event as defined in Section 409A(a)(2) of the Code, then the payment with respect to such Units will instead be paid or delivered on the earlier of (i) the specified date of payment or delivery originally provided for such Units and (ii) the date of the Grantee’s termination of employment (subject to any delay required by the first sentence of this paragraph). Payment shall be made within 60 days following the applicable payment date. For purposes of determining the time of payment or delivery of any payment the Grantee is entitled to receive upon termination of employment, the determination of whether the Grantee has experienced a termination of employment will be determined by Motorola Mobility in a manner consistent with the definition of “separation from service” under the default rules of Section 409A of the Code.

18. Acceptance of Terms and Conditions. By electronically accepting this Award Agreement within 30 days after the date of the electronic mail notification by the Company to Grantee of the grant of this Award (“Email Notification Date”), Grantee agrees to be bound by the foregoing terms and conditions, the Plan and any and all rules and regulations established by Motorola Mobility in connection with the assumption and substitution of the Award. If Grantee does not electronically accept this Award within 30 days of the Email Notification Date Grantee will not be entitled to the Units.

19. Plan Documents. The Plan and the Prospectus for the Plan are available at http://my.mot-mobility.com/go/EquityAwards or send your request to Equity Administration, 6450 Sequence Drive, San Diego, CA 92121 or equityadmin@motorola.com.

20. Subsidiary Definition. For purposes of this Agreement, a “Subsidiary” is any corporation or other entity in which a 50 percent or greater interest is held directly or indirectly by Motorola Mobility and which is consolidated for financial reporting purposes.

21. Miscellaneous. The Units shall be subject to Section 3(b)(iii)(G), Section 3(b)(iii)(H) and Section 5 of the Employment Agreement.

		Sanjay K. Jha
Date	Signature	Printed Name

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IN ORDER FOR THE ABOVE-REFERENCED UNITS TO BE AWARDED, THIS AGREEMENT, SIGNED AND DATED, MUST BE RETURNED TO MOTOROLA MOBILITY c/o EXECUTIVE REWARDS NO LATER THAN                                         .

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EX-10.45

Exhibit 10.45

RESTRICTED STOCK UNIT SUBSTITUTE AWARD AGREEMENT (“Agreement”)

This Restricted Stock Unit Award (“Award”) awarded on August 4, 2008 (“Date of Grant”), by Motorola, Inc. to Sanjay K. Jha (the “Grantee”).

WHEREAS, Grantee received the Award pursuant to the inducement grant exception under the New York Stock Exchange rules;

WHEREAS, Grantee and Motorola, Inc. entered into an employment agreement (the “Employment Agreement”), dated as of the 4^th day of August 2008;

WHEREAS, the Award was made as a grant of Motorola, Inc. restricted stock units authorized by the Board of Directors of Motorola, Inc. and the Compensation and Leadership Committee of the Board of Directors of Motorola, Inc.;

WHEREAS, such Award has been assumed by Motorola Mobility Holdings, Inc. (and including each of its Subsidiaries, the “Company” or “Motorola Mobility”) through the Motorola Mobility Holdings, Inc. Legacy Incentive Plan (the “Plan”) in connection with the distribution to holders of shares of Motorola, Inc. common stock of the outstanding shares of Company common stock (the “Distribution”);

WHEREAS, the terms of the Award are being amended only as necessary to reflect the assumption and substitution of such Award by Motorola Mobility under the terms of the Plan, including an adjustment to the number and kind of shares underlying the Award and that future vesting will be based on employment or service with Motorola Mobility or a Subsidiary; and

WHEREAS, the terms and conditions of the Award, including the terms and conditions related to the vesting of Units upon a “Change in Control”, should be construed and interpreted in accordance with the terms and conditions of the Plan.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the Company has assumed the restricted stock units awarded to Grantee by Motorola, Inc. on the following terms and conditions:

1. Assumption of Restricted Stock Units. The Company hereby substitutes a total of [NUMBER] Motorola Mobility restricted stock units (the “Units”) for the Award granted to Grantee by Motorola, Inc. subject to the terms and conditions set forth below. All Awards shall be paid in whole shares of Motorola Mobility Common Stock (“Common Stock”); no fractional shares shall be credited or delivered to Grantee. For purposes of this Award, “Units” will include any rights into which the Units may be converted (including cash accounts).

2. Restrictions. The Units awarded to Grantee are subject to the transfer and forfeiture conditions set forth below (the “Restrictions”) which shall lapse, if at all, as described in Section 3 below. For purposes of this Award, the term Units includes any additional Units granted to the Grantee with respect to Units, still subject to the Restrictions.

a. Grantee may not directly or indirectly, by operation of law or otherwise, voluntarily or involuntarily, sell, assign, pledge, encumber, charge or otherwise transfer any of the Units still subject to Restrictions. The Units shall be forfeited if Grantee violates or attempts

to violate these transfer Restrictions. Motorola Mobility shall have the right to assign this Agreement, which shall not affect the validity or enforceability of this Agreement, subject to the limitations on assignment contained in the Employment Agreement. This Agreement shall inure to the benefit of assigns and successors of Motorola Mobility and Predecessor (as defined below) and references to Motorola Mobility or the Company shall include any such assigns and successors.

b. Any Units still subject to the Restrictions shall be automatically forfeited upon Grantee’s termination of employment pursuant to Section 5(c) of the Employment Agreement.

c. Sections 7(a), (b) and (c) (together, the “Restrictive Covenants”) of the Employment Agreement are hereby incorporated by reference into this Award and shall apply as if fully set forth herein mutatis mutandis and any capitalized terms used in such Sections 7(a), (b) and (c) shall have the meanings ascribed to such terms in the Employment Agreement.

d. The Units are subject to the terms and conditions of the Company’s Policy Regarding Recoupment of Incentive Payments upon Financial Restatement, as such policy is in effect on the Date of Grant (such policy, being the “Recoupment Policy”). The Recoupment Policy provides for determinations by the Company’s independent directors that, as a result of intentional misconduct by Grantee, the Company’s financial results were restated (a “Policy Restatement”). In the event of a Policy Restatement, the Company’s independent directors may require, among other things (a) cancellation of any of the Units that remain outstanding; and/or (b) reimbursement of any gains in respect of the Units, if and to the extent the conditions set forth in the Recoupment Policy apply. Any determinations made by the independent directors in accordance with the Recoupment Policy shall be binding upon Grantee. The Recoupment Policy is in addition to any other remedies which may be otherwise available at law, in equity or under contract, to the Company.

The Company will not be obligated to pay Grantee any consideration whatsoever for forfeited Units.

3. Lapse of Restrictions.

a. The Restrictions applicable to the Units shall lapse, as long as the Units have not been forfeited as described in Section 2 above, as follows:

(i) Vesting Period. Your Units will continue to vest in accordance with the original terms and conditions set forth in the applicable Motorola Plans (as defined in the Plan) and your award agreement having the Date of Grant specified above, including any special vesting dates or conditions, with the exception that your vesting on and after January 4, 2011 shall be determined solely by reference to your employment or service with Motorola Mobility or a Subsidiary. For the Units that are currently vested, and those that are scheduled to vest on each future

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vesting date, you should refer to your on-line account (currently with Morgan Stanley Smith Barney, and reachable at https://www.benefitaccess.com/). You are strongly encouraged to view your on-line account immediately to completely understand your Units and their vesting schedule.

For purposes of this Agreement, the “Restriction Period” applicable to a Unit shall refer to the period of time beginning on the Date of Grant and ending on the date that the Restrictions applicable to such Unit shall lapse, as set forth in the table above.

(ii) In addition, the Restrictions applicable to the Units shall lapse in accordance with the terms of Section 5 of the Employment Agreement if and to the extent applicable provisions under Section 5 of the Employment Agreement are triggered.

b. If, during the Restriction Period, the Grantee takes a Leave of Absence from Motorola Mobility or a Subsidiary, the Units will continue to be subject to this Agreement. If the Restriction Period expires while the Grantee is on a Leave of Absence the Grantee will be entitled to the Units even if the Grantee has not returned to active employment. “Leave of Absence” means an approved leave of absence from Motorola Mobility or a Subsidiary that is not a termination of employment, as determined by Motorola Mobility.

c. To the extent the Restrictions lapse under this Section 3 with respect to the Units, they will be free of the terms and conditions of this Award (other than 2(c)).

4. Adjustments. If the number of outstanding shares of Common Stock is changed as a result of a stock split or the like without additional consideration to the Company, the number of Units subject to this Award shall be adjusted to correspond to the change in the outstanding shares of Common Stock.

5. Dividends. No dividends (or dividend equivalents) shall be paid with respect to Units credited to the Grantee’s account.

6. Delivery of Certificates or Equivalent. Upon the lapse of Restrictions applicable to the Units, the Company shall, at its election, either (a) deliver to the Grantee a certificate representing a number of shares of Common Stock equal to the number of Units upon which such Restrictions have lapsed, or (b) establish a brokerage account for the Grantee and credit to that account the number of shares of Common Stock of the Company equal to the number of Units upon which such Restrictions have lapsed; provided that if the Units convert into cash accounts they shall be settled in cash.

7. Withholding Taxes. The Company is entitled to withhold applicable taxes for the respective tax jurisdiction attributable to this Award or any payment made in connection with the Units. Grantee may satisfy any minimum withholding obligation in whole or in part by electing to have the plan administrator retain shares of Common Stock deliverable in connection with the Units having a Fair Market Value on the date the Restrictions applicable to the Units lapse equal to

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the amount to be withheld. “Fair Market Value” for this purpose shall be the closing price for a share of Common Stock on the date the Restrictions applicable to the Units lapse (the “Restrictions Lapse Date”) as reported for the New York Stock Exchange - Composite Transactions in the Wall Street Journal at www.online.wsj.com. In the event the New York Stock Exchange is not open for trading on the Restrictions Lapse Date, or if the Common Stock does not trade on such day, Fair Market Value for this purpose shall be the closing price of the Common Stock on the last trading day prior to the Restrictions Lapse Date.

8. Voting and Other Rights.

a. Grantee shall have no rights as a stockholder of the Company in respect of the Units, including the right to vote and to receive cash dividends and other distributions until delivery of certificates representing shares of Common Stock in satisfaction of the Units.

b. The grant of Units does not confer upon Grantee any right to continue in the employ of the Company or a Subsidiary or to interfere with the right of the Company or a Subsidiary, to terminate Grantee’s employment at any time.

9. Consent to Transfer Personal Data. By accepting this award, Grantee voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this paragraph. Grantee is not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect Grantee’s ability to participate in the Plan. Motorola Mobility, its subsidiaries and Motorola, Inc. and each of its subsidiaries (“Predecessor”) and Grantee’s employer hold certain personal information about Grantee, that may include his/her name, home address and telephone number, date of birth, social security number or other employee identification number, salary grade, hire data, salary, nationality, job title, any shares of stock held in Motorola Mobility, or details of all restricted stock units or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the Plan (“Data”). Motorola Mobility, Predecessor and/or their Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of Grantee’s participation in the Plan, and Motorola Mobility and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Mobility in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States. Grantee authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on Grantee’s behalf to a broker or other third party with whom Grantee may elect to deposit any shares of stock acquired pursuant to the Plan. Grantee may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting Motorola Mobility; however, withdrawing consent may affect Grantee’s ability to participate in the Plan.

10. Nature of Award. By accepting this Award Agreement, the Grantee acknowledges his or her understanding that the grant of the Award was completely at the

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discretion of Predecessor, and that Motorola Mobility’s decision to assume this Award in no way implies that similar awards may be granted in the future or that Grantee has any guarantee of future employment. Nor shall the assumption and substitution of the Award by the Company nor any future grant of any award by the Company interfere with Grantee’s right or the Company’s right to terminate such employment relationship at any time, with or without cause, to the extent permitted by applicable laws and any enforceable agreement between Grantee and the Company. Grantee’s acceptance of this Award is voluntary. The Award is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments, notwithstanding any provision of any compensation, insurance agreement or benefit plan to the contrary,

11. Remedies for Breach. Grantee hereby acknowledges that the harm caused to the Company or Predecessor by the breach or anticipated breach of the Restrictive Covenants will be irreparable and further agrees the Company or Predecessor may obtain injunctive relief against the Grantee in addition to and cumulative with any other legal or equitable rights and remedies the Company or Predecessor may have pursuant to this Agreement, any other agreements between the Grantee and the Company, or between Grantee and Predecessor, for the protection of Confidential Information (as defined in the Employment Agreement), or law, including the recovery of liquidated damages. Grantee agrees that any interim or final equitable relief entered by a court of competent jurisdiction, as specified in paragraph 14 below, will, at the request of the Company, be entered on consent and enforced by any such court having jurisdiction over the Grantee. This relief would occur without prejudice to any rights either party may have to appeal from the proceedings that resulted in any grant of such relief.

12. Acknowledgements. With respect to the Units, this Agreement (and any provisions of the Employment Agreement incorporated into this Agreement) is the entire agreement with the Company. No waiver of any breach of any provision of this Agreement by the Company shall be construed to be a waiver of any succeeding breach or as a modification of such provision. The provisions of this Agreement shall be severable and in the event that any provision of this Agreement shall be found by any court as specified in paragraph 14 below to be unenforceable, in whole or in part, the remainder of this Agreement shall nevertheless be enforceable and binding on the parties. Grantee hereby agrees that the court may modify any invalid, overbroad or unenforceable term of this Agreement so that such term, as modified, is valid and enforceable under applicable law. Further, by accepting any Award under this Agreement, Grantee affirmatively states that he has not, will not and cannot rely on any representations not expressly made herein.

13. Funding. No assets or shares of Common Stock shall be segregated or earmarked by the Company in respect of any Units awarded hereunder. The grant of Units hereunder shall not constitute a trust and shall be solely for the purpose of recording an unsecured contractual obligation of the Company.

14. Governing Law. All questions concerning the construction, validity and interpretation of this Award shall, unless otherwise provided in the Plan, be governed by and construed according to the law of the State of Illinois without regard to any state’s conflicts of law principles.

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Any disputes regarding this Award or Agreement shall be brought only in the state or federal courts of Illinois.

15. Waiver. The failure of the Company to enforce at any time any provision of this Award shall in no way be construed to be a waiver of such provision or any other provision hereof.

16. Actions by the Compensation Committee. The Committee may delegate its authority to administer this Agreement. The actions and determinations of the Compensation Committee or delegate shall be binding upon the parties.

17. 409A Compliance. Notwithstanding any provision in this Award to the contrary, if the Grantee is a “specified employee” (certain officers of Motorola Mobility within the meaning of Treasury Regulation Section 1.409A- 1(i) and using the identification methodology selected by Motorola Mobility from time to time) on the date of the Grantee’s termination of employment, any payment which would be considered “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), that the Grantee is entitled to receive upon termination of employment and which otherwise would be paid or delivered during the six month period immediately following the date of the Grantee’s termination of employment will instead be paid or delivered on the earlier of (i) the first day of the seventh month following the date of the Grantee’s termination of employment and (ii) death. Notwithstanding any provision in this Award that requires the Company to pay or deliver payments with respect to Units upon vesting (or within 60 days following the date that the applicable Units vest) if the event that causes the applicable Units to vest is not a permissible payment event as defined in Section 409A(a)(2) of the Code, then the payment with respect to such Units will instead be paid or delivered on the earlier of (i) the specified date of payment or delivery originally provided for such Units and (ii) the date of the Grantee’s termination of employment (subject to any delay required by the first sentence of this paragraph). Payment shall be made within 60 days following the applicable payment date. For purposes of determining the time of payment or delivery of any payment the Grantee is entitled to receive upon termination of employment, the determination of whether the Grantee has experienced a termination of employment will be determined by Motorola Mobility in a manner consistent with the definition of “separation from service” under the default rules of Section 409A of the Code.

18. Acceptance of Terms and Conditions. By electronically accepting this Award Agreement within 30 days after the date of the electronic mail notification by the Company to Grantee of the grant of this Award (“Email Notification Date”), Grantee agrees to be bound by the foregoing terms and conditions, the Plan and any and all rules and regulations established by Motorola Mobility in connection with the assumption and substitution of the Award. If Grantee does not electronically accept this Award within 30 days of the Email Notification Date Grantee will not be entitled to the Units.

19. Plan Documents. The Plan and the Prospectus for the Plan are available at http://my.mot-mobility.com/go/EquityAwards or send your request to Equity Administration, 6450 Sequence Drive, San Diego, CA 92121 or equityadmin@motorola.com.

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20. Subsidiary Definition. For purposes of this Agreement, a “Subsidiary” is any corporation or other entity in which a 50 percent or greater interest is held directly or indirectly by Motorola Mobility and which is consolidated for financial reporting purposes.

21. Miscellaneous. The Units shall be subject to Section 3(b)(iii)(G), Section 3(b)(iii)(H) and Section 5 of the Employment Agreement.

		Sanjay K. Jha
Date	Signature	Printed Name

IN ORDER FOR THE ABOVE-REFERENCED UNITS TO BE AWARDED, THIS AGREEMENT, SIGNED AND DATED, MUST BE RETURNED TO MOTOROLA MOBILITY c/o EXECUTIVE REWARDS NO LATER THAN                                         .

EX-10.46

Exhibit 10.46

                    

STOCK OPTION CONSIDERATION AGREEMENT

GRANT DATE: [Grant Date]

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”). Such adjustment and substitution included an adjustment to the number and kind of shares underlying the Original Award and that future vesting will be based on employment or service with the Company or as otherwise provided in the Substitute Award Document. Reference is made to the employment agreement (“Employment Agreement”) by and between Sanjay K. Jha and Predecessor, dated as of the 4^th day of August.

As consideration for the assumption and substitution of the Original Award referenced in the August 4, 2008 Motorola, Inc. Award Document [for the Motorola Omnibus Incentive Plan of 2006] – Terms and Conditions Related to Employee Nonqualified Stock Options (Make Whole – [Plan][NYSE Exception]), Commerce ID[            ] (the “Covered Options”), and the Company and its predecessors, including Predecessor, having provided me with Confidential Information (as defined in the Employment Agreement) as Chief Executive Officer of the Company, I agree to the following:

1. Sections 7(a), (b) and (c) (together, the “Restrictive Covenants”) of the Employment Agreement are hereby incorporated by reference into this Agreement and shall apply as if fully set forth herein mutatis mutandis and any capitalized terms used in such Sections 7(a), (b) and (c) shall have the meanings ascribed to such terms in the Employment Agreement. I acknowledge that my agreement to the Restrictive Covenants is a condition of the assumption and substitution of the Original Award.

2. The Restrictive Covenants can be waived or modified only upon the prior written consent of the Company.

3. I acknowledge that the promises in this Agreement, not any employment of or services performed by me in the course and scope of that employment, are the sole consideration for the assumption and substitution of the Original Award. I agree the Company shall have the right to assign this Agreement which shall not affect the validity or enforceability of this Agreement, subject to the limitations on assignment contained in the Employment Agreement. This Agreement shall inure to the benefit of the Company and the assigns and successors of the Company and references to the Company shall include any such assigns and successors.

Exhibit 10.46

4. I acknowledge that the harm caused to the Company and/or Predecessor by the breach or anticipated breach of the Restrictive Covenants will be irreparable and I agree the Company and/or Predecessor may obtain injunctive relief against me in addition to and cumulative with any other legal or equitable rights and remedies the Company and/or Predecessor may have pursuant to this Agreement, any other agreements between me and the Company, or between me and Predecessor, for the protection of Confidential Information (as defined in the Employment Agreement), or law, including the recovery of liquidated damages. I agree that any interim or final equitable relief entered by a court of competent jurisdiction, as specified in paragraph 7 below, will, at the request of the Company and/or Predecessor, be entered on consent and enforced by any such court having jurisdiction over me. This relief would occur without prejudice to any rights either party may have to appeal from the proceedings that resulted in any grant of such relief.

5. With respect to the Covered Options, this Agreement, the Substitute Award Document and the Plan (and any provisions of the Employment Agreement incorporated into this Agreement) are my entire agreement with the Company. No waiver of any breach of any provision of this Agreement by the Company shall be construed to be a waiver of any succeeding breach or as a modification of such provision. The provisions of this Agreement shall be severable and in the event that any provision of this Agreement shall be found by any court as specified in paragraph 7 below to be unenforceable, in whole or in part, the remainder of this Agreement shall nevertheless be enforceable and binding on the parties. I also agree that the court may modify any invalid, overbroad or unenforceable term of this Agreement so that such term, as modified, is valid and enforceable under applicable law. Further, I affirmatively state that I have not, will not and cannot rely on any representations not expressly made herein.

6. I accept the terms of this Agreement and the Covered Options, subject to the terms of this Agreement, the Plan, and the Substitute Award Document issued pursuant thereto. I am familiar with the Plan and agree to be bound by it to the extent applicable, as well as by the actions of the Company’s Board of Directors or any committee thereof.

7. I agree that this Agreement (and any provisions of the Employment Agreement incorporated into this Agreement) and the Plan, and the Substitute Award Document issued pursuant thereto, together constitute an agreement between the Company and me. I further agree that, unless otherwise provided in the Plan, 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.

		Sanjay K. Jha
Date	Signature	Printed Name
		Commerce ID

IN ORDER FOR THE ABOVE-REFERENCED COVERED OPTION(S) TO BE EXERCISABLE, THIS AGREEMENT, SIGNED AND DATED, MUST BE RETURNED TO MOTOROLA MOBILITY HOLDINGS, INC. c/o EXECUTIVE REWARDS NO LATER THAN                                         .

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EX-10.47

Exhibit 10.47

                    

STOCK OPTION CONSIDERATION AGREEMENT

GRANT DATE: [Grant Date]

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”). Such adjustment and substitution included an adjustment to the number and kind of shares underlying the Original Award and that future vesting will be based on employment or service with the Company or as otherwise provided in the Substitute Award Document. Reference is made to the employment agreement (“Employment Agreement’) by and between Sanjay K. Jha and Predecessor, dated as of the 4^th day of August.

As consideration for the assumption and substitution of the Original Award referenced in the August 4, 2008 Motorola, Inc. Award Document – Terms and Conditions Related to Employee Nonqualified Stock Options (Inducement - NYSE Exception), Commerce ID# 10318294 (the “Covered Options”), and the Company and its predecessors, including Predecessor, having provided me with Confidential Information (as defined in the Employment Agreement) as Chief Executive Officer of the Company, I agree to the following:

1. Sections 7(a), (b) and (c) (together, the “Restrictive Covenants”) of the Employment Agreement are hereby incorporated by reference into this Agreement and shall apply as if fully set forth herein mutatis mutandis and any capitalized terms used in such Sections 7(a), (b) and (c) shall have the meanings ascribed to such terms in the Employment Agreement. I acknowledge that my agreement to the Restrictive Covenants is a condition of the assumption and substitution of the Original Award.

2. I acknowledge that the Covered Options are subject to the terms and conditions of the Company’s Policy Regarding Recoupment of Incentive Payments upon Financial Restatement, as such policy is in effect on the grant date set forth above (such policy, as it may be amended from time to time, being the “Recoupment Policy”). The Recoupment Policy provides for determinations by the Company’s independent directors that, as a result of intentional misconduct by me, the Company’s financial results were restated (a “Policy Restatement”). In the event of a Policy Restatement, the Company’s independent directors may require, among other things (a) cancellation of any of the Covered Options that remain outstanding; and/or (b) reimbursement of any gains realized in respect of the Covered Options, if and to the extent the conditions set forth in the Recoupment Policy apply. Any determinations made by the independent directors in accordance with the Recoupment Policy shall be binding upon me. The Recoupment Policy is in addition to any other

remedies which may be otherwise available at law, in equity or under contract, to the Company.

3. The Restrictive Covenants can be waived or modified only upon the prior written consent of the Company.

4. I acknowledge that the promises in this Agreement, not any employment of or services performed by me in the course and scope of that employment, are the sole consideration for the assumption and substitution of the Original Award. I agree the Company shall have the right to assign this Agreement which shall not affect the validity or enforceability of this Agreement, subject to the limitations on assignment contained in the Employment Agreement. This Agreement shall inure to the benefit of the Company and the assigns and successors of the Company and references to the Company shall include any such assigns and successors.

5. I acknowledge that the harm caused to the Company and/or Predecessor by the breach or anticipated breach of the Restrictive Covenants will be irreparable and I agree the Company and/or Predecessor may obtain injunctive relief against me in addition to and cumulative with any other legal or equitable rights and remedies the Company and/or Predecessor may have pursuant to this Agreement, any other agreements between me and the Company, or between me and Predecessor, for the protection of Confidential Information (as defined in the Employment Agreement), or law, including the recovery of liquidated damages. I agree that any interim or final equitable relief entered by a court of competent jurisdiction, as specified in paragraph 8 below, will, at the request of the Company and/or Predecessor, be entered on consent and enforced by any such court having jurisdiction over me. This relief would occur without prejudice to any rights either party may have to appeal from the proceedings that resulted in any grant of such relief.

6. With respect to the Covered Options, this Agreement, the Substitute Award Document and the Plan (and any provisions of the Employment Agreement incorporated into this Agreement) are my entire agreement with the Company. No waiver of any breach of any provision of this Agreement by the Company shall be construed to be a waiver of any succeeding breach or as a modification of such provision. The provisions of this Agreement shall be severable and in the event that any provision of this Agreement shall be found by any court as specified in paragraph 8 below to be unenforceable, in whole or in part, the remainder of this Agreement shall nevertheless be enforceable and binding on the parties. I also agree that the court may modify any invalid, overbroad or unenforceable term of this Agreement so that such term, as modified, is valid and enforceable under applicable law. Further, I affirmatively state that I have not, will not and cannot rely on any representations not expressly made herein.

7. I accept the terms of this Agreement and the Covered Options, subject to the terms of this Agreement, the Plan, and the Substitute Award Document issued pursuant thereto. I am familiar with the Plan and agree to be bound by it to the extent applicable, as well as by the actions of the Company’s Board of Directors or any committee thereof.

8. I agree that this Agreement (and any provisions of the Employment Agreement incorporated into this Agreement) and the Plan, and the Substitute Award Document issued pursuant thereto, together constitute an agreement between the Company and me. I further agree that, unless otherwise provided in the Plan, 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

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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.

		Sanjay K. Jha
Date	Signature	Printed Name
		Commerce ID

IN ORDER FOR THE ABOVE-REFERENCED COVERED OPTION(S) TO BE EXERCISABLE, THIS AGREEMENT, SIGNED AND DATED, MUST BE RETURNED TO MOTOROLA MOBILITY HOLDINGS, INC. c/o [EXECUTIVE REWARDS] NO LATER THAN                                         .

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EX-10.48

Exhibit 10.48

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 Options

Participant:	Sanjay K. Jha	Date of Expiration:	January 28, 2021
Commerce ID#:		Number of Options:	2,869,131
Date of Grant:	January 28, 2011	Exercise Price:	$29.59

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.

Vesting Schedule

Vesting Date	Percentage of Options that Vest
The later to occur of (x) the “Milestone Date” as defined below, and (y) January 28, 2012.	33 1/3% (rounded to the nearest whole share)
The later to occur of (x) the Milestone Date and (y) January 28, 2013.	33 1/3% (rounded to the nearest whole share)
The later to occur of (x) the Milestone Date and (y) January 28, 2014.	Remainder

1. Vesting and Exercisability

You cannot exercise the Options until they have vested.

a. Regular Vesting – The Options will vest in accordance with the above schedule (provided that you remain in the employment of the Company through each such vesting date, and subject to the other terms hereof).

b. Special Vesting – You may be subject to the Special Vesting Dates described below if your employment or service with the Company or an Affiliate terminates.

c. Exercisability – You may exercise Options at any time after they vest and before they expire as described below.

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2. Expiration

All Options expire on the earlier of (a) the Date of Expiration as stated above or (b) any of the Special Expiration Dates described below. As an administrative matter, the vested portion of the Options may be exercised only until the close of the NYSE on the Expiration Date or, as applicable the Special Expiration Date, or, if such date is not a trading day on the NYSE, the last trading day before such date. Any later attempt to exercise the Options will not be honored as once an Option expires, you no longer have the right to exercise it.

3. Special Vesting Dates and Special Expiration Dates

There are events that cause your Options to vest sooner than the Regular Vesting schedule discussed above or to expire sooner than the Date of Expiration as stated above. Those events are as follows:

a. Disability – If your employment or service with the Company or an Affiliate is terminated because of your “Disability” (within the meaning of the Employment Agreement, as defined in Section 6 below), Options that are not vested will automatically become fully vested upon your termination of employment or service, regardless of whether or not the Milestone Date has occurred. All your Options will then expire on the earlier of the first anniversary of your termination of employment or service because of your Disability or the Date of Expiration stated above. Until that time, the Options will be exercisable by you or, with evidence acceptable to the Company, your guardian or legal representative.

b. Death – If your employment or service with the Company or an Affiliate is terminated because of your death, Options that are not vested will automatically become fully vested upon your death, regardless of whether or not the Milestone Date has occurred. All your Options will then expire on the earlier of the first anniversary of your death or the Date of Expiration stated above. Until that time, with written proof of death and inheritance, the Options will be exercisable by your legal representative, legatees or distributees.

c. Termination of Employment or Service for any Other Reason than Described Above – If your employment or service with the Company or an Affiliate terminates for any reason other than Disability or death (as addressed above), including voluntary resignation of your employment or service, then the vesting or forfeiture of your Options shall be determined, upon such termination of your employment, under the provisions of your Employment Agreement that are applicable to your “MDB Public Stock Option” (as defined in Section 3(b)(iii)(I) of the Employment Agreement).

4. Leave of Absence

If you take a leave of absence from the Company or an Affiliate that your employer has approved in writing in accordance with your employer’s Leave of Absence Policy and from which you have a right to return to work, as determined by the Company (“Leave of Absence”), the following will apply:

a. Vesting of Options – Options will continue to vest in accordance with the vesting schedule set forth above.

b. Exercising Options – You may exercise Options that are vested or that vest during the Leave of Absence.

c. Effect of Leave of Absence – If your employment or service is terminated during the Leave of Absence, the treatment of your Options will be determined as described under “Special Vesting Dates and Special Expiration Dates” above.

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5. Other Terms

a. Method of Exercising – You must follow the procedures for exercising options established by the Company from time to time. At the time of exercise, you must pay the Exercise Price for all of the Options being exercised and any applicable Tax-Related Items (as defined below) that are required to be withheld by the Company or an Affiliate in connection with the exercise. Options may not be exercised for less than 50 Shares unless the number of Shares represented by the vested portion of the Option is less than 50 Shares, in which case the Option must be exercised for the full number of whole Shares then subject to the vested portion of the Option.

b. Transferability – Unless the Committee provides otherwise, Options are not transferable other than by will or the laws of descent and distribution.

c. Tax Withholding – Regardless of any action that the Company or your employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to your participation in the Plan (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Options, including, without limitation, the grant, vesting, or exercise of the Options, the issuance of Shares upon exercise of the Options, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Options to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Furthermore, if you become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant tax withholding event, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant tax withholding event, you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you may satisfy any obligation for Tax-Related Items by electing to have the plan administrator retain Shares to be issued upon exercise of the Option having a fair market value on the date of exercise equal to the minimum amount to be withheld. In the absence of your election, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related items by one or a combination of the following:

(i) withholding from any wages or other cash compensation paid to you by the Company and/or the Employer; or

(ii) withholding from proceeds of the sale of Shares acquired upon exercise of the Options, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization).

To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, you are deemed, for tax purposes, to have been issued the full number of Shares subject to the exercised Options, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan.

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You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if you fail to comply with your obligations in connection with the Tax-Related Items.

6. Definition of Terms

Any capitalized terms used herein that are not otherwise defined below or elsewhere in this Award Agreement shall have the meaning provided under the Plan.

“Employment Agreement” means the employment agreement that you and the Company first entered into on August 4, 2008 and thereafter amended from time to time.

“Milestone Date” means the date on which the average closing price of Common Stock for any fifteen consecutive trading days is 110% or greater than the average closing price of the Common Stock for the first fifteen trading days following January 4, 2011 (including the closing price of Common Stock on January 4, 2011). For purposes of this paragraph, closing prices of Common Stock will be as reported for the New York Stock Exchange-Composite Transactions in the Wall Street Journal, Midwest Edition, at www.online.wsj.com.

7. Consent to Transfer Personal Data

By accepting the Options, you voluntarily acknowledge and consent to the collection, use, processing and transfer of personal data, in electronic or other form, as described in this Award Agreement. You are not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect your ability to participate in the Plan. The Company, its Affiliates and your Employer hold certain personal information about you, that may include your name, home address and telephone number, date of birth, social security number or other employee identification number, salary, salary grade, hire date, nationality, job title, any shares of stock held in the Company, or details of all options or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the exclusive purpose of implementing, administering, and managing the Plan (“Data”). The Company and/or its Affiliates will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan, and the Company and/or any of its Affiliates may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States and the recipients’ country may have different data privacy laws and protections from your country. You authorize the Data recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on your behalf to a broker or other third party with whom you may elect to deposit any Shares acquired pursuant to the Plan. You may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative or the Company. You may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing, in any case without cost, by contacting your local human resources representative or the Company; however, withdrawing your consent may affect your ability to participate in the Plan.

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8. Acknowledgement of Discretionary Nature of the Plan; No Vested Rights

By accepting the Options, you acknowledge, understand, and agree that: (a) the Plan is established voluntarily by the Company, is discretionary in nature, and may be modified, amended, suspended or terminated by the Company at any time; (b) the grant of the Options is voluntary and occasional and does not create any contractual or other right to receive future option grants, or benefits in lieu of Options, even if options have been granted repeatedly in the past; (c) all decisions with respect to future option grants, if any, will be at the sole discretion of the Company; (d) your acceptance of the Options and participation under the Plan is voluntary; (e) your participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate your employment at any time pursuant to the terms of your Employment Agreement; (f) the Option and your participation in the Plan shall not be interpreted to form an employment contract or relationship with the Company or any Affiliate; and (g) subject to any rights you have under your Employment Agreement, no claim or entitlement to compensation or damages shall arise from forfeiture of any portion of the Options and/or shortening of the period within which to exercise any vested portion of the Options resulting from termination of your employment by the Company or the Employer (for any reason whatsoever and regardless of whether in breach of local labor laws) and, in consideration of the grant of the Options, you irrevocably agree never to institute any claim against the Company or the Employer, waive your ability, if any, to bring any such claim, and release the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim.

9. No Relation to Other Benefits/Termination Indemnities

Except as otherwise provided under the Employment Agreement, the Options and the Shares subject to the Options are not part of normal or expected compensation or salary for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments, notwithstanding any provision of any compensation, insurance agreement or benefit plan to the contrary. Further, the Options and the Shares subject to the Options are not intended to replace any pension rights.

10. No Advice Regarding Grant

The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the Shares underlying the Options. You should note that the future value of the Shares underlying the Options is unknown. If the Shares do not increase in value, the Options will have no value and if you obtain Shares upon exercise of the Options, the value of those Shares may increase or decrease, including below the Exercise Price. You are hereby advised to consult with your own personal tax, legal, and financial advisors regarding your participation in the Plan before taking any action related to the Plan.

11. Electronic Delivery

The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

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12. Imposition of Other Requirements

Subject to the Employment Agreement, the Company reserves the right to impose other requirements on your participation in the Plan, on the Options and on any Shares received under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

13. Severability

The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions nevertheless shall be binding and enforceable.

14. Governing Law and Choice of Venue

This Award Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware U.S.A., without regard to the provisions governing conflict of laws. Any and all disputes relating to, concerning or arising from this Award Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the Award or this Award Agreement, shall be brought and heard exclusively in the United States District Court for the District of Delaware or the Delaware Superior Court, New Castle County. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute; and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.

15. Acceptance of Terms and Conditions

By accepting the Options, you agree to be bound by the terms and conditions of the Award Agreement, the Plan, any and all rules and regulations established by the Company in connection with Awards issued under the Plan, and any additional covenants or promises the Company may require (subject to the terms of your Employment Agreement) as a condition of the grant.

16. Other Information about Your Options and the Plan

You can find other information about your Options, the Plan and Prospectus of the Plan on the Company’s website http://my.mot-mobility.com/go/EquityAwards. If you do not have access to the website, please send your request to Equity Administration at, 6450 Sequence Drive, San Diego, CA 92121 or email: EQUITYADMIN@Motorola.com to request Plan documents.

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EX-10.49

Exhibit 10.49

MOTOROLA MOBILITY HOLDINGS, INC.

STOCK OPTION CONSIDERATION AGREEMENT

GRANT DATE: January 28, 2011

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.

As consideration for the stock option award (the “Award”) granted to me on the date shown above under the terms of the Plan (“the Covered Options”) and pursuant to the terms and conditions of the Employment Agreement (as defined in my Global Award Agreement), and the Company having provided me with Confidential Information (as defined in the Employment Agreement) as Chief Executive Officer of the Company, I agree to the following:

(1) Sections 7(a), (b) and (c) (together, the “Restrictive Covenants”) of the Employment Agreement are hereby incorporated by reference into this Agreement and shall apply as if fully set forth herein mutatis mutandis and any capitalized terms used in such Sections 7(a), (b) and (c) shall have the meanings ascribed to such terms in the Employment Agreement.

(2) I acknowledge that the Covered Options are subject to the terms and conditions of the Company’s Policy Regarding Recoupment of Incentive Payments Upon Financial Restatement (such policy, as it may be amended from time to time, being the “Recoupment Policy”). The Recoupment Policy provides for determinations by the Company’s independent directors that, as a result of, in whole or in part, intentional fraud or misconduct by me, the Company’s financial results were restated or materially misstated (a “Policy Restatement”). In the event of a Policy Restatement, the Company’s independent directors may require, among other things (a) cancellation of any of the Covered Options that remain outstanding; and/or (b) reimbursement of any gains realized in respect of the Covered Options, if and to the extent the conditions set forth in the Recoupment Policy shall apply. Any determinations made by the independent directors in accordance with the Recoupment Policy shall be binding upon me. The Recoupment Policy is in addition to any other remedies which may be otherwise available at law, in equity or under contract to the Company.

(3) I agree that by accepting the Covered Options, if I violate the Restrictive Covenants, then, in addition to any other remedies available in law and/or equity in any country, all of my vested and unvested Covered Options will terminate and no longer be exercisable, and for all Covered Options exercised within one year prior to the termination of my employment for any reason or anytime after termination of my employment for any reason, I will immediately pay to the Company the difference between the exercise price on the date of grant as reflected in my Global Award Agreement for the Covered Options and the market price of the Covered Options on the date of exercise (the “spread”).

(4) The Restricted Covenants can be waived or modified only upon the prior consent of the Company.

(5) The requirements of this Agreement can be waived or modified only upon the prior written consent of Motorola Mobility Holdings, Inc. I agree the Company shall have the right to assign this Agreement which shall not affect the validity or enforceability of this Agreement. This Agreement shall inure to the benefit of the Company assigns and successors.

(6) I acknowledge that the harm caused to the Company by the breach or anticipated breach of the Restricted Covenants will be irreparable, and I agree the Company may obtain injunctive relief against me in addition to and cumulative with any other legal or equitable rights and remedies the Company may have pursuant to this Agreement, my Employment Agreement, and any other agreements between me and the Company for the protection of the Company’s Confidential Information, or law, including the recovery of liquidated damages. I agree that any interim or final equitable relief entered by a court of competent jurisdiction, as specified in paragraph 9 below, will, at the request of the Company, be entered on consent and enforced by any such court having jurisdiction over me. This relief would occur without prejudice to any rights either party may have to appeal from the proceedings that resulted in any grant of such relief.

(7) No waiver of any breach of any provision of this Agreement by the Company shall be construed to be a waiver of any succeeding breach or as a modification of such provision. The provisions of this Agreement shall be severable and in the event that any provision of this Agreement shall be found by any court as specified in paragraph 9 below to be unenforceable, in whole or in part, the remainder of this Agreement shall nevertheless be enforceable and binding on the parties. I also agree that the court may modify any invalid, overbroad or unenforceable term of this Agreement so that such term, as modified, is valid and enforceable under applicable law. Further, I affirmatively state that I have not, will not and cannot rely on any representations not expressly made herein.

(8) I accept the terms of this Agreement and the above option(s) to purchase shares of the common stock of the Company, subject to the terms of this Agreement, the Plan, and any Award issued pursuant thereto. I am familiar with the Plan and agree to be bound by it to the extent applicable, as well as by the actions of the Company’s Board of Directors or any committee thereof.

(9) I agree that this Agreement and the Plan, and any Award issued pursuant thereto, together constitute an agreement between the Company and me. I further agree that this Agreement is governed by the laws of the State of Delaware U.S.A., without regard to the provisions governing conflict of laws and that any and all disputes relating to, concerning or arising from this Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by this Agreement, shall be brought and heard exclusively in the United States District Court for the District of Delaware or the Delaware Superior Court, New Castle County.

		Sanjay K. Jha
Date	Signature	Printed Name
		Commerce ID

IN ORDER FOR THE ABOVE-REFERENCED OPTION(S) TO BE AWARDED, THIS AGREEMENT, SIGNED AND DATED, MUST BE RETURNED TO MOTOROLA MOBILITY HOLDINGS, INC. c/o EQUITY ADMINISTRATION, 6450 SEQUENCE DRIVE, SAN DIEGO, CA 92121, OR EMAIL AT EQUITYADMIN@MOTOROLA.COM. NO LATER THAN

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EX-10.50

Exhibit 10.50

MOTOROLA MOBILITY HOLDINGS, INC.

2011 INCENTIVE COMPENSATION PLAN

RESTRICTED STOCK AWARD AGREEMENT

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”).

WHEREAS, Participant is receiving the Award under the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan (the “Plan”), and the employment agreement that the Company and Participant first entered into on August 4, 2008 (as amended from time to time thereafter, the “Employment Agreement”); and

WHEREAS, the Award is being made by the Compensation and Leadership Committee (the “Committee”) of the Board of Directors;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the Company hereby awards restricted stock to Participant on the following terms and conditions:

1. Award of Restricted Shares. The Company hereby grants to Participant a total of three hundred eighteen thousand seven hundred ninety-two (318,792) restricted shares (the “Restricted Shares”) of the Company’s common stock (“Common Stock”) with each Restricted Share representing a right to receive one unrestricted Share of Common Stock on the applicable Vesting Date subject to the terms and conditions set forth in this Award Agreement (the “Award Agreement”), and subject to adjustment as provided in the Plan. The Restricted Shares are granted pursuant to the Plan and are subject to all of the terms and conditions of the Plan.

2. Restrictions. The Restricted Shares are being awarded to Participant subject to the transfer and forfeiture conditions set forth below (the “Restrictions”). In its sole discretion, the Committee may amend or waive the provisions of subparagraphs (b) or (c) hereof, in whole or in part, to the extent necessary or advisable to comply with applicable laws, as determined by the Committee:

a. No Assignment. Unless otherwise provided by the Committee, prior to the vesting of the Restricted Shares as described in Section 3 below, Participant may not directly or indirectly, by operation of law or otherwise, voluntarily or involuntarily, sell, assign, pledge, encumber, charge or otherwise transfer any of the Restricted Shares still subject to Restrictions. The Restricted Shares shall be forfeited if Participant violates or attempts to violate these transfer Restrictions.

b. Restricted Conduct. Sections 7(a), (b) and (c) (together, the “Restrictive Covenants”) of the Employment Agreement are hereby incorporated by reference into this Award Agreement and shall apply as if fully set forth herein mutatis mutandis and any capitalized terms used in such Sections 7(a), (b) and (c) shall have the meanings ascribed to such terms in the Employment Agreement. If Participant breaches the Restrictive Covenants , in addition to all remedies in law and/or equity available to the Company or any Affiliate, including the remedies available under the Employment Agreement and the recovery of liquidated damages, Participant shall forfeit all Restricted Shares (whether or not vested) and shall immediately pay to the Company, with respect to previously vested Restricted Shares, an amount equal to (x) the per share Fair Market Value of the Shares on each date on which the unrestricted Shares were issued with respect to the applicable previously vested Restricted Shares times (y) the number of Shares underlying such previously vested Restricted Shares, without regard to any Tax-Related Items (as defined below) that may have been deducted from such amount.

c. Recoupment Policy. The Restricted Shares are subject to the terms and conditions of the Company’s Policy Regarding Recoupment of Incentive Payments upon Financial Restatement (such policy, as it may be amended from time to time, the “Recoupment Policy”). The Recoupment Policy provides for determinations by the Company’s independent directors that, as a result of, in whole or in part, intentional fraud or misconduct by Participant, the Company’s financial results were restated or materially misstated (a “Policy Restatement”). In the event of a Policy Restatement, the Company’s independent directors may require, among other things, (a) cancellation of any of the Restricted Shares that remain outstanding; and/or (b) reimbursement of any gains in respect of the Restricted Shares, if and to the extent the conditions set forth in the Recoupment Policy apply. Any determinations made by the independent directors in accordance with the Recoupment Policy shall be binding upon Participant. The Recoupment Policy is in addition to any other remedies which may be otherwise available at law, in equity or under contract to the Company.

d. Repayment/Forfeiture. Any benefits Participant may receive hereunder shall be subject to repayment or forfeiture as may be required to comply with the requirements of the U.S. Securities and Exchange Commission or any applicable law, including the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or any securities exchange on which the Common Stock is traded, as may be in effect from time to time.

3. Vesting. Subject to the remaining terms and conditions of this Award Agreement, and provided the Restricted Shares have not been forfeited as described in Section 2 above, the Restricted Shares will vest as follows:

a. Vesting Period. The Restricted Shares will vest as follows in accordance with the following schedule (the applicable date, the “Vesting Date”) (provided Participant remains in the employment of the Company through each such Vesting Date):

Vesting Date	Percentage of Restricted Shares that Vest
The later to occur of (x) the “Milestone Date” as defined below, and (y) January 28, 2012.	33 1/3% (rounded to the nearest whole share)
The later to occur of (x) the Milestone Date and (y) January 28, 2013.	33 1/3% (rounded to the nearest whole share)
The later to occur of (x) the Milestone Date and (y) January 28, 2014.	Remainder

(i) For purposes of this Agreement, “Milestone Date” shall mean the date on which the average closing price of Common Stock for any fifteen consecutive trading days is 110% or greater than the average closing price of the Common Stock for the first fifteen trading days following January 4, 2011 (including the closing price of Common Stock on January 4, 2011). For purposes of this paragraph, closing prices of Common Stock will be as reported for the New York Stock Exchange-Composite Transactions in The Wall Street Journal, Midwest Edition, at www.online.wsj.com.

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(ii) The period from the Date of Grant through the last Vesting Date set forth above is referred to as the “Restriction Period”. Except to the extent vesting accelerates pursuant to Sections 3(b) through (d) below, any unvested Restricted Shares shall be automatically forfeited upon Participant’s termination of employment with the Company or an Affiliate prior to the applicable Vesting Date. The Company will not be obligated to pay Participant any consideration whatsoever for forfeited Restricted Shares.

(iii) If, during the Restriction Period, Participant takes a Leave of Absence (as defined herein) from the Company or an Affiliate, the Restricted Shares will continue to be subject to this Award Agreement. If the Restriction Period expires while Participant is on a Leave of Absence, Participant will be entitled to the Restricted Shares even if Participant has not yet returned to active employment. For purposes of this Award Agreement, “Leave of Absence” means an approved leave of absence from the Company or an Affiliate from which Participant has a right to return to work, as determined by the Company.

b. Disability. All unvested Restricted Shares shall fully vest, regardless of whether or not the Milestone Date has occurred, upon Participant’s termination of employment with the Company and its Affiliates due to Disability (as defined in the Employment Agreement).

c. Death. All unvested Restricted Shares shall fully vest, regardless of whether or not the Milestone Date has previously occurred, upon Participant’s termination of employment with the Company and its Affiliates due to death.

d. Certain Other Terminations of Employment. If Participant’s employment or service with the Company or an Affiliate terminates for any reason other than Disability or death (as addressed above), including voluntary resignation of Participant’s employment or service, then the vesting or forfeiture of the Restricted Shares shall be determined, upon such termination of Participant’s employment, under the Employment Agreement provisions that are applicable to his “MDB Public Restricted Shares” (as defined in Section 3(b)(iii)(J) of the Employment Agreement).

4. Delivery of Shares.

a. Upon the vesting of the applicable Restricted Shares described in Section 3 above, the Company shall cancel such Restricted Shares and shall establish a brokerage account for Participant and credit to that account the number of unrestricted Shares equal to the number of Restricted Shares that have vested and cancelled, less any Tax-Related Items (as defined in Section 8 below). Unless otherwise determined by the Committee, the Company shall not deliver to Participant certificates evidencing Shares issued in connection with the vested Restricted Shares.

b. Subject to Section 23, the actions contemplated by subparagraph (a) above shall occur within 60 days following the date that the applicable Restricted Shares vested.

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5. Whole Shares. All Awards shall be paid in whole Shares; no fractional Shares shall be credited or delivered to Participant.

6. Adjustments. The Restricted Shares shall be subject to adjustment as provided in Section 12.1 of the Plan.

7. Dividend Equivalent Rights. Pursuant to Section 9.1(a) of the Plan, Participant shall have the Dividend Equivalent Rights set forth herein with respect to the Restricted Shares granted pursuant to this Award Agreement. Accordingly, upon the Company’s payment of cash dividends (or dividends paid in shares of stock of another company or in other property than Common Stock) with respect to its Common Stock, the number of Restricted Shares credited to Participant shall be increased by the number obtained by dividing (a) the amount of the cash dividend (or the value of the other property) Participant would have received had Participant owned a number of unrestricted shares of Common Stock equal to the number of Restricted Shares then credited to Participant pursuant to this Award Agreement, by (b) the closing price of a share of the Common Stock on the day before the day of the dividend payment, as reported for the New York Stock Exchange-Composite Transaction in The Wall Street Journal, Midwest Edition. If the number of outstanding shares of Common Stock is changed as a result of stock dividend, stock split or the like without additional consideration to the Company, the number of Restricted Shares subject to this Award Agreement shall be adjusted pursuant to Section 12(a) of the Plan to correspond to the change in the outstanding shares of Common Stock.

8. Responsibility for Taxes. Regardless of any action the Company or Participant’s Employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”), Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Shares, including, but not limited to, the grant, vesting or settlement of the Restricted Shares, the issuance of Shares upon settlement of the Restricted Shares, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant tax withholding event, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant tax withholding event, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, if Participant is not subject to Section 16 of the Exchange Act, Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer; (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the Restricted Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization); (iii) withholding in Shares to be issued upon settlement of the Restricted Shares; or (iv) requiring Participant to pay, by cash or certified check, the amount necessary to satisfy Participant’s

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obligations with regard to Tax-Related Items. Notwithstanding the foregoing, if Participant is subject to Section 16 of the Exchange Act, such Participant may satisfy the obligations with regard to Tax-Related Items, in whole or in part, by either (i) electing to have the Company withhold in Shares to be issued upon settlement of the Restricted Shares; or (ii) paying, by cash or certified check, the amount necessary to satisfy such Participant’s obligations with regard to Tax-Related Items.

In any case, to avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Shares, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Participant’s participation in the Plan.

Finally, Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of shares, if Participant fails to comply with Participant’s obligations in connection with the Tax-Related Items.

9. Stockholder Rights. Participant shall have the rights as a stockholder of the Company in respect of the Restricted Shares, including the right to vote such Restricted Shares, subject to Section 7 above regarding his right to receive dividends on such Restricted Shares.

10. Issuance of Restricted Shares. Shares representing Participant’s Restricted Shares shall be issued either (i) in certificate form or (ii) in book entry or electronic form, registered in the name of Participant, with legends, or notations, as applicable, referring to the terms, conditions, and restrictions set forth in this Award Agreement. Such Restricted Shares shall be held by the Company in custody for Participant, until they are either forfeited by Participant or are surrendered and exchanged for unrestricted Shares pursuant to Section 4 above. The grant of Restricted Shares hereunder shall not constitute a trust.

11. Acknowledgement of Discretionary Nature of the Plan; No Vested Rights. By accepting the Restricted Shares, Participant acknowledges, understands, and agrees that: (i) the Plan is established voluntarily by the Company, is discretionary in nature, and may be modified, amended, suspended or terminated by the Company at any time; (ii) the grant of the Restricted Shares is voluntary and occasional and does not create any contractual or other right to receive future restricted stock, or benefits in lieu of restricted stock, even if Restricted Shares have been granted repeatedly in the past; (iii) all decisions with respect to future awards, if any, will be at the sole discretion of the Company; (iv) Participant’s acceptance of the Restricted Shares and participation under the Plan is voluntary; (v) Participant’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate Participant’s employment at any time pursuant to the Employment Agreement; (vi) the grant of the Restricted Shares and Participant’s participation in the Plan shall not be interpreted to form an employment contract or relationship with the Company or any Affiliate; and (vii) subject to any rights of Participant under his Employment Agreement, no claim or entitlement to compensation or damages shall arise from forfeiture of any portion of the Restricted Shares resulting from termination of Participant’s employment by the Company or the Employer (for any reason whatsoever and regardless of whether in breach of local labor laws)

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and, in consideration of the grant of the Restricted Shares, Participant irrevocably agrees never to institute any claim against the Company or the Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim.

12. No Relation to Other Benefits/Termination Indemnities. Except as otherwise provided under the Employment Agreement, the Restricted Shares and the Shares delivered pursuant to vesting of the Restricted Shares are not part of normal or expected compensation or salary for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments, notwithstanding any provision of any compensation, insurance agreement or benefit plan to the contrary. Further, the Restricted Shares and the Shares delivered pursuant to vesting of the Restricted Shares are not intended to replace any pension rights.

13. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the Shares underlying the Restricted Shares. Participant should note that the future value of the Shares underlying the Restricted Shares is unknown. Participant is hereby advised to consult with Participant’s own personal tax, legal, and financial advisors regarding Participant’s participation in the Plan before taking any action related to the Plan.

14. Acknowledgements. No waiver of any breach of any provision of this Award Agreement by the Company shall be construed to be a waiver of any succeeding breach or as a modification of such provision. The provisions of this Award Agreement shall be severable and in the event that any provision of this Award Agreement shall be found by any court as specified in Section 20 below to be unenforceable, in whole or in part, the remainder of this Award Agreement shall nevertheless be enforceable and binding on the parties. Participant hereby agrees that the court may modify any invalid, overbroad or unenforceable term of this Award Agreement so that such term, as modified, is valid and enforceable under applicable law.

15. The Company Assignment Rights. The Company shall have the right to assign this Award Agreement, which shall not affect the validity or enforceability of this Award Agreement. This Award Agreement shall inure to the benefit of assigns and successors of the Company.

16. Waiver. The failure of the Company to enforce at any time any provision of this Award Agreement shall in no way be construed to be a waiver of such provision or any other provision hereof.

17. Actions by the Committee. The Committee may delegate its authority to administer this Award Agreement. The actions and determinations of the Committee or its delegate shall be binding upon the parties.

18. Consent to Transfer Personal Data. By accepting the Award, Participant voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data, in electronic or other form, as described in this Award Agreement. Participant is not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect Participant’s ability to participate in the Plan. The Company,

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its Affiliates and Participant’s Employer hold certain personal information about Participant, that may include Participant’s name, home address and telephone number, date of birth, social security number or other employee identification number, salary, salary grade, hire date, nationality, job title, any shares of stock held in the Company, or details of all restricted stock units or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the exclusive purpose of implementing, administering, and managing the Plan (“Data”). The Company and/or its Affiliates will transfer Data among themselves as necessary for the purpose of implementation, administration and management of Participant’s participation in the Plan, and the Company and/or any of its Affiliates may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States and the recipients’ country may have different data privacy laws and protections from Participant’s country. Participant authorizes the Data recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Participant’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on Participant’s behalf to a broker or other third party with whom Participant may elect to deposit any Shares acquired pursuant to the Plan. Participant may request a list with the names and addresses of any potential recipients of the Data by contacting Participant’s local human resources representative or the Company. Participant may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing, in any case without cost, by contacting Participant’s local human resources representative or the Company; however, withdrawing Participant’s consent may affect Participant’s ability to participate in the Plan.

19. Remedies for Breach. Participant hereby acknowledges that the harm caused to the Company by the breach or anticipated breach of subparagraph 2(b) of this Award Agreement will be irreparable and further agrees that the Company may obtain injunctive relief against Participant in addition to and cumulative with any other legal or equitable rights and remedies the Company may have pursuant to this Award Agreement, the Employment Agreement, any other agreements between Participant and the Company for the protection of the Company’s Confidential Information or law, including the recovery of liquidated damages. Participant agrees that any interim or final equitable relief entered by a court of competent jurisdiction, as specified in Section 20 below, will, at the request of the Company, be entered on consent and enforced by any such court having jurisdiction over Participant. This relief would occur without prejudice to any rights either party may have to appeal from the proceedings that resulted in any grant of such relief.

20. Governing Law. All questions concerning the construction, validity and interpretation of this Award Agreement shall be governed by and construed according to the law of the State of Delaware without regard to any state’s conflicts of law principles. Any and all disputes relating to, concerning or arising from this Award Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the Award or this Award Agreement, shall be brought and heard exclusively in the United States District Court for the District of Delaware or the Delaware Superior Court, New Castle County. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute; and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.

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21. Definitions. Any capitalized terms used herein that are not otherwise defined below or elsewhere in this Award Agreement shall have the meaning provided under the Plan.

22. Imposition of Other Requirements. Subject to the Employment Agreement, the Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Restricted Shares and on any Shares received under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

23. 409A Compliance Applicable Only to Participants Subject to U.S. Tax. Notwithstanding any provision in this Award Agreement to the contrary, if Participant is a “specified employee” (certain officers of the Company within the meaning of Treasury Regulation Section 1.409A-1(i) and using the identification methodology selected by the Company from time to time) on the date of Participant’s termination of employment, any payment which would be considered “nonqualified deferred compensation” within the meaning of Code Section 409A that Participant is entitled to receive upon termination of employment and which otherwise would be paid or delivered during the six-month period immediately following the date of Participant’s termination of employment will instead be paid or delivered on the earlier of (i) the first day of the seventh month following the date of Participant’s termination of employment and (ii) death. For purposes of determining the time of payment or delivery of any payment Participant is entitled to receive upon termination of employment, the determination of whether Participant has experienced a termination of employment will be determined by the Company in a manner consistent with the definition of “separation from service” under the default rules of Section 409A of the Code.

24. Acceptance of Terms and Conditions. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means and shall notify Participant of the grant of this Award by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. Further, by electronically accepting this Award within 30 days after the date of the electronic mail notification by the Company to Participant of the grant of this Award (“Email Notification Date”), Participant agrees to be bound by the foregoing terms and conditions, the Plan, and any and all rules and regulations established by the Company in connection with awards issued under the Plan. If Participant does not electronically accept this Award within 30 days of the Email Notification Date, Participant will not be entitled to the Restricted Shares. In the Company’s sole discretion, Participant may also be required to accept the Award in writing and to return notice of acceptance to the Company in the form prescribed by the Company within 30 days of the date that Participant is first notified of the grant of this Award.

25. Plan Documents. Participant can find other information about the Restricted Shares, the Plan and the Prospectus for the Plan on the Company’s website at http://my.mot-mobility.com/go/EquityAwards. If Participant does not have access to the website, please contact Equity Administration at 6450 Sequence Drive, San Diego, CA 92121 or email: EQUITYADMIN@Motorola.com. to request Plan documents.

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EX-10.53

Exhibit 10.53

FORM OF TIME SHARING AGREEMENT

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”.

RECITALS

The parties recite and declare that:

The Operator is the lessee of each of the aircraft described on Exhibit A attached hereto (each such aircraft is referred to herein as an “Aircraft”), under those certain Non-Exclusive Dry Leases (the “Head Leases”) entered into on December 9, 2010 by and between Operator and (i) Motorola Mobility Aviation Holdings N550M, LLC, and (ii) Motorola Mobility Aviation Holdings N158M, LLC (“each an “Owner” and together the “Owners”).

User desires to use the Aircraft under such terms and conditions as are mutually satisfactory to the parties for the carriage of User’s officials, employees, and guests pursuant to a time sharing agreement as defined in Section 91.501 (c) (1) of the Federal Aviation Regulations (“FARs”).

The parties hereby agree as follows:

SECTION ONE

Time Share of Aircraft

In consideration of the amounts to be charged as set forth below, provided Aircraft is not otherwise employed on behalf of Operator, Operator agrees to lease the Aircraft Pilots to User from and after the date hereof for the term described in Section Two below. The express intent of the parties hereto is that this Agreement shall constitute a “time sharing agreement” as such term is defined in Section 91.501 (c) (1) of the FARs. The Aircraft shall be operated hereunder pursuant to the terms of Section 91.501 (b) (6) of the FARs for the carriage of company officials, employees, and guests of the User.

Nothing contained herein shall obligate User to any minimum usage of any Aircraft, it being understood that User’s usage shall be on an “as-needed” and “as-available” basis. User acknowledges that each of the Aircraft may be subject to the rights of third parties pursuant to other time sharing agreements, leases, charter agreements, interchange agreements and/or other similar agreements.

User shall make all requests for use of any Aircraft pursuant to this Agreement to Operator. Operator shall advise User of the identity of the person or department representative responsible for receiving such requests. Operator shall be responsible for scheduling the use by User of any Aircraft

Requests for use of the Aircraft by User shall be made to Operator no less than twenty-four (24) hours prior to the requested departure time. Such requests shall indicate the name of User, dates of requested use, the proposed itinerary, the number and identity of the persons who will be passengers on such flight, the identity of any passengers who are guests of the User, any requests related to special services, catering, provisions, ground transportation and/or insurance, and emergency contact information for each passenger which shall not be another passenger on

the same flight. All requests for use shall be subject to, among other things, prior conflicting requests for use, Operator’s use of the Aircraft, the availability of the Aircraft and scheduled and unscheduled maintenance, repair and inspections. Operator, in its sole and absolute discretion, shall have the final authority to accept or reject any such request and the right to cancel or rescind any confirmed or unconfirmed request for any reason whatsoever. Operator shall use reasonable efforts to confirm any accepted requests for use and cancellations of any previously confirmed request. Operator shall not be responsible or liable for any delays or cancellations nor shall Operator be responsible for any consequential or punitive damages resulting therefrom.

SECTION TWO

Term

This Agreement shall remain in full force and effect until terminated. Operator shall have the right to terminate this Agreement with immediate effect upon written notice to User. This Agreement shall automatically terminate upon cessation of User’s employment by Motorola Mobility, Inc.

SECTION THREE

Payments

Operator shall be responsible for all costs and expenses of owning, operating and maintaining the Aircraft. User shall compensate Operator for the use of the Aircraft in amounts agreed upon from time to time between the parties, provided, however, in no event shall any amounts be charged by Operator or paid by User hereunder that are not specifically authorized by Section 91.501 (d) of the FARs nor shall the aggregate charges for any flight exceed the amounts specifically authorized by Section 91.501 (d) of the FARs.

Following the completion of each flight of the Aircraft on behalf of User, Operator shall promptly invoice User for the charges determined by the parties and on the record of the Motorola Aviation Department and User shall pay the amount promptly upon presentation of the invoice.

SECTION FOUR

Operator

Operator shall furnish fully qualified and properly certified pilots for the Aircraft, each of whom shall be included in the insurance coverage required to be maintained pursuant hereto. At any time during which a flight is made by or on behalf of User under this Agreement, Operator shall have possession, command, dominion and control of the Aircraft. Operator shall have complete and exclusive responsibility for (i) scheduling, dispatching and flight of the Aircraft on all flights conducted pursuant to this Agreement, (ii) the physical and technical operation of the Aircraft and (iii) the safe performance of all flights. Operator shall have operational control of the Aircraft for all purposes of the FARs. Notwithstanding the foregoing, the pilot-in-command of each flight shall have the final authority with respect to (i) the initiation or termination of any flight, (ii) selection of the routing of any flight, (iii) determination of the load to be carried and (iv) all decisions relating to the safety of any flight.

SECTION FIVE

Insurance

Under the terms of the Head Leases, Owners shall, respectively, maintain or cause to be maintained in full force and effect and at Owners’ own expense, passenger liability, public liability, property damage, baggage and cargo insurance in such form, for such amounts, and for such other coverages, and with such insurers as shall be acceptable to Owners, insuring Owners, Operator, and User as their interests may appear against claims for death of or injury to persons, or loss of or damage to property in connection with the possession, use, or operation of the Aircraft by User. Notwithstanding the foregoing and subject to the limitations of Section 91.501 (d), upon Owners’ or Operator’s request, User shall, reimburse Owners for the cost and expense of any insurance obtained for any specific flight.

SECTION SIX

Risk of Loss

Operator shall be liable for any loss or damage to the Aircraft during the term of this Agreement in connection with the possession, use or operation of the Aircraft by User and, at Operator’s own expense, shall keep the Aircraft insured (at its then current fair market value) together with all its equipment and accessories, at such times against loss or damage from crash, fire, windstorm, collision, or other casualty.

SECTION SEVEN

Restrictions on Use

Use of the Aircraft by User shall be for User’s own account and shall be subject to the use limitations set forth in Section 91.501 (b) (6) of the FARs. User is hereby expressly prohibited from using the Aircraft for the transportation of passengers or cargo for compensation or hire.

User shall only use the Aircraft in accordance with the terms and provisions of each insurance policy providing coverage. User may operate the Aircraft only for the purposes, and within the geographical limits, set forth in the insurance policy or policies obtained in compliance with this Agreement. Furthermore, User shall not use the Aircraft in violation of the FARs or any foreign, Federal, state, territorial or municipal law or regulation.

SECTION EIGHT

Inspection by Operator

User agrees to permit Operator or an authorized agent to inspect the Aircraft at any reasonable time and to furnish any information in respect to the Aircraft and its use that Operator may reasonably request.

Operator shall, at its own expense, at all times during the Term of this Agreement, inspect the Aircraft or cause the Aircraft to be inspected so as to keep the Aircraft currently certified as airworthy and in good and safe order, repair and condition in accordance with the Federal Aviation Administration (“FAA”), Department of Transportation and any other governmental authority, domestic or foreign, having jurisdiction therefor.

SECTION NINE

Maintenance and Repair

User shall have no right to alter, modify, or make additions or improvements to the Aircraft without permission from Operator. Operator shall, at its own expense, at all times during the Term of this Agreement, maintain and inspect the Aircraft or cause the Aircraft to be maintained and keep the Aircraft currently certified as airworthy and in good and safe operating order, repair and condition in accordance with the FAA, Department of Transportation and any other governmental authority, domestic or foreign, having jurisdiction therefor. Operator will maintain the Aircraft or cause the Aircraft to be maintained in accordance with the manufacturer’s operating, inspection and maintenance manuals and all Federal Aviation Regulations, as they are applicable to the Aircraft.

User hereby acknowledges that maintenance, repair and inspection schedules may make the Aircraft unavailable for use hereunder from time to time. Such maintenance, repair and inspection schedules shall have priority over User’s scheduling requests.

SECTION TEN

Title

The registration of, and title to, the Aircraft shall be in the name of the Owners, respectively, as set forth on Exhibit A. Notwithstanding the foregoing, with respect to any Aircraft designated as a “Leased Aircraft” on Exhibit A, registration of, and title to, such Aircraft shall be in the name of Operator’s lessor and Operator shall have a valid leasehold interest therein. The Aircraft, at all times during the terms of this Agreement, or any extension, shall bear United States registration markings.

SECTION ELEVEN

Payment of Taxes

User is responsible for and shall pay for all taxes, licenses, fees and assessments made against or associated with the Aircraft with respect to the possession, use or operation of the Aircraft by or for User, including any sales tax on payments and any Federal excise taxes. Operator is responsible for and shall pay all taxes, assessments and charges imposed by any Federal, state, municipal or other public authority upon or relating to the ownership of the Aircraft during the term of this Agreement.

To the extent that any Federal Excise Taxes are levied or assessed against any use hereunder, User shall be responsible for the payment of such Federal Excise Taxes. Operator shall be responsible for the collection from User, and remission to the proper authority, of such Federal Excise Taxes.

SECTION TWELVE

Assignment

User shall not assign this Agreement or any interest in the Aircraft, or sublet the Aircraft, without the prior written consent of Operator. Notwithstanding the foregoing, User may, without further consent of Operator make the Aircraft available to its officials, employees and guests pursuant and subject to Section 91.501 (b) (6) of the FARs. Subject to the foregoing, this Agreement inures to the benefit of, and is binding on, the heirs, legal representatives, successors and assigns of the parties.

SECTION THIRTEEN

Accident and Claim

User shall immediately notify Operator of each accident involving the Aircraft, which notification shall specify the time, place and nature of the accident or damage, the names and addresses of parties involved, persons injured, witnesses and owners of properties damaged, and such other information as may be known. User shall advise Operator of all correspondence, papers, notices and documents whatsoever received by User in connection with any claim or demand involving or relating to the Aircraft or its operation, and shall aid in any investigation instituted by Operator and in the recovery of damages from third persons liable thereof.

Owner hereby indemnifies and agrees to hold User harmless from and against any and all liabilities, claims, demands, suits, judgments, damages, losses, costs and expenses (including reasonable legal expenses and attorneys’ fees) for or on account of or in any way connected with injury to or death of any persons whomsoever or loss of or damage to property arising out of (i) the use or operation of the Aircraft under this Agreement or in any way connected with this Agreement including but not limited to the Aircraft and related equipment or (ii) the performance or nonperformance by Owner of its responsibilities under this Agreement, unless such loss or damage results from the gross negligence or willful misconduct User.

SECTION FOURTEEN

Return of Aircraft to Operator

Upon the termination of this Agreement and after the termination of any use of the Aircraft by User hereunder, User shall return the Aircraft to Operator in as good operating condition and appearance as when received, ordinary wear and tear excepted. Delivery and redelivery of the Aircraft shall ordinarily be made at the operating base set forth on Exhibit A; provided, however, that the parties may agree on another airport from time to time.

SECTION FIFTEEN

Liens

User shall not assign, sell, transfer, or encumber the Aircraft, any engine, or any part thereof. User will not directly or indirectly create, incur, assume or suffer to exist any lien on or with respect to the Aircraft. User will promptly, at its own expense, take such action as may be necessary to discharge any lien created by, through or under User if the same shall arise at any time.

SECTION SIXTEEN

Default

If User fails to comply with any provision of this Agreement, Operator shall have the right to take possession of the Aircraft wherever it may be located, without demand or notice and without any court order or other process of law and to pursue any other remedy available to Operator at law or in equity. In the event of such default by User, Operator, at Operator’s option, may immediately terminate this Agreement. Notwithstanding any repossessions or other action that Operator may take, User shall be and remain liable for the full performance of all obligations on the part of User to be performed under this Agreement. Operator’s waiver of any default on the part of User shall not constitute a waiver of subsequent defaults.

SECTION SEVENTEEN

Miscellaneous

A. Each party participated equally in the drafting of this Agreement and accordingly no court shall construe this Agreement any more stringently against one party hereto.

B. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois excluding its conflict of law provisions.

C. This Agreement constitutes the entire agreement of the parties hereto regarding the subject matter hereof. This Agreement shall not be modified or amended except by a further written document signed by both parties. No provision hereof may be waived except by an agreement in writing signed by the waiving party. A waiver of any term or provision shall not be construed as a waiver of any other term or provision.

D. In the event any litigation is commenced by a party to this Agreement that is in any way related to or associated with the subject matter of this Agreement, the prevailing party in such litigation shall be awarded their reasonable attorney’s fees and costs through and including any appeals.

E. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Addresses for Notices:

Sanjay K. Jha	Motorola Mobility, Inc.
Motorola Mobility, Inc.	c/o Motorola Flight Department
600 North US Highway 45	Attn: Darrell Herrera
Mail Drop: W4-59P	743 East Sumac Road
Libertyville, IL 60048	Wheeling, IL 60090
	Phone: (847) 341-5789

[The remainder of this page has been intentionally left blank. Signature page follows.]

SECTION EIGHTEEN

Truth-in-Leasing

WITHIN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT, THE AIRCRAFT HAS BEEN INSPECTED AND MAINTAINED IN ACCORDANCE WITH THE FOLLOWING PROVISION OF THE FARS: CHOOSE ONE:

X 91.409 (f) (3): A current inspection program recommended by the manufacturer.

BY EXECUTION OF THIS AGREEMENT, THE PARTIES HERETO CERTIFY THAT DURING THE TERM OF THIS AGREEMENT AND FOR OPERATIONS CONDUCTED HEREUNDER, THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED IN ACCORDANCE WITH THE PROVISIONS OF FARS: CHOOSE ONE: X 91.409 (f) (3)

SUBLESSEE ACKNOWLEDGES THAT WHEN IT OPERATES THE AIRCRAFT UNDER THIS AGREEMENT, IT SHALL BE KNOWN AS, CONSIDERED, AND IN FACT WILL BE IN OPERATIONAL CONTROL OF THE AIRCRAFT. BY EXECUTION OF THIS AGREEMENT, EACH PARTY HERETO CERTIFIES THAT IT UNDERSTANDS THE EXTENT OF ITS RESPONSIBILITIES, SET FORTH HEREIN, FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS.

THE SUBLESSEE, WHOSE NAME AND ADDRESS ARE SET FORTH BELOW, SHALL BE SOLELY RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT DURING ALL PERIODS THROUGHOUT THE TERM OF THIS AGREEMENT. EACH PARTY HERETO CERTIFIES BELOW THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH ALL APPLICABLE FEDERAL AVIATION REGULATIONS.

SANJAY K. JHA	MOTOROLA MOBILITY, INC.
By:	By:
Print:	Print:
	Title:

AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FEDERAL AVIATION ADMINISTRATION FLIGHT STANDARDS DISTRICT OFFICE, GENERAL AVIATION DISTRICT OFFICE, OR AIR CARRIER DISTRICT OFFICE.

THE PARTIES HERETO CERTIFY THAT A TRUE COPY OF THIS AGREEMENT SHALL BE CARRIED ON THE AIRCRAFT AT ALL TIMES, AND SHALL BE MADE AVAILABLE FOR INSPECTION UPON REQUEST BY AN APPROPRIATELY CONSTITUTED IDENTIFIED REPRESENTATIVE OF THE ADMINISTRATOR OF THE FAA.

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first above written.

MOTOROLA MOBILITY, INC.	SANJAY K. JHA
By:
Title:

EX-10.54

Exhibit 10.54

MOTOROLA MOBILITY DOMESTIC

RELOCATION POLICY

HOMEOWNERS

TABLE OF CONTENTS

A. INTRODUCTION	3
B. GENERAL INFORMATION	4
C. SELLING YOUR HOME	6
D. HOME PURCHASE ASSISTANCE	13
E. SHIPMENT OF HOUSEHOLD GOODS	17
F. FINAL MOVE TO NEW LOCATION	19
G. TEMPORARY LIVING	20
H. RELOCATING PARTNER ASSISTANCE	21
I. MISCELLANEOUS RELOCATION ALLOWANCE	22
J. REIMBURSEMENT	23
K. TAX INFORMATION	24
L. CONCLUSION	26
APPENDIX A - Group Move	27

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Motorola Mobility Domestic Relocation GAC Domestic Relocation Policy: Homeowners

A. INTRODUCTION

Congratulations on your new position and/or assignment! All of us in the Global Assignment Center (GAC) Domestic Relocation department at Motorola Mobility extend our best wishes to you on your new assignment. In order to make your relocation as smooth and easy as possible, we are committed to providing expert assistance and guidance throughout your relocation.

It is Motorola Mobility’s intent to provide relocation assistance consistent with other Motorola Mobility policies, i.e. medical benefits. Motorola Mobility’s Global Assignment Center’s relocation policy will consistently extend relocation benefits to all employees and their relocating partners. Relocating partners will include spouses, fiancés, or significant others, including same sex relationships, where not prohibited by law. Relocation benefits will also extend to immediate family members. Immediate family members include the employee’s and/or partner’s natural children, adopted children, stepchildren, foster children and children for whom he or she is a legal guardian. This will enable Motorola Mobility to continue to compete, recruit and relocate the best talent worldwide and to mobilize that talent to best suit business needs.

The GAC Domestic Relocation Program has been designed to assist you in making this transition with a minimum amount of difficulty. To further your understanding of this program, we recommend you read this policy and use it as a reference guide during your relocation. Should you have questions pertaining to information found in this policy, or relocation in general, please feel free to call your GAC Consultant.

Your relocation benefits are available for up to one year after the start of your new position and/or assignment.

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Motorola Mobility Domestic Relocation GAC Domestic Relocation Policy: Homeowners

B. GENERAL INFORMATION

Who Is Eligible?

You are eligible for the relocation assistance described in this policy if the following guidelines are met:

• You are an employee of Motorola Mobility or have accepted an offer of employment and are joining Motorola Mobility.

• You are requested to relocate by Motorola Mobility and are not part of a group move. Group move benefits are described in the Motorola Mobility Group Move Policy.

• The distance between your former residence and new place of work is at least 50 miles greater than the distance between your former residence and former place of work. This is an IRS requirement.

• Family members covered under this relocation policy include your relocating partner, dependent children, and any immediate family members who permanently reside with you.

• Note: If both you and your partner are employees, only one relocation policy will be provided.

Relocating partner shall include the spouse, fiancé, and significant other, including same sex relationships of an employee who is relocating to another facility at the request of the company. Relocating partners must meet the following requirements:

• Be at least 18 years of age

• Unrelated by blood to a degree of closeness that would prohibit marriage by law in the area they reside

• Neither partner is married to another person under statutory or common law, nor are they in another partnership

• Partners are currently in a single, dedicated relationship for a minimum of 6 consecutive months, and intend to remain in the relationship indefinitely

• Partners share the same residence for a minimum of 6 consecutive months

The Relocation Process

Once the GAC Domestic Relocation department receives written authorization from your hiring manager, a GAC consultant will contact you to assist you throughout your relocation. Your consultant will review Motorola Mobility’s policy with you and, if desired, other family members, to ensure a complete understanding of relocation benefits and your individual circumstances. Based on your needs, your consultant will then arrange for Motorola Mobility’s partners to contact you to review their services and arrange appropriate times to begin the various services. The GAC consultant is your advocate throughout the relocation process. Your consultant will assist you in managing the entire relocation process as well as any issues or concerns you may have.

To enhance the services provided to you during relocation, we have partnered with professionals who are experts in the relocation field. We recommend you utilize their expertise to assist you and your family during your relocation. Your first few days will be very busy speaking to our partners and arranging their services to meet your needs. A relocation timeline and contact list will be sent to you to assist in this process.

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Motorola Mobility Domestic Relocation GAC Domestic Relocation Policy: Homeowners

Motorola Mobility has implemented a best in class relocation program to assist you in your relocation. Your successful relocation depends on everyone partnering effectively to ensure a smooth transition to your new location. Your GAC consultant will be in contact with your service partners throughout your relocation to keep informed of your relocation progress. You (and any eligible family members), your GAC Consultant and Motorola Mobility’s service partners all play a critical role in ensuring a successful relocation. If you have any questions regarding the relocation process or responsibilities, please feel free to discuss these with your GAC Consultant.

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Motorola Mobility Domestic Relocation GAC Domestic Relocation Policy: Homeowners

C. SELLING YOUR HOME

Motorola Mobility realizes the sale of your home is one of the most important events of your relocation. The relocation policy provides a two-step program to assist in the sale of your home: 1) Home Marketing Assistance to help sell your home, and 2) A Guaranteed Buy-Out in the event your home does not sell. Motorola Mobility has contracted with a Relocation Management Company to assist you in the home sale process. To ensure their objectivity this company is paid a fee by Motorola Mobility and does not earn a commission on the sale of your home.

To ensure compliance of IRS requirements, there are two important points to follow while selling your home: The inclusion of the listing clause (page 8) and adherence to the Eleven Steps for an amended sale (page 10). Please take the time to read these paragraphs carefully, as both must be followed to ensure your eligibility for relocation benefits. If they are not followed, you will forfeit any relocation benefits pertaining to the sale of your home, including payment of commission and closing costs.

Eligible Homes

You are eligible for assistance in selling your principal residence, including a guaranteed buyout, if you own a completed single-family or two-family residence, including a condominium. This includes land customarily considered part of a residential lot and property normally sold with a residence according to local custom.

Your home is defined as your main home (residence). It can be a house, townhouse, or condominium. It does not include other homes owned or kept up by you or members of your family. It also does not include a seasonal home, such as a summer beach cottage. Your former home means your home before you left for your new job location. Your new home means your home within the area of your new job location.

Non-Eligible Homes

Mobile homes, cooperative apartments and houseboats are not eligible for assistance.

In addition, to be eligible, a residence cannot:

• Be under construction or under remodeling.

• Be ineligible for financing.

• Contain or have contained any hazardous or toxic substance.

• Be situated on or near any hazardous or toxic substance.

• Be partly used for non-residential purposes.

• Include land in excess of a normal lot for the neighborhood in which it is located.

• Be a non-principal residence.

• Be a farm, ranch, etc.

• Have a code violation (building codes, safety codes, etc.).

• Be on rented property.

Stucco Homes

If your home contains stucco, a certified inspector will be hired at Motorola Mobility’s expense to conduct an inspection to determine if it is natural or synthetic stucco.

Homes containing natural stucco will be eligible for the marketing assistance, guaranteed buyout, and the amended sale program.

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Motorola Mobility Domestic Relocation GAC Domestic Relocation Policy: Homeowners

Homes containing synthetic stucco will be eligible for marketing assistance and closing services. Closing services includes payment for eligible closing costs associated with the sale of your home. These homes will not be eligible for the guaranteed buyout and amended sale program, and will fall under the category of non-eligible homes.

Every effort will be made to assist you in securing a buyer for your home. Your participation is required in the marketing assistance program including following the recommended guidelines. This may allow eligibility for additional duplicate mortgage payments and an 80% equity advance.

For further information regarding the eligibility of your home, please contact your GAC Consultant.

Home Marketing Assistance

Motorola Mobility has partnered with a Relocation Management Company to assist with the sale of your home. This company administers a Home Marketing Assistance Program that has been designed to provide expert assistance in the sale of your home. A counselor from the Relocation Management Company will assist you with broker selection, suggested listing price, marketing plans, listing agreements, and sale negotiations. This counselor will work as your advocate throughout the sale of your home.

Getting Started

Your GAC Consultant will initiate you into the Home Marketing Assistance Program. To ensure you receive full relocation benefits, you must not:

1. List your home with a family member, even if the family member is a licensed real estate broker.

2. Discuss or list your former home with any realtor prior to discussing the procedures and timing with the GAC Domestic Relocation department.

3. Discuss or purchase property in the new location prior to discussing the procedures and timing with the GAC Domestic Relocation department.

4. Discuss or purchase property in the new location until you have received an estimate of value for your property in the old location.

After discussing the program with you, the Relocation Management Company will refer you to at least two (2) trained relocation real estate agents. All realtors in our program are prequalified according to measurement standards developed by the GAC Domestic Relocation department and the Relocation Management Company. Since these agents are trained and experienced in the area of relocation, it is in your best interest to work with them. In utilizing a preferred realtor, you are assured of a top agent dedicated to assisting relocating employees.

Agent Selection

The two recommended real estate agents will each prepare a Market Analysis and a Marketing Strategy for your home. The Relocation Management Company will review these reports for thoroughness and clarity and discuss them with you to devise a marketing plan for your home.

The Market Analysis will contain information on how your home compares with other properties currently listed, as well as those recently sold. A very thorough analysis will also include information on other factors, such as new businesses moving into the area, changing market

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Motorola Mobility Domestic Relocation GAC Domestic Relocation Policy: Homeowners

conditions, or a new subdivision that directly competes with your home. Each analysis will also contain the agent’s opinion of the most probable list & sale’s price for your home. If the two agents’ sales price opinions vary by more than five (5) percent, a third opinion will be ordered. The two closest opinions will be used for the marketing and listing strategies.

The Marketing Strategy describes the agent’s recommendations for notifying prospective buyers that your house is for sale. The strategy should include exactly how the home will be advertised, whether or not there will be open houses, how other brokers in the area will be contacted, etc. It is to your advantage to take an active part in developing the Marketing Strategy for your home. Your own knowledge of the area will be helpful in this regard. The Marketing Strategy will be updated and discussed with you on a regular basis throughout the marketing period.

After you and the Relocation Management Company have thoroughly reviewed both agents’ Marketing Analyses and Marketing Strategies, you may select one of these agents to list your home.

Listing Your Home

Utilizing the information obtained in the two market analyses, you can now establish your list price. Your list price must be within the range of the recommended list prices of the two agents. This will allow eligibility for the required 90 day listing period, guaranteed buyout, duplicate mortgage payments and equity advance program.

While your home is on the market, the Relocation Management Company will review the list price and marketing strategy with you and your agent. This review will occur at least every ten days to determine if a change in strategy or list price is necessary.

Listing Agreement Clause

It is essential to this program that specific language is inserted into your listing agreement in order to comply with IRS guidelines and accounting procedures. While the Relocation Management Company will work with the listing agent to make sure this language is present in the listing agreement (and not just attached), you should be familiar with this clause:

It is understood and agreed, regardless of whether or not an offer is presented by a ready, willing, and able buyer that:

1) No commission or compensation shall be earned by or be due and payable to broker until the sale of the property has been consummated between seller and buyer, the deed delivered to the buyer, and the purchase price delivered to the seller; and

2) The sellers reserve the right to sell the property to (Relocation Management Company), or to its designated nominee (individually and collectively a “Named Prospective Purchaser”) at any time. Upon the execution by a Named Prospective Purchaser and me (us) of an Agreement of Sale with respect to the property, this Listing Agreement shall immediately terminate without obligation on my (our) part or on the part of any Named Prospective Purchaser to either pay a commission or to continue this listing.

3) It is agreed that this listing may be terminated by the seller at any time without cost or obligation to the seller if the seller is dissatisfied with the performance of the broker or agent.

The above Exclusion Clause should be included in your listing agreement with your Realtor. This clause preserves your right to accept the Guaranteed Offer without obligation to pay a broker’s commission. This does not, however, prevent your broker from receiving a commission for bringing about a sale to a bona fide buyer which subsequently closes.

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Motorola Mobility Domestic Relocation GAC Domestic Relocation Policy: Homeowners

If you have questions concerning this clause or the listing/sale process in general, please be sure to discuss these with your GAC Consultant and/or the Relocation Management Company.

Receiving Offers and Negotiating a Sale

Your listing agent will present each offer as it is received, so that you and the Relocation Management Company can review it. If an offer is tendered directly to you, you should immediately refer them to your agent. Please do not accept a deposit; sign the contract of sale; or accept an offer, either orally or in writing; since this may invalidate your home sale benefits.

The Relocation Management Company will evaluate the buyer’s offer and the buyer’s qualifications. In addition, they, along with your listing agent, will assist you in the negotiating process. This professional negotiating assistance can help maximize the sales price and reduce your concerns during the sale process. The Relocation Management Company will also ensure the purchase agreement does not contain any unusual terms, conditions, or contingencies such as the buyer selling his or her current home. They will also guide you on any inspections required to sell your home.

Amended Sale Process

When you have successfully negotiated the sale of your home, the Relocation Management Company will utilize what is known as an Amended Sale to complete the sale. This Amended Sale process will allow you to sell your home to the Relocation Management Company, who will in turn sell it to your buyer. Managing the closing of your home will become the responsibility of the Relocation Management Company.

The Internal Revenue Service has outlined eleven steps that you and your agent must follow during the Amended Sale process. These steps are described below. If, after reviewing this information, you have questions about this process, please contact your GAC Consultant or the Relocation Management Company.

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Motorola Mobility Domestic Relocation GAC Domestic Relocation Policy: Homeowners

Eleven Steps / Amended Program

• Your listing agreement must include the exclusion clause.

• You must not accept a down payment from a buyer.

• You personally must not sign any offer presented by any potential buyer. The Relocation Management Company will take care of accepting the offer.

• Rather than entering into any agreement with a buyer, you will be entering into a binding sale contract with the Relocation Management Company.

• After execution of the contract of sale between you and the Relocation Management Company, and after you have vacated the home, all burdens and benefits of ownership will pass to the Relocation Management Company.

• The contract of sale between you and the Relocation Management Company will be “amended” and is unconditional and not contingent on any event, including the potential buyer obtaining a mortgage commitment.

• You will not have the ability to exercise any control over the subsequent sale of the home by the Relocation Management Company.

• The Relocation Management Company will have a separate listing agreement with a real estate agent to assist in the resale of the property.

• The Relocation Management Company will enter into a separate contract to sell the home to a buyer.

• On the resale of the home, the Relocation Management Company will arrange for transfer of title to the buyer.

• The purchase price eventually paid to the Relocation Management Company on behalf of Motorola Mobility by the ultimate buyer will not affect or change the price paid to you.

NOTE: If the Eleven-Steps/Amended Program is not followed, you will be ineligible for reimbursement of your closing costs.

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Motorola Mobility Domestic Relocation GAC Domestic Relocation Policy: Homeowners

Guaranteed Buy-Out Offer

The best opportunity to sell your home at the highest possible price is through the Marketing Assistance Program. The Guaranteed Buy-Out Offer should be used as a final option in selling your home.

In the event your home remains unsold after a 90-day marketing period at the recommended list price, and provided you have followed the home marketing program guidelines, Motorola Mobility, through the Relocation Management Company, will offer to purchase your home, according to the guidelines described in the following paragraphs.

Establishing the Value

The Relocation Management Company will provide you with a list of qualified relocation appraisers. You will be asked to choose two appraisers from this list to appraise your home. If the appraisals are within five (5) percent of each other, the average of these two figures will determine the amount of your Guaranteed Buy-Out Offer. If the appraisals differ by more than five (5) percent, a third appraisal will be ordered, and the two closest appraisals will be averaged to determine the amount of your Guaranteed Buy-Out Offer. If three (3) appraisals are equi-distance the average of all three (3) appraisals will be used. These appraisals are based on current market conditions in effect approximately one month after the listing date, and may reflect a lower value than the brokers’ sales opinions. Please keep this in mind if purchasing a home in the new location prior to selling your former residence.

When the Relocation Management Company has received the written appraisals and inspection reports, they will be reviewed for accuracy and thoroughness. You may request a copy of the appraisals and all reports from the Relocation Management Company.

Only appraisals ordered and reviewed by the Relocation Management Company will be used to determine the guaranteed buyout value. Motorola Mobility will not pay for or consider any other appraisals. It is recommended that you provide information to the appraisers on any items you believe may assist the appraisal process. For instance, recent comparable sales, improvements to your home, etc. Each appraiser will establish their independent value of your home.

Inspections

Any inspections, which are necessary to sell your home to the Relocation Management Company, will be ordered at the same time as the appraisals. If the inspections reveal needed repairs, the cost of these repairs will be your responsibility. The Relocation Management Company can assist you in arranging and re-inspecting any necessary repair work.

Accepting the Guaranteed Buy-Out Offer

Once the Guaranteed Buy-Out Offer has been presented to you, you will not be eligible to accept it until the 90^th day of marketing. When deciding to accept the offer, notify the Relocation Management Company of your decision. They will guide you through the contract signing process. Your signed and notarized contract should be returned to the Relocation Management Company on or before the end of the 90^th day. Upon acceptance of the offer, you will have 30 days to vacate your home.

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Rejecting the Guaranteed Buy-Out Offer

In the event you elect not to accept the Guaranteed Buy-Out Offer, you will forfeit all relocation benefits/reimbursements pertaining to the sale of your former home, (e.g., real estate commission, closing costs, legal fees, duplicate house payments, etc.) If you received an equity advance it must be repaid immediately.

Your personal situation should be discussed with the GAC Domestic Relocation department prior to selecting this option.

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D. HOME PURCHASE ASSISTANCE

Purchasing a new home is an important decision. Motorola Mobility’s relocation program provides assistance to all transferring homeowners who wish to purchase a home in the new location. After the marketing of your former home is under way, the GAC Domestic Relocation department and the Relocation Management Company will assist you in managing the process of finding a new home.

Home Finding Program

The Relocation Management Company will work with you and your family to establish your criteria for finding a home in the new location. The type of community you are interested in, school choices, and commuting time are some of the things discussed prior to beginning your search for a new home. This should help you and your family focus on appropriate areas in your new location and reduce the amount of time you must spend on finding a new home that meets your needs.

Home Finding Agent

The Relocation Management Company with input from Motorola Mobility has pre-screened and identified the top agents in your new location. After reviewing your individual needs, the Relocation Management Company will select a real estate agent(s) who will suggest several possible community choices and help select an area which best suits you and your family’s needs. You may then work with the Relocation Management Company and your agent to develop a custom home finding itinerary to maximize the time spent on your home finding trip. It is strongly recommended you work with the assigned agents to ensure full home purchase benefits.

Motorola Mobility recognizes working with an agent to purchase a new home is a very important and personal choice. If, for any reason, you are not comfortable with the agent to whom you have been referred, please contact the Relocation Management Company immediately and a new agent will be selected.

Home Finding Trip

To assist you in planning your home finding trip, the recommended Motorola Mobility Travel Partner will contact you to coordinate travel and hotel arrangements. Please remember to plan your trip carefully as there is a charge for changed travel plans by our travel department. If traveling by air, we recommend you plan your trip dates as far in advance as possible and include a Saturday night stay to help control costs.

Prior to making this trip, you should:

• Have the Relocation Management Company determine the market value of your former home.

• Be pre-qualified for a mortgage.

• Be referred to one of our preferred realtors.

Your home purchase assistance benefits include a home-finding trip of up to five (5) days / four (4) nights for you and your relocating family. The following documented reasonable expenses are reimbursable: round-trip transportation via the most direct route, lodging, meals, childcare, pet care, and car rental. Please be sure to keep all receipts, including those for meals, to ensure reimbursement.

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Mortgage Program

In order to assist you in obtaining a new mortgage, Motorola Mobility has contracted with a number of lenders who specialize in relocation. You may also use the Motorola Mobility Employees Credit Union to secure a mortgage.

The mortgage lenders will contact you directly and provide information about the types of mortgages available, interest rates, qualifying requirements, and other essential mortgage program elements. They will assist you in determining which mortgage product best suits your individual needs. You may select whichever of these lenders you prefer.

Following are some advantages of using one of the designated mortgage lenders:

• Quick Approval Process - You can be qualified for a mortgage prior to your home finding trip. This will strengthen your purchase offer in the new location.

• Direct Billing of Closing Costs to Motorola Mobility - Covered closing costs will be billed directly to Motorola Mobility, reducing your out of pocket expenses.

• Maximum Coverage of Closing Costs – Closing costs of our preferred lenders are covered. Should you choose to utilize a lender outside of the preferred provider list, please note that some charges may not be covered. Lenders outside of the designated list may charge unnecessary fees. These costs will not be covered by Motorola Mobility and would become your personal responsibility. Only the items that are covered by our preferred partners will be reimbursed. Please ask your GAC Consultant for this list if needed. Motorola Mobility does not allow direct billing for non-preferred lenders.

• Preferred Rates - Lenders categorize relocating employees as a lower mortgage risk. This may enable you to receive a more competitive interest rate.

• Minimum Documentation - Your mortgage will be processed with a minimum amount of paperwork. This should make the mortgage process quicker, more convenient, and improve overall cycle time.

Please remember that we have made arrangements with these lenders to assist you in the mortgage process. We encourage you to talk to the designated lenders before making any arrangements on your own.

You are free to choose a lender other than one of the designated lenders. However, if you elect to use a lender other than those designated by Motorola Mobility, you will need to pay your home purchase costs first and submit documentation to your designated expense tracking company for reimbursement. Only reasonable and customary home purchase expenses as outlined below will be reimbursed. You may wish to discuss this option with the GAC Domestic Relocation department prior to choosing an outside lender.

Covered Expenses

You are eligible for home purchase benefits for up to one (1) year after the start date of your new position and/or assignment. Reimbursable expenses include:

• Legal fees for a real estate attorney to review your contract and represent you at closing, property survey costs, appraisal and lender required inspection fees, credit report costs, lender’s portion of title insurance*, and similar closing costs required by a lending agency and representing payments for services rendered

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• Charges by the lending agency, variously called “loan origination fees” or “points,” but not including pre-paid Private Mortgage Insurance (PMI), up to one (1) percent of the new mortgage amount

• Costs of recording the deed or mortgage

• Any charges or stamps levied by a government authority in connection with obtaining the loan or transferring title

In the event that you are building new construction, the policy benefits will only apply to one closing.

*The homeowner portion of title insurance is not reimbursable. The miscellaneous allowance can be used for this expense.

Non-Covered Expenses

Certain costs incurred as a normal part of home ownership are not eligible for reimbursement. These include prepayment of taxes, insurance, PMI and additional points you choose to incur as a result of lowering the interest rate below that quoted by the lender. Inspections not required by the lender (home inspection, etc.) will not be covered through the home purchase program. If you are unsure which mortgage costs are covered, please contact your GAC Consultant.

Equity Advance

If it is necessary for you to close on a new home prior to selling your former home, up to 90 percent of the equity in your former home may be available for an advance. A copy of your new home purchase contract is required for this advance. The calculation of the amount of your equity will be based upon the appraised value of your home less all outstanding mortgages and liens against your home. If you require an equity advance prior to the calculation of the appraised value, up to 80 percent of the available equity may be provided. The calculation used to determine this equity will be based on the lower of the two broker opinions less all outstanding mortgages and liens against your home. The Relocation Management Company administers the equity advance program and can assist you in applying for an advance if one is needed. Motorola Mobility covers all interest charges on this equity advance.

Duplicate Mortgage Payments

If you are authorized to purchase and close on a new home prior to selling your former home, Motorola Mobility will reimburse for duplicate mortgage payments. Expenses for your former home, including mortgage interest, taxes, insurance, utilities, and reasonable routine maintenance are covered. Principal is excluded since it is recovered as equity when you close on your home.

The Relocation Expense Company will administer duplicate mortgage payments. Payments will begin when you incur a mortgage expense in the new location. The duplicate mortgage payments will terminate with the sale of your home or at the end of your 90-day marketing period, whichever comes first. The maximum payment period allowed is 90 days, which coincides with the maximum time your home may be in the Home Marketing Assistance Program.

Note: If you decide not to accept the Guaranteed Buy-Out Offer, no further duplicate mortgage payments will be made.

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Second Mortgages/Home Equity Loans

If you have a second mortgage or home equity loan on your former residence, Motorola Mobility will cover the payment under the Duplicate House Payments Program if the funds were used for capital improvements to your principal residence. Examples of capital improvements include a room addition, swimming pool, new roof, remodeling of a kitchen or bathroom, etc. Appropriate documentation of the capital improvements must be submitted to your GAC Consultant in order for the payment to be made. If you are unsure of the eligibility of your second mortgage, please contact your GAC Consultant.

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E. SHIPMENT OF HOUSEHOLD GOODS

To help you in moving your household goods to the new location, Motorola Mobility has arranged for professional assistance through national van lines specializing in employee relocations. Your GAC Consultant will work with you to manage the process of arranging and paying for the shipment of your household goods.

The following items are covered:

• The cost of packing, shipping, unpacking, and placement of furniture

• The cost of disconnecting and reconnecting major appliances, e.g., washers, dryers, refrigerators, etc.

• Storage of household goods for up to 30 days, should you be unable to occupy your new home due to circumstances beyond your control

Luxury items, such as boats or recreation vehicles, will not be covered under this policy. If you are not certain whether an item fits into the category of “luxury item,” please contact your GAC Consultant.

Car Shipment

If necessary, Motorola Mobility will arrange for the shipment of up to two (2) cars, provided the cars are operable (running), and the distance to your new location is at least 400 miles. Usually shipment of your cars should coincide with the shipment of your household goods. If you chose to ship two cars to the new location, only one rental car will be provided until your car arrives at the new location. Once your car is available in the new location no further car rental assistance will be provided. Other cars should be driven to the new location by you or a family member and will be reimbursed according to the guidelines in Section F: Final Move to New Location (page 19).

Shipment of Pets

Expenses for moving your household pets, up to $200.00 per pet, $400.00 maximum, are covered. Exotic animals, farm animals, and horses are not covered. Please contact your GAC Consultant should you need clarification or assistance regarding pet shipment. Additional pet expenses should be covered through your Miscellaneous Relocation Allowance, see Section I: Miscellaneous Relocation Allowance (page 22).

Insuring Your Shipment

Motorola Mobility insures the shipment of your household goods except as noted on the following page. It is unnecessary to purchase transit insurance from the mover or outside insurance companies, although the mover should be made aware of high-value items such as antiques and artwork. Please keep sales receipts or certified appraisals to assist in the claims process should art objects, antiques, or collections be damaged during transit. If, during the move, damage occurs to an item that is part of a matched set, you will be reimbursed for the cost to repair or replace only the damaged item, not the entire set, (e.g., dinnerware, vases, chairs, etc.). Articles affected by atmospheric conditions are not covered under this insurance.

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Please carry all confidential, irreplaceable personal papers, photographs and Motorola Mobility documents with you.

Non-Eligible

There are certain articles that cannot be shipped and insured by Motorola Mobility. These articles include hazardous items, boats, recreational vehicles, jewelry, firearms, alcoholic beverages, money (including coin collections), deeds or other valuable papers, stamp collections, precious stones, etc. We suggest you move these items personally. If you are unable to do so, they can be insured and sent via registered mail at your expense. Motorola Mobility and the van line will not assume liability if these items are sent with the moving company.

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F. FINAL MOVE TO NEW LOCATION

When you and your family are ready to move to the new location, Motorola Mobility will cover the following expenses:

En Route Expenses

You will be reimbursed for meals, mileage, tolls, etc., while traveling by the most direct route to your new home. If traveling by automobile and your new destination is more than 350 miles away, one (1) night’s lodging will also be reimbursed. If the new location is over 700 miles away, one (1) night’s lodging will be reimbursed for every 350 miles driven.

Expenses incurred in traveling to the new location via an indirect route in order to visit friends or family or to vacation, are not reimbursable.

Lodging/Meals

Hotel accommodations and meals in the former location for one (1) night while household goods are being packed and one (1) night in the new location while household goods are arriving or being unpacked will be reimbursed. This is in addition to the en route expense coverage described above.

Transportation

Mileage Allowance

Mileage allowance will be reimbursed at the current Motorola Mobility rate if you drive your own car to the new location. Bridge tolls, parking, and toll road fees will also be reimbursed. If a move involves more than one car, mileage and other expenses will be paid for those cars. This does not include cars owned as a hobby or part of a collection, or non-working cars.

Airline Travel

If you and/or family member(s) will be flying to the new location, arrangements should be made through the recommended Motorola Mobility Travel Partner.

Other Transportation

If you and/or family member(s) will be traveling to the new location via alternate forms of public transportation, e.g., train or bus, please contact your GAC Consultant prior to making arrangements.

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G. TEMPORARY LIVING

It is the intent of Motorola Mobility to assist relocating employees should they be separated, for business reasons, from their family or while they and their family are in temporary housing.

Motorola Mobility will reimburse you for a maximum 30 days temporary living expenses at the new location, in either scenario as listed below:

Lodging expenses in the new location are reimbursed for 30 days if you and your family are unable to immediately move into your residence due to circumstances beyond your control. Expenses for meals are not reimbursable while in corporate housing.

OR

If you must report to your new assignment while your relocating partner remains behind, you are eligible for 30 days temporary living benefits as follows: lodging and reasonable meal expenses will be reimbursed at the new location for the relocating employee. Meals at the old location will not be covered, even if family members remain behind. This assistance is intended to eliminate the need to set up and maintain two households, including lodging, meals, etc. and will be provided only if the family is separated between the old and new locations.

Temporary living expenses will not be covered if you choose to delay occupancy of your home for remodeling, painting, etc.

Due to IRS regulations governing deductibility of expenses, payments to individuals such as friends or relatives are not permitted in lieu of hotel or meal expenses.

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H. RELOCATING PARTNER ASSISTANCE

Motorola Mobility will provide assistance for an employee’s relocating partner. If your relocating partner is currently employed or planning to enter the work force in the new location, Motorola Mobility has contracted with a professional company to assist in resume preparation, interviewing techniques, job search, etc.

If your relocating partner is not employed or not planning on entering the work force in the new location, up to $1,500 will be reimbursed for eligible “settling in” services such as college courses, computer courses, etc. Please discuss eligibility of classes with your GAC Consultant. If both you and your partner will be employed by Motorola Mobility in the new location, this assistance is not applicable.

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I. MISCELLANEOUS RELOCATION ALLOWANCE

Motorola Mobility’s Relocation Program is designed to cover many of the costs associated with your move. To help provide for expenses not specifically covered by this policy, Motorola Mobility will provide you with an allowance to assist you in paying these expenses. This allowance is equal to one month’s base salary, as of the effective date of transfer, less taxes.

This allowance may be used to cover expenses incurred as a result of your relocation that are not otherwise covered. Some items typically paid for through the miscellaneous allowance are:

Automobile registrations/driver’s license	Carpet removal, purchase and/or installation
Interior/exterior decorating	Drapery replacement/purchase
Additional pet expenses	Cable/antenna/utility hook-ups
Trash removal	Shipping cost of items not covered by Policy
Storage for more than 30 days	Expedited or special moving services
Telephone installations	Temporary living of more than 30 days
Cleaning or maid service	Tax consultation
Additional car rental	Gratuities
Trips to return home	Additional mortgage points
Non-lender required inspections	Home inspection for home purchase

Note: If both the employee and relocating partner are employees, only one relocation benefit package and one Miscellaneous Relocation Allowance will be provided.

All applicable State, Federal, and FICA taxes will be withheld and this payment will NOT be grossed up.

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J. REIMBURSEMENTS

Expenses

Reimbursements of expenses require completion of the Domestic Relocation Expense Reimbursement Form. Contact your GAC Consultant for this form. It should be signed by you, accompanied by all receipts, and sent to the Relocation Expense Management Company at the address included with your initiation letter.

All relocation expenses should be submitted within 30 days of expenditure to ensure reimbursement.

Please remember, IRS guidelines and Motorola Mobility policy require appropriate documentation and reporting of all relocation expenses, including items charged on corporate charge cards. Relocation expenses must be submitted through the Relocation Expense Management Company and cannot be processed via Web Money. Please contact your GAC Consultant with any questions.

Repayment Agreement

Should you leave Motorola Mobility voluntarily or are terminated for Serious Misconduct (i.e., any conduct or omission that is a ground for immediate or summary termination under the Motorola Mobility Code of Business Conduct, the applicable Human Resources policies or other written policies or procedures of Motorola Mobility, or any contract of employment between you and Motorola Mobility) within one (1) year of your relocation, all relocation expenses incurred on your behalf must be repaid to the company. These expenses will be prorated from the start date of your new position and/or assignment until your last date of employment at Motorola Mobility.

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K. TAX INFORMATION

The federal tax laws are the guidelines that govern the treatment of relocation expenses. Current regulations require that relocation expenses reimbursed to you or paid on your behalf be included in your gross income and be subject to income taxes. There is currently an exception for the shipment of household goods and travel to the new location for your final move. These expenses are excluded from gross income and are not subject to income taxes.

Tax Gross-Up

As described above, relocation reimbursements or payments increase your taxable income and increase your taxes. The increase in taxes can be alleviated to some extent by paying an additional amount to help with the tax liability. This is referred to as gross-up. A larger gross amount will be paid on your behalf so the net benefit after taxes will approximate your expenses. Motorola Mobility policy includes a gross-up to cover Federal, State and the Medicare portion of FICA taxes. The Social Security portion of the FICA tax is not grossed-up.

The gross-up payment itself is also considered income so it is subject to income tax and is also grossed up.

FICA Tax Impact

Since Motorola Mobility policy does not cover the Social Security portion of the FICA tax, this may affect your reimbursement. Unless your year-to-date payroll has already met the salary level at which Social Security is no longer deducted, Social Security taxes will be withheld from the reimbursement of your taxable relocation expenses. When relocation expenses are paid directly to a service supplier on your behalf or are reimbursed (e.g., temporary living and closing costs) you are responsible for Social Security taxes on these expenses. Payroll updates your earnings to reflect the relocation income for these expenses, and deducts the associated Social Security taxes from the next paycheck. These updates are done on a monthly basis by Motorola Mobility’s Payroll department.

Tax Policy

Reimbursements and payments made on your behalf for relocation expenses are generally considered taxable income. Current tax law excludes the following expenses from your income:

1. Moving household goods and personal effects from your former residence to your new residence

2. Travel and lodging during the final move from your former to your new residence

3. Storage of household goods for up to thirty (30) days following your final move

4. Selling costs on the sale of your former residence when the Eleven-step Amended Sale Program is followed or when a Guaranteed Buy-Out offer is accepted

Gross-up Policy

Motorola Mobility policy provides a tax gross-up to cover the additional tax liability on relocation expenses that are considered taxable income. The following items are exceptions:

1. Miscellaneous relocation allowance

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2. Home purchase points - may be taken as an itemized deduction on your tax return

3. Duplicate house payment interest and taxes - may be taken as itemized deductions on your tax return

Tax Forms

Motorola Mobility’s Payroll department will provide you with the following tax form:

W-2 Wage and Tax Statement - The W-2 includes all taxable reimbursements and payments made on your behalf.

The expense tracking company will provide:

A Relocation Tax Report – This includes a list of itemized relocation expenses, gross-up and appropriate tax forms.

Tax Assistance

The GAC Domestic Relocation department will provide general guidelines on tax and gross-up policies related to relocation. However, it is your responsibility to seek independent tax advice and/or counsel as deemed necessary.

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L. CONCLUSION

Once you have completed your relocation, you can expect to receive a relocation survey. Your feedback is very important to our continued success. We encourage you to complete this survey and welcome your comments.

All of us in the GAC Domestic Relocation department wish you the best during your relocation and much success in your new assignment.

Please do not hesitate to call upon us if we can help you in any way.

The GAC Domestic Relocation department will update this policy as deemed necessary. Any questions pertaining to the interpretation of this policy should be directed to your GAC Consultant.

This policy is for informational purposes only. Nothing in this document or in any prior or subsequent, oral or written statement is intended to create any contract of employment or to create any rights in the nature of a contract of employment.

Motorola Mobility is an Equal Employment Opportunity/Affirmative Action Employer and fully complies with applicable Federal, State, and/or local laws, orders and regulations.

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APPENDIX A – GROUP MOVE

PLAN A

SUMMARY MATRIX

RECOMMENDED PRACTICE POLICY COMPONENTS	RELOCATION POLICY ELEMENTS PLAN A
Eligibility Define who is eligible for each policy	Vice Presidents and above
Benefits Eligibility Relocation benefits must be used by 1/04/12	Yes Chief People Officer (CPO) has discretion to extend/increase eligibility
Repayment Agreement A relocation repayment agreement with a 12-month pro-rated repayment period thru 1/04/13 is included in the policy	Yes CPO has discretion to extend/change repayment terms
Repayment Agreement A relocation repayment agreement with a 12-month pro-rated repayment period is included in the current policy	N/A
Miscellaneous Expense Allowance (MEA) Allowance is intended to cover miscellaneous expenses not covered elsewhere in the policy	1 month’s salary, no tax assistance (current policy)
Broker Registration for both departure and destination locations Process to be followed for real estate agent set-up; employee retains choice of agent as per current policy. Relocation vendor interviews and selects approved real estate companies.	Mandatory (current policy) Approved list to be provided in advance. Exceptions require approval.
Marketing Assistance Employee participation should be mandatory. List price parameters need to be specific to ensure that employees are not over-listing their homes. The initial list price should be no higher than 105% of the initial Broker’s Market Analyses (BMAs).	Same List price within 105% of average of BMA’s
Home Sale Assistance: Buyer Value Option (BVO) Home sale assistance program that covers home selling costs for the employee. Certain procedures must be followed in order to reap tax advantages.	Provided
Home Sale Assistance: Guaranteed Buyout Program that provides a guaranteed appraised value offer if the employee is unsuccessful in selling the departure home.	GBO appraisal will be completed at the same time marketing starts and will remain valid for 180 days. SOX affected employees: No equity loans
Home Sale Incentive Incentive paid to homeowner for successful sale following relocation company procedures; percentage of sale price if sold within specific time period – not tax assisted	Sliding scale: 5% bonus paid for home sales within 5% of list price and 3% if sold above the GBO. Eligible for only one bonus payout. Payment is not grossed up.
Loss on Sale Reimburse the difference between original purchase price and sale price, up to a cap. Capital improvements not included – purchase price as stated on closing statement. Tax assistance is provided.	Yes, with cap of $250,000, CPO has discretion to increase amount

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Negative Equity Occurs when mortgage balance is higher than sale price. Tax assistance is provided.	Only with approval by CPO
Duplicate Housing When incurring housing costs in both old and new locations, reimbursement for interest, taxes, insurance, utilities and maintenance as per current policy	Up to 180 days based on the less expensive home. Exceptions require CPO approval
Lease Cancellation for Renters Reimburse for lease cancellation fees in departure location as per current policy	Yes, up to 3 months
Pre-Decision Trip Provided prior to relocation acceptance, a trip for employee and spouse/partner only. Allows employee to make an informed decision and see area, housing, new facility, etc. Can be company-sponsored group trip or individual trip based on level and company decision NOTE: If executive travels on corporate aircraft may be subject to imputed income tax as per IRS guideline. The company will provide a tax gross up if this occurs.	One trip, up to 5 days/4 nights
Home Finding Trip Per current policy, home finding trip for employee and family, covers transportation, lodging, rental car, meals, child care and pet care. While children are covered, recommend employee and spouse/partner only for most focused trip. NOTE: If executive travels on corporate aircraft may be subject to imputed income tax as per IRS guideline. The company will provide a tax gross up if this occurs.	2 trips 10 days/9 nights total
Home or Rental Finding Assistance Assistance provided for efficient home finding trip. Cover rental finding fees when needed as per current policy.	Provided (current policy)
Temporary Living (TL) Covered expenses to include lodging and food. Eliminate TL coverage if employee is no longer financially responsible for the old home, i.e., if the old home has been sold or rented.	Up to 60 days lodging and food
Return Trips Home (During TL) To be used while separated from immediate family or to meet the movers for final move arrangements. Allow the spouse/partner to visit the new location in lieu of a return trip. Transportation costs to/from the old location covered.	Up to 6 trips
Home Purchase Assistance (may include current renters) Coverage includes reasonable and customary closing expenses, appraisal, legal fees and any home inspections according to local custom	Charges by the lending agency called “loan origination fees” not to exceed one (1) percent of the new mortgage amount

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Final Move Travel expenses covered for employee and family. These expenses include transportation (economy-class airfare or mileage), meals and lodging. IRS considers final move to include one night in old location, travel via most direct route and one night in the new location. NOTE: If executive travels on corporate aircraft may be subject to imputed income tax as per IRS guideline. The company will provide a tax gross up if this occurs.	Provided (current policy)
Household Goods Shipment and Storage Van line move which generally includes packing, transportation, unpacking, some crating and insurance	Up to 60 days storage Ship up to 3 operable (non-antique or non-collectible) cars $200/pet for pet shipment
Enhanced Moving Services Expanded concierge services that provide professional organizers to unpack and put away household items	Provided
Spouse /Partner Career Relocation Assistance Per current policy – if currently employed or planning to enter the workforce: provided by a national firm to assist spouse with job search; usually includes coaching on resume writing, interviewing, etc. If not employed or entering the work force in new location, up to $1,500 for eligible settling-in services.	Provided (current policy)
Cost of Living Allowance Provided to assist with higher cost of living in new location; preliminary computation is based on current home address to work location. Subsequent calculation based on current home address to new home address with employee receiving the higher of the 2 calculations. Utilize a national independent cost of living provider such as ERI. Paid as a one-time lump sum using 3-year graduated payment calculation. Tax assistance is not provided.	Provided
Tax Assistance Tax assistance (also known as gross up) covers some or most of the tax liability incurred by the employee for relocation payments that are taxable income. *	Provided (current policy)

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PLAN B

SUMMARY MATRIX

RECOMMENDED PRACTICE POLICY COMPONENTS	RELOCATION POLICY ELEMENTS PLAN B
Eligibility Define who is eligible for each policy	All employees
Benefits Eligibility Relocation benefits must be used by 1/04/12	Yes Chief People Officer (CPO) has discretion to extend/increase eligibility
Repayment Agreement A relocation repayment agreement with a 12-month pro-rated repayment period thru 1/04/13 is included in the policy	Yes CPO has discretion to extend/change repayment terms
Repayment Agreement A relocation repayment agreement with a 12-month pro-rated repayment period is included in the current policy	N/A
Miscellaneous Expense Allowance (MEA) Allowance is intended to cover miscellaneous expenses not covered elsewhere in the policy	1 month’s salary, no tax assistance (current policy)
Broker Registration for both departure and destination locations Process to be followed for real estate agent set-up; employee retains choice of agent as per current policy. Relocation vendor interviews and selects approved real estate companies.	Mandatory (current policy) Approved list to be provided in advance. Exceptions require approval.
Marketing Assistance Employee participation should be mandatory. List price parameters need to be specific to ensure that employees are not over-listing their homes. The initial list price should be no higher than 105% of the initial Broker’s Market Analyses (BMAs).	Same List price within 105% of average of BMAs
Home Sale Assistance: Buyer Value Option (BVO) Home sale assistance program that covers home selling costs for the employee. Certain procedures must be followed in order to reap tax advantages.	Provided
Home Sale Assistance: Guaranteed Buyout Program that provides a guaranteed appraised value offer if the employee is unsuccessful in selling the departure home.	GBO appraisal will be completed at the same time marketing starts and will remain valid for 180 days.
Home Sale Incentive Incentive paid to homeowner for successful sale following relocation company procedures; percentage of sale price if sold within specific time period – not tax assisted	Sliding scale: 5% bonus paid for home sales within 5% of list price and 3% if sold above the GBO. Eligible for only one bonus payout. Payment is not grossed up.
Loss on Sale Reimburse the difference between original purchase price and sale price, up to a cap. Capital improvements not included – purchase price as stated on closing statement. Tax assistance is provided.	Yes, with cap of $150,000 No Exceptions
Negative Equity Occurs when mortgage balance is higher than sale price. Tax assistance is provided.	Only with approval by CPO

Revised 02-16-11

30

Motorola Mobility Domestic Relocation GAC Domestic Relocation Policy: Homeowners

Duplicate Housing When incurring housing costs in both old and new locations, reimbursement for interest, taxes, insurance, utilities and maintenance as per current policy	Up to 180 days based on the less expensive home. Exceptions require CPO approval.
Lease Cancellation for Renters Reimburse for lease cancellation fees in departure location as per current policy	Yes, up to 3 months
Pre-Decision Trip Provided prior to relocation acceptance, a trip for employee and spouse/partner only. Allows employee to make an informed decision and see area, housing, new facility, etc. Can be company-sponsored group trip or individual trip based on level and company decision NOTE: If executive travels on corporate aircraft may be subject to imputed income tax as per IRS guideline. The company will provide a tax gross up if this occurs.	One trip, up to 5 days/4 nights
Home Finding Trip Per current policy, home finding trip for employee and family, covers transportation, lodging, rental car, meals, child care and pet care. While children are covered, recommend employee and spouse/partner only for most focused trip. NOTE: If executive travels on corporate aircraft may be subject to imputed income tax as per IRS guideline. The company will provide a tax gross up if this occurs.	1 trip 7 days/6 nights
Home or Rental Finding Assistance Assistance provided for efficient home finding trip. Cover rental finding fees when needed as per current policy	Provided (current policy)
Temporary Living (TL) Covered expenses to include lodging and food. Eliminate TL coverage if employee is no longer financially responsible for the old home, i.e., if the old home has been sold or rented	Up to 60 days lodging and food
Return Trips Home (During TL) To be used while separated from immediate family or to meet the movers for final move arrangements. Allow the spouse/partner to visit the new location in lieu of a return trip. Transportation costs to/from the old location covered.	Up to 4 trips
Home Purchase Assistance (may include current renters) Coverage includes reasonable and customary closing expenses, appraisal, legal fees and any home inspections according to local custom	Charges by the lending agency called “loan origination fees” not to exceed one (1) percent of the new mortgage amount.
Final Move Travel expenses covered for employee and family. These expenses include transportation (economy-class airfare or mileage), meals and lodging. IRS considers final move to include one night in old location, travel via most direct route and one night in the new location. NOTE: If executive travels on corporate aircraft may be subject to imputed income tax as per IRS guideline. The company will provide a tax gross up if this occurs.	Provided (current policy)

Revised 02-16-11

31

Motorola Mobility Domestic Relocation GAC Domestic Relocation Policy: Homeowners

Household Goods Shipment and Storage Van line move which generally includes packing, transportation, unpacking, some crating and insurance	Up to 60 days storage Ship up to 3 operable (non-antique or non-collectible) cars $200/pet for pet shipment
Enhanced Moving Services Expanded concierge services that provide professional organizers to unpack and put away household items	Provided
Spouse /Partner Career Relocation Assistance Per current policy — if currently employed or planning to enter the workforce: provided by a national firm to assist spouse with job search; usually includes coaching on resume writing, interviewing, etc. If not employed or entering the work force in new location, up to $1,500 for eligible settling-in services.	Provided (current policy)
Cost of Living Allowance Provided to assist with higher cost of living in new location; preliminary computation is based on current home address to work location. Subsequent calculation based on current home address to new home address with employee receiving the higher of the 2 calculations. Utilize a national independent cost of living provider such as ERI. Paid as a one-time lump sum using 3-year graduated payment calculation. Tax assistance is not provided.	Provided
Tax Assistance Tax assistance (also known as gross up) covers some or most of the tax liability incurred by the employee for relocation payments that are taxable income.	Provided (current policy)

Revised 02-16-11

32

EX-21

Exhibit 21

MOTOROLA MOBILITY HOLDINGS, INC.

LISTING OF MAJOR SUBSIDIARIES

All of the following entities are wholly owned, either directly or indirectly, by Motorola Mobility Holdings, Inc. as of the Distribution Date on January 4, 2011.

Motorola Industrial Ltda.	Brazil
Motorola Mobility Canada Ltd.	Canada
Motorola Mobility Technologies (China) Co., Ltd.	China
Motorola (Beijing) Mobility Technologies Co., Ltd.	China
Motorola Mobility Germany GmbH	Germany
Kreatel Communications A.B.	Sweden
General Instrument of Taiwan, Ltd.	Taiwan
Motorola Mobility UK Ltd.	UK
Motorola Mobility, Inc.	US
Quantum Bridge Communications, Inc.	US
General Instrument Corporation	US
NextLevel Systems (Puerto Rico), Inc.	US
Modulus Video, Inc.	US
Leapstone Systems, Inc.	US
Netopia, Inc.	US
Broadbus Technologies, Inc.	US
Terayon Communication Systems, Inc.	US

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Dr. Sanjay K. Jha, Chief Executive Officer, Motorola Mobility Holdings, Inc., certify that:

1. I have reviewed this annual report on Form 10-K of Motorola Mobility Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 18, 2011

/s/ Sanjay K. Jha

Dr. Sanjay K. Jha

Chief Executive Officer

Motorola Mobility Holdings, Inc.

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Marc E. Rothman, Senior Vice President and Chief Financial Officer, Motorola Mobility Holdings, Inc., certify that:

1. I have reviewed this annual report on Form 10-K of Motorola Mobility Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 18, 2011

/s/ Marc E. Rothman

Marc E. Rothman

Senior Vice President and Chief Financial Officer

Motorola Mobility Holdings, Inc.

EX-32.1

Exhibit 32.1

CERTIFICATION

I, Dr. Sanjay K. Jha, Chief Executive Officer, Motorola Mobility Holdings, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”), that, to my knowledge:

(1) the annual report on Form 10-K for the period ended December 31, 2010 (the “Annual Report”), which this statement accompanies fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

(2) the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of Motorola Mobility Holdings, Inc.

This certificate is being furnished solely for purposes of Section 906.

Dated: February 18, 2011

/s/ Sanjay K. Jha

Dr. Sanjay K. Jha

Chief Executive Officer

Motorola Mobility Holdings, Inc.

EX-32.2

Exhibit 32.2

CERTIFICATION

I, Marc E. Rothman, Senior Vice President, Chief Financial Officer, Motorola Mobility Holdings, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”), that, to my knowledge:

(3) the annual report on Form 10-K for the period ended December 31, 2010 (the “Annual Report”), which this statement accompanies fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

(4) the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of Motorola Mobility Holdings, Inc.

This certificate is being furnished solely for purposes of Section 906.

Dated: February 18, 2011

/s/ Marc E. Rothman

Marc E. Rothman

Senior Vice President, Chief Financial Officer

Motorola Mobility Holdings, Inc.