Equibles

10-Q

Motorola Solutions, Inc. (MSI)

10-Q 2023-05-04 For: 2023-04-01
View Original
Added on April 03, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________

Form 10-Q

____________________________________________

(Mark One)

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

For the quarterly period ended April 1, 2023

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: 1-7221

___________________________________________

MOTOROLA SOLUTIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

____________________________________________

Delaware 36-1115800
(State of Incorporation) (I.R.S. Employer Identification No.)

500 W. Monroe Street, Chicago, Illinois 60661 (Address of Principal Executive Offices, Zip Code)

(847) 576-5000

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

____________________________________________

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

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common Stock $0.01 Par Value MSI New York Stock Exchange

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 ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).  Yes ☒  No ☐

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

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The number of shares of the registrant's Common Stock, $0.01 par value per share, outstanding as of April 28, 2023 was 167,717,082.

TABLE OF CONTENTS
For the Quarter Ended April 1, 2023
PART I. FINANCIAL INFORMATION Page No.
Item 1. Financial Statements (Unaudited) 1
Condensed Consolidated Statements of Operations for the ThreeMonthsEnded April 1, 2023 and April 2, 2022 1
Condensed Consolidated Statements of Comprehensive Income for theThreeMonthsEnded April 1, 2023 and April 2, 2022 2
Condensed Consolidated Balance Sheets as of April 1, 2023 and December 31, 2022 3
Condensed Consolidated Statements of Stockholders’ Equityfor theThree Months Ended April 1, 2023 and April 2, 2022 4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended April 1, 2023 and April 2, 2022 5
Index for Notes to Condensed Consolidated Financial Statements 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 24
Item 3. Quantitative and Qualitative Disclosures About Market Risk 33
Item 4. Controls and Procedures 33
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 34
Item 1A. Risk Factors 34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 36
Item 3. Defaults Upon Senior Securities 36
Item 4. Mine Safety Disclosures 36
Item 5. Other Information 36
Item 6. Exhibits 37
Signatures 38

Item 1. Financial Statements

Condensed Consolidated Statements of Operations (Unaudited)

(In millions, except per share amounts) Three Months Ended
April 1, 2023 April 2, 2022
Net sales from products $ 1,224 $ 1,046
Net sales from services 947 846
Net sales 2,171 1,892
Costs of products sales 576 548
Costs of services sales 549 487
Costs of sales 1,125 1,035
Gross margin 1,046 857
Selling, general and administrative expenses 368 338
Research and development expenditures 210 188
Other charges 69 92
Operating earnings 399 239
Other income (expense):
Interest expense, net (54) (56)
Gain on sales of investments and businesses, net 1 2
Other, net 12 34
Total other expense (41) (20)
Net earnings before income taxes 358 219
Income tax expense (benefit) 79 (49)
Net earnings 279 268
Less: Earnings attributable to non-controlling interests 1 1
Net earnings attributable to Motorola Solutions, Inc. $ 278 $ 267
Earnings per common share:
Basic $ 1.66 $ 1.59
Diluted $ 1.61 $ 1.54
Weighted average common shares outstanding:
Basic 167.4 168.0
Diluted 172.6 173.1

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

Three Months Ended
(In millions) April 1, 2023 April 2, 2022
Net earnings $ 279 $ 268
Foreign currency translation adjustments 36 (20)
Defined benefit plans 12 15
Total other comprehensive income (loss), net of tax 48 (5)
Comprehensive income 327 263
Less: Earnings attributable to non-controlling interests 1 1
Comprehensive income attributable to Motorola Solutions, Inc. common shareholders $ 326 $ 262

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

Condensed Consolidated Balance Sheets (Unaudited)

(In millions, except par value) April 1, 2023 December 31, 2022
ASSETS
Cash and cash equivalents $ 1,022 $ 1,325
Accounts receivable, net 1,340 1,518
Contract assets 1,024 974
Inventories, net 1,082 1,055
Other current assets 358 383
Total current assets 4,826 5,255
Property, plant and equipment, net 927 927
Operating lease assets 472 485
Investments 144 147
Deferred income taxes 1,073 1,036
Goodwill 3,287 3,312
Intangible assets, net 1,302 1,342
Other assets 322 310
Total assets $ 12,353 $ 12,814
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current portion of long-term debt $ 1 $ 1
Accounts payable 719 1,062
Contract liabilities 1,793 1,859
Accrued liabilities 1,453 1,638
Total current liabilities 3,966 4,560
Long-term debt 6,014 6,013
Operating lease liabilities 398 419
Other liabilities 1,726 1,691
Preferred stock, $100 par value: 0.5 shares authorized; none issued and outstanding — —
Common stock, $0.01 par value: 2 2
Authorized shares: 600.0
Issued shares: 4/1/23—168.9; 12/31/22—168.5
Outstanding shares: 4/1/23—167.7; 12/31/22—167.5
Additional paid-in capital 1,386 1,306
Retained earnings 1,333 1,343
Accumulated other comprehensive loss (2,487) (2,535)
Total Motorola Solutions, Inc. stockholders’ equity 234 116
Non-controlling interests 15 15
Total stockholders’ equity 249 131
Total liabilities and stockholders’ equity $ 12,353 $ 12,814

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

(In millions) Common Stock and Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained<br>Earnings Noncontrolling<br>Interests
Balance as of December 31, 2022 $ 1,308 $ (2,535) $ 1,343 $ 15
Net earnings 278 1
Other comprehensive income 48
Issuance of common stock and stock options exercised 25
Share repurchase program (140)
Share-based compensation expenses 55
Dividends declared 0.88 per share (148)
Dividends paid to non-controlling interest on subsidiary common stock (1)
Balance as of April 1, 2023 $ 1,388 $ (2,487) $ 1,333 $ 15

All values are in US Dollars.

(In millions) Common Stock and Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained<br>Earnings Noncontrolling<br>Interests
Balance as of December 31, 2021 $ 989 $ (2,379) $ 1,350 $ 17
Net earnings 267 1
Other comprehensive loss (5)
Issuance of common stock and stock options exercised 50
Share repurchase program (493)
Share-based compensation expenses 37
Dividends declared 0.79 per share (132)
ASU 2020-06 modified retrospective adoption (10) 10
Balance as of April 2, 2022 $ 1,066 $ (2,384) $ 1,002 $ 18

All values are in US Dollars.

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

Condensed Consolidated Statements of Cash Flows (Unaudited)

Three Months Ended
(In millions) April 1, 2023 April 2, 2022
Operating
Net earnings $ 279 $ 268
Adjustments to reconcile Net earnings to Net cash provided by (used for) operating activities:
Depreciation and amortization 98 111
Non-cash other charges 7 2
Share-based compensation expenses 55 37
Gain on sales of investments and businesses, net (1) (2)
Changes in assets and liabilities, net of effects of acquisitions, dispositions, and foreign currency translation adjustments:
Accounts receivable 179 248
Inventories (26) (162)
Other current assets and contract assets (40) 47
Accounts payable, accrued liabilities and contract liabilities (536) (188)
Other assets and liabilities (5) (30)
Deferred income taxes (18) (179)
Net cash provided by (used for) operating activities (8) 152
Investing
Acquisitions and investments, net (4) (512)
Proceeds from sales of investments and businesses, net 5 9
Capital expenditures (54) (54)
Net cash used for investing activities (53) (557)
Financing
Repayments of debt — (2)
Issuances of common stock 26 52
Purchases of common stock (140) (493)
Payments of dividends (148) (134)
Payments of dividends to non-controlling interests (1) —
Net cash used for financing activities (263) (577)
Effect of exchange rate changes on total cash and cash equivalents 21 (14)
Net decrease in total cash and cash equivalents (303) (996)
Cash and cash equivalents, beginning of period 1,325 1,874
Cash and cash equivalents, end of period $ 1,022 $ 878
Supplemental Cash Flow Information
Cash paid during the period for:
Interest paid $ 47 $ 53
Income and withholding taxes, net of refunds $ 100 $ 33

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

INDEX FOR NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Page No.
Note 1 Basis of Presentation 7
Note 2 Revenue from Contracts with Customers 8
Note 3 Leases 9
Note 4 Other Financial Data 11
Note 5 Debt and Credit Facilities 15
Note 6 Risk Management 16
Note 7 Income Taxes 17
Note 8 Retirement and Other Employee Benefits 18
Note 9 Share-Based Compensation Plans 18
Note 10 Fair Value Measurements 18
Note 11 Sales of Receivables 19
Note 12 Commitments and Contingencies 20
Note 13 Segment Information 20
Note 14 Reorganization of Business 21
Note 15 Intangible Assets and Goodwill 21
Note 16 Subsequent Events 23

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollars in millions, except as noted)

1.Basis of Presentation

The condensed consolidated financial statements as of April 1, 2023 and for the three months ended April 1, 2023 and April 2, 2022 include, in the opinion of management, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to state fairly the Condensed Consolidated Balance Sheets, Statements of Operations, Statements of Comprehensive Income, Statements of Stockholders' Equity, and Statements of Cash Flows of Motorola Solutions, Inc. (“Motorola Solutions” or the “Company”) for all periods presented.

The Company operates on a 52-week fiscal year, with each fiscal year ending on December 31. With respect to each fiscal quarter, the Company operates on a 13-week fiscal quarter, with all fiscal quarters ending on a Saturday.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2022 (the "Form 10-K"). The results of operations for the three months ended April 1, 2023 are not necessarily indicative of the operating results to be expected for the full year.

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Business Overview

The Company reports net sales in the following three major products and services (which the Company refers to as “technologies” in this Quarterly Report on Form 10-Q (this “Form 10-Q”)): Land Mobile Radio Communications (“LMR” or “LMR Communications”), Video Security and Access Control ("Video"), and Command Center. In January 2023, we began using Command Center as a naming convention, eliminating the "Software" descriptor from Command Center Software in order to inform investors that the Company has software components more broadly across all technologies; this name change does not require any financial information to be reclassified from previous periods.

•LMR Communications: Infrastructure, devices (two-way radio and broadband, including both for public safety and Professional Commercial Radio ("PCR")) and software that enable communications, inclusive of installation and integration, backed by services, to assure availability, security and resiliency.

•Video: Cameras (fixed, body-worn, in-vehicle), access control, infrastructure, video management, software and artificial intelligence ("AI")-enabled analytics that enable visibility “on scene” and bring attention to what’s important.

•Command Center: Software suite that enables collaboration and shares information throughout the public safety workflow from "911 call to case closure."

Recent Acquisitions

On December 14, 2022, the Company acquired Rave Mobile Safety, Inc. ("Rave Mobile"), a leader in mass notification and incident management, for $553 million, net of cash acquired. In addition, the Company issued restricted stock at a fair value of $2 million to certain key employees that will be expensed over a service period of two years. This acquisition complements the Company's portfolio with a platform specifically designed to help organizations and public safety agencies communicate and collaborate during emergencies. The business is a part of the Software and Services segment.

On October 25, 2022, the Company acquired Futurecom Systems Group, ULC ("Futurecom"), a leading provider of radio coverage extension solutions for public safety agencies, for $30 million, net of cash acquired. Futurecom designs and manufactures radio frequency repeaters. This acquisition further expands the Company's radio network and device portfolios. The business is a part the Products and Systems Integration segment.

On August 8, 2022, the Company acquired Barrett Communications Pty Ltd ("Barrett Communications"), a global provider of specialized radio communications, for $18 million, net of cash acquired. This acquisition complements the Company's existing radio portfolio, allowing the Company to use high frequency and very high frequency radio communications to support mission-critical operations. The business is a part of the Products and Systems Integration segment.

On May 12, 2022, the Company acquired Videotec S.p.A. ("Videotec"), a global provider of ruggedized video security solutions, for $23 million, net of cash acquired. In addition, the Company issued restricted stock at a fair value of $4 million to certain key employees that will be expensed over a service period of one year. This acquisition extends the Company's breadth of high-performance video products, reinforcing the Company's strategy to be a global leader in video security solutions. The business is a part of the Products and Systems Integration segment.

On April 19, 2022, the Company acquired Calipsa, Inc. ("Calipsa"), a technology leader in cloud-native advanced video analytics, for $39 million, net of cash acquired. In addition, the Company issued restricted stock at a fair value of $4 million to certain key employees that will be expensed over a service period of two years. This acquisition extends the Company's intelligent analytics across video security solutions and supports the accelerating trend of enterprises using cloud technologies to enhance safety and security. The business is a part of the Software and Services segment.

On March 23, 2022, the Company acquired TETRA Ireland Communications Limited ("TETRA Ireland"), the provider of Ireland's National Digital Radio Service, for $120 million, net of cash acquired. The Company was an initial shareholder of TETRA Ireland and acquired the remaining interest in the entity from the other shareholders. This acquisition expands the Company's portfolio of delivering mission-critical voice and data communications solutions to first responders and frontline workers. The business is part of the Software and Services segment.

On March 3, 2022, the Company acquired Ava Security Limited ("Ava"), a global provider of cloud-native video security and analytics, for $388 million, net of cash acquired. In addition, the Company issued restricted stock and restricted stock units at a fair value of $7 million to certain key employees that will be expensed over an average service period of two years. This acquisition expands the Company's portfolio of intelligent video solutions that help to enhance safety and streamline operations. The business is a part of both the Products and Systems Integration segment and the Software and Services segment.

Recently Adopted Accounting Pronouncements

In September 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2022-04, “Liabilities—Supplier Finance Programs" (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations,” which requires disclosures to enhance transparency about an entity’s use of supplier finance programs. The amendments require a buyer that uses supplier finance programs to disclose the program’s key terms, outstanding confirmed amounts as of the end of the period, a rollforward of such amounts during each annual period and a description of where in the financial statements outstanding amounts are presented. Only the amount outstanding at the end of the period must be disclosed in interim periods. The Company adopted ASU 2022-04 on January 1, 2023. Refer to Note 4, "Other Financial Data" to our condensed consolidated financial statements included in this Part I, Item 1 of this Form 10-Q for the related disclosures.

2.    Revenue from Contracts with Customers

Disaggregation of Revenue

The following table summarizes the disaggregation of the Company's revenue by segment, region, major products and services and customer type for the three months ended April 1, 2023 and April 2, 2022, consistent with the information reviewed by the Company's chief operating decision maker for evaluating the financial performance of the Company's reportable segments:

Three Months Ended
April 1, 2023 April 2, 2022
(In millions) Products and Systems Integration Software and Services Total Products and Systems Integration Software and Services Total
Regions:
North America $ 950 $ 542 $ 1,492 $ 831 $ 474 $ 1,305
International 353 326 679 272 315 587
$ 1,303 $ 868 $ 2,171 $ 1,103 $ 789 $ 1,892
Major Products and Services:
LMR Communications $ 1,080 $ 577 $ 1,657 $ 909 $ 546 $ 1,455
Video 223 136 359 194 113 307
Command Center — 155 155 — 130 130
$ 1,303 $ 868 $ 2,171 $ 1,103 $ 789 $ 1,892
Customer Types:
Direct $ 723 $ 795 $ 1,518 $ 656 $ 702 $ 1,358
Indirect 580 73 653 447 87 534
$ 1,303 $ 868 $ 2,171 $ 1,103 $ 789 $ 1,892
Three Months Ended
---

Remaining Performance Obligations

Remaining performance obligations represent the revenue that is expected to be recognized in future periods related to performance obligations that are unsatisfied, or partially unsatisfied, as of the end of a period. The transaction values associated with remaining performance obligations which were not yet satisfied as of April 1, 2023 was $9.2 billion. A total of $4.7 billion was from Products and Systems Integration performance obligations that were not yet satisfied as of April 1, 2023, of which $2.9 billion is expected to be recognized in the next twelve months. The remaining amounts will generally be satisfied over time as systems are implemented. A total of $4.5 billion was from Software and Services performance obligations that were not yet

satisfied as of April 1, 2023. The determination of Software and Services performance obligations that are not satisfied takes into account a contract term that may be limited by the customer’s ability to terminate for convenience. Where termination for convenience exists in the Company's service contracts, its disclosure of the remaining performance obligations that are unsatisfied assumes the contract term is limited until renewal. The Company expects to recognize $1.6 billion from unsatisfied Software and Services performance obligations over the next twelve months, with the remaining performance obligations to be recognized over time as services are performed and software is implemented.

Contract Balances

(In millions) April 1, 2023 December 31, 2022
Accounts receivable, net $ 1,340 $ 1,518
Contract assets 1,024 974
Contract liabilities 1,793 1,859
Non-current contract liabilities 378 363

Revenue recognized during the three months ended April 1, 2023 which was previously included in Contract liabilities as of December 31, 2022 was $474 million, compared to $456 million of revenue recognized during the three months ended April 2, 2022 which was previously included in Contract liabilities as of December 31, 2021. Revenue of $10 million was reversed during the three months ended April 1, 2023 related to performance obligations satisfied or partially satisfied, in previous periods, primarily driven by changes in the estimates of progress on system contracts, compared to $17 million of reversals for the three months ended April 2, 2022.

There were no material expected credit losses recorded on contract assets during each of the three months ended April 1, 2023 and April 2, 2022.

Contract Cost Balances

(In millions) April 1, 2023 December 31, 2022
Current contract cost assets $ 69 $ 61
Non-current contract cost assets 119 130

Amortization of non-current contract cost assets was $17 million for both the three months ended April 1, 2023, and April 2, 2022.

3.    Leases

Components of Lease Expense

Three Months Ended
(in millions) April 1, 2023 April 2, 2022
Lease expense:
Operating lease cost $ 34 $ 33
Finance lease cost
Amortization of right-of-use assets $ 1 $ 2
Short-term lease cost $ — $ 1
Variable cost 9 9
Sublease income (2) (1)
Net lease expense $ 42 $ 44

Lease Assets and Liabilities

(in millions) Statement Line Classification April 1, 2023 December 31, 2022
Assets:
Operating lease assets Operating lease assets $ 472 $ 485
Finance lease assets Property, plant and equipment, net 10 9
$ 482 $ 494
Current liabilities:
Operating lease liabilities Accrued liabilities $ 108 $ 118
Finance lease liabilities Current portion of long-term debt 1 1
$ 109 $ 119
Non-current liabilities:
Operating lease liabilities Operating lease liabilities $ 398 $ 419

Other Information Related to Leases

Three Months Ended
(in millions) April 1, 2023 April 2, 2022
Supplemental cash flow information:
Net cash used for operating activities related to operating leases $ 52 $ 62
Net cash used for financing activities related to finance leases — 2
Assets obtained in exchange for lease liabilities:
Operating leases $ 8 $ 40

Assets obtained in exchange for lease liabilities for the three months ended April 2, 2022 included $34 million of additional leases acquired in connection with the Company's acquisition of TETRA Ireland.

April 1, 2023 December 31, 2022
Weighted average remaining lease terms (years):
Operating leases 5 5
Finance leases 1 1
Weighted average discount rate:
Operating leases 4.09 % 4.07 %
Finance leases 2.77 % 3.23 %

Future Lease Payments

April 1, 2023
(in millions) Operating Leases Finance Leases Total
Remainder of 2023 $ 90 $ 1 $ 91
2024 129 — 129
2025 112 — 112
2026 96 — 96
2027 51 — 51
Thereafter 81 — 81
Total lease payments $ 559 $ 1 $ 560
Less: Interest 53 — 53
Present value of lease liabilities $ 506 $ 1 $ 507

4.    Other Financial Data

Statements of Operations Information

Other Charges

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

Three Months Ended
April 1, 2023 April 2, 2022
Other charges (income):
Intangibles amortization (Note 15) $ 55 $ 66
Reorganization of business (Note 14) 7 7
Operating lease asset impairments 3 9
Acquisition-related transaction fees 2 10
Legal settlements — 11
Fixed asset impairments 2 3
Gain on Hytera legal settlement — (13)
Other — (1)
$ 69 $ 92

Other Income (Expense)

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

Three Months Ended
April 1, 2023 April 2, 2022
Interest income (expense), net:
Interest expense $ (63) $ (58)
Interest income 9 2
$ (54) $ (56)
Other, net:
Net periodic pension and postretirement benefit (Note 8) $ 25 $ 32
Investment impairments (6) (1)
Foreign currency gain (loss) (19) 23
Gain (loss) on derivative instruments (Note 6) 7 (23)
Fair value adjustments to equity investments 3 (18)
Gain on TETRA Ireland equity method investment — 21
Other 2 —
$ 12 $ 34

Earnings Per Common Share

The computation of basic and diluted earnings per common share is as follows:

Amounts attributable to Motorola Solutions, Inc. common stockholders
Three Months Ended
April 1, 2023 April 2, 2022
Basic earnings per common share:
Earnings $ 278 $ 267
Weighted average common shares outstanding 167.4 168.0
Per share amount $ 1.66 $ 1.59
Diluted earnings per common share:
Earnings $ 278 $ 267
Weighted average common shares outstanding 167.4 168.0
Add effect of dilutive securities:
Share-based awards 4.0 4.5
1.75% senior convertible notes 1.2 0.6
Diluted weighted average common shares outstanding 172.6 173.1
Per share amount $ 1.61 $ 1.54

In the computation of diluted earnings per common share for the three months ended April 1, 2023, the assumed exercise of 0.2 million options, inclusive of 0.1 million options subject to market based contingent option agreements, were excluded from the computation of diluted earnings per common share because their inclusion would have been antidilutive. In the computation of diluted earnings per common share for the three months ended April 2, 2022, the assumed exercise of 0.2 million options were excluded because their inclusion would have been antidilutive.

As of April 1, 2023, the Company had $1.0 billion of the Senior Convertible Notes outstanding, which mature on September 15, 2024. The notes are convertible based on a conversion rate of 4.9670 per $1,000 principal amount (which is equal to a conversion price of $201.33 per share), adjusted for dividends declared through the date of settlement. The notes became fully convertible as of September 5, 2021, when the average stock price exceeded the contractual conversion price, providing the holders the option to convert all or any portion of their Senior Convertible Notes. In November 2021, the Company's Board of Directors approved an irrevocable determination requiring the future settlement of the principal amount of the Senior Convertible Notes to be settled in cash. Because the Company has irrevocably decided to settle the principal amount of the Senior Convertible Notes in cash, the Company did not reflect any shares underlying the Senior Convertible Notes in its diluted weighted average shares outstanding until the average stock price per share for the period exceeded the conversion price, which first occurred for the quarter ended October 2, 2021. Upon conversion of the Senior Convertible Notes, the Company has the option to settle the conversion spread in cash or shares. The Company included the number of shares that would be issuable upon conversion in the Company’s computation of diluted earnings per share, based on the amount by which the average stock price exceeded the conversion price for the period ended April 1, 2023. The value by which the Senior Convertible Notes exceeded their principal amount if converted as of April 1, 2023 was $332 million.

Balance Sheet Information

Accounts Receivable, Net

Accounts receivable, net, consists of the following:

April 1, 2023 December 31, 2022
Accounts receivable $ 1,403 $ 1,579
Less allowance for credit losses (63) (61)
$ 1,340 $ 1,518

Inventories, Net

Inventories, net, consist of the following:

April 1, 2023 December 31, 2022
Finished goods $ 365 $ 354
Work-in-process and production materials 852 829
1,217 1,183
Less inventory reserves (135) (128)
$ 1,082 $ 1,055

Other Current Assets

Other current assets consist of the following:

April 1, 2023 December 31, 2022
Current contract cost assets (Note 2) $ 69 $ 61
Contractor receivables 4 47
Tax-related deposits 38 33
Other 247 242
$ 358 $ 383

Property, Plant and Equipment, Net

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

April 1, 2023 December 31, 2022
Land $ 5 $ 5
Leasehold improvements 463 456
Machinery and equipment 2,224 2,303
2,692 2,764
Less accumulated depreciation (1,765) (1,837)
$ 927 $ 927

Depreciation expense for the three months ended April 1, 2023 and April 2, 2022 was $43 million and $45 million, respectively.

Investments

Investments consist of the following:

April 1, 2023 December 31, 2022
Common stock $ 22 $ 21
Strategic investments 38 45
Company-owned life insurance policies 71 69
Equity method investments 13 12
$ 144 $ 147

During the three months ended April 1, 2023, the Company recorded a $6 million investment impairment charge, representing an other-than-temporary decline in the value of the Company's strategic equity investment portfolio. The investment impairment charge is classified as Other, net within the Condensed Consolidated Statement of Operations.

Other Assets

Other assets consist of the following:

April 1, 2023 December 31, 2022
Defined benefit plan assets $ 128 $ 164
Non-current contract cost assets (Note 2) 119 130
Other 75 16
$ 322 $ 310

Accounts Payable

The Company utilizes a supplier finance program which provides our suppliers the ability to accelerate payment on the Company's invoices beyond the stated payment terms. Under the terms of this program, the Company agrees to pay an intermediary the stated amount of confirmed invoices on the stated maturity dates of the invoices, and the supplier is able to negotiate earlier payment terms with the intermediary. The Company or the intermediary may terminate our agreement at any time upon 60 days' notice. The Company does not provide any forms of guarantees under this arrangement. Supplier participation in the program is solely at the supplier's discretion, and the participating suppliers negotiate their arrangements directly with the intermediary. The Company has no economic interest in a supplier's decision to participate in the program, and their participation has no bearing on our payment terms or amounts due. The stated invoice payment terms range from 75 to 120 days from the invoice date and are considered commercially reasonable.

The Company's outstanding amounts related to the suppliers participating in this program was $36 million and $37 million as of April 1, 2023 and December 31, 2022, respectively. Supplier finance program obligations are classified as Accounts payable within the Condensed Consolidated Balance Sheets.

Accrued Liabilities

Accrued liabilities consist of the following:

April 1, 2023 December 31, 2022
Compensation $ 329 $ 374
Tax liabilities 349 367
Dividend payable 148 148
Trade liabilities 138 145
Operating lease liabilities (Note 3) 108 118
Customer reserves 56 78
Other 325 408
$ 1,453 $ 1,638

Other Liabilities

Other liabilities consist of the following:

April 1, 2023 December 31, 2022
Defined benefit plans $ 974 $ 1,004
Non-current contract liabilities (Note 2) 378 363
Unrecognized tax benefits (Note 7) 29 29
Deferred income taxes (Note 7) 74 73
Environmental reserve 108 108
Other 163 114
$ 1,726 $ 1,691

Stockholders’ Equity

Share Repurchase Program: During the three months ended April 1, 2023, the Company paid an aggregate of $140 million to repurchase approximately 0.5 million shares at an average price of $261.75. per share. As of April 1, 2023, the Company had $1.1 billion of authority available for future repurchases.

Payment of Dividends: During the three months ended April 1, 2023 and April 2, 2022, the Company paid $148 million and $134 million, respectively, in cash dividends to holders of its common stock. Subsequent to the quarter, the Company paid an additional $148 million in cash dividends to holders of its common stock.

Accumulated Other Comprehensive Loss

The following table displays the changes in Accumulated other comprehensive loss, including amounts reclassified into income, and the affected line items in the Condensed Consolidated Statements of Operations during the three months ended April 1, 2023 and April 2, 2022:

Three Months Ended
April 1, 2023 April 2, 2022
Foreign Currency Translation Adjustments:
Balance at beginning of period $ (539) $ (384)
Other comprehensive income (loss) before reclassification adjustment 27 (18)
Tax benefit (expense) 9 (2)
Other comprehensive income (loss), net of tax 36 (20)
Balance at end of period $ (503) $ (404)
Defined Benefit Plans:
Balance at beginning of period $ (1,996) $ (1,995)
Reclassification adjustment - Actuarial net losses into Other income (Note 8) 15 20
Reclassification adjustment - Prior service benefits into Other income (Note 8) 1 (1)
Tax expense (4) (4)
Other comprehensive income, net of tax 12 15
Balance at end of period $ (1,984) $ (1,980)
Total Accumulated other comprehensive loss $ (2,487) $ (2,384)

5.    Debt and Credit Facilities

As of April 1, 2023, the Company had a $2.25 billion syndicated, unsecured revolving credit facility scheduled to mature in March 2026 (the "2021 Motorola Solutions Credit Agreement"). The 2021 Motorola Solutions Credit Agreement includes a letter of credit sub-limit and fronting commitments of $450 million. Borrowings under the facility bear interest at the prime rate plus the applicable margin, or at a spread above the Secured Overnight Financing Rate ("SOFR"), at the Company's option. An annual facility fee is payable on the undrawn amount of the credit line. The interest rate and facility fee are subject to adjustment if the Company's credit rating changes. The Company must comply with certain customary covenants including a maximum leverage ratio, as defined in the 2021 Motorola Solutions Credit Agreement. The Company was in compliance with its financial covenants as of April 1, 2023. On February 8, 2023, the Company entered into an amendment to the 2021 Motorola Solutions Credit Agreement to replace the interest rate benchmark from London Interbank Offered Rate (LIBOR) to SOFR.

The Company has an unsecured commercial paper program, backed by the 2021 Motorola Solutions Credit Agreement, under which the Company may issue unsecured commercial paper notes up to a maximum aggregate principal amount of $2.2 billion outstanding at any one time. Proceeds from the issuances of the notes are expected to be used for general corporate purposes. The notes are issued at a zero-coupon rate and are issued at a discount which reflects the interest component. At maturity, the notes are paid back in full including the interest component. The notes are not redeemable prior to maturity. As of April 1, 2023 the Company had no outstanding debt under the commercial paper program.

6.    Risk Management

Foreign Currency Risk

The Company had outstanding foreign exchange contracts with notional amounts totaling $1.1 billion for both periods ended April 1, 2023 and December 31, 2022. The Company does not believe these financial instruments should subject it to undue risk due to foreign exchange movements because gains and losses on these contracts should generally offset gains and losses on the underlying assets, liabilities and transactions.

The following table shows the five largest net notional amounts of the positions to buy or sell foreign currency as of April 1, 2023, and the corresponding positions as of December 31, 2022:

Notional Amount
Net Buy (Sell) by Currency April 1, 2023 December 31, 2022
British pound $ 255 $ 290
Euro 209 185
Australian dollar (111) (130)
Chinese renminbi (62) (61)
Brazilian real (49) (44)

Counterparty Risk

The use of derivative financial instruments exposes the Company to counterparty credit risk in the event of non-performance by counterparties. However, the Company’s risk is limited to the fair value of the instruments when the derivative is in an asset position. The Company actively monitors its exposure to credit risk. As of April 1, 2023, all of the counterparties had investment grade credit ratings. As of April 1, 2023, the Company had $8 million of exposure to aggregate credit risk with all counterparties.

The following tables summarize the fair values and locations in the Condensed Consolidated Balance Sheets of all derivative financial instruments held by the Company as of April 1, 2023 and December 31, 2022:

Fair Values of Derivative Instruments
April 1, 2023 Other Current Assets Accrued Liabilities
Derivatives designated as hedging instruments:
Foreign exchange contracts $ — $ —
Derivatives not designated as hedging instruments:
Foreign exchange contracts 8 1
Total derivatives $ 8 $ 1
Fair Values of Derivative Instruments
--- --- --- --- ---
December 31, 2022 Other Current Assets Accrued Liabilities
Derivatives designated as hedging instruments:
Foreign exchange contracts $ — $ 5
Derivatives not designated as hedging instruments:
Foreign exchange contracts 15 —
Total derivatives $ 15 $ 5

The following table summarizes the effect of derivatives on the Company's condensed consolidated financial statements for the three months ended April 1, 2023 and April 2, 2022:

Financial Statement Location Three Months Ended
Foreign Exchange Contracts April 1, 2023 April 2, 2022
Effective portion of derivatives designated Accumulated other<br>comprehensive gain (loss) $ (2) $ 2
Forward points recognized Other income (expense) 1 —
Derivatives not designated as hedging instruments Other income (expense) 7 (23)

Net Investment Hedges

The Company uses foreign exchange forward contracts to hedge against the effect of the British pound and the Euro exchange rate fluctuations against the U.S. dollar on a portion of its net investments in certain European operations. The Company recognizes changes in the fair value of the net investment hedges as a component of foreign currency translation adjustments within other comprehensive income to offset a portion of the change in translated value of the net investments being hedged, until the investments are sold or liquidated. As of April 1, 2023, the Company had €100 million of net investment hedges in certain Euro functional subsidiaries and £55 million of net investment hedges in a British pound functional subsidiary.

The Company excludes the difference between the spot rate and the forward rate of the forward contract from its assessment of hedge effectiveness. The effect of the excluded components will be amortized on a straight line basis and recognized through interest expense. During the three months ended April 1, 2023, the Company amortized $1 million of income from the excluded components through interest expense.

7.    Income Taxes

At the end of each interim reporting period, the Company makes an estimate of its annual effective income tax rate. Tax expense in interim periods is calculated at the estimated annual effective tax rate plus or minus the tax effects of items of income and expense that are discrete to the period. The estimate used in providing for income taxes on a year-to-date basis may change in subsequent interim periods.

The following table provides details of income taxes:

Three Months Ended
April 1, 2023 April 2, 2022
Net earnings before income taxes $ 358 $ 219
Income tax expense (benefit) 79 (49)
Effective tax rate 22 % (22) %

The effective tax rate for the three months ended April 1, 2023 of 22% was higher than the U.S. federal statutory tax rate of 21% primarily due to state tax expense, offset by excess tax benefits of share-based compensation.

The effective tax rate for the three months ended April 2, 2022 of (22)% was lower than the U.S. federal statutory tax rate of 21% primarily due to to a net deferred tax benefit as a result of an intra-group transfer of certain intellectual property ("IP") rights, a high foreign derived intangible income deduction and the excess tax benefits of share-based compensation.

The effective tax rate for the three months ended April 1, 2023 of 22% was higher than the effective tax rate for the three months ended April 2, 2022 of (22)%, primarily due to a net deferred tax benefit as a result of an intra-group transfer of certain IP rights, a higher foreign derived intangible income deduction, and higher excess tax benefits of share-based compensation in 2022.

8.    Retirement and Other Employee Benefits

Pension and Postretirement Health Care Benefits Plans

The net periodic benefits for Pension and Postretirement Health Care Benefits Plans were as follows:

U.S. Pension Benefit Plans Non-U.S. Pension Benefit Plans Postretirement Health Care Benefits Plan
Three Months Ended April 1, 2023 April 2, 2022 April 1, 2023 April 2, 2022 April 1, 2023 April 2, 2022
Service cost $ — $ — $ — $ 1 $ — $ —
Interest cost 47 32 2 8 1 —
Expected return on plan assets (73) (63) (15) (26) (3) (3)
Amortization of:
Unrecognized net loss 5 15 9 4 1 1
Unrecognized prior service cost (benefit) — — — (1) 1 —
Net periodic pension benefits $ (21) $ (16) $ (4) $ (14) $ — $ (2)

9.    Share-Based Compensation Plans

Compensation expense for the Company’s share-based plans was as follows:

Three Months Ended
April 1, 2023 April 2, 2022
Share-based compensation expense included in:
Costs of sales $ 10 $ 6
Selling, general and administrative expenses 30 21
Research and development expenditures 15 10
Share-based compensation expense included in Operating earnings 55 37
Tax benefit (11) (8)
Share-based compensation expense, net of tax $ 44 $ 29
Decrease in basic earnings per share $ (0.26) $ (0.17)
Decrease in diluted earnings per share $ (0.25) $ (0.17)

During the three months ended April 1, 2023, the Company granted 0.6 million restricted stock units (RSUs) and 0.1 million performance stock units (PSUs) and 0.04 million market stock units (MSUs) with an aggregate grant-date fair value of $155 million, $24 million and $12 million, respectively, and 0.1 million stock options and 0.1 million performance options (POs) with an aggregate grant-date fair value of $6 million and $12 million, respectively. The share-based compensation expense will generally be recognized over the vesting period of three years.

10.    Fair Value Measurements

The fair values of the Company’s financial assets and liabilities by level in the fair value hierarchy as of April 1, 2023 and December 31, 2022 were as follows:

April 1, 2023 Level 1 Level 2 Total
Assets:
Foreign exchange derivative contracts $ — $ 8 $ 8
Common stock 22 — 22
Liabilities:
Foreign exchange derivative contracts $ — $ 1 $ 1
December 31, 2022 Level 1 Level 2 Total
--- --- --- --- --- --- ---
Assets:
Foreign exchange derivative contracts $ — $ 15 $ 15
Common stock 21 — 21
Liabilities:
Foreign exchange derivative contracts $ — $ 5 $ 5

The Company had no foreign exchange derivative contracts or common stock investments in Level 3 holdings as of April 1, 2023 or December 31, 2022.

At April 1, 2023 and December 31, 2022, the Company had $379 million and $490 million, respectively, of investments in money market government and U.S. treasury funds classified (Level 1) as Cash and cash equivalents in its Condensed Consolidated Balance Sheets. The money market funds had quoted market prices that are equivalent to par.

Using quoted market prices and market interest rates, the fair value of the Company's long-term debt as of April 1, 2023 was $6.1 billion, of which the Senior Convertible Notes were $1.4 billion (Level 2). The fair value of long-term debt at December 31, 2022 was $5.9 billion, of which the Senior Convertible Notes were $1.3 billion (Level 2).

All other financial instruments are carried at cost, which is not materially different from the instruments’ fair values.

11.    Sales of Receivables

Sales of Receivables

The following table summarizes the proceeds received from sales of accounts receivable and long-term receivables for the three months ended April 1, 2023 and April 2, 2022:

Three Months Ended
April 1, 2023 April 2, 2022
Contract-specific discounting facility $ — $ 49
Accounts receivable sales proceeds — 22
Long-term receivables sales proceeds 32 17
Total proceeds from receivable sales $ 32 $ 88

At April 1, 2023, the Company had retained servicing obligations for $828 million of long-term receivables, compared to $891 million at December 31, 2022. Servicing obligations are limited to collection activities related to the sales of accounts receivables and long-term receivables. The Company had outstanding commitments to provide long-term financing to third parties totaling $153 million at April 1, 2023, compared to $65 million at December 31, 2022.

12.    Commitments and Contingencies

Legal Matters

Hytera Litigation

On March 14, 2017, the Company filed a complaint in the U.S. District Court for the Northern District of Illinois (the "Court") against Hytera Communications Corporation Limited of Shenzhen, China; Hytera America, Inc.; and Hytera Communications America (West), Inc. (collectively, "Hytera"), alleging trade secret theft and copyright infringement and seeking, among other things, injunctive relief, compensatory damages and punitive damages. On February 14, 2020, the Company announced that a jury in the Court decided in the Company's favor in its trade secret theft and copyright infringement case. In connection with this verdict, the jury awarded the Company $345.8 million in compensatory damages and $418.8 million in punitive damages, for a total of $764.6 million. In a series of post-trial rulings in 2021, the Court subsequently reduced the judgment to $543.7 million, but also ordered Hytera to pay the Company $51.1 million in pre-judgment interest and $2.6 million in costs, as well as $34.2 million in attorneys fees. The Company continues to seek collection of the judgment through the ongoing legal process.

On December 17, 2020, the Court held that Hytera must pay the Company a forward-looking reasonable royalty on products that use the Company’s stolen trade secrets, and on December 15, 2021, set royalty rates for Hytera's sale of relevant products from July 1, 2019 forward. On July 5, 2022, the Court ordered that Hytera pay into a third-party escrow on July 31, 2022, the royalties owed to the Company based on the sale of relevant products from July 1, 2019 to June 30, 2022. Hytera failed to make the required royalty payment on July 31, 2022. On August 1, 2022, Hytera filed a motion to modify or stay the Court's previous July 5, 2022 royalty order. On August 3, 2022, the Company filed a motion seeking to hold Hytera in civil contempt for violating the royalty order by not making the required royalty payment in July. Hytera made quarterly royalty payments on October 31, 2022, January 31, 2023 and April 25, 2023, into a third-party escrow. The amounts paid into escrow were de minimis and will not be recognized until all contingencies are resolved and amounts are released from escrow.

On August 2, 2022, Hytera appealed the Court's judgment to the U.S. Court of Appeals for the Seventh Circuit (the "Court of Appeals"). The Company filed its cross-appeal on August 5, 2022. On November 15, 2022, Hytera filed its appellate court brief in the Court of Appeals. The Company filed its response brief with the appellate court on February 13, 2023. Hytera’s reply brief is due May 1, 2023.

Hytera Bankruptcy Proceedings

Separate from the Company's litigation with Hytera, on May 27, 2020, Hytera America, Inc. and Hytera Communications America (West), Inc. each filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Central District of California (the “Bankruptcy Court”). On February 11, 2022, the Court entered an order to confirm the liquidation plan for the two Hytera entities and the distributions were made on February 25, 2022 to the creditors, including a distribution of $13 million to the Company. On December 22, 2022, an additional distribution of $2 million was made to the Company as well as an assignment of various delinquent accounts receivable of the bankrupt Hytera entities. The gains for the two monetary distributions were recorded to Other charges (income) in the Company's Condensed Consolidated Statements of Operations.

13.    Segment Information

Net Sales by Segment

Three Months Ended
April 1, 2023 April 2, 2022
Products and Systems Integration $ 1,303 $ 1,103
Software and Services 868 789
$ 2,171 $ 1,892

Operating Earnings by Segment

Three Months Ended
April 1, 2023 April 2, 2022
Products and Systems Integration $ 176 $ 39
Software and Services 223 200
Operating earnings 399 239
Total other expense (41) (20)
Earnings before income taxes $ 358 $ 219

14.    Reorganization of Business

2023 Charges

During the three months ended April 1, 2023, the Company recorded net reorganization of business charges of $13 million, including $7 million of charges in Other charges and $6 million of charges in Costs of sales in the Company's Condensed Consolidated Statements of Operations. Included in the $13 million were charges of $15 million related to employee separation costs, partially offset by $2 million of reversals for accruals no longer needed.

The following table displays the net charges incurred by segment:

April 1, 2023 Three Months Ended
Products and Systems Integration $ 11
Software and Services 2
$ 13

Reorganization of Businesses Accruals

January 1, 2023 Additional Charges Adjustments Amount Used April 1, 2023
Employee separation costs $ 26 $ 15 $ (2) $ (10) $ 29
Exit costs 10 — — — 10
$ 36 $ 15 $ (2) $ (10) $ 39

Exit Costs

At January 1, 2023, the Company had an accrual of $10 million for exit costs, related to the Company's exit of the ESN contract with the Home Office in 2022. The $10 million of exit costs are recorded in Accrued liabilities in the Company's Condensed Consolidated Balance Sheets at April 1, 2023, and are expected to be paid within one year.

Employee Separation Costs

At January 1, 2023, the Company had an accrual of $26 million for employee separation costs. The 2023 additional charges of $15 million represent severance costs for approximately 290 employees. The adjustment of $2 million reflects reversals for accruals no longer needed. The $10 million used reflects cash payments to severed employees. The remaining accrual of $29 million, which is included in Accrued liabilities in the Company’s Condensed Consolidated Balance Sheets at April 1, 2023, is expected to be paid, primarily within one year, to approximately 600 employees, who have either been severed or have been notified of their severance and have begun or will begin receiving payments.

2022 Charges

During the three months ended April 2, 2022, the Company recorded net reorganization of business charges of $10 million, including $7 million of charges in Other charges and $3 million of charges in Costs of sales in the Company's Condensed Consolidated Statements of Operations. Included in the $10 million were charges of $12 million related to employee separation costs, partially offset by $2 million of reversals for accruals no longer needed.

The following table displays the net charges incurred by segment:

April 2, 2022 Three Months Ended
Products and Systems Integration $ 8
Software and Services 2
$ 10

15.    Intangible Assets and Goodwill

On December 14, 2022, the Company acquired Rave Mobile, a leader in mass notification and incident management, for $553 million net of cash acquired. In addition, the Company issued restricted stock at a fair value of $2 million to certain key employees that will be expensed over a service period of two years. This acquisition complements the Company's portfolio with a platform specifically designed to help organizations and public safety agencies communicate and collaborate during emergencies. The Company recognized $403 million of goodwill, $212 million of identifiable intangible assets and $62 million of net liabilities. The goodwill is not deductible for tax purposes. The identifiable intangible assets were classified as $9 million of trade names, $82 million of developed technology and $121 million of customer relationships and will be amortized over a period of nine, seventeen years and seventeen years, respectively. The business is a part of the Software and Services segment. The

purchase accounting is not yet complete and as such, the final allocation among income tax accounts, intangible assets, net liabilities and goodwill may be subject to change.

On October 25, 2022, the Company acquired Futurecom, a leading provider of radio coverage extension solutions for public safety agencies, for $30 million, net of cash acquired. Futurecom designs and manufactures radio frequency repeaters. This acquisition further expands the Company's radio network and device portfolios. The Company recognized $11 million of goodwill, $11 million of identifiable intangible assets, and $8 million of net assets. The goodwill is not deductible for tax purposes. The identifiable intangible asset was classified as developed technology and will be amortized over a period of six years. The business is a part of the Products and Systems Integration segment. The purchase accounting is not yet complete and as such, the final allocation among income tax accounts, intangible assets, net assets and goodwill may be subject to change.

On August 8, 2022, the Company acquired Barrett Communications, a global provider of specialized radio communications, for $18 million, net of cash acquired. This acquisition complements the Company's existing radio portfolio, allowing the Company to use high frequency and very high frequency radio communications to support mission-critical operations. The Company recognized $1 million of goodwill and $14 million of net assets. The goodwill is not deductible for tax purposes. The business is part of the Products and Systems Integration segment. The purchase accounting is not yet complete and as such, the final allocation among income tax accounts, net assets and goodwill may be subject to change.

On May 12, 2022, the Company acquired Videotec, a global provider of ruggedized video security solutions, for $23 million, net of cash acquired. In addition, the Company issued restricted stock at a fair value of $4 million to certain key employees that will be expensed over a service period of one year. This acquisition extends the Company's breadth of high-performance video products, reinforcing the Company's strategy to be a global leader in video security solutions. The Company recognized $9 million of goodwill, $7 million of identifiable intangible assets, and $6 million of net assets. The goodwill is not deductible for tax purposes. The identifiable intangible asset was classified as developed technology and will be amortized over a period of four years. The business is part of the Products and Systems Integration segment. The purchase accounting is not yet complete and as such, the final allocation among income tax accounts, net assets and goodwill may be subject to change.

On April 19, 2022, the Company acquired Calipsa, a technology leader in cloud-native advanced video analytics, for $39 million, net of cash acquired. In addition, the Company issued restricted stock at a fair value of $4 million to certain key employees that will be expensed over a service period of two years. This acquisition extends the Company's intelligent analytics across video security solutions and supports the accelerating trend of enterprises using cloud technologies to enhance safety and security. The Company recognized $24 million of goodwill, $21 million of identifiable intangible assets and $6 million of net liabilities. The goodwill is not deductible for tax purposes. The identifiable intangible assets were classified as $20 million of developed technology and $1 million of customer relationships that will be amortized over a period of fifteen and three years, respectively. The business is a part of the Software and Services segment. The purchase accounting is not yet complete and as such, the final allocation among income tax accounts, net liabilities and goodwill may be subject to change.

On March 23, 2022, the Company acquired TETRA Ireland, the provider of Ireland's National Digital Radio Service, for $120 million, net of cash acquired. The Company was an initial shareholder of TETRA Ireland and acquired the remaining interest in the entity from the other shareholders. This acquisition expands the Company's portfolio of delivering mission-critical voice and data communications solutions to first responders and frontline workers. As a result of the acquisition, the Company recognized a $21 million gain recorded within Other income (expense) on the Company's initial minority interest. The Company recognized $47 million of goodwill, $90 million of identifiable intangible assets, and $6 million of net assets. The goodwill is not deductible for tax purposes. The identifiable intangible assets were classified as $83 million of customer relationships and $7 million of trade names that will be amortized over a period of twelve years and fourteen years, respectively. The business is part of the Software and Services segment. The purchase accounting was completed as of the first quarter of 2023.

On March 3, 2022, the Company acquired Ava, a global provider of cloud-native video security and analytics, for $388 million, net of cash acquired. In addition, the Company issued restricted stock and restricted stock units at a fair value of $7 million to certain key employees that will be expensed over an average service period of two years. This acquisition expands the Company's portfolio of intelligent video solutions that help to enhance safety and streamline operations. The Company recognized $267 million of goodwill, $165 million of identifiable intangible assets and $44 million of net liabilities. The goodwill is not deductible for tax purposes. The identifiable intangible assets were classified as $144 million of developed technology and $21 million of customer relationships that will be amortized over a period of fourteen and two years, respectively. The business is a part of both the Products and Systems Integration segment and the Software and Services segment. The purchase accounting was completed as of the first quarter of 2023.

Intangible Assets

Amortized intangible assets were comprised of the following:

April 1, 2023 December 31, 2022
Gross<br>Carrying<br>Amount Accumulated<br>Amortization Gross<br>Carrying<br>Amount Accumulated<br>Amortization
Developed technology $ 1,096 $ 380 $ 1,083 $ 358
Customer-related 1,536 982 1,519 935
Other intangibles 100 68 99 66
$ 2,732 $ 1,430 $ 2,701 $ 1,359

Amortization expense on intangible assets was $55 million for the three months ended April 1, 2023. Amortization expense on intangible assets was $66 million for the three months ended April 2, 2022. As of April 1, 2023, annual amortization expense is estimated to be $176 million in 2023, $138 million in 2024, $126 million in 2025, $117 million in 2026, $107 million in 2027 and $107 million in 2028.

Amortized intangible assets were comprised of the following by segment:

April 1, 2023 December 31, 2022
Gross<br>Carrying<br>Amount Accumulated<br>Amortization Gross<br>Carrying<br>Amount Accumulated<br>Amortization
Products and Systems Integration $ 913 $ 281 $ 913 $ 261
Software and Services 1,819 1,149 1,788 1,098
$ 2,732 $ 1,430 $ 2,701 $ 1,359

Goodwill

The Company performed its annual assessment of goodwill for impairment as of the last day of the third quarter. The following table displays a roll-forward of the carrying amount of goodwill by segment from January 1, 2023 to April 1, 2023:

Products and Systems Integration Software and Services Total
Balance as of January 1, 2023 $ 1,461 $ 1,851 $ 3,312
Goodwill acquired — — —
Purchase accounting adjustments (1) (27) (28)
Foreign currency — 3 3
Balance as of April 1, 2023 $ 1,460 $ 1,827 $ 3,287

16.    Subsequent Events

In October 2021, the United Kingdom’s Competition and Markets Authority (the "CMA") announced that it had opened a market investigation into the Mobile Radio Network for the Police and Emergency Services. This investigation affects Airwave, the Company's private mobile radio communications network that the Company acquired in 2016. Airwave provides mission-critical voice and data communications to public emergency service agencies in Great Britain.

Subsequent to the quarter, the CMA issued its final decision which states it intends to impose a prospective price control on Airwave. As a result of the issuance of a final decision from the CMA subsequent to quarter close on April 1, 2023, the Company tested the Airwave asset group for impairment, noting the assets are expected to be recoverable.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This commentary should be read in conjunction with the condensed consolidated financial statements and related notes thereto of Motorola Solutions, Inc. (“Motorola Solutions,” the “Company,” “we,” “our,” or “us”) for the three months ended April 1, 2023 and April 2, 2022, as well as our consolidated financial statements and related notes thereto and management’s discussion and analysis of financial condition and results of operations in our Annual Report on Form 10-K for the year ended December 31, 2022 (the "Form 10-K").

Forward-Looking Statements

Statements in this Quarterly Report on Form 10-Q for the quarter ended April 1, 2023 (this “Form 10-Q”) which are not historical in nature are forward-looking statements within the meaning of applicable federal securities law. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and generally include words such as “believes,” “expects,” “intends,” “aims,” “estimates” and similar expressions. We can give no assurance that any future results or events discussed in these statements will be achieved. Any forward-looking statements represent our views only as of today and should not be relied upon as representing our views as of any subsequent date. Readers are cautioned that such forward-looking statements are subject to a variety of risks and uncertainties that could cause our actual results to differ materially from the statements contained in this Form 10-Q. Some of these risks and uncertainties include, but are not limited to, those discussed in Part I, Item 1A “Risk Factors” of the Form 10-K, Part II, Item 1A "Risk Factors" of this Form 10-Q, and those described elsewhere in our other SEC filings. Forward-looking statements include, but are not limited to, statements included in: (1) “Management's Discussion and Analysis of Financial Condition and Results of Operations,” about: (a) the continuing and future impact of COVID-19 on our business; (b) availability and costs of materials, components and labor (including inventory levels), and the impact of such availability and costs on our business (including our actions in response to such availability and costs); (c) the impact of inflation on our business, including the impact of the Federal Reserve's interest rate increases and the impact on our actions in response to such inflation; (d) the impact of the American Rescue Plan Act of 2021 on our business; (e) the impact of global economic and political conditions on our business; (f) the impact of the United Kingdom's Competition and Markets Authority's decision regarding Airwave (including our actions in response to such decision) on our business; (g) the impact on our business of our entry into a signed agreement with the Home Office of the United Kingdom for us to exit the Emergency Services Network contract early; (h) the impact of taxes on our business; (i) the impact of acquisitions on our business; (j) linearity of our revenue expectations, (k) market growth/contraction, demand, spending and resulting opportunities, (l) industry growth and demand, including opportunities resulting from such growth, (m) future product development and demand for, growth related to, and benefits of, new products, (n) the impact of foreign exchange rate fluctuations, (o) our continued ability to reduce our operating expenses, (p) expected impacts to operating leverage and operating margins, (q) the growth of sales opportunities in our LMR Communications, Video and Command Center technologies, (r) the return of capital to shareholders through dividends and/or repurchasing shares, (s) the impact and success of our business strategy and portfolio, (t) future payments, charges, and use of accruals associated with our reorganization of business programs and employee separation costs, (u) our ability and cost to repatriate funds, (v) ability to invest in existing products and technologies, (w) the liquidity of our investments, (x) our ability and cost to access the capital markets, (y) our ability to borrow and the amount available under our credit facilities, (z) adequacy of internal resources to fund expected working capital and capital expenditure measurements, (aa) expected payments pursuant to commitments under agreements and other obligations in the short-term and long-term, (bb) the ability to meet minimum purchase obligations, (cc) the impact of contractual damage claims exceeding the underlying contract value, (dd) our ability to sell accounts receivable and the terms and amounts of such sales, and (ee) the outcome and effect of ongoing and future legal proceedings; (2) the impact of recent accounting pronouncements issued by the Financial Accounting Standards Board on our financial statements; (3) “Quantitative and Qualitative Disclosures about Market Risk,” about the impact of interest rate risks and foreign currency exchange risks; (4) “Legal Proceedings,” about the outcome and effect of pending legal matters; and (5) "Risk Factors," about potential impacts of the risks we face, such as those associated with (gg) the expansion of our technologies within the Products and Systems Integration and Software and Services segments (including, but not limited to, the impact of the United Kingdom's Competition and Markets Authority's decision regarding Airwave), and (hh) our large, multi-year system and services contracts (including, but not limited to, with respect to the ESN and Airwave contracts). We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as legally required.

Executive Overview

Business Overview

The Company reports net sales in the following three major products and services (which we refer to as “technologies” in this Form 10-Q): Land Mobile Radio Communications (“LMR” or “LMR Communications”), Video Security and Access Control ("Video") and Command Center. In January 2023, we began using Command Center as a naming convention, eliminating the "Software" descriptor from Command Center Software in order to inform investors that the Company has software components more broadly across all technologies; this name change does not require any financial information to be reclassified from previous periods.

•LMR Communications: Infrastructure, devices (two-way radio and broadband, including both for public safety and Professional Commercial Radio ("PCR")) and software that enable communications, inclusive of installation and integration, backed by services, to assure availability, security and resiliency.

•Video: Cameras (fixed, body-worn, in-vehicle), access control, infrastructure, video management, software and artificial intelligence ("AI")-enabled analytics that enable visibility “on scene” and bring attention to what’s important.

•Command Center: Software suite that enables collaboration and shares information throughout the public safety workflow from "911 call to case closure."

First Quarter Financial Results

•Net sales were $2.2 billion in the first quarter of 2023 compared to $1.9 billion in the first quarter of 2022.

•Operating earnings were $399 million in the first quarter of 2023 compared to $239 million in the first quarter of 2022.

•Net earnings attributable to Motorola Solutions, Inc. were $278 million, or $1.61 per diluted common share, in the first quarter of 2023, compared to $267 million, or $1.54 per diluted common share, in the first quarter of 2022.

•Operating cash flow decreased $160 million to an outflow of $8 million in the first quarter of 2023 compared to $152 million cash provided in the first quarter of 2022.

•We repurchased $140 million of common stock and paid $148 million in dividends in the first quarter of 2023.

Macroeconomic Events

During the first quarter of 2023, we continued to operate under challenging market conditions influenced by the effects of the COVID-19 pandemic and the inflationary cost environment, particularly with respect to materials in the semiconductor market. Over the last several quarters, we have navigated disruptions in our supply chain, in particular challenges in procuring certain semiconductor components, diminished transportation capacity and labor constraints. We anticipate inflationary pressures and increased material and supply chain costs and disruptions (including elevated costs to procure materials within the semiconductor market) to continue throughout 2023. We are closely monitoring supply chain disruptions and continue to remain focused on improving our supplier network, engineering alternative designs and working to reduce supply shortages. In addition, we continue to actively manage our inventory in an effort to minimize supply chain disruptions and enable continuity of supply and services to our customers, which includes making changes that diversify the footprint of our supply chain operations. We expect to maintain elevated levels of inventory until supply constraints have been remediated.

In order to combat rising inflation in the U.S., the Federal Reserve has raised interest rates multiple times since the beginning of 2022. The increase in U.S. dollar interest rates and overall market conditions led to significant U.S. dollar strengthening in 2022. We have seen a reversal of a portion of U.S. dollar strengthening from the peak but the outlook for the remainder of the year remains uncertain. We have cash flows denominated in foreign currencies where the fluctuations in the value of the U.S. dollar impact our earnings and cash flow.

Although the macroeconomic environment challenges continued in the first quarter of 2023, we are encouraged by customer demand for our products and services. Specifically, in our Software and Services segment, with the largely recurring nature of the business and our strong backlog position, we continue to expect that the impact to operating margin will be limited throughout 2023. While we are encouraged by strong backlog and growth in our Products and Systems Integration segment in the first quarter of 2023, which we expect to continue to grow throughout 2023, supply constraints continue to impact our business and we expect demand for our products will continue to outpace our ability to obtain semiconductor component supply. Where appropriate, we have taken pricing actions around our product and service offerings to mitigate our exposure to inflationary pressures on our businesses and benefited from these adjustments during the first quarter of 2023. We expect to further benefit from such adjustments in 2023. Further, demand continues to be supported with ongoing sources of government funding, including the American Rescue Plan Act of 2021 ("ARPA"), which is intended to provide economic stimulus. We experienced the positive impact of the ARPA funding on our business and results of operations in 2022 and anticipate that the ARPA will continue to have a positive impact on our business throughout 2023.

We believe our existing balances of cash and cash equivalents, along with other short-term liquidity arrangements, will continue to be sufficient to satisfy our liquidity requirements associated with our existing operations. We were in compliance with all applicable covenants in the 2021 unsecured revolving credit facility as of April 1, 2023. Additionally, we have no bond maturities until 2024. We continue to assess our operating expenses and identify cost reducing initiatives, including lower travel costs, contractor spend and reducing our real estate footprint.

Lastly, as a result of the challenging market conditions described above, we evaluated whether there were any impairment indicators as of April 1, 2023, which included a review of our receivables and contract assets, inventory, right-of-use lease assets, long-lived assets, investments, goodwill and intangible assets. As of the end of the first quarter of 2023, we concluded our assets were fairly stated and recoverable.

Recent Events

CMA Update

In October 2021, the United Kingdom’s Competition and Markets Authority (the "CMA") announced that it had opened a market investigation into the Mobile Radio Network for the Police and Emergency Services. This investigation affects Airwave, our private mobile radio communications network that we acquired in 2016. Airwave provides mission-critical voice and data communications to public emergency service agencies in Great Britain.

Subsequent to the quarter, the CMA issued its final decision which states it intends to impose a prospective price control on Airwave. MSI strongly disagrees with the CMA’s final decision and intends to appeal; the appeal process is expected to extend throughout 2023. Any price control remedies ultimately imposed under the final decision issued by the CMA are expected to go into effect after a remedies order review and consultation period and following the completion of the appeal process with the UK's

Competition Appeal Tribunal ("CAT"). The remedies implementation could potentially be further suspended if the appeal process extends beyond the CAT.

As a result of the issuance of a final decision from the CMA subsequent to our quarter close on April 1, 2023, we have tested our Airwave asset group for impairment, noting the assets are expected to be recoverable.

Recent Acquisitions

Technology Segment Acquisition Description Purchase Price Date of Acquisition
Command Center Software and Services Rave Mobile Safety, Inc. Provider of mass notification and incident management services. $553 million and share-based compensation of $2 million December 14, 2022
LMR Communications Products and Systems Integration Futurecom Systems Group, ULC Provider of radio coverage extension solutions. $30 million October 25, 2022
LMR Communications Products and Systems Integration Barrett Communications Pty Ltd Provider of specialized radio communications. $18 million August 8, 2022
Video Security and Access Control Products and Systems Integration Videotec S.p.A. Provider of ruggedized video security solutions. $23 million and share-based compensation of $4 million May 12, 2022
Video Security and Access Control Software and Services Calipsa, Inc. Provider of cloud-native advanced video analytics. $39 million and share-based compensation of $4 million April 19, 2022
LMR Communications Software and Services TETRA Ireland Communications Limited Provider of Ireland's National Digital Radio Service. $120 million March 23, 2022
Video Security and Access Control Products and Systems Integration<br><br>Software and Services Ava Security Limited Provider of cloud-native video security and analytics. $388 million and share-based awards and compensation of $7 million March 3, 2022

Results of Operations

Three Months Ended
(Dollars in millions, except per share amounts) April 1, 2023 % of<br>Sales* April 2, 2022 % of<br>Sales*
Net sales from products $ 1,224 $ 1,046
Net sales from services 947 846
Net sales 2,171 1,892
Costs of products sales 576 47.1 % 548 52.4 %
Costs of services sales 549 58.0 % 487 57.6 %
Costs of sales 1,125 1,035
Gross margin 1,046 48.2 % 857 45.3 %
Selling, general and administrative expenses 368 17.0 % 338 17.9 %
Research and development expenditures 210 9.7 % 188 9.9 %
Other charges 69 3.2 % 92 4.9 %
Operating earnings 399 18.4 % 239 12.6 %
Other income (expense):
Interest expense, net (54) (2.5) % (56) (3.0) %
Gains on sales of investments and businesses, net 1 — % 2 0.1 %
Other, net 12 0.6 % 34 1.8 %
Total other expense (41) (1.9) % (20) (1.1) %
Net earnings before income taxes 358 16.5 % 219 11.6 %
Income tax expense (benefit) 79 3.6 % (49) (2.6) %
Net earnings 279 12.9 % 268 14.2 %
Less: Earnings attributable to non-controlling interests 1 — % 1 0.1 %
Net earnings attributable to Motorola Solutions, Inc. $ 278 12.8 % $ 267 14.1 %
Earnings per diluted common share $ 1.61 $ 1.54

* Percentages may not add due to rounding

Results of Operations—Three months ended April 1, 2023 compared to three months ended April 2, 2022

The results of operations for the first quarter of 2023 are not necessarily indicative of the operating results to be expected for the full year. Historically, we have experienced higher revenues in the fourth quarter as compared to the rest of the quarters of our fiscal year as a result of the purchasing patterns of our customers.

We use the following U.S. GAAP key financial performance measures to manage our business on a consolidated basis and by reporting segment, and to monitor and assess our results of operations:

•Net sales: a measure of our revenue for the current period.

•Operating earnings: a measure of our earnings from operations, before non-operating expenses and income taxes.

•Operating margins: a measure of our operating earnings as a percentage of total net sales.

Considered together, we believe these measures are strong indicators of our overall performance and our ability to create shareholder value. A discussion of our results of operations and financial condition follows.

Three Months Ended
April 1, 2023 April 2, 2022
(In millions) Products and Systems Integration Software and Services Total Products and Systems Integration Software and Services Total
Net sales by region
North America $ 950 $ 542 $ 1,492 $ 831 $ 474 $ 1,305
International 353 326 679 272 315 587
$ 1,303 $ 868 $ 2,171 $ 1,103 $ 789 $ 1,892
Net sales by major products and services
LMR Communications $ 1,080 $ 577 $ 1,657 $ 909 $ 546 $ 1,455
Video 223 136 359 194 113 307
Command Center — 155 155 — 130 130
Total $ 1,303 $ 868 $ 2,171 $ 1,103 $ 789 $ 1,892
Operating earnings $ 176 $ 223 $ 399 $ 39 $ 200 $ 239
Operating margins 13.5 % 25.7 % 18.4 % 3.5 % 25.3 % 12.6 %

Net Sales

The Products and Systems Integration segment’s net sales represented 60% of our net sales in the first quarter of 2023 and 58% in the first quarter of 2022. The Software and Services segment’s net sales represented 40% of our net sales in the first quarter of 2023 and 42% in the first quarter of 2022.

Net sales increased $279 million, or 15%, in the first quarter of 2023 compared to the first quarter of 2022. The $200 million, or 18%, increase in net sales within the Products and Systems Integration segment was driven by an increase of 14% in the North America region and an increase of 30% in the International region. The $79 million, or 10%, increase in net sales within the Software and Services segment was driven by an increase of 14% in the North America region and an increase of 3% in the International region. Net sales includes:

•an increase in the Products and Systems Integration segment, inclusive of $12 million of revenue from acquisitions, driven by an increase in LMR and Video; and

•an increase in the Software and Services segment, inclusive of $30 million of revenue from acquisitions, driven by an increase in LMR Services, Command Center and Video;

•inclusive of $45 million from unfavorable currency rates.

Regional results include:

•a 14% increase in the North America region, inclusive of revenue from acquisitions, driven by an increase in LMR, Video and Command Center; and

•a 16% increase in the International region, inclusive of revenue from acquisitions, driven by an increase in LMR, Video and Command Center.

Products and Systems Integration

The 18% increase in the Products and Systems Integration segment was driven by the following:

•$171 million, or 19% growth in LMR, inclusive of revenue from acquisitions, driven by the North America and International regions; and

•$29 million, or 15% growth in Video, inclusive of revenue from acquisitions, driven by the North America and International regions;

•inclusive of $19 million from unfavorable currency rates.

Software and Services

The 10% increase in the Software and Services segment was driven by the following:

•$31 million, or 6% growth in LMR services, inclusive of revenue from acquisitions, driven by the North America and International regions;

•$25 million, or 19% growth in Command Center, inclusive of revenue from acquisitions, driven by the North America region and International regions; and

•$23 million, or 20% growth in Video, inclusive of revenue from acquisitions, driven by the North America region and partially offset by the International region;

•inclusive of $26 million from unfavorable currency rates.

Gross Margin

Three Months Ended
(In millions) April 1, 2023 April 2, 2022 % Change
Gross margin $ 1,046 $ 857 22 %

Gross margin was 48.2% of net sales in the first quarter of 2023 compared to 45.3% in the first quarter of 2022. The primary drivers of this increase in gross margin as a percentage of net sales were:

•higher gross margin as a percentage of net sales in the Products and Systems Integration segment, inclusive of acquisitions, primarily driven by pricing actions and lower supply chain costs; partially offset by

•lower gross margin as a percentage of net sales in the Software and Services segment, inclusive of acquisitions, primarily driven by mix.

Selling, General and Administrative Expenses

Three Months Ended
(In millions) April 1, 2023 April 2, 2022 % Change
Selling, general and administrative expenses $ 368 $ 338 9 %

SG&A expenses increased 9% in the first quarter of 2023 compared to the first quarter of 2022. The increase in SG&A expenses was primarily due to higher expenses associated with acquired businesses and higher employee incentive expenses including shared-based compensation. SG&A expenses were 17.0% of net sales in the first quarter of 2023 compared to 17.9% of net sales in the first quarter of 2022.

Research and Development Expenditures

Three Months Ended
(In millions) April 1, 2023 April 2, 2022 % Change
Research and development expenditures $ 210 $ 188 12 %

R&D expenditures increased 12% in the first quarter of 2023 compared to the first quarter of 2022 primarily due to higher expenses associated with acquired businesses and higher share-based compensation. R&D expenditures decreased to 9.7% of net sales in the first quarter of 2023 compared to 9.9% of net sales in the first quarter of 2022.

Other Charges

Three Months Ended
(In millions) April 1, 2023 April 2, 2022
Other charges $ 69 $ 92

Other charges decreased by $23 million in the first quarter of 2023 compared to the first quarter of 2022. The change was driven primarily by the following:

•$55 million of intangible asset amortization expense in the first quarter of 2023 compared to $66 million of intangible asset amortization expense in the first quarter of 2022;

•$11 million of legal settlement charges in the first quarter of 2022 that did not recur in the first quarter of 2023;

•$2 million of acquisition-related transaction fees in the first quarter of 2023 compared to $10 million of acquisition-related transaction fees in the first quarter of 2022;

•$3 million of operating lease asset impairments in the first quarter of 2023 compared to $9 million of operating lease asset impairments in the first quarter 2022; and

•$2 million of fixed asset impairments in the first quarter of 2023 compared to $3 million of fixed asset impairment in the first quarter of 2022; partially offset by

•$13 million of Hytera legal settlement gains in the first quarter of 2022 that did not recur in the first quarter of 2023.

Operating Earnings

Three Months Ended
(In millions) April 1, 2023 April 2, 2022
Operating earnings from Products and Systems Integration $ 176 $ 39
Operating earnings from Software and Services 223 200
Operating earnings $ 399 $ 239

Operating earnings increased $160 million, or 67%, in the first quarter of 2023 compared to the first quarter of 2022. The increase in Operating earnings was due to:

•$137 million increase in the Products and Systems Integration segment, primarily driven by higher sales and lower material costs as well as improved operating leverage, partially offset by higher share-based compensation, a gain on Hytera Legal Settlement in Q1 2022 that did not recur in Q1 2023 and higher expenses associated with acquired businesses; and

•$23 million increase in the Software and Services segment, primarily driven by expenses related to legal settlements in Q1 2022 that did not recur in Q1 2023 and a reduction in intangible amortization expense, partially offset by a change in year-over-year mix and higher expenses associated with acquired businesses.

Interest Expense, net

Three Months Ended
(In millions) April 1, 2023 April 2, 2022
Interest expense, net $ (54) $ (56)

The $2 million decrease in Interest expense, net in the first quarter of 2023 compared to the first quarter of 2022 was primarily driven by higher interest income earned on cash, partially offset by higher outstanding debt.

Other, net

Three Months Ended
(In millions) April 1, 2023 April 2, 2022
Other, net $ 12 $ 34

The $22 million decrease in Other, net in the first quarter of 2023 compared to the first quarter of 2022 was primarily driven by:

•$19 million of foreign currency losses in the first quarter of 2023 compared to $23 million of foreign currency gains in the first quarter of 2022;

•$21 million gain on an equity method investment in the first quarter of 2022 that did not recur in the first quarter of 2023;

•$25 million of net periodic pension and postretirement benefit in the first quarter of 2023 compared to $32 million of net periodic pension and postretirement benefit in the first quarter of 2022; and

•$6 million of investment impairments in the first quarter of 2023 compared to $1 million of investment impairments in the first quarter of 2022; partially offset by

•$7 million gain on derivatives in the first quarter of 2023 compared to a $23 million loss on derivatives in the first quarter of 2022; and

•$3 million gain on fair value adjustments to equity investments in the first quarter of 2023 compared to an $18 million loss on fair value adjustments to equity investments in the first quarter of 2022.

Effective Tax Rate

Three Months Ended
(In millions) April 1, 2023 April 2, 2022
Income tax expense (benefit) $ 79 $ (49)

Income tax expense increased by $128 million in the first quarter of 2023 compared to the first quarter of 2022, resulting in an effective tax rate of 22%. Our effective tax rate for the three months ended April 1, 2023 of 22% was higher than the effective tax rate for the three months ended April 2, 2022 of (22)%, primarily due to a net deferred tax benefit as a result of an intra-group transfer of certain IP rights, a higher foreign derived intangible income deduction and higher excess tax benefits of share-based compensation in 2022.

Reorganization of Business

During the first quarter of 2023, we recorded net reorganization of business charges of $13 million, including $7 million of charges recorded within Other charges and $6 million of charges in Costs of sales in our Condensed Consolidated Statements of Operations. Included in the $13 million were charges of $15 million related to employee separation costs, partially offset by $2 million of reversals for accruals no longer needed.

During the first quarter of 2022, we recorded net reorganization of business charges of $10 million, including $7 million of charges in Other charges and $3 million of charges in Costs of sales in our Condensed Consolidated Statements of Operations. Included in the $10 million were charges of $12 million related to employee separation costs, partially offset by $2 million of reversals for accruals no longer needed.

The following table displays the net charges incurred by segment:

Three Months Ended
April 1, 2023 April 2, 2022
Products and Systems Integration $ 11 $ 8
Software and Services 2 2
$ 13 $ 10

Cash payments for employee severance in connection with the reorganization of business plans were $10 million in the first quarter of 2023 and $12 million in the first quarter of 2022. The reorganization of business accrual at April 1, 2023 was $29 million related to employee separation costs that are expected to be paid within one year.

At January 1, 2023, we had an accrual of $10 million for exit costs, related to our exit of the ESN contract with the Home Office in 2022. The $10 million of exit costs are recorded in Accrued liabilities in the our Condensed Consolidated Balance Sheet at April 1, 2023, and are expected to be paid within one year.

Liquidity and Capital Resources

Three Months Ended
April 1, 2023 April 2, 2022
Cash flows provided by (used for):
Operating activities $ (8) $ 152
Investing activities (53) (557)
Financing activities (263) (577)
Effect of exchange rates on cash and cash equivalents 21 (14)
Increase (decrease) in cash and cash equivalents $ (303) $ (996)

Cash and Cash Equivalents

At April 1, 2023, $599 million of the $1.0 billion cash and cash equivalents balance was held in the U.S. and $423 million was held in other countries, with $83 million held in the United Kingdom.

Operating Activities

The decrease in cash flows provided by operating activities from the first quarter of 2022 to the first quarter of 2023 was driven primarily by higher working capital and a one time $70 million cash tax payment related to an intellectual property reorganization completed in 2022.

Investing Activities

The decrease in cash flows used for investing activities in the first quarter of 2023 compared to the first quarter of 2022 was primarily due to a $508 million decrease in cash used for acquisitions and investments.

Financing Activities

The decrease in cash flows used for financing activities in the first quarter of 2023 compared to the first quarter of 2022 was primarily driven by (see also further discussion in the "Debt," "Share Repurchase Program" and "Dividends" sections below in this Part I, Item 2 of this Form 10-Q):

•$353 million decrease in share repurchases in the first quarter of 2023 compared to the first quarter of 2022;

•$26 million decrease in net proceeds from the issuance of common stock in connection with our employee stock option and employee stock purchase plans in the first quarter of 2023 compared to the first quarter of 2022; and

•$1 million decrease in repayments of debt in the first quarter of 2023 compared to the first quarter of 2022; partially offset by

•$14 million increase in the payment of dividends in the first quarter of 2023 compared to the first quarter of 2022.

Sales of Receivables

The following table summarizes the proceeds received from sales of accounts receivable and long-term customer financing receivables for the three months ended April 1, 2023 and April 2, 2022:

Three Months Ended
April 1, 2023 April 2, 2022
Contract-specific discounting facility $ — $ 49
Accounts receivable sales proceeds — 22
Long-term receivables sales proceeds 32 17
Total proceeds from receivable sales $ 32 $ 88

Debt

We had outstanding debt of $6.0 billion at each of April 1, 2023 and December 31, 2022, including the current portions of $1 million and $1 million, at April 1, 2023 and December 31, 2022, respectively.

We have a $2.25 billion syndicated, unsecured revolving credit facility scheduled to mature in March 2026 (the "2021 Motorola Solutions Credit Agreement"). The 2021 Motorola Solutions Credit Agreement includes a letter of credit sub-limit and fronting commitments of $450 million. Borrowings under the facility bear interest at the prime rate plus the applicable margin, or at a spread above the Secured Overnight Financing Rate ("SOFR"), at our option. An annual facility fee is payable on the undrawn amount of the credit line. The interest rate and facility fee are subject to adjustment if our credit rating changes. We must comply with certain customary covenants including a maximum leverage ratio, as defined in the 2021 Motorola Solutions Credit Agreement. We were in compliance with our financial covenants as of April 1, 2023. On February 8, 2023, we entered into an amendment to the 2021 Motorola Solutions Credit Agreement to replace the interest rate benchmark from London Interbank Offered Rate (LIBOR) to SOFR.

On September 5, 2019, we entered into an agreement with Silver Lake Partners to issue $1.0 billion of 1.75% senior convertible notes which mature in September 2024 ("Senior Convertible Notes"). Interest on these notes is payable semiannually. The Senior Convertible Notes became fully convertible on September 5, 2021. The notes are convertible based on a conversion rate of 4.9670 per $1,000 principal amount (which is equal to conversion price of $201.33 per share). In November 2021, the Company's Board of Directors approved an irrevocable determination requiring the future settlement of the principal amount of the Senior Convertible Notes to be settled in cash.

We have an unsecured commercial paper program, backed by the 2021 Motorola Solutions Credit Agreement, under which we may issue unsecured commercial paper notes up to a maximum aggregate principal amount of $2.2 billion outstanding at any one time. Proceeds from the issuances of the notes are expected to be used for general corporate purposes. As of April 1, 2023 we had no outstanding debt under the commercial paper program.

Share Repurchase Program

During the three months ended April 1, 2023, we paid an aggregate of $140 million, including transaction costs, to repurchase approximately 0.5 million shares at an average price of $261.75 per share. As of April 1, 2023, we had used approximately $14.9 billion of the share repurchase authority to repurchase shares, leaving $1.1 billion of authority available for future repurchases.

Dividends

During the first quarter of 2023 we paid $148 million in cash dividends to holders of our common stock. Subsequent to the quarter, we paid an additional $148 million in cash dividends to holders of our common stock.

Adequate Internal Funding Resources

We believe that we have adequate internal resources available to generate adequate amounts of cash to meet our expected working capital, capital expenditure and cash requirements for the next twelve months and the foreseeable future, as supported by the level of cash and cash equivalents in the U.S., the ability to repatriate funds from foreign jurisdictions, cash provided by operations, as well as liquidity provided by our commercial paper program backed by the 2021 Motorola Solutions Credit Agreement.

We do not anticipate a material decrease to net future cash flows generated from operations. We expect to use our available cash, investments, and debt facilities to support and invest in our business. This includes investing in our existing products and technologies, seeking new acquisition opportunities related to our strategic growth initiatives and returning cash to shareholders through common stock cash dividend payments (subject to the discretion of our Board of Directors) and share repurchases. Refer also to the “Macroeconomic Events” section in this Part I, Item 2 of this Form 10-Q for a discussion of the impact of macroeconomic events on our liquidity.

Long-Term Customer Financing Commitments

We had outstanding commitments to provide long-term financing to third parties totaling $153 million at April 1, 2023, compared to $65 million at December 31, 2022.

Recent Accounting Pronouncements

See "Recent Accounting Pronouncements" and “Recently Adopted Accounting Pronouncements” in Note 1, “Basis of Presentation” to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to our interest rate risk or foreign currency risk during the three months ended April 1, 2023. For a discussion of our exposure to interest rate risk and foreign currency risk, refer to our disclosures set forth in Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk” of the Form 10-K.

Item 4. Controls and Procedures

(a) 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 Form 10-Q (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 Solutions, 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 Solutions’ management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b) 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 April 1, 2023 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Item 1. Legal Proceedings

In addition to the matter referenced below, the Company is subject to legal proceedings and claims that have not been fully resolved and which have arisen in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company's condensed consolidated financial position, liquidity, or results of operations. However, an unfavorable resolution could have a material adverse effect on the Company's condensed consolidated financial position, liquidity, or results of operations in the periods in which the matters are ultimately resolved, or in the periods in which more information is obtained that changes management's opinion of the ultimate disposition.

Refer to the description of "Hytera Litigation" in Note 12, “Commitments and Contingencies,” to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for information regarding our legal proceedings.

Item 1A. Risk Factors

There have been no material changes to the risk factors previously disclosed in the Form 10-K, other than the updates below.

We are exposed to risks under large, multi-year system and services contracts that may negatively impact our business.

We enter into large, multi-year system and services contracts with municipal, state, and nationwide government and commercial customers. In some cases, we may not be the prime contractor and may be dependent on other third-parties such as commercial carriers or systems integrators. Our entry into these contracts exposes us to risks, including among others: (i) technological risks, (ii) risk of defaults by third-parties on whom we are relying for products or services as part of our offering or who are the prime contractors, (iii) financial risks, including potential penalties applicable to us if performance commitments in managed services contracts are not met, the estimates inherent in projecting costs associated with such contracts, the fact that such contracts often only receive partial funding initially and may be cancellable on short notice with limited penalties, our inability to recover front-loaded capital expenditures in long-term managed services contracts, the impact of the termination of funding for a government program or the insolvency of a commercial customer, and the impact of currency fluctuations and inflation, (iv) cybersecurity risk, especially in managed services contracts with public safety and commercial customers that process data, and (v) political or regulatory risk, especially related to the contracts with government customers, including our Airwave and Emergency Services Network (“ESN”) government contracts in the UK.

For example, with respect to financial risks of such contracts, in the third quarter of 2022, we realized a fixed asset impairment loss of $147 million related to our ESN service contract with the Home Office of the UK. Moreover, with respect to the political or regulatory risks of such contracts, in October 2021, the UK’s Competition and Markets Authority (the “CMA”) announced that it had opened a market investigation into the Mobile Radio Network for the Police and Emergency Services. This investigation affects Airwave, our private mobile radio communications network that we acquired in 2016. Airwave provides mission-critical voice and data communications to public emergency service agencies in Great Britain. In April 2023, the CMA published a final decision which states the CMA intends to implement a prospective price control on the Airwave contract. We disagree with the CMA’s decision and expect to file an appeal; however, if the appeal is unsuccessful, prospective price controls on the Airwave contract could be implemented.

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

Our customers and suppliers are located throughout the world. In 2022, 30% of our revenue was generated outside of North America. In addition, 47% of our employees were employed outside of North America in 2022. Most of our suppliers' operations are outside the U.S.

A significant amount of manufacturing and research and development of our products, as well as administrative and sales facilities, takes place outside of the U.S. If the operations in these facilities are disrupted, our business, financial condition, results of operation, and cash flows could be negatively impacted.

Because of these sizable sales and operations outside of the U.S., we have more complexity in our operations and are exposed to a unique set of global risks that could negatively impact our business, financial condition, results of operations, and cash flows, including but not limited to: (i) currency fluctuations, including but not limited to increased pressure to agree to established currency conversion rates and cost of living adjustments as a result of foreign currency fluctuations, (ii) 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, (iii) compliance with and changes in U.S. and non-U.S. laws or regulations related to antitrust and competition (such as the CMA’s findings in connection with its market investigation into the Mobile Radio Network for the Police and Emergency Services), anti-corruption (such as the Foreign Corrupt Practices Act and the U.K. Bribery Act), trade, labor and employment, environmental, health and safety, technical standards, consumer protection, intellectual property and data privacy, (iv) tax issues, such as tax law changes, variations in tax laws from country to country and as compared to the U.S., obligations under tax incentive agreements, and difficulties in securing local country approvals for cash repatriations, (v) reduced financial flexibility given that a significant percentage of our cash and cash equivalents is currently held outside of the U.S., (vi) challenges in collecting accounts

receivable, (vii) cultural and language differences, (viii) instability in economic or political conditions, including inflation, recession and actual or anticipated military or political conflicts (such as the Russia-Ukraine conflict) and terrorism, (ix) natural disasters, (x) public health issues or outbreaks or pandemics, such as the continuing COVID-19 pandemic, and (xi) litigation in foreign court systems and foreign enforcement or administrative proceedings.

Additionally, the benefits we receive under various agreements we have entered into with non-U.S. governments and agencies relate to our operations and/or sales in such foreign jurisdictions. If our operations or sales are not at levels originally anticipated, we may be at risk of having to reimburse benefits already granted, which could increase our cost of doing business in such foreign jurisdictions.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table provides information with respect to acquisitions by the Company of shares of its common stock during the quarter ended April 1, 2023.

Period (a) Total Number<br>of Shares<br>Purchased (b) Average Price<br><br>Paid per<br><br>Share (1) (c) Total Number<br><br>of Shares Purchased<br><br>as Part of Publicly<br><br>Announced Plans<br><br>or Program (2) (d) Approximate Dollar<br><br>Value of Shares that<br><br>May Yet Be Purchased<br><br>Under the Plans or<br><br>Program(2)
12/29/2022 to 01/25/2023 172,724 $ 258.14 172,724 $ 1,240,506,086
01/26/2023 to 02/22/2023 91,030 $ 258.14 91,030 $ 1,217,007,949
02/23/2023 to 03/29/2023 271,587 $ 265.26 271,587 $ 1,144,967,204
Total 535,341 $ 261.75 535,341

(1)Average price paid per share of common stock repurchased is the execution price, including commissions paid to brokers.

(2)As originally announced on July 28, 2011, and subsequently amended, the Board of Directors has authorized the Company to repurchase an aggregate amount of up to $16.0 billion of its outstanding shares of common stock (the “share repurchase program”). The share repurchase program does not have an expiration date. As of April 1, 2023, the Company had used approximately $14.9 billion, including transaction costs, to repurchase shares, leaving $1.1 billion of authority available for future repurchases.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

Item 6. Exhibits

Exhibit No. Exhibit
10.1 First Amendment,dated as of February8,2023,by andamong Motorola Solutions, Inc., JPMorgan Chase Bank, N.A., as administrativeagentand the several lenders and agents party thereto (incorporated by reference to Exhibit 10.1 to Motorola Solutions,Inc.’sCurrent Report on Form 8-K filed onFebruary 10, 2023).
*10.2 2023-2025 Performance Measures under the Motorola Solutions, Inc. Long Range Incentive Plan (LRIP), as approved on February 24, 2023.
*10.3 Form of Motorola Solutions, Inc. Restricted Stock Unit Award Agreement for grants to Appointed Vice Presidents and Elected Officers on or after March 9, 2023.
*10.4 Form of Motorola Solutions, Inc. Restricted Stock Unit Award Agreement for grants to Employees on or after March 9, 2023.
*10.5 Form of Motorola Solutions, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options for grants on or after March 9, 2023.
*10.6 Form of Motorola Solutions, Inc. Stock Option Consideration Agreement for grants on or after March 9, 2023.
*10.7 Form of Motorola Solutions, Inc. Performance Stock Unit Award Agreement for grants to non-Section 16 Officers on or after March 9, 2023.
*10.8 Form of Motorola Solutions, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options for grants to Section 16 Officers on or after March 9, 2023.
*10.9 Form of Motorola Solutions, Inc. Performance Stock Unit Award Agreement for grants to Section 16 Officers on or after March 9, 2023.
*10.10 Form of Motorola Solutions, Inc. Market Stock Unit Award Agreement for grants to Section 16 Officers on or after March 9, 2023.
*10.11 Form of Motorola Solutions, Inc. Performance Option Award Agreement for grants to Section 16 Officers on or after March 9, 2023.
*10.12 Form of Motorola Solutions, Inc. Restricted Stock Unit Award Agreement for grants to Section 16 Officers on or after March 9, 2023.
*10.13 Form of Motorola Solutions, Inc. Performance Stock Unit Award Agreement for grants to Gregory Q. Brown on or after March 9, 2023.
*10.14 Form of Motorola Solutions, Inc. Market Stock Unit Award Agreement for grants to Gregory Q. Brown on or after March 9, 2023.
*10.15 Form of Motorola Solutions, Inc. Performance Option Award Agreement for grants to Gregory Q. Brown on or after March 9, 2023.
*10.16 Form of Motorola Solutions, Inc. Stock Option Consideration Agreement for Gregory Q. Brown for grants on or after March 9, 2023.
*31.1 Certification of Gregory Q. Brown pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2 Certification of Jason J. Winkler pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
**32.1 Certification of Gregory Q. Brown pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**32.2 Certification of Jason J. Winkler pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Scheme Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

___________________________________

* Filed herewith
** Furnished herewith
MOTOROLA, MOTOROLA SOLUTIONS and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. All other trademarks are the property of their respective owners. ©2023 Motorola Solutions, Inc. All rights reserved.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

MOTOROLA SOLUTIONS, INC.
By: /S/ KATHERINE MAHER
Katherine Maher<br><br>Corporate Vice President and<br><br>Chief Accounting Officer<br><br>(Principal Accounting Officer & Duly Authorized Officer)

May 4, 2023

38

Document

Exhibit 10.2

Motorola Solutions, Inc.

2023-2025 Long Range Incentive Plan (LRIP) Terms

As Approved by the Compensation and Leadership Committee

On February 24, 2023

Design Feature 2023-2025 LRIP
Performance Cycle Three years from January 1, 2023 through December 31, 2025
Eligible Population Corporate Vice Presidents and above
Performance Criteria Relative Total Shareholder Return (TSR)<br><br>TSR Defined as:<br><br>Ending stock price<br><br>(Daily average during the final three months of the Performance Cycle)<br><br>+    Value of reinvested dividends<br><br>=    Total ending value<br><br>–    Beginning stock price<br><br>(Daily average during the three months preceding the Performance Cycle)<br><br>=    Total value created<br><br>÷    Beginning share price<br><br>(Daily average during the three months preceding the Performance Cycle)<br><br>= Total shareholder return
Negative TSR Component If the resulting TSR performance for Motorola Solutions is negative, the Committee will have full discretion to reduce the final calculated payout.

Exhibit 10.2

Motorola Solutions, Inc.

2023-2025 Long Range Incentive Plan (LRIP) Terms

As Approved by the Compensation and Leadership Committee

On February 24, 2023

Comparator Group S&P 500 defined as companies in the S&P 500 at the beginning of the performance period; must be publically traded on or after July 1, 2024 to be included in the TSR percentile calculation at the end of the performance cycle.
Payout<br><br>Scale Relative TSR Payout Scale<br><br>MSI 3-Year TSR<br>Percentile Rank<br>Payout Factor<br><br>90th – 100th Percentile<br>250%<br><br>80th – 89.99th Percentile<br>200%<br><br>70th – 79.99th Percentile<br>175%<br><br>60th – 69.99th Percentile<br>150%<br><br>55th – 59.99th Percentile<br>110%<br><br>50th – 54.99th Percentile<br>90%<br><br>45th – 49.99th Percentile<br>80%<br><br>35th – 44.99th Percentile<br>50%<br><br>30th – 34.99th Percentile<br>30%<br><br>< 30.00th Percentile<br>0%

Document

Exhibit 10.3

RESTRICTED STOCK UNIT AWARD AGREEMENT

Recipient: %%FIRST_NAME_MIDDLE_NAME_LAST_NAME%-% Date of Grant:<br><br>%%OPTION_DATE,'Month DD, YYYY'%-%
Employee ID:<br><br>%%EMPLOYEE_IDENTIFIER%-% Number of Restricted Stock Units:<br><br>%%TOTAL_SHARES_GRANTED%-%

Motorola Solutions, Inc. (“Motorola Solutions” or the “Company”) is pleased to grant you this Restricted Stock Unit Award (“Award”) under the Motorola Solutions Amended and Restated Omnibus Incentive Plan of 2015, as may be amended (the “Plan”). The Date of Grant and the total number of Motorola Solutions restricted stock units (the “Units”) are stated above. The summary vesting schedule stated above is subject to the terms and conditions of the Agreement (defined below), including, but not limited to, the special vesting conditions set forth in Section 3 below. Each Unit granted represents an unsecured contractual obligation of the Company to issue one share of Motorola Solutions Common Stock (“Common Stock”) upon satisfaction of the terms and conditions set forth in the this Restricted Stock Unit Award Agreement (the “Award Agreement”), including any country-specific terms for your country set forth in the appendix attached hereto (the “Appendix” and, together with the Award Agreement, the “Agreement”), and to all of the terms and conditions of the Plan.

WHEREAS, the Award is being made by the Compensation and Leadership Committee (the “Compensation Committee”) of the Board of Directors of the Company;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the Company hereby awards Units to you on the following terms and conditions:

1.Award of Restricted Stock Units. The Company hereby grants you the total number of Units stated above subject to the terms and conditions set forth in the Agreement, including any country-specific terms for your country set forth in the Appendix, and to all of the terms and conditions of the Plan. Each Unit granted represents an unsecured contractual obligation of the Company to issue one share of Common Stock upon satisfaction of the terms and conditions set forth in the Agreement.

2.Restrictions. The Units are being awarded to you subject to the transfer and forfeiture conditions set forth below (the “Restrictions”). In its sole discretion, the Compensation Committee or its delegee 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 Compensation Committee (or its delegee):

a.No Assignment. Prior to the vesting of the Units as described in Section 3 below, you may not directly or indirectly, in any capacity, 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 you violate or attempt to violate this transfer restriction.

b.Restricted Conduct. As consideration for the Units(s) granted above under the terms of the Award Agreement and in acknowledgement of Motorola Solutions having provided you with confidential and proprietary information as a Motorola Solutions vice president or elected officer, you agree that you will comply with the restrictions set forth in subparagraphs (i) through (vi) below. If you violate or attempt to violate any of the restrictions described in subparagraphs (i) through (vi) below for any reason, you acknowledge and agree that the Company would suffer irreparable harm, will have no adequate remedy at law and shall be entitled to injunctive relief. You also acknowledge and agree that in addition to all remedies in law and/or equity available to the Company or any Subsidiary (as defined in Section 27 below), including without limitation injunctive relief or the recovery of liquidated damages, you 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 27 below) of the 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 Tax-Related Items (as defined in Section 9) that may have been deducted from such amount. For purposes of subparagraphs (i) through (vi) below, “Company” or “Motorola Solutions” shall mean Motorola Solutions, Inc. and/or any of its Subsidiaries.

i.Confidential Information. During the course of your employment with the Company or any Subsidiary and (A) at any time thereafter, you agree that you will not use or disclose, except on behalf of the Company and pursuant to the Company’s directions, any trade secrets of the Company, and (B) for fifteen years following the termination of your employment with the Company or any Subsidiary, you agree that you will not use or disclose, except on behalf of the Company and pursuant to the Company’s directions, any Confidential Information (as defined in Section 27 below);

ii.Solicitation of Employees. During your employment and for a period of one year following the termination of your employment for any reason, you agree that 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 who possesses Confidential Information of the Company to terminate his/her employment with the Company and/or to seek employment with your new or prospective employer, or any other company;

iii.Solicitation of Customers. During your employment and for a period of one year following the termination of your employment for any reason, you agree that you will not, directly or indirectly, in any capacity, on behalf of yourself 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 you had direct or indirect contact regarding those products or services or about which you learned Confidential Information at any time during the two years prior to your termination of employment with the Company;

iv.Non-Competition regarding Products or Services. During your employment and for a period of one year following the termination of your employment for any reason, you agree that you 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 you had direct or indirect contact regarding those products or services or about which customer you learned Confidential Information at any time during the two years prior to your termination of employment with the Company;

v.Non-Competition regarding Activities. During your employment and for a period of one year following the termination of your employment for any reason, you agree that you will not, directly or indirectly, in any capacity, for your new or prospective employer, or any other person, company, or entity, accept employment involving or otherwise engage in any activity or activities competitive with or similar to any activity or activities in which you engaged at any time during the two years preceding termination of your employment with the Company in connection with any products, services, projects or technological developments (existing or planned) on which you worked or about which you learned Confidential Information at any time during the one year preceding

termination of your employment; provided that this sub-paragraph (v) applies in any countries in which you have physically been present performing work for the Company at any time during the two years preceding termination of your employment; and

vi.Non-Competition regarding Other Companies. During your employment and for a period of one year following the termination of your employment for any reason, your agrees that you will not, directly or indirectly, in a similar capacity in which you provided services to the Company, accept employment with, render services to and/or act as an agent, associate, independent contractor, consultant, manager, member or partner of any person, company, or entity that competes with the Company in connection with any products, services, projects or technological developments (existing or planned) on which you worked or about which you learned Confidential Information at any time during the one year preceding termination of your employment.

a.Recoupment Policy. If you are an officer subject to Section 16, or become subject to Section 10D, 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, including as it may be amended to comply with Section 10D of the Exchange Act, the “Recoupment Policy”). The Recoupment Policy provides that, in the event of certain accounting restatements (a “Policy Restatement”), the Company’s independent directors may require, among other things, as applicable, (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 you. The Recoupment Policy is in addition to any other remedies which may be otherwise available to the Company at law, in equity or under contract, or otherwise required by law, including under Section 10D of the Exchange Act.

You expressly agree that the Company may take such actions as are necessary or appropriate to effectuate the foregoing (as applicable to you) or applicable law without further consent or action being required by you. For purposes of the foregoing and as a condition to the grant, you expressly and explicitly authorize the Company to issue instructions, on your behalf, to the Designated Broker (as defined in Section 27 below) (or any other stock plan service provider engaged by the Company to administer awards granted under the Plan) to re-convey, transfer or otherwise return such shares of Common Stock and/or other amounts to the Company.

You are hereby advised in writing to consult with an attorney before entering into the restrictions outlined in this Section 2. You acknowledge that prior to acceptance of this Agreement, you have been advised by the Company of your right to seek independent advice from an attorney of your own selection regarding this Agreement, including the restraints imposed upon you pursuant to this Section 2. You acknowledge that you have entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. You further represent that in entering into this Agreement, you are not relying on any statements or representations made by any of the Company's directors, officers, employees or agents which are not expressly set forth herein, and that you are relying only upon your own judgment and any advice provided by the your attorney. You acknowledge that you have been provided at minimum 14 calendar days to review the provisions contained herein.

Notwithstanding the foregoing, nothing in this Section 2 is intended to or shall limit, prevent, impede or interfere with your non-waivable right, without prior notice to the Company, to provide information to the government, participate in investigations, testify in proceedings regarding the Company or any Subsidiary's past or future conduct, engage in any activities protected under whistleblower statutes, or to receive and fully retain a monetary award from a government-

administered whistleblower award program for providing information directly to a government agency (and for purpose of clarity, you are not prohibited from providing information voluntarily to the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 21F of the Exchange Act). You do not need prior authorization from the Company to make any such reports or disclosures and are not required to notify the Company that you have made such reports or disclosures.

1.In addition, and notwithstanding the foregoing, the U.S. Defend Trade Secrets Act of 2016 (“DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (x) files any document containing the trade secret under seal and (y) does not disclose the trade secret, except pursuant to court order.Vesting. Subject to the terms and conditions of the 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 in accordance with the following schedule (the applicable date, the “RSU Vesting Date”):

Shares Vest Date
%%SHARES_PERIOD1%-% %%VEST_DATE_PERIOD1,'Month DD, YYYY'%-%
%%SHARES_PERIOD2%-% %%VEST_DATE_PERIOD2,'Month DD, YYYY'%-%
%%SHARES_PERIOD3%-% %%VEST_DATE_PERIOD3,'Month DD, YYYY'%-%
%%SHARES_PERIOD4%-% %%VEST_DATE_PERIOD4,'Month DD, YYYY'%-%

i.The period from the Date of Grant through the last vesting date set forth above is referred to as the “Restriction Period”. Any unvested Units shall be automatically forfeited upon your termination of employment with Motorola Solutions 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 you any consideration whatsoever for forfeited Units.

ii.For purposes of the Award, your employment with the Company or a Subsidiary shall be considered terminated as of the date that you are no longer considered an employee on the payroll of Motorola Solutions or a Subsidiary; the Company shall have the exclusive discretion to determine when your employment with the Company or a Subsidiary has terminated for purposes of the Award.

iii.If, during the Restriction Period, you take a Leave of Absence (as defined in Section 27 below) from Motorola Solutions or a Subsidiary, the Units will continue to be subject to the terms of the Agreement. If the Restriction Period expires while you are on a Leave of Absence, you will be entitled to the Units even if you have not returned to active employment.

a.Change in Control. If a Change in Control of the Company occurs and the successor corporation (or parent thereof) does not assume the Award or replace it with a comparable award, then the Units shall fully vest on the date of such Change in Control;

provided, further, that if the Award is assumed or replaced, any agreement or other documentation providing for such assumption or replacement shall provide that the assumed or replaced Award shall be fully vested in the event of your involuntary termination (for a reason other than “Cause”) or if you quit for “Good Reason,” in either case within 24 months of the Change in Control. For purposes of this paragraph, the terms “Change of Control”, “Cause” and “Good Reason” are defined in the Plan.

b.Total and Permanent Disability. All unvested Units shall fully vest upon your termination of employment with Motorola Solutions and its Subsidiaries due to Total and Permanent Disability (as defined in Section 27 below).

c.Death. All unvested Units shall fully vest upon your termination of employment with Motorola Solutions and its Subsidiaries due to death.

d.Certain Terminations of Employment. In the case of a Termination due to a Divestiture (as defined in Section 27 below) in which the Units are not assumed by your successor employer (or a parent or subsidiary thereof) or replaced with an award at least comparable to these Units, or if Motorola Solutions or a Subsidiary terminates your employment for reasons other than for Serious Misconduct (as defined in Section 27 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 (i)(A) the total number of Units subject to the Award, multiplied by (B) 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 termination and the denominator of which is the Restriction Period, minus (ii) any Units that vested prior to such termination. Any Units remaining unvested at the date of such termination shall be forfeited.

1.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 U.S. brokerage account for you with the Designated Broker (as defined in Section 27) and credit to that account the number of shares of Common Stock equal to the number of Units that have vested, less any Tax-Related Items (as defined in Section 9 below); or (ii) deliver to you a certificate representing a number of shares of Common Stock equal to the number of Units that have vested, less any shares withheld or sold to cover Tax-Related Items (as defined in Section 9 below).

b.Subject to Section 26, the actions contemplated by clauses (i) and (ii) above shall occur within 60 days following the date that the applicable Units vested.

2.Whole Shares. Vested Units shall be paid in whole shares of Common Stock; no fractional shares shall be credited or delivered to you.

3.Adjustments. The Units shall be subject to adjustment as provided in Section 15 of the Plan.

4.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.

5.Dividends and Stockholder Rights.

a.Dividends. No dividends (or dividend equivalents) shall be paid with respect to Units credited to your account.

b.Stockholder Rights. You 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.

6.Tax-Related Items.

a.Responsibility for Taxes. By accepting the Award, you acknowledge and agree that:

i.regardless of any action taken by the Company or, if different, your employer (the “Employer”), you shall be ultimately responsible for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or legally imposed on the Company or the Employer as a result of your participation in the Plan and deemed by the Company or the Employer to be an appropriate charge to you (“Tax-Related Items”);

ii.your liability for Tax-Related Items may exceed the amount, if any, actually withheld by the Company or the Employer;

iii.the Company and/or the Employer make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the Units, the subsequent sale of shares of Common Stock acquired pursuant to such settlement and the receipt of any dividends;

iv.the Company and/or the Employer do not commit to and are under no obligation to structure the terms of the grant of the Award or any aspect of the Award to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result; and

v.if you are subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, 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.

a.Withholding Taxes. In connection with any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, 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 shares of Common Stock otherwise deliverable to you in connection with vesting of the Units; or

ii.withholding from proceeds of the sale of shares of Common Stock acquired upon vesting of the Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization).

Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering statutory or other withholding rates, including minimum and maximum rates applicable in the relevant jurisdiction(s). In the event of over-withholding, you may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Common Stock), or if not refunded, you may seek a refund from the local tax authorities. In the event of under-withholding, you

may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or Employer. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, you are deemed to have been issued the full number of shares of Common Stock subject to the vested Units, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the shares of Common Stock, or the proceeds of the sale of such shares, if you fail to comply with your obligations in connection with the Tax-Related Items.

a.Withholding Taxes for Section 16 Officers. Notwithstanding Section 9(b) above, if you are considered an officer for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) you may elect to satisfy your obligations for Tax-Related Items by one of the withholding methods set forth in Section 9(b)(i) - (ii) above, unless otherwise set forth in the Appendix for your country. In the absence of such an election, the Company and/or the Employer will satisfy the obligations with regard to all Tax-Related Items by withholding in shares of Common Stock otherwise deliverable in connection with the applicable vesting Units, as set forth in Section 9(b)(i), unless the use of such withholding method is problematic under applicable tax or securities laws, or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items will be satisfied by the methods set forth in Sections 9(b)(ii) above.

1.Nature of Grant. By accepting the Award, you acknowledge, understand and agree that:

a.the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

b.the grant of Units is exceptional, voluntary, non-recurrent and occasional and does not create any contractual or other right to receive future grants of Units, or benefits in lieu of Units, even if Units have been granted in the past;

c.all decisions with respect to future grants of Units or other awards, if any, will be at the sole discretion of the Company;

d.the Award and your participation in the Plan shall not create or amend an employment or service contract with the Company, the Employer or any Subsidiary, and shall not interfere with the ability of the Company, the Employer or any Subsidiary, as applicable, to terminate your employment relationship (if any) at any time;

e.you are voluntarily participating in the Plan;

f.the Units and the shares of Common Stock subject to the Units are not intended to replace any pension rights or compensation;

g.the Units and the shares of Common Stock subject to the Units, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, leave-related pay, pension or retirement benefits or payments, welfare benefits or any similar mandatory payments;

h.the future value of the shares of Common Stock underlying the Units is unknown, indeterminable and cannot be predicted with certainty;

i.except as otherwise provided in the Agreement, in the Plan or by the Company in its discretion, the Units and the benefits evidenced by the Agreement do not create any entitlement to have the Units or any such benefits transferred to, or assumed by, another

company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Common Stock of the Company;

j.unless otherwise agreed with the company in writing, the Units and the shares of Common Stock subject to the Units, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of any Subsidiary;

k.the Units and the shares of Common Stock subject to the Units are not part of normal or expected compensation or salary for any purpose;

l.none of the Company, the Employer or any Subsidiary shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value of the Units or of any amounts due to you pursuant to the settlement of the Units or the subsequent sale of any shares of Common Stock acquired upon settlement of the Units; and

m.no claim or entitlement to compensation or damages shall arise from forfeiture of the Units resulting from the termination of your employment (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any).

2.Acknowledgements. Except, with respect to the subject matter of Sections 2(b)(i) through (v) and Sections 16 and 17 hereof, the Agreement represents the entire agreement between you and 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 17 below to be unenforceable, in whole or in part, the remainder of this Agreement shall nevertheless be enforceable and binding on the parties. You hereby 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, by accepting the Award, you affirmatively state that you have not, will not and cannot rely on any representations not expressly made herein.

3.Motorola Solutions Assignment Rights. Motorola Solutions shall have the right to assign the Agreement, which shall not affect the validity or enforceability of the Agreement. The Agreement shall inure to the benefit of assigns and successors of Motorola Solutions.

4.Actions by the Compensation Committee. The Compensation Committee may delegate its authority to administer the Agreement. The actions and determinations of the Compensation Committee or its delegate shall be binding upon the parties.

5.Agreement Following Termination of Employment.

a.You agree that upon termination of employment with Motorola Solutions or a Subsidiary (as defined in Section 27 below), you will immediately inform Motorola Solutions of (i) the identity of any new employer (or the nature of any start-up business or self-employment), (ii) your new title, and (iii) your job duties and responsibilities.

b.You hereby authorize Motorola Solutions or a Subsidiary to provide a copy of the Agreement to your new employer. You further agree to provide information to Motorola Solutions or a Subsidiary as may from time to time be requested in order to determine your compliance with the terms hereof.

6.Consent to Transfer Personal Data.

a.By accepting the Award, you hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in the Agreement and any other Award grant materials (“Data”) by and among, as applicable, the Employer, the Company and any Subsidiary for the exclusive purpose of implementing, administering and managing your participation in the Plan. You understand that Data may include certain personal data about you, including, but not limited to, your name, home address, email address and telephone number, date of birth, social insurance number, passport number or other identification number, salary, nationality, job title, any shares of Common Stock or directorships held in the Company, details of all Units or any other entitlement to shares of Common Stock awarded, canceled, purchased, exercised, vested, unvested or outstanding in your favor, for the exclusive purpose of implementing, administering and managing the Plan. The Company collects Data directly from you or from other sources such as the Designated Broker..

b.You understand that Data will be transferred to the Designated Broker, which is assisting the Company with the implementation, administration and management of the Plan. Motorola Solutions and/or its Subsidiaries will transfer Data among themselves as necessary for the exclusive purpose of implementation, administration and management of your participation in the Plan, and Motorola Solutions and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Solutions in the implementation, administration and management of the Plan. Data also may also be shared with the Company’s information technology and human resources service providers, with its legal and professional advisors and with governmental authorities, including taxation authorities. You understand that the recipients of Data may be located in the United States or elsewhere, and that a recipient’s country of operation (e.g., the United States) may have different data privacy laws and protections than your country of residence. You understand that if you reside outside the United States or in the state of California, you may request a list with the names and addresses of any recipients of Data by contacting your human resources representative.

c.You authorize the Company, the Designated Broker and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. The Company has entered into written contracts with its third party service providers to process your Data pursuant to the Company’s instructions. The Company does not sell your Data. It also does not share your Data with other recipients other than as stated in this Agreement.

d.You understand that Data will be held only as long as is necessary and in accordance with applicable law to implement, administer and manage your participation in the Plan. You understand if you reside outside the United States or in the state of California, you may, at any time, view or access Data, request additional information about the storage and processing of Data, request any necessary amendments or corrections to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your human resources representative. You understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to withdraw your consent, your employment status with the Employer will not be affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to make grants of Units or other awards to you, or administer or maintain such awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. The Company does not discriminate against you for exercising your rights with respect to your Data. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your human resources representative.

e.If you work or reside in the European Union, European Economic Area, Switzerland or the United Kingdom, you acknowledge that you have read the Terms and Conditions

appearing in the Appendix to this Award Agreement for Countries within the European Union, European Economic Area, Switzerland and the United Kingdom related to the European General Data Protection Regulation.

f.If you work or reside in the state of California, you acknowledge that you have read the Motorola Solutions U.S. Personnel Privacy Notice available on the Motorola Solutions website at [_____].

7.Remedies for Breach. You hereby acknowledge that the harm caused to the Company by the breach or anticipated breach of 2(b)(i), (ii), (iii), (iv), (v) and/or (vi) hereof will be irreparable and further agree the Company may obtain injunctive relief against you in addition to and cumulative with any other legal or equitable rights and remedies the Company may have pursuant to the Agreement, any other agreements between you and the Company for the protection of Confidential Information or law, including the recovery of liquidated damages. You agree that any interim or final equitable relief entered by a court of competent jurisdiction, as specified in Section 17 below, will, at the request of the Company, be entered on consent and enforced by any such court having jurisdiction over you. 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.

8.Governing Law and Choice of Venue. All questions concerning the construction, validity and interpretation of the Agreement shall 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 the Agreement shall be brought only in the state or federal courts of Illinois.

9.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 underlying shares of Common Stock. You acknowledge and agree that you should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.

10.Compliance with Law. Notwithstanding any other provision of the Plan or the Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the shares of Common Stock, the Company shall not be required to deliver any shares of Common Stock issuable upon vesting of the Units prior to the completion of any registration or qualification of the Common Stock under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the SECor of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. You understand that the Company is under no obligation to register or qualify the Common Stock with the SEC or any state or foreign securities commission, or to seek approval or clearance from any governmental authority for the issuance or sale of the shares of Common Stock. Further, you agree that the Company shall have unilateral authority to amend the Plan and the Agreement without your consent to the extent necessary to comply with securities or other laws applicable to issuance of shares of Common Stock.

11.Insider Trading Restrictions/Market Abuse Laws. You acknowledge that, depending on your country of residence or the Designated Broker’s country or country where the Common Stock is listed, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to accept, acquire, sell, attempt to sell or otherwise dispose of Common Stock, rights to Common Stock (e.g., Units) or rights linked to the value of Common Stock during such times as you are considered to have “inside information” regarding the Company (as defined by or determined under the laws in the applicable jurisdiction). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before possessing inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party, which may include your fellow employees (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to

any restrictions that may be imposed under any applicable Company insider trading policy. You are responsible for ensuring compliance with any applicable restrictions and should consult your personal legal advisor on this matter.

12.Language. You acknowledge that you are sufficiently proficient in English or have consulted with an advisor who is sufficiently proficient in English to understand the terms and conditions of the Agreement. Furthermore, if you have received the Agreement or any other document related to the Award and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

13.Exchange Control, Tax and/or Foreign Asset/Account Reporting. You acknowledge that there may be exchange control, tax, foreign asset and/or account reporting requirements which may affect your ability to acquire or hold shares of Common Stock acquired under the Plan or cash received from participating in the Plan (including from any dividends paid on shares of Common Stock acquired under the Plan) in a brokerage/bank account or legal entity outside your country. You may be required to report such accounts, assets, the balances therein, the value thereof and/or the transactions related thereto to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker within a certain time after receipt. In addition, you agree to take any and all actions, and consent to any and all actions taken by the Company or the Employer as may be required to allow the Company or the Employer to comply with local laws, rules and regulations in your country of residence (and country of employment, if different). Finally, you agree to take any and all actions as may be required to comply with your personal legal and tax obligations under local laws, rules and regulations in your country of residence (and country of employment, if different).

14.Electronic Delivery and Acceptance. 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.

15.Appendix. Notwithstanding any provision of the Agreement, the Award shall be subject to any terms and conditions set forth in the Appendix to this Award Agreement for your country. Moreover, if you relocate to one of the countries included in the Appendix, the terms and conditions for such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of the Agreement.

16.Imposition of Other Requirements. The Company reserves the right to impose other requirements on your participation in the Plan, on the Units and on any shares of Common Stock acquired under the Plan (or the proceeds from the sale of such shares), to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

17.409A Compliance Applicable to You Only if Subject to U.S. Tax.

a.Notwithstanding any provision of the Agreement to the contrary, if you are a “specified employee” (certain officers of Motorola Solutions or its Subsidiaries or certain employee-stockholders of Motorola Solutions, both within the meaning of U.S. Treasury Regulation Section 1.409A-1(i) and using the identification methodology selected by Motorola Solutions from time to time and in accordance with U.S. Treasury Regulation Section 1.409A-1(i)) on the date of your termination of employment, any payment which would be considered “nonqualified deferred compensation” within the meaning of Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), that you are 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 your

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 your termination of employment, and (ii) your death.

b.Notwithstanding any provision of the Agreement that requires the Company to pay or deliver payments with respect to Units that would be considered “nonqualified deferred compensation” within the meaning of Section 409A of the Code 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 to the extent necessary to avoid penalties under Section 409A of the Code, 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, (ii) the date of your termination of employment (subject to any delay required by Section 26(a) above), (iii) the date of a Change in Control of the Company that constitutes a “change in ownership,” a “change in effective control,” or a “change in the ownership of a substantial portion of the assets” of the Company under Section 409A(a)(2)(A)(v) of the Code, and (iv) the date of your death. 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 you are entitled to receive upon termination of employment, the determination of whether you have experienced a termination of employment will be determined by Motorola Solutions in a manner consistent with the definition of “separation from service” under the default rules of Section 409A of the Code.

c.For purposes of Section 9, to avoid a prohibited acceleration under Section 409A of the Code, if shares of Common Stock subject to the Units will be withheld (or sold on your behalf) to satisfy any Tax-Related Items arising prior to the date of settlement of the Units for any portion of the Units that is considered nonqualified deferred compensation subject to 409A of the Code, then the number of shares of Common Stock withheld (or sold on your behalf) shall not exceed the number of shares that equals your liability for Tax-Related Items.

18.Definitions. Any capitalized terms used herein that are not otherwise defined below or elsewhere in the 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 (i) intellectual property; (ii) the Company’s methods of operation and Company processes; (iii) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (iv) information on customers or potential customers, including customers’ names, sales records, prices, and other terms of sales and Company cost information; (v) Company personnel data; (vi) Company business plans, marketing plans, financial data and projections; and (vii) 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.

b.“Designated Broker” means E*TRADE Financial Services LLC or such other stock plan service provider as may be selected by the Company in the future for purposes of assisting the Company with the implementation, administration and management of the Plan.

c.“Fair Market Value” for purposes of the Award at any time shall mean the closing price for a share of Common Stock on the date as of which such value is being determined, as reported for the New York Stock Exchange Composite Index in the Wall Street Journal at

www. wsj.com. In the event the New York Stock Exchange is not open for trading on such 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 immediately preceding date for which transactions were reported; provided however, that if Fair Market Value for any date cannot be so determined, Fair Market Value shall be determined in such manner as the Compensation Committee may deem equitable, or as required by applicable law or regulation.

d.“Leave of Absence” means an approved leave of absence from Motorola Solutions or a Subsidiary from which the employee has a right to reinstatement, as determined by applicable law or Motorola Solutions policy.

e.“Serious Misconduct” for purposes of the Award means any misconduct identified as a ground for termination in the Motorola Solutions Code of Business Conduct, or the human resources policies, or other written policies or procedures.

f.“Subsidiary” means any corporation or other entity in which a 50 percent or greater interest is held directly or indirectly by Motorola Solutions and which is consolidated for financial reporting purposes.

g.“Termination due to a Divestiture” for purposes of the Award means your acceptance of 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 Solutions or a Subsidiary, or if you remain employed by a Subsidiary that is sold (a “Divestiture”).

h.“Total and Permanent Disability” means for (i) U.S. employees: entitlement to long term disability benefits under the Motorola Solutions 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 Solutions policy unless otherwise required by local regulations.

19.Acceptance of Terms and Conditions. By electronically accepting the Award within 30 days after the date of the electronic mail notification by the Company to you of the grant of the Award (“Email Notification Date”), you agree to be bound by the terms and conditions, the Plan, and any and all rules and regulations established by Motorola Solutions in connection with awards issued under the Plan. If you do not electronically accept the Award within 30 days of the Email Notification Date, you will not be entitled to the Units.

20.Plan Documents. The Plan and the Prospectus for the Plan are available on the Motorola Solutions website at [_____] or by contacting PeopleConnect at [_____]. Alternatively, write to Global Rewards Equity Administration, Motorola Solutions, Inc., 500 W. Monroe Street, Chicago, Illinois 60661 U.S.A. to request Plan documents.

APPENDIX TO RESTRICTED STOCK UNIT AGREEMENT

TERMS AND CONDITIONS

This Appendix includes additional terms and conditions that govern the Units granted to you under the Plan if you work and/or reside in one of the countries listed below. If you are a citizen or resident of a country other than the one in which you are currently working and/or residing (or are considered as such for local law purposes), or if you transfer employment or residency to a different country after the Units are granted, the Company will, in its discretion, determine the extent to which the terms and conditions contained herein will be applicable to you.

Certain capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan and/or the Award Agreement.

NOTIFICATIONS

This Appendix also includes notifications regarding certain issues of which you should be aware with respect to your participation in the Plan. These notifications are based on the securities, exchange control, income tax and other laws in effect in the respective countries as of January 2023. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the notifications contained in this Appendix as the only source of information relating to the consequences of your participation in the Plan because the information may be outdated at the time you vest in the Units or sell any shares of Common Stock acquired upon such vesting.

In addition, the notifications contained in this Appendix are general in nature and may not apply to your particular situation and, as a result, the Company is not in a position to assure you of any particular result. Accordingly, you should seek appropriate professional advice as to how the relevant laws in your country may apply to your individual situation.

If you are a citizen or resident of a country other than the one in which you are currently residing and/or working (or are considered as such for local law purposes), or if you relocate to a different country after the Units are granted, the notifications contained in this Appendix may not be applicable to you in the same manner.

COUNTRIES WITHIN THE EUROPEAN UNION, EUROPEAN ECONOMIC AREA, SWITZERLAND AND THE UNITED KINGDOM

TERMS AND CONDITIONS

Data Privacy Notice. This provision replaces Section 15 of the Agreement (Consent to Transfer Personal Data) in its entirety:

The EU General Data Protection Regulation (also known as the “GDPR”) came into force on May 25, 2018. For the purposes of the GDPR, the Company wants to make participants in the Plan aware that the Company holds certain Data (as defined below) about the participants. The Company also wants to explain why the Company holds this Data and to let each participant know how to raise any questions regarding the Company’s use of the Data. The purpose of this communication is to provide participants with this information.

This document constitutes a Notice under the GDPR. Copies of this Notice are also available for viewing online at [_____] by request using the contact details set out below.

This communication supplements information relating to the use and transfer of your Data set out in the Agreement. Should there be any inconsistency between the terms of this Notice and the Agreement relating to the Company’s use of your Data, then this Notice is the document that will apply.

The term “Data” as used in this Notice includes your name, home address, email address and telephone number, date of birth, social insurance number, passport number or other identification number, salary, nationality and job title, as well as details of any shares, directorships, awards or any other equity or share rights you may have in the Company (whether awarded, canceled, exercised, vested, unvested or outstanding).

Data Controller Entity: The Company is the Data Controller. The Company is a Delaware corporation, with its principal United States office at 500 W. Monroe Street, Chicago, Illinois 60661 U.S.A.

Purposes: Data is held for the exclusive purpose of implementing, administering and managing your participation in the Plan.

Legitimate Interests: The Company holds and processes the Data for the legitimate interests of implementing, administering and maintaining the Plan and each participant's participation in the Plan.

International Transfers of Data: As the Company is based in the United States and the Agreement is performed in the United States, the Company can only meet its contractual obligations to you under the Agreement if the Data is transferred to the United States. The performance of the contractual obligations of the Company to you is one of the legal bases for the transfer of the Data from the European Union to the United States. You should be aware that the United States may have different data privacy laws and protections than the data privacy laws in place in the European Union.

Retention Period: The Company will delete your Data within a reasonable time after it has accomplished all the necessary legal obligations connected with the management and administration of the Plan.

Other Recipients: To fulfill its obligations under the Agreement, the Company may share Data with its subsidiary companies who employ participants in the Plan. In addition, Data may be transferred to certain third parties assisting in the implementation, administration and management of the Plan, such as share plan administrators and transfer agents. At your instruction, the Data will be shared with E*TRADE Corporate Financial Services, Inc. and E*TRADE Securities LLC (collectively, “E*TRADE”) or other third parties whom you have instructed the Company to deposit shares or other securities acquired upon the vesting of any awards under the Agreement. When transferring your Data to E*TRADE, the Company provides appropriate safeguards in accordance with the EU Standard Contractual Clauses.

Data Subject Rights: Participants have a number of rights under the GDPR. Depending upon the circumstances, these may include the right of data portability (where the Company helps a participant move Data to someone else at the participant's request), the right to object to the processing of the Data, the right to require the Company to update and correct the Data, the right to require erasure of the Data and the right for the participant to review the Data held by the Company and to require the Company to cease processing it. You must understand, however, that any such request may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or your withdrawal of consent, please contact the Company using the contact details below.

Participants also have a right to lodge a complaint concerning the processing of their personal data with an EU supervisory authority.

Data Security: The Company recognizes the importance of treating Data in a lawful, fair and transparent manner. The Company will apply reasonable organizational and security measures to prevent the unlawful processing and/or the accidental loss or destruction of these materials and, in particular, the personal data contained in them.

Contact: For more information on our general privacy policy please go to [_____]. If you have any questions concerning this Notice, you should contact [_____].

You understand that the Company may rely on a different legal basis for the processing and/or transfer of Data in the future and/or request that you provide another data privacy consent. If applicable and upon

request of the Company or the Employer, you agree to provide an executed acknowledgement or privacy consent form (or any other acknowledgements, agreements or consents) that the Company and/or the Employer may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such acknowledgement, agreement or consent requested by the Company and/or the Employer.

ALGERIA

TERMS AND CONDITIONS

Form of Payment. Notwithstanding Section 5 of the Award Agreement, vested Units shall be paid in the form of cash, through local payroll, for each vested Unit. The cash payment will equal the number of vested Units multiplied by the fair market value of one (1) share of Common Stock on the RSU Vesting Date less any Tax-Related Items.

ARGENTINA

TERMS AND CONDITIONS

Labor Law Acknowledgement. This provision supplements Section 10 of the Award Agreement (Nature of Grant):

By accepting the Award, you acknowledge and agree that the grant of Units is made by the Company (not the Employer) in its sole discretion and that the value of the Units or any shares of Common Stock acquired under the Plan shall not constitute salary or wages for any purpose under Argentine labor law, including, but not limited to, the calculation of (i) any labor benefits including, without limitation, vacation pay, thirteenth salary, compensation in lieu of notice, annual bonus, disability, and leave of absence payments, etc., or (ii) any termination or severance indemnities or similar payments.

If, notwithstanding the foregoing, any benefits under the Plan are considered as salary or wages for any purpose under Argentine labor law, you acknowledge and agree that such benefits shall not accrue more frequently than on each RSU Vesting Date.

NOTIFICATIONS

Securities Law Information. Neither the Units nor the underlying shares of Common Stock are publicly offered or listed on any stock exchange in Argentina and, as a result, have not been and will not be registered with the Argentine Securities Commission. The offer is private and not subject to prospectus requirements in Argentina.

Exchange Control Information. You are solely responsible for complying with the exchange control rules that may apply in connection with your participation in the Plan and/or the transfer of proceeds acquired under the Plan into Argentina. Prior to vesting in the Units or transferring proceeds into Argentina, you should consult your local bank and exchange control advisor to confirm the exchange control rules and required documentation.

Foreign Asset / Account Reporting Information. Argentine residents must report any shares of Common Stock acquired under the Plan and held by the resident on December 31 of each year on their annual tax return for that year. Argentine residents should consult with their personal tax advisor to determine their personal reporting obligations.

AUSTRALIA

NOTIFICATIONS

Securities Law Information. The offer of the Units is being made under Division 1A Part 7.12 of the Corporations Act 2001 (Cth). If you offer shares of Common Stock acquired under the Plan for sale to a person or entity resident in Australia, your offer may be subject to disclosure requirements under Australian law. You should obtain legal advice on any disclosure obligations prior to making any such offer.

Exchange Control Information. If you are an Australian resident, exchange control reporting is required for cash transactions exceeding A$10,000 and international fund transfers. If an Australian bank is assisting with the transaction, the bank will file the report on your behalf. If there is no Australian bank involved with the transfer, you will be required to file the report.

Tax Information. The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) (the “Act”) applies (subject to the conditions in the Act).

AUSTRIA

NOTIFICATIONS

Exchange Control Information. Austrian residents who hold securities (including shares of Common Stock) or cash (including proceeds from the sale of such shares) outside of Austria may be required to report certain information to the Austrian National Bank if certain thresholds are exceeded. An exemption applies if the value of the shares of Common Stock does not meet or exceed €5,000,000 as of December 31 of any given year. The deadline for filing the annual report is January 31 of the following year.

Further, if Austrian residents hold cash in accounts outside of Austria, monthly reporting requirements will apply if the aggregate transaction volume of such cash accounts meets or exceeds €10,000,000. Specifically, if this threshold is met, the movements and balances of all accounts must be reported monthly, as of the last day of the month, on or before the 15th day of the following month. You should consult with a personal advisor to ensure you comply with applicable reporting obligations.

BAHRAIN

NOTIFICATIONS

Securities Law Information. The Agreement, the Plan and all other materials you receive regarding participation in the Plan do not constitute advertising or an offering of securities in Bahrain, nor does it constitute an allotment of securities in Bahrain. Any shares of Common Stock issued upon settlement of the Units shall be deposited into a brokerage account in the United States. In no event will shares of Common Stock be issued or delivered in Bahrain. The issuance of shares of Common Stock pursuant to the Units described herein has not and will not be registered in Bahrain and hence, the shares of Common Stock described herein may not be admitted or used for offering, placement or public circulation in Bahrain. Accordingly, you understand that you may not make any public advertising or announcements regarding the Units or shares of Common Stock in Bahrain, promote these shares of Common Stock to legal entities or individuals in Bahrain, or sell shares of Common Stock directly to other legal entities or individuals in Bahrain. You acknowledge and agree that shares of Common Stock may only be sold outside of Bahrain and on a stock exchange on which the Company is traded.

BELGIUM

NOTIFICATIONS

Foreign Asset / Account Reporting Information. Belgian residents are required to report any securities (e.g., shares of Common Stock) or bank accounts (including brokerage accounts) opened or maintained outside of Belgium on their annual tax return. In a separate report, residents will be required to provide the Central Contact Point of the National Bank of Belgium with certain details regarding such foreign accounts (including the account number, bank name and country in which any such account was opened). The forms to complete this report are available on the website of the National Bank of Belgium. Belgian residents should consult with their personal tax advisor to determine their personal reporting obligations.

Stock Exchange Tax. A stock exchange tax applies to transactions executed through a non-Belgian financial intermediary, such as a U.S. broker. The stock exchange tax will likely apply when shares of Common Stock are sold. You should consult your personal tax advisor to determine your obligations with respect to the stock exchange tax.

Annual Securities Accounts Tax Information. If the total value of securities held in a Belgian or foreign securities account exceeds EUR 1 million on average on four reference dates within the relevant reporting period (i.e. December 31, March 31, June 30 and September 30), an “annual securities accounts tax” applies. You should consult with a professional tax or financial advisor for more information regarding your annual securities accounts tax payment obligations.

BRAZIL

TERMS AND CONDITIONS

Compliance with Law. By accepting the Units, you agree to comply with applicable Brazilian laws and to report and pay applicable Tax-Related Items associated with the vesting of the Units or the subsequent sale of the shares of Common Stock acquired upon such vesting.

Labor Law Acknowledgment. By accepting the Units, you agree that you are (i) making an investment decision, (ii) the shares of Common Stock will be issued to you only if the vesting conditions are met, and (iii) the value of the underlying shares of Common Stock is not fixed and may increase or decrease in value over the vesting period without compensation to you.

Further, you acknowledge and agree that, for all legal purposes, (i) any benefits provided to you under the Plan are unrelated to your employment; (ii) the Plan is not part of the terms and conditions of your employment; and (iii) the income from your participation in the Plan, if any, is not part of your remuneration from employment.

NOTIFICATIONS

Foreign Asset / Account Reporting Information. If you are resident or domiciled in Brazil, you will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than US$1,000,000. If the aggregate value exceeds US$100,000,000 as of the end of each quarter, a declaration must be submitted quarterly. Assets and rights that must be reported include shares of Common Stock acquired under the Plan. Brazilian residents should consult with their personal tax advisor to determine their personal reporting obligations.

Tax on Financial Transaction (IOF). Payments to foreign countries and repatriation of funds (e.g., proceeds from the sales of shares of Common Stock) into Brazil and the conversion between USD into BRL associated with such fund transfers may be subject to the Tax on Financial Transactions. It is your responsibility to comply with any applicable Tax on Financial Transactions arising from your participation in the Plan. You should consult with your personal tax advisor for additional details.

CANADA

TERMS AND CONDITIONS

Form of Payment. Notwithstanding any discretion contained in the Plan, vested Units shall be paid in whole shares of Common Stock only.

The following provisions apply for residents of Quebec:

English Language Provision. A French translation of the Plan and the Agreement are available. You understand that, from time to time, additional information related to the offering of the Plan might be provided in English and such information may not be immediately available in French. However, upon request, the Company will translate into French documents related to the offering of the Plan as soon as reasonably practicable.

Consentement en Anglais. Une traduction française du Plan et de l'Accord est disponible. Tu comprends ça, de temps à autre, des informations supplémentaires liées à l'offre du Plan peuvent être fournies en anglais et que ces informations peuvent ne pas être immédiatement disponibles en français. Cependant, sur demande, la Compagnie traduira en français les documents relatifs à l'offre du Plan dès que raisonnablement possible.

Data Privacy Notice and Consent. This provision supplements Section 15 of the Award Agreement (Consent to Transfer Personal Data):

You hereby authorize the Company and its 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 Employer, the Company, any Subsidiary and the Designated Broker to disclose and discuss the Plan with their advisors. You further authorize the Employer, the Company and any Subsidiary to record such information and to keep such information in your employee file. You acknowledge and agree that your personal information, including any sensitive personal information, may be transferred or disclosed outside the province of Quebec, including to the U.S. If applicable, you also acknowledge and authorize the Company, the Employer, the Designated Broker and any other Subsidiary involved in the administration of the Plan to use technology for profiling purposes and to make automated decisions that may have an impact on you or the administration of the Plan.

NOTIFICATIONS

Securities Law Information. Canadian residents may not be permitted to sell or otherwise dispose of any shares of Common Stock acquired upon vesting of the Units within Canada. Canadian residents may only be permitted to sell or dispose of any such shares if such sale or disposal takes place outside of Canada on the facilities on which the Common Stock is traded (i.e., on the New York Stock Exchange).

Foreign Asset and Account Reporting. Foreign specified property, including shares of Common Stock, stock options, and other rights to receive shares of Common Stock (e.g., Units) of a non-Canadian

company held by a Canadian resident employee must generally be reported annually on a Form T1135 (Foreign Income Verification Statement) if the total cost of the employee’s foreign specified property exceeds C$100,000 at any time during the year. Thus, such Units must be reported – generally at a nil cost - if the C$100,000 cost threshold is exceeded because other foreign specified property is held by the employee. When shares of Common Stock are acquired, their cost generally is the adjusted cost base (“ACB”) of such shares. The ACB would ordinarily equal the fair market value of the shares of Common Stock at the time of acquisition, but if the employee owns other shares of Common Stock of the same company, this ACB may have to be averaged with the ACB of the other shares of Common Stock. Canadian residents should consult with their personal tax advisor to ensure compliance with their reporting requirements.

CHILE

NOTIFICATIONS

Securities Law Information. The grant of the Award constitutes a private offering of securities in Chile effective as of the Date of Grant. This offer of Restricted Stock Units is made subject to general ruling n° 336 of the Chilean Commission of the Financial Market (“CMF”). The offer refers to securities not registered at the securities registry or at the foreign securities registry of the CMF, and, therefore, such securities are not subject to oversight of the CMF. Given that the Restricted Stock Units are not registered in Chile, the Company is not required to provide public information about the Restricted Stock Units or the shares of Common Stock in Chile. Unless the Restricted Stock Units and/or the shares of Common Stock are registered with the CMF, a public offering of such securities cannot be made in Chile.

Esta Oferta del Otorgamiento constituye una oferta privada de valores en Chile y se inicia en la Fecha de la Oferta. Esta oferta de Unidades de Acciones Restringidas se acoge a las disposiciones de la Norma de Carácter General Nº 336 (“NCG 336”) de la Comisión para el Mercado Financiero de Chile (“CMF”). Esta oferta versa sobre valores no inscritos en el Registro de Valores o en el Registro de Valores Extranjeros que lleva la CMF, por lo que tales valores no están sujetos a la fiscalización de ésta. Por tratarse de valores no inscritos en Chile no existe la obligación por parte de la Compañía de entregar en Chile información pública respecto de los mismos. Estos valores no podrán ser objeto de oferta pública en Chile mientras no sean inscritos en el Registro de Valores correspondiente.

Exchange Control Information. Chilean residents are not required to repatriate funds obtained from the sale of shares of Common Stock or the receipt of any dividends. However, if Chilean residents decide to repatriate such funds, they must do so through the Formal Exchange Market if the amount of the funds exceeds US$10,000. In such case, Chilean residents must report the payment to a commercial bank or registered foreign exchange office receiving the funds.

Foreign Asset / Account Reporting Information. The Chilean Internal Revenue Service (the “CIRS”) requires all taxpayers to provide information annually regarding (i) the results of investments held abroad and (ii) any taxes paid abroad which the taxpayers will use as a credit against Chilean income tax. The Form 1929 disclosing this information (or Formularios) must be submitted electronically through the CIRS website in accordance with applicable deadlines: www.sii.cl. In addition, shares of Common Stock acquired upon settlement of the Units must be registered with the CIRS’s Foreign Investment Registry. Chilean taxpayers who fail to meet these requirements may be ineligible to receive certain foreign tax credits.

CHINA

TERMS AND CONDITIONS

The following terms apply only to nationals of the People’s Republic of China (the “PRC”) residing in the PRC, unless otherwise determined by the Company:

Immediate Sale Restriction. Due to exchange control laws in the PRC, you understand and agree that the Company may require that any shares of Common Stock acquired upon the vesting of the Units be immediately sold. If the Company, in its discretion, does not exercise its right to require the automatic sale of shares of Common Stock issuable upon vesting of the Units, as described in the preceding

sentence, you understand and agree that any such shares acquired by you under the Plan must be sold no later than ninety (90) days after your termination of employment, or within any other such time frame as the Company determines to be necessary or advisable for legal or administrative reasons or is required by the PRC State Administration of Foreign Exchange (“SAFE”). You understand that any shares of Common Stock acquired by you under the Plan that have not been sold within ninety (90) days of your termination of employment will be automatically sold by the Designated Broker at the Company’s direction, pursuant to this authorization by you. You also acknowledge and understand that you must maintain shares of Common Stock acquired under the Plan in an account maintained by the Designated Broker or such other stock plan provider as may be selected by the Company.

You agree that the Company is authorized to instruct the Designated Broker to assist with the mandatory sale of such shares (on your behalf pursuant to this authorization), and you expressly authorize the Designated Broker to complete the sale of such shares. You also agree to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the Designated Broker) to effectuate the sale of the shares of Common Stock (including, without limitation, as to the transfers of the proceeds and other exchange control matters noted below) and shall otherwise cooperate with the Company with respect to such matters, provided that you shall not be permitted to exercise any influence over how, when or whether the sales occur. You acknowledge that the Designated Broker is under no obligation to arrange for the sale of the shares of Common Stock at any particular price. Due to fluctuations in the price of the Common Stock and/or applicable exchange rates between the RSU Vesting Date and (if later) the date on which the shares of Common Stock are sold, the amount of proceeds ultimately distributed to you may be more or less than the market value of the shares of Common Stock on the RSU Vesting Date (which is the amount relevant to determining your Tax-Related Items liability). You understand and agree that the Company is not responsible for the amount of any loss you may incur and that the Company assumes no liability for any fluctuations in the price of the Common Stock and/or any applicable exchange rate. You acknowledge that you are not aware of any material nonpublic information with respect to the Company or any securities of the Company as of the date of the Agreement.

Upon the sale of the shares of Common Stock, the Company agrees to pay the cash proceeds from the sale (less any applicable Tax-Related Items, brokerage fees or commissions) to you in accordance with applicable exchange control laws and regulations including, but not limited to, the restrictions set forth in this Appendix for China below under “Exchange Control Restrictions.”

You understand that your Employer and/or any Subsidiary to which you provide service must be registered with the SAFE prior to vesting of the Units. If the Company is unable to obtain registration approval for your Employer and/or any Subsidiary to which you provide service prior to the vesting of such Units, the vesting of the Units may be delayed.

Exchange Control Restrictions. By accepting the Award, you understand and agree that, due to PRC exchange control restrictions, you are not permitted to transfer any shares of Common Stock acquired under the Plan out of your account established with the Designated Broker and that you will be required to repatriate all proceeds due to you under the Plan to the PRC, including any proceeds from the sale of shares of Common Stock acquired under the Plan or dividends.

Further, you understand that such repatriation will need to be effected through a special exchange control account established by the Company or Subsidiary in the PRC, and you hereby consent and agree that the proceeds may be transferred to such special account prior to being delivered to you. The proceeds may be paid to you in U.S. dollars or in local currency, at the Company’s discretion. If the proceeds are paid in U.S. dollars, you understand that you will be required to set up a U.S. dollar bank account in the PRC so that the proceeds may be deposited into this account. You understand that if you fail to set up such account or fail to provide the requested details to the Company, you might not be able to receive sale proceeds or delivery of proceeds may be delayed. Further, you understand that if you do not otherwise claim the proceeds within 2 years of the exercise date, the proceeds may be surrendered to the Company. If the proceeds are paid in local currency, you acknowledge that neither the Company nor any Subsidiary is under an obligation to secure any particular currency conversion rate and that the Company (or a Subsidiary) may face delays in converting the proceeds to local currency due to exchange control requirements in the PRC. You agree to bear any currency fluctuation risk between the time the shares of Common Stock are sold and the time the proceeds are converted into local currency and distributed to

you. You further agree to comply with any other requirements that may be imposed by the Company in the future to facilitate compliance with PRC exchange control requirements.

COLOMBIA

TERMS AND CONDITIONS

Labor Law Acknowledgement. This provision supplements the acknowledgement contained in Section 10 of the Award Agreement (Nature of Grant):

You acknowledge that, pursuant to Article 128 of the Colombian Labor Code, the Plan and related benefits are granted by the Company entirely on a discretionary basis, do not exclusively depend upon your performance with the Employer, and do not constitute a component of your “salary” for any legal purpose. Therefore, the Award and related benefits will not be included and/or considered for purposes of calculating any and all labor benefits, such as legal/fringe benefits, vacations, indemnities, payroll taxes, social insurance contributions and/or any other labor-related amount which may be payable, subject to any limitations as may be imposed under local law.

NOTIFICATIONS

Securities Law Information. The shares of Common Stock are not and will not be registered with the Colombian registry of publicly traded securities (Registro Nacional de Valores y Emisores). Therefore, the shares of Common Stock may not be offered to the public in Colombia. Nothing in the Agreement should be construed as making a public offer of securities in Colombia. An offer of shares of Common Stock to employees will not be considered a public offer provided that it meets the conditions set forth in Article 6.1.1.1.1 in Decree 2555, 2010.

Exchange Control Information. You must register your investments with the Central Bank of Colombia (Banco de la República). The registration method will vary depending on whether cash is remitted from Colombia (either by you or the Employer), or no cash consideration is paid at all. Upon liquidation of assets held abroad, you must (i) cancel the registration with the Central Bank and (ii) repatriate the proceeds from the sale or liquidation to Colombia and file the appropriate Central Bank form (usually through your local bank). You personally are responsible for complying with applicable exchange control requirements in Colombia.

Foreign Asset / Account Reporting Information. You must file an annual informative return with the Colombian Tax Office detailing any assets held abroad. If the individual value of any of these assets exceeds a certain threshold, you must describe each asset and indicate the jurisdiction in which it is located, its nature and its value.

CZECH REPUBLIC

NOTIFICATIONS

Exchange Control Information. The Czech National Bank may require residents of the Czech Republic to fulfill certain notification duties in relation to the opening and maintenance of a foreign account. In addition, you may need to report certain events even in the absence of a request from the Czech National Bank. Because exchange control regulations change frequently and without notice, residents of the Czech Republic should consult with their legal advisor prior to the sale of shares of Common Stock to ensure compliance with current regulations. It is the Czech resident’s responsibility to comply with Czech exchange control laws, and neither the Company nor the Employer will be liable for any resulting fines or penalties.

DENMARK

TERMS AND CONDITIONS

Danish Stock Option Act. You acknowledge that you have received the Employer Statement in Danish, attached as Exhibit A, which sets forth additional terms of the Units to the extent that the Danish Stock Option Act applies.

NOTIFICATIONS

Foreign Asset / Account Reporting Information. Danish residents who establish an account holding shares of Common Stock or cash outside of Denmark must report the account to the Danish Tax Administration. The form which should be used in this respect can be obtained from a local bank.

ECUADOR

NOTIFICATIONS

Foreign Asset/Account Reporting Information. You are responsible for including any shares of Common Stock acquired pursuant to the Units during the previous fiscal year in your annual Net Worth Declaration if your net worth exceeds the thresholds set forth in the law. The Net Worth Declaration must be filed in May of the following year using the electronic form on the tax authorities’ website (www.sri.gob.ec). Penalties will apply to a late filing and it is not possible to seek an extension. You should consult with your personal advisor(s) regarding any personal foreign asset/foreign account tax obligations you may have in connection with your participation in the Plan.

EGYPT

NOTIFICATIONS

Exchange Control Information. If you have a permanent domicile in Egypt and you transfer funds into Egypt in connection with the Units, you may be required to transfer the funds through a registered bank in Egypt.

FINLAND

There are no country-specific provisions.

FRANCE

TERMS AND CONDITIONS

Language Consent. By accepting the Award, you confirm having read and understood the Agreement (including this Appendix) and the Plan, including all terms and conditions included therein, which were provided in the English language. You accept the terms of these documents accordingly.

En acceptant les Attributions, vous confirmez avoir lu et compris ce Contrat (y incluse cette Annexe) et le Plan, incluant tous leurs termes et conditions, qui lui ont été transmis en langue anglaise. Vous acceptez les dispositions de ces documents en connaissance de cause.

Units Not French-qualified. You understand and acknowledge that the Units granted under the Agreement are not intended to qualify for specific tax and social security treatment pursuant to Sections L. 225-197-1 to L. 225-197-5 and Sections L. 22-10-59 to L. 22-10-60 of the French Commercial Code, as amended.

NOTIFICATIONS

Foreign Asset / Account Reporting Information. French residents holding cash or shares of Common Stock outside of France must declare all foreign bank and brokerage accounts (including any accounts that were opened or closed during the tax year) on an annual basis, together with their income tax return. French residents should consult with their personal tax advisor to determine their personal reporting obligations.

GERMANY

NOTIFICATIONS

Exchange Control Information. Cross-border payments in excess of €12,500 must be reported to the German Federal Bank (“Bundesbank”). If you make or receive a payment in excess of this amount (including if you acquire shares of Common Stock with a value in excess of this amount under the Plan or sell shares of Common Stock via a foreign broker, bank or service provider and receive proceeds in excess of this amount), you must report the payment to Bundesbank, either electronically using the “General Statistics Reporting Portal” (“Allgemeines Meldeportal Statistik”) available via Bundesbank’s website (www.bundesbank.de) or via such other method (e.g., by email or telephone) as is permitted or required by Bundesbank. The report must be submitted monthly or within other such timing as is permitted or required by Bundesbank.

Foreign Asset / Account Reporting Information. If the acquisition of shares of Common Stock under the Plan leads to a “qualified participation” at any point during the calendar year, you will need to report the acquisition when you file your tax return for the relevant year. A qualified participation is attained if (i) the value of the shares of Common Stock acquired exceeds a certain threshold or (ii) in the unlikely event that an individual holds shares of Common Stock exceeding a certain threshold of the total Common Stock.

GREECE

There are no country-specific provisions.

HONG KONG

TERMS AND CONDITIONS

Form of Payment. Notwithstanding any discretion contained in the Plan, vested Units shall be paid in whole shares of Common Stock only.

Share Sale Restriction. Shares of Common Stock received at vesting are accepted as a personal investment. In the event that the Units vest and shares of Common Stock are issued to you (or your heirs) within six months of the Date of Grant, you (or your heirs) agree that the shares of Common Stock will not be offered to the public or otherwise disposed of prior to the six-month anniversary of the Date of Grant.

NOTIFICATIONS

Securities Law Information. WARNING: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice. Neither the grant of the Units nor the issuance of shares of Common Stock upon vesting of the Units constitutes a public offering of securities under Hong Kong law and is available only to employees of the Company and its Subsidiaries. The Award Agreement, including this Appendix, the Plan and other incidental communication materials distributed in connection with the Award (i) 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, and (ii) are intended only for the personal use of each eligible employee of the Company or its Subsidiaries and may not be distributed to any other person.

INDIA

TERMS AND CONDITIONS

Form of Payment. Notwithstanding any discretion contained in the Plan, vested Units shall be paid in whole shares of Common Stock only.

Forced Sale Upon Termination. You understand and agree that any shares acquired by you under the Plan must be sold no later than ninety (90) days after your termination of employment, or within any other such time frame as the Company determines to be necessary or advisable for legal or administrative reasons or is required under local regulatory rules. You understand that any shares of Common Stock acquired by you under the Plan that have not been sold within ninety (90) days of your termination of employment will be automatically sold by the Designated Broker at the Company’s direction, pursuant to this authorization by you. You also acknowledge and understand that you must maintain shares of Common Stock acquired under the Plan in an account maintained by the Designated Broker.

You agree that the Company is authorized to instruct the Designated Broker to assist with the mandatory sale of such shares (on your behalf pursuant to this authorization), and you expressly authorize the Designated Broker to complete the sale of such shares. You also agree to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the Designated Broker) to effectuate the sale of the shares of Common Stock and shall otherwise cooperate with the Company with respect to such matters. You acknowledge that the Designated Broker is under no obligation to arrange for the sale of the shares of Common Stock at any particular price.

Upon the sale of the shares of Common Stock, the Company agrees to pay the cash proceeds from the sale (less any applicable Tax-Related Items, brokerage fees or commissions) to you in accordance with applicable regulatory requirements.

NOTIFICATIONS

Exchange Control Information. Due to exchange control restrictions in India, Indian residents may be required to repatriate any proceeds from the sale of shares of Common Stock acquired under the Plan to India within such period of time as required under applicable regulations and will not be able to use the proceeds for any dividend reinvestment program. Indian residents must obtain a foreign inward remittance certificate (“FIRC”) from the bank where they deposit the funds and must maintain the FIRC as evidence of the repatriation of funds in the event that the Reserve Bank of India or the Employer requests proof of repatriation.

Foreign Asset / Account Reporting Information. Indian residents are required to declare any foreign bank accounts and assets (including shares of Common Stock) on their annual tax return. Indian residents should consult with their personal tax advisor to determine their reporting requirements.

INDONESIA

TERMS AND CONDITIONS

Language Consent and Notification. A translation of the documents relating to this grant into Bahasa Indonesia can be provided to you upon request from PeopleConnect at [_____]. By accepting the Units, you (i) confirm having read and understood the documents relating to this grant (i.e., the Plan and the Agreement) which were provided in the English language, (ii) accept the terms of those documents accordingly, and (iii) agree not to challenge the validity of this document based on Law No. 24 of 2009 on National Flag, Language, Coat of Arms and National Anthem or the implementing Presidential Regulation (when issued).

Language Consent and Notification. Terjemahan dari dokumen-dokumen terkait dengan pemberian ini ke Bahasa Indonesia dapat disediakan untuk anda berdasarkan permintaan kepada PeopleConnect at [_____]. Dengan menekan tombol “Saya menerima” atau dengan menandatangani dan mengembalikan dokumen ini yang memuat syarat dan ketentuan pemberian anda, (i) anda mengkonfirmasi bahwa anda telah membaca dan mengerti isi dokumen yang terkait dengan pemberian ini yang disediakan untuk anda dalam bahasa Inggris, (ii) Anda menerima syarat dari dokumen-dokumen tersebut, dan (iii) anda setuju bahwa anda tidak akan mengajukan keberatan atas keberlakuan dokumen ini berdasarkan Undang-Undang No. 24 tahun 2009 tentang Bendera, Bahasa dan Lambang Negara serta Lagu Kebangsaan atau Peraturan Presiden pelaksana (ketika diterbitkan).

NOTIFICATIONS

Exchange Control Information. If Indonesian residents repatriate funds (e.g., proceeds from the sale of shares of Common Stock) into Indonesia, the Indonesian bank through which the transaction is made will submit a report of the transaction to the Bank of Indonesia for statistical purposes. For transactions of US$10,000 or more (or its equivalent in other currency), a more detailed description of the transaction must be included in the report and you may be required to provide information about the transaction to the bank in order to complete the transaction.

For foreign currency transactions exceeding US$25,000, the underlying document of that transaction will have to be submitted to the relevant local bank. If there is a change of position in any foreign assets held (including shares of Common Stock acquired under the Plan), this change in position (e.g., sale of such shares) must be reported to the Bank of Indonesia no later than the 15th day of the month following the change in position.

Foreign Asset / Account Reporting Information. Indonesian residents have the obligation to report their worldwide assets (including any foreign bank or brokerage accounts and shares of Common Stock acquired under the Plan) in their annual individual income tax return.

IRELAND

NOTIFICATIONS

Director Notification Obligation. Irish residents who may be a director, shadow director or secretary of an Irish subsidiary whose interest in the Company represents more than 1% of the Company’s voting share capital are required to notify such Irish Subsidiary in writing within a certain time period. This notification requirement also applies with respect to the interests of a spouse or children under the age of 18 (whose interests will be attributed to the director, shadow director or secretary).

ISRAEL

TERMS AND CONDITIONS

Nature of Award. By accepting the Award, you understand and agree that the Units are offered subject to and in accordance with the Israeli Addendum (Sub-Plan) to the Plan (the “Israeli Subplan”), are granted under the Capital Gains Tax Track Through a Trustee (as defined in the Israeli Subplan) and are intended to qualify for favorable tax treatment set forth under the “capital gains” track of Section 102 of the Israeli Income Tax Ordinance [new version] 1961 (“102 Capital Gains Treatment”). Notwithstanding the foregoing, the Company does not undertake to maintain the qualified status of the Units and you acknowledge that you will not be entitled to damages of any nature whatsoever if the Award becomes disqualified. In the event of any inconsistencies between the Israeli Subplan, the Agreement and/or the Plan, the terms of the Israeli Subplan will govern.

Further, to the extent requested by the Company or the Employer, you agree to execute any letter or other agreement that may be required in connection with the grant or tax-qualified status of the Award or any future award granted under the Israeli Subplan. If you fail to comply with such request, the Units may not qualify for 102 Capital Gains Treatment.

Trust Arrangement. You acknowledge and agree that any shares of Common Stock issued upon vesting of the Units will be deposited with the Company’s designated trustee in Israel, IBI Capital (the “Trustee”) pursuant to a supervisory trust arrangement in accordance with the terms of the trust agreement between the Company and the Trustee. You further agree that any such shares of Common Stock will be subject to the Holding Period applicable to Awards granted under the Capital Gains Track Through a Trustee, as set forth in Section 1.1(A) of the Israeli Subplan (the “Holding Period”). The Company may at its sole discretion replace the Trustee from time to time and instruct the transfer of all Awards and shares of

Common Stock held and/or administered by such Trustee at such time to its successor and the provisions of the Agreement shall apply to the new Trustee mutatis mutandis.

Restriction on Sale. You acknowledge that any shares of Common Stock issued upon vesting of the Units may not be sold prior to the expiration of the Holding Period in order to qualify for 102 Capital Gains Tax Treatment. Accordingly, you agree not to dispose of (or request the Trustee to dispose of) any such shares prior to the expiration of the Holding Period. For purposes of this Appendix for Israel, “dispose” shall mean any sale, transfer or other disposal of the shares of Common Stock by you or the Trustee, including a release of such shares from the Trustee to you.

Tax-Related Items. The following provision supplements Section 9 of the Award Agreement (Tax-Related Items):

In the event that you dispose of any shares of Common Stock issued upon vesting of the Units prior to the expiration of the Holding Period, you acknowledge and agree that such shares will not qualify for 102 Capital Gains Tax Treatment and will be subject to taxation in Israel in accordance with ordinary income tax principles. Further, you acknowledge and agree that you will be liable for the Employer’s component of payments to the National Insurance Institute (to the extent such payments by the Employer are required).

You further agree that the Trustee may act on behalf of the Company or the Employer, as applicable, to satisfy any obligation to withhold Tax-Related Items applicable to you in connection with the Units granted under the Israeli Subplan.

NOTIFICATIONS

Securities Law Information. An exemption from filing a prospectus in relation to the Plan has been granted to the Company by the Israeli Securities Authority. A copy of the Plan can be accessed at [_____] and a copy of the Form S-8 registration statement for the Plan filed with the SEC can be obtained by accessing: [_____].

ITALY

TERMS AND CONDITIONS

Plan Document Acknowledgment. By accepting the Award, you acknowledge that you have received a copy of the Plan and the Award Agreement (including this Appendix), have reviewed these documents in their entirety and fully understand and accept all provisions of these documents.

Further, you acknowledge that you have read and specifically and expressly approve the following sections of the Award Agreement: Section 2 (Restrictions); Section 3 (Vesting); Section 9 (Tax-Related Items); Section 10 (Nature of Grant); Section 17 (Governing Law and Choice of Venue); Section 21 (Language) and the Data Privacy Notice for Countries Within the European Union, European Economic Area, Switzerland and the United Kingdom included in this Appendix.

NOTIFICATIONS

Foreign Asset / Account Reporting Information. An Italian resident who, during any fiscal year, holds investments or financial assets outside of Italy (e.g., cash, shares of Common Stock) which may generate income taxable in Italy, is required to report such investments or assets on his or her annual tax return for such fiscal year (on UNICO Form, RW Schedule, or on a special form if he or she is not required to file a tax return). These reporting obligations will apply to the Italian resident if he or she is the beneficial owner of foreign financial assets under Italian money laundering provisions. Italian residents should consult with their personal tax advisor to determine their personal reporting obligations.

Tax on Foreign Financial Assets. The value of financial assets held outside of Italy (including shares of Common Stock) by Italian residents is subject to a foreign asset tax. The taxable amount will be the fair

market value of the financial assets (e.g., shares of Common Stock acquired under the Plan) assessed at the end of the calendar year.

JAPAN

NOTIFICATIONS

Exchange Control Information. If you acquire shares of Common Stock valued at more than ¥100,000,000 in a single transaction, you must file a Securities Acquisition Report with the Ministry of Finance through the Bank of Japan within 20 days after the acquisition of the shares of Common Stock. You should consult with your personal tax advisor to ensure you are complying with the applicable reporting requirements.

Foreign Asset / Account Reporting Information. Japanese residents who hold assets outside of Japan with a value exceeding ¥50,000,000 (as of December 31 each year) are required to comply with annual tax reporting obligations with respect to such assets. Such report is due by March 15 every year. Japanese residents are advised to consult with their personal tax advisor to ensure that they are properly complying with applicable reporting requirements.

KAZAKHSTAN

NOTIFICATIONS

Securities Law Notification. This offer is addressed only to certain eligible employees in the form of the shares of Common Stock to be issued by the Company. Neither the Plan nor the Agreement has been approved, nor do they need to be approved, by the National Bank of Kazakhstan. This offer is intended only for the original recipient and is not for general circulation in the Republic of Kazakhstan.

Exchange Control Information. Residents of Kazakhstan may be required to notify the National Bank of Kazakhstan when they acquire shares of Common Stock under the Plan if the value of such shares of Common Stock exceeds US$100,000. Please note that the exchange control regulations in Kazakhstan are subject to change. You should consult with your personal legal advisor regarding any exchange control obligations that you may have prior to vesting or receiving proceeds from the sale of shares of Common Stock acquired under the Plan. You are responsible for ensuring compliance with all exchange control laws in Kazakhstan.

LITHUANIA

There are no country-specific provisions.

MALAYSIA

TERMS AND CONDITIONS

Data Privacy Notice. This provision replaces Section 15 of the Award Agreement (Consent to Transfer Personal Data) in its entirety:

You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data, as described in the Award Agreement and any other grant materials by and among, as applicable, your Employer, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing your participation in the Plan.

You understand that your Employer, the Company and its Subsidiaries may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all Units or any other entitlement to shares of Common Stock awarded, canceled, exercised, vested, unvested or outstanding in your favor

(“Data”), for the exclusive purpose of implementing, administering and managing the Plan. The Data is supplied by your Employer and also by you through information collected in connection with the Plan and the Award Agreement, including this Appendix.

You understand that Data will be transferred to the Designated Broker or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. You understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country. You understand that if you reside outside the United States, you may request a list with the names and addresses of any potential recipients of the Data by contacting PeopleConnect at [_____] or by making such request via email at [_____]. You authorize the Company, the Designated Broker and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan 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 transfer of such Data as may be required to a broker, escrow agent or other third party with whom the shares of Common Stock received upon vesting of your Units may be deposited. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that if you reside outside the United States, you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative at Motorola Solutions Malaysia Sdn Bhd, PLOT 2, Bayan Lepas, Technoplex Industrial Park, MK 12 SWD, 11900, Pulau Pinang, Malaysia or by making such request via email at [_____]. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your employment status or service with the Employer will not be affected; the only consequence of refusing or withdrawing consent is that the Company may not be able to grant you Units or other awards or administer or maintain such awards. Therefore, you understand that refusing or withdrawing your consent may affect your eligibility to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative or PeopleConnect at [_____] or request such information via email at [_____].

Notifikasi Privasi Data. Peruntukan ini menggantikan Seksyen 15 dalam Perjanjian Anugerah

(Keizinan untuk Memindahkan Data Peribadi) secara keseluruhan:

Anda dengan ini secara eksplisit dan tanpa sebarang keraguan mengizinkan pengumpulan, penggunaan dan pemindahan, dalam bentuk elektronik atau lain-lain, data peribadi anda seperti yang dinyatakan dalam Perjanjian Anugerah dan apa-apa bahan geran yang lain, oleh dan di antara, sebagaimana yang berkenaan, Majikan anda, Syarikatdan Anak-, anak Syarikatnya untuk tujuan ekslusif bagi pelaksanaan, pentadbiran dan pengurusan penyertaan anda dalam Pelan.

Anda memahami bahawa Majikan anda, Syarikat dan Anak-anak Syarikatnya mungkin memegang maklumat peribadi tertentu tentang anda, termasuk, tetapi tidak terhad kepada, nama anda, alamat rumah dan nombor telefon, alamat emel, tarikh lahir, insurans social, passport atau nombor pengenalan lain, gaji, kewarganegaraan, jawatan, apa-apa saham atau jawatan pengarah yang dipegang di Syarikat, butir-butir semua Unit-Unit atau apa-apa hak lain untuk syer dalam Ssaham Biasa yang dianugerahkan, dibatalkan, dilaksanakan, terletak hak, tidak diletak hak ataupun yang belum dijelaskan bagi faedah anda ("Data"), untuk tujuan yang eksklusif bagi melaksanakan, mentadbir dan menguruskan Pelan. Data dibekalkan oleh Majikan anda dan juga oleh anda melalui maklumat yang dikumpul berkenaan dengan Pelan dan Perjanjian Anugerah, termasuk Lampiran ini.

Anda memahami bahawa Data akan dipindah kepada Broker yang Ditetapkan atau pembekal perkhidmatan pelan saham yang mungkin dipilih oleh Syarikat pada masa depan, yang membantu Syarikat dengan melaksanakan, mentadbir dan menguruskan Pelan. Anda memahami bahawa penerima-penerima Data mungkin berada di Amerika Syarikat atau di tempat lain, dan bahawa negara penerima (e.g. Amerika Syarikat) mungkin mempunyai undang-undang privasi data dan perlindungan yang berbeza daripada negara anda. Anda fahami bahawa jika anda berada di luar Amerika Syarikat atau di tempat lain, anda boleh meminta senarai nama dan alamat mana-mana penerima-penerima Data dengan

menghubungi Pusat Perkhidmatan Pekerja tol percuma di 1-800-88-6567, atau sebagai alternative di 001-646-254-3480 atau dengan membuat apa-apa permintaan melalui e-mel kepada [_____]. Anda memberi kuasa kepada Syarikat, Broker Yang Ditetapkan dan mana-mana penerima lain yang mungkin membantu Syarikat (pada masa kini atau masa depan) untuk melaksanakan, mentadbir dan menguruskan Pelan untuk menerima, memiliki, menggunakan, mengekalkan dan memindahkan Data, dalam bentuk elektronik atau lain-lain, dengan tujuan untuk melaksanakan, mentadbir dan menguruskan penyertaan anda dalam Pelan, termasuklah mana-mana pemindahan Data yang diperlukan kepada broker, ejen eskrow atau pihak ketiga lain dengan siapa apa-apa syer dalam Saham Biasa yang diterima atas pemberian hak Unit-Unit anda mungkin didepositkan. Anda fahami bahawa Data akan dipegang hanya untuk tempoh yang diperlukan untuk melaksanakan, mentadbir dan menguruskan penyertaan anda dalam Pelan. Anda fahami jika anda berada di luar Amerika Syarikat, anda boleh, pada bila-bila masa, melihat Data, meminta informasi tambahan mengenai penyimpanan dan pemprosesan Data, meminta bahawa pindaan-pindaan yang diperlukan dilaksanakan ke atas Data atau menolak atau menarik balik persetujuan dalam ini, dalam mana-mana kes, tanpa kos, dengan menghubungi secara bertulis wakil sumber manusia tempatan anda di Motorola Solutions Malaysia Sdn Bhd, PLOT 2, Bayan Lepas, Technoplex Industrial Park, MK 12 SWD, 11900, Pulau Pinang, Malaysia atau dengan membuat apa-apa permintaan melalui e-mel kepada [_____]. Selanjutnya, anda memahami bahawa anda memberikan persetujuan di sini secara sukarela. Jika anda tidak bersetuju, atau jika anda kemudian membatalkan persetujuan anda, status pekerjaan atau perkidmatan dan kerjaya andanya dengan Majikan tidak akan terjejas; satunya akibat jika anda tidak bersetuju atau menarik balik persetujuannya adalah bahawa Syarikat tidak akan dapat menganugerahkan Anugerah Unit-unit atau anugerah ekuiti lain kepada anda atau mentadbir atau mengekalkan anugerah tersebut. Oleh itu, anda fahami bahawa keengganan atau penarikan balik persetujuan anda boleh menjejaskan kelayakan anda untuk mengambil bahagian dalam Pelan. Untuk maklumat lanjut mengenai akibat keengganan anda untuk memberikan keizinan atau penarikan balik keizinan, anda fahami bahawa anda boleh menghubungi wakil sumber manusia tempatan anda atau Pusat Perkhidmatan Pekerja atau meminta informasi tersebut secara e-mel di [_____].

NOTIFICATIONS

Director Notification Obligation. If you are a director of a Subsidiary in Malaysia, you are subject to certain notification requirements under the Malaysian Companies Act. Among these requirements is an obligation to notify such Malaysian Subsidiary in writing when you receive or dispose of an interest (e.g., Units or shares of Common Stock) in the Company or any related company. Such notifications must be made within 14 days of receiving or disposing of any interest in the Company or any related company.

MEXICO

TERMS AND CONDITIONS

Plan Document Acknowledgement. By accepting the Award, you acknowledge that you have received a copy of the Plan and the Award Agreement, including this Appendix, which you have reviewed. You acknowledge further that you accept all the provisions of the Plan and the Award Agreement, including this Appendix. You also acknowledge that you have read and specifically and expressly approve the terms and conditions set forth in Section 10 of the Award Agreement (Nature of Grant), which clearly provides as follows:

(1)    Your participation in the Plan does not constitute an acquired right;

(2)    The Plan and your participation in it are offered by the Company on a wholly discretionary basis;

(3)    Your participation in the Plan is voluntary; and

(4)    None of the Company, the Employer or any Subsidiary is responsible for any decrease in the value of any shares of Common Stock acquired at vesting of the Units.

Labor Law Policy and Acknowledgment. This provision supplements Section 10 of the Award Agreement (Nature of Grant):

By accepting the Award, you expressly recognize that the Company, with its principal operating offices at 500 W. Monroe Street, Chicago, Illinois 60661 U.S.A., is solely responsible for the administration of the Plan and that your participation in the Plan and acquisition of shares of Common Stock under the Plan do not constitute 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 a Mexican legal entity that employs you and to which you are subordinated (i.e., the Employer). Based on the foregoing, you expressly recognize that the Plan and the benefits that you may derive from participating in the Plan do not establish any rights between you and the Employer and do not form part of the employment conditions and/or benefits provided by the Employer and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of your employment.

You further understand that your participation in the Plan is as a result of a unilateral and discretionary decision of the Company; therefore, the Company reserves the absolute right to amend and/or discontinue your participation in the Plan at any time without any liability to you.

Finally, you hereby declare that you do not reserve any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and you therefore grant a full and broad release to the Company, and its Subsidiaries, affiliates, branches, representation offices, shareholders, trustees, directors, officers, employees, agents, or legal representatives with respect to any such claim that may arise.

Reconocimiento de Documento. Al aceptar el Premio, Usted reconoce que ha recibido una copia del Plan, incluyendo este Apéndice por país, mismos que ha revisado. Usted reconoce, además, que acepta todas las disposiciones del Plan, el Convenio, incluyendo este Apéndice. Usted también reconoce que ha leído y que específicamente aprueba de forma expresa los términos y condiciones establecidos en la Sección 10 del Convenio: “Naturaleza del Otorgamiento”, que claramente dispone lo siguiente:

(1)    Su participación en el Plan no constituye un derecho adquirido;

(2)    El Plan y su participación en el Plan se ofrecen por la Compañía de manera totalmente discrecional;

(3)    Su participación en el Plan es voluntaria; y

(4)    Ninguna de las empresas subsidiarias de la Compañía ni su Patrón son responsables de ninguna disminución en el valor de las Acciones adquiridas al momento de tener el derecho respecto a las Unidades de Acciones Restringidas.

Política Laboral y Reconocimiento. Esta disposición suplementa la Sección 10 del Convenio (naturaleza del Otorgamiento):

Al aceptar el Premio, Usted expresamente reconoce que la Compañía, con domicilio de operaciones ubicado en 500 W. Monroe Street, Chicago, Illinois 60661 U.S.A., es el único responsable de la administración del Plan y que su participación en el Plan y la adquisición de Acciones no constituyen una relación de trabajo entre Usted y la Compañía, ya que Usted participa en el Plan de una manera totalmente comercial y su único Patrón es una empresa Mexicana a quien se encuentra subordinado. Derivado de lo anterior, Usted expresamente reconoce que el Plan y los beneficios que le pudieran derivar de la participación en el Plan no establecen derecho alguno entre Usted y su Patrón y no forman parte de las condiciones de trabajo y/o las prestaciones otorgadas por el Patrón y que cualquier modificación al Plan o su terminación no constituye un cambio o menoscabo de los términos y condiciones de su relación de trabajo.

Asimismo, Usted reconoce que su participación en el Plan es resultado de una decisión unilateral y discrecional de la Compañía; por lo tanto, la Compañía se reserva el derecho absoluto de modificar y/o discontinuar su participación en cualquier momento y sin responsabilidad alguna frente Usted.

Finalmente, Usted por este medio declara que no se reserva derecho o acción alguna en contra de la Compañía por cualquier compensación o daños y perjuicios en relación con cualquier disposición del Plan o de los beneficios derivados del Plan y, por lo tanto, otorga el más amplio finiquito que en derecho proceda a favor de la Compañía, y sus afiliadas, sucursales, oficinas de representación, accionistas, fiduciarios, directores, funcionarios, empleados, agentes o representantes legales en relación con cualquier demanda o reclamación que pudiera surgir.

NOTIFICATIONS

Securities Law Information. The Units and any shares of Common Stock acquired under the Plan have not been registered with the National Register of Securities maintained by the Mexican National Banking and Securities Commission and cannot be offered or sold publicly in Mexico. In addition, the Plan, the Agreement and any other document relating to the Units may not be publicly distributed in Mexico. These materials are addressed to you because of your existing relationship with the Company and its Subsidiaries, and these materials should not be reproduced or copied in any form. The offer contained in these materials does not constitute a public offering of securities, but rather constitutes a private placement of securities addressed specifically to individuals who are present employees of the Company or its Subsidiaries made in accordance with the provisions of the Mexican Securities Market Law, and any rights under such offering shall not be assigned or transferred.

NETHERLANDS

There are no country-specific provisions.

NEW ZEALAND

NOTIFICATIONS

Securities Law Information. Warning: This is an offer of rights to receive shares of Common Stock upon vesting of the Units subject to the terms of the Plan and this Agreement. Units give you a stake in the ownership of the Company. You may receive a return if dividends are paid on the shares of Common Stock. If the Company runs into financial difficulties and is wound up, you will be paid only after all creditors and holders of preferred shares have been paid. You may lose some or all of your investment.

New Zealand law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors to make an informed decision. The usual rules do not apply to this offer because it is made under an employee share purchase scheme. As a result, you may not be given all the information usually required. You will also have fewer other legal protections for this investment. You should ask questions, read all documents carefully, and seek independent financial advice before committing to participate in the Plan.

In addition, you are hereby notified that the documents listed below are available for review on the Motorola intranet site at the web addresses listed below:

1.The Company's most recent Annual Report (Form 10-K) - [_____]

2.the Company's most recent published financial statements - [_____]

3.The Plan and the Agreement - [_____]. You acknowledge that you may have a copy of the above documents sent to you, without fee, on written request being mailed to Global Rewards Equity Administration, Motorola Solutions, Inc., 500 W. Monroe Street, Chicago, Illinois 60661 U.S.A. The telephone number at the executive offices is +1 847 576 5000.

As noted above, you are advised to carefully read the materials provided before making a decision whether to participate in the Plan. You are also encouraged to contact your tax advisor for specific information concerning your personal tax situation with regard to Plan participation.

NORWAY

NOTIFICATIONS

Foreign Asset/Account Reporting Information. Norwegian residents may be subject to foreign asset reporting as part of their ordinary tax return. Norwegian banks, financial institutions, limited companies etc. must report certain information to the Tax Administration. Such information may then be pre-completed in a Norwegian resident’s tax return. However, if the resident has traded, or is the owner of, financial instruments (e.g., shares of Common Stock) not pre-completed in the tax return, the Norwegian resident must enter this information in Form RF-1159, which is an appendix to the tax return. You should consult with your personal advisor(s) regarding any personal foreign asset/foreign account tax obligations you may have in connection with your participation in the Plan.

OMAN

NOTIFICATIONS

Securities Law Information. The offer is addressed only to eligible employees. The Plan, Agreement and any related documents do not constitute the marketing or offering of securities in Oman and consequently have not been registered or approved by the Central Bank of Oman, the Omani Ministry of Commerce and Industry, the Omani Capital Market Authority or any other authority in the Sultanate of Oman.

PAKISTAN

TERMS AND CONDITIONS

Immediate Sale Restriction. Due to local regulatory requirements, you understand and agree that any shares of Common Stock issuable upon vesting of the Units will be immediately sold by the Designated Broker. You agree that the Company is authorized to instruct the Designated Broker to assist with the mandatory sale of such shares (on your behalf pursuant to this authorization), and you expressly authorize the Designated Broker to complete the sale of such shares. You also agree to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the Designated Broker) to effectuate the sale of the shares of Common Stock and shall otherwise cooperate with the Company with respect to such matters, provided that you shall not be permitted to exercise any influence over how, when or whether the sale occurs. You acknowledge that the Designated Broker is under no obligation to arrange for the sale of the shares of Common Stock at any particular price. Due to fluctuations in the price of the Common Stock and/or applicable exchange rates between the RSU Vesting Date and (if later) the date on which the shares of Common Stock are sold, the amount of proceeds ultimately distributed to you may be more or less than the market value of the shares of Common Stock on the RSU Vesting Date. You understand and agree that the Company is not responsible for the amount of any loss you may incur and that the Company assumes no liability for any fluctuations in the price of the Common Stock and/or any applicable exchange rate. You acknowledge that you are not aware of any material nonpublic information with respect to the Company or any securities of the Company as of the date of the Agreement.

NOTIFICATIONS

Exchange Control Information. Pakistani residents are required to immediately repatriate to Pakistan the proceeds from the sale of shares of Common Stock as described above. The proceeds must be converted into local currency and the receipt of proceeds must be reported to the State Bank of Pakistan (the “SBP”) by filing a “Proceeds Realization Certificate” issued by the bank converting the proceeds with the SBP. The repatriated amounts cannot be credited to a foreign currency account. Pakistani residents are advised to consult with their personal advisor prior to vesting and settlement of the Units to ensure compliance with the applicable exchange control regulations in Pakistan, as such regulations are subject to frequent change. Pakistani residents are responsible for ensuring compliance with all exchange control laws in Pakistan.

PERU

TERMS AND CONDITIONS

Labor Law Acknowledgement. By accepting the offer of Units, you acknowledge that the Units are being granted ex gratia with the purpose of rewarding you.

NOTIFICATIONS

Securities Law Information. The offer of the Units is considered a private offering in Peru; therefore, it is not subject to registration. For more information concerning the offer, please refer to the Plan, the Agreement, and any other materials or documentation made available by the Company. For more information regarding the Company, please refer to the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are filed with the U.S. Securities and Exchange Commission and are available at www.sec.gov, as well as the Company’s “Investor Relations” website at [_____].

PHILIPPINES

TERMS AND CONDITIONS

Form of Payment. Notwithstanding Section 5 of the Award Agreement, vested Units shall be paid in the form of cash, through local payroll, for each vested Unit. The cash payment will equal the number of vested Units multiplied by the fair market value of one (1) share of Common Stock on the RSU Vesting Date less any Tax-Related Items.

POLAND

NOTIFICATIONS

Foreign Asset / Account Reporting Information. Polish residents holding foreign securities (e.g., shares of Common Stock) and/or maintaining bank or brokerage accounts abroad must report information to the National Bank of Poland on transactions and balances of the securities and cash deposited in such accounts if the value of such securities and cash (when combined with all other assets possessed abroad) exceeds certain thresholds. If required, the reports must be filed on a quarterly basis on special forms that are available on the website of the National Bank of Poland. Polish residents should consult with their personal tax advisor to determine their personal reporting obligations.

Exchange Control Information. If a Polish resident transfers funds in excess of €15,000 (or PLN 15,000 if such transfer of funds is connected with the business activity of an entrepreneur) into or out of Poland, the funds must be transferred via a Polish bank account or financial institution. Polish residents are required to retain the documents connected with a foreign exchange transaction for a period of five years, as measured from the end of the year in which such transaction occurred.

PORTUGAL

TERMS AND CONDITIONS

English Language Consent. You hereby expressly declare that you have full knowledge of the English language and have read, understood and fully accept and agree with the terms and conditions established in the Plan and the Agreement.

Consentimento de Lingua Inglesa. O beneficiário pelo presente declara expressamente que tem pleno conhecimento da língua Inglesa e que leu, compreendeu e totalmente aceitou e concordou com os termos e condições estabelecidas no Plano e no Acordo.

NOTIFICATIONS

Exchange Control Information. If you are a resident of Portugal and you acquire shares of Common Stock under the Plan, you may be required to file a report with the Portuguese Central Bank for statistical purposes (unless you arrange to have the shares of Common Stock deposited with a Portuguese financial intermediary, in which case the intermediary will file the report for you).

QATAR

There are no country-specific provisions.

REPUBLIC OF KOREA

NOTIFICATIONS

Foreign Asset / Account Reporting Information. Korean residents must declare all foreign financial accounts (e.g., non-Korean bank accounts, brokerage accounts, etc.) to the Korean tax authority, and file a report with respect to such accounts if the value of such accounts exceeds KRW 500 million (or an equivalent amount in foreign currency) on any month-end date during a calendar year. Korean residents should consult with their personal tax advisor to determine their personal reporting obligations.

ROMANIA

TERMS AND CONDITIONS

Language Consent. By accepting the Award, you acknowledge that you are proficient in reading and understanding English, and have read and acknowledge that you fully understand the terms of the documents related to the grant (i.e., the Agreement and the Plan), which were provided in the English language. You accept the terms of these documents accordingly.

Consimtamant cu privire la limba. Prin acceptarea acordarii, confirmati ca aveti un nivel adecvat de cunoastere in ce priveste cititirea si intelegerea limbii engleze, si ati citit si confirmati ca ati inteles pe deplin termenii documentelor referitoare la acordare (Acordul si Planul), care au fost furnizate in limba engleza. Acceptati termenii acestor documente in consecinta.

NOTIFICATIONS

Exchange Control Information. You are generally not required to seek authorization from the National Bank of Romania to participate in the Plan or to open and operate a foreign bank account to receive any proceeds under the Plan. However, if you acquire 10% or more of the registered capital of a non-resident company, you must file a report with the National Bank of Romania (“NBR”) within 30 days from the date such ownership is reached. This is a statutory requirement, but it does not trigger the payment of fees to NBR.

You may be required to provide the Romanian bank to which you transfer any proceeds under the Plan with appropriate documentation regarding the source of income.

RUSSIAN FEDERATION

TERMS AND CONDITIONS

U.S. Transaction and Sale Restrictions. You understand that acceptance of the Award results in a contract between you and the Company concluded in the United States and that the Agreement is governed by the laws of the State of Illinois without regard to any state’s conflicts of law principles. Upon vesting of the Units, any shares of Common Stock to be issued to you shall be delivered to your account

with the Designated Broker in the United States and in no event will such shares of Common Stock be delivered to you in Russia. Finally, you acknowledge that you are not permitted to make any public advertising or announcements regarding the Units or shares of Common Stock in Russia, to promote the shares of Common Stock to other Russian legal entities or individuals, to sell or otherwise transfer shares of Common Stock directly to other individuals in Russia, or to bring any certificates representing the shares of Common Stock into Russia (if such certificates are actually issued).

Depending on the development of local regulatory requirements, the Company has the sole discretion to force the immediate sale of any shares of Common Stock to be issued upon vesting of the Units, to postpone the vesting and/or settlement of any Units, to determine whether to settle any vested Units in shares of Common Stock or in cash, or to cancel such Units for no consideration. If applicable, you agree that the Company is authorized to instruct the Designated Broker to assist with the mandatory sale of such shares of Common Stock (on your behalf pursuant to this authorization) and you expressly authorize the Designated Broker to complete the sale of such shares. You acknowledge that the Designated Broker is under no obligation to arrange for the sale of the shares of Common Stock at any particular price. Upon the sale of the shares of Common Stock, the Company agrees to pay you the cash proceeds from the sale of the shares of Common Stock, less any brokerage fees or commissions and subject to any obligation to satisfy Tax-Related Items. The cash proceeds must be remitted immediately to your bank account in Russia when the proceeds are released to you. You may subsequently remit such proceeds to a foreign bank account. You acknowledge that you are not aware of any material nonpublic information with respect to the Company or any securities of the Company as of the date of the Agreement.

Data Privacy Notice. This provision replaces Section 15 of the Award Agreement (Consent to Transfer Personal Data) in its entirety:

You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in the Award Agreement by and among, as applicable, the Employer, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing your participation in the Plan.

You understand that the Company, any Subsidiary and/or the Employer may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all Units or any other entitlement to shares of Common Stock awarded, canceled, vested, unvested or outstanding in your favor (“Data”), for the purpose of implementing, administering and managing the Plan.

You understand that Data may be transferred to the Designated Broker or such other stock plan service provider as may be selected by the Company in the future, which is assisting in the implementation, administration and management of the Plan, that the recipients of the Data may be located in your country, or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting PeopleConnect at [_____] or by making such request via email at [_____].

You authorize the Company, the Designated Broker and other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan 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 to a broker, escrow agent or other third party with whom the shares of Common Stock received upon vesting of the Units may be deposited. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case and without cost, by making such request via email at [_____]. You understand that refusal or withdrawal of consent may affect your eligibility to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact PeopleConnect or by making such request via email at [_____].

NOTIFICATIONS

Securities Law Information. This Appendix, the Award Agreement, the Plan and all other materials that you may receive regarding participation in the Plan do not constitute advertising or an offering of securities in Russia. Absent any requirement under local law, the issuance of securities pursuant to the Plan has not and will not be registered in Russia; hence, the securities described in any Plan-related documents may not be used for offering or public circulation in Russia.

Exchange Control Information. You may be required to repatriate certain cash amounts received with respect to the Awards to Russia as soon as you intend to use those cash amounts for any purpose, including reinvestment. If the repatriation requirement applies, such funds must initially be credited to you through a foreign currency account at an authorized bank in Russia. After the funds are initially received in Russia, they may be further remitted to foreign banks in accordance with Russian exchange control laws. Under the Directive N 5371-U of the Russian Central Bank (the “CBR”), the repatriation requirement may not apply in certain cases with respect to cash amounts received in an account that is considered by the CBR to be a foreign brokerage account. Statutory exceptions to the repatriation requirement also may apply. You should contact your personal advisor to ensure compliance with the applicable exchange control requirements prior to vesting in the Awards and/or selling shares of Common Stock.

Foreign Asset / Account Reporting Information. Russian residents are required to report the opening, closing or changing of details of any foreign bank or brokerage account to the Russian tax authorities within one (1) month of opening, closing or changing the details of such account. Russian residents are also required to report, by June 1 of each year, the annual cash flow and/or financial assets (e.g., shares of Common Stock and financial instruments) held in an offshore brokerage or bank account due for the previous year. Reporting requirements were further revised to expand the reporting requirement to include financial asset (including shares of Common Stock) transactions in offshore accounts. Non-compliance with the reporting obligations could impact the vesting of the Units and your ability to receive shares of Common Stock pursuant to the Units, as well as your ability to maintain the account outside of Russia and participate in the Plan. Russian residents should consult with their personal tax advisor for additional information about these reporting obligations.

Labor Law Information. If Russian residents continue to hold shares of Common Stock acquired at the vesting of the Units after an involuntary termination of their employment, they will not be eligible to receive unemployment benefits in Russia.

Anti-Corruption Law. Certain individuals, who hold public office in Russia, as well as their spouses and dependent children, are prohibited from opening or maintaining foreign brokerage or bank accounts and holding any securities, whether acquired directly or indirectly in a foreign company (including shares of Common Stock acquired under the Plan).

SINGAPORE

TERMS AND CONDITIONS

Sale Restriction. You agree that any shares of Common Stock acquired pursuant to the Units will not be offered for sale in Singapore prior to the six-month anniversary of the grant date, unless such sale or offer is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”), or pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA.

NOTIFICATIONS

Securities Law Information. The grant of the Units is being made pursuant to the “Qualifying Person” exemption” under section 273(1)(f) of the SFA under which it is exempt from the prospectus and registration requirements and is not made with a view to the underlying shares of Common Stock being subsequently offered for sale to any other party. The Plan has not been and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore.

Director Notification Requirement. The directors of a Singapore Subsidiary are subject to certain notification requirements under the Singapore Companies Act. The directors must notify the Singapore Subsidiary in writing of an interest (e.g., Units, shares of Common Stock, etc.) in the Company or any related company within two business days of (i) its acquisition or disposal, (ii) any change in a previously-disclosed interest (e.g., upon vesting of the Units or when shares of Common Stock acquired under the Plan are subsequently sold), or (iii) becoming a director. You understand that if you are the Chief Executive Officer (“CEO”) of a Singapore Subsidiary and the above notification requirements are determined to apply to the CEO of a Singapore Subsidiary, the above notification requirements also may apply to you.

SOUTH AFRICA

TERMS AND CONDITIONS

Tax-Related Items. The following provision supplements Section 9 of the Award Agreement (Tax-Related Items):

You may be required to immediately notify the Employer of the amount of the fair market value of any shares of Common Stock issued upon vesting of the Units. You may be liable for a fine if you fail to complete this notification. You will be solely responsible for paying any difference between the actual Tax-Related Items and the amount withheld by the Employer.

NOTIFICATIONS

Securities Law Information. In compliance with South African securities laws, the documents listed below are available on the following Company websites:

i.a copy of the Company's most recent annual report (i.e., Form 10-K) is available on the “Investor Relations” website at [_____]; and

ii.a copy of the Plan Prospectus is available on the “Stock Programs website” at [_____].

A copy of the above documents will be sent to you free of charge on written request to Global Rewards Equity Administration, Motorola Solutions, Inc., 500 W. Monroe Street, Chicago, Illinois 60661 U.S.A. In addition, you should contact your tax advisor for specific information concerning your personal tax situation with regard to Plan participation.

Exchange Control Information. The Units may be subject to exchange control regulations in South Africa. In particular, if you are a South African resident for exchange control purposes, you are required to obtain approval from the South African Reserve Bank for payments (including payment of proceeds from the sale of shares of Common Stock) that you receive into accounts based outside of South Africa (e.g., a U.S. brokerage account established with the Designated Broker). Because exchange control regulations are subject to change, South African residents should consult with their personal advisor to ensure compliance with current regulations.

SPAIN

TERMS AND CONDITIONS

Nature of Grant. The following provision supplements Section 10 of the Award Agreement (Nature of Grant):

By accepting the Award, 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 discretionally decided to grant Units under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. This 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 of its Subsidiaries other than as expressly set forth in the Plan and the Agreement. Consequently, you understand that the Units are granted on the assumption and condition that the Units and any shares of Common Stock issued upon vesting of the Units are not a part of any employment contract (either with the Company or any Subsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever.

Further, you understand and agree that, unless otherwise expressly provided for by the Company or set forth in the Agreement, the Units will be cancelled without entitlement to any shares of Common Stock if your employment is terminated for any reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Company, in its sole discretion, shall determine the date when your employment has terminated for purposes of the Units.

In addition, you understand that this grant would not be made to you 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 Units shall be null and void.

NOTIFICATIONS

Securities Law Information. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with the Units. The Agreement has not been, nor will it be, registered with the Comisión Nacional del Mercado de Valores, and does not constitute a public offering prospectus.

Foreign Asset / Account Reporting Information. To the extent that Spanish residents hold rights or assets (e.g., shares of Common Stock, cash, etc.) in a bank or brokerage account outside of Spain with a value in excess of €50,000 per type of right or asset as of December 31 each year, such residents are required to report information on such rights and assets on their tax return for such year. Shares of Common Stock constitute securities for purposes of this requirement, but unvested rights (e.g., Units) are not considered assets or rights for purposes of this requirement.

If applicable, Spanish residents must report the assets or rights on Form 720 by no later than March 31 following the end of the relevant year. After such assets or rights are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported assets or rights increases by more than €20,000. Failure to comply with this reporting requirement may result in penalties.

Spanish residents are also required to electronically declare to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the securities held in such accounts, if the value of the transactions for all such accounts during the prior tax year or the balances in such accounts as of December 31 of the prior tax year exceeds €1,000,000. More frequent reporting is required if such transaction value or account balance exceeds €1,000,000.

Spanish residents should consult with their personal tax and legal advisors to ensure compliance with their personal reporting obligations.

Exchange Control Information. In the event that you hold 10% or more of the share capital or voting rights of the Company or such other amount that would entitle you to join the Board of Directors of the Company, you must declare such holding to the Spanish Dirección General de Comercio Internacional e Inversiones (the “DGCI”), the Bureau for Commerce and Investments, which is a department of the Ministry of Industry, Trade and Tourism. Such declaration should be done by filing a Form D-6 each January while the shares of Common Stock are owned. In addition, the acquisition and sale when you hold 10% or more of the share capital or voting rights of the Company must also be declared on Form D-6 filed with the Spanish Registro de Inversiones within one month from the acquisition or sale.

SWEDEN

TERMS AND CONDITIONS

Tax-Related Items. This provision supplements Section 9 of the Award Agreement (Tax-Related Items):

Without limiting the Company’s and the Employer’s authority to satisfy their withholding obligations for Tax-Related Items as set forth in Section 9 of the Award Agreement, by accepting the grant of Units, you authorize the Company and/or the Employer to withhold shares of Common Stock or to sell shares of Common Stock otherwise deliverable to you upon vesting/settlement to satisfy Tax-Related Items, regardless of whether the Company and/or the Employer has an obligation to withhold such Tax-Related Items.

SWITZERLAND

NOTIFICATIONS

Securities Law Information. The Units are not intended to be publicly offered in or from Switzerland. Because the offer of Units is considered a private offering, it is not subject to registration in Switzerland. Neither this document nor any other materials relating to the Units (i) constitutes a prospectus according to articles 35 et seq. of the Swiss Federal Act on Financial Services (“FinSA”) (ii) may be publicly distributed or otherwise made publicly available in Switzerland to any person other than an employee and other service provider of the Company or its Subsidiaries or (iii) has been or will be filed with, approved or supervised by any Swiss reviewing body according to article 51 FinSA or any Swiss regulatory authority, including the Swiss Financial Supervisory Authority (FINMA).

TAIWAN

TERMS AND CONDITIONS

Data Privacy. The following provision supplements the Section 15 of this Agreement (Consent to Transfer Personal Data):

You acknowledge that you have read and understood the terms regarding collection, processing and transfer of Data contained in Section 15 of this Agreement and agree that by participating in the Plan you agree to such terms. In this regard, upon request of the Company or the Employer, you agree to provide any executed data privacy consent form to the Employer or the Company (or any other agreements or consents that may be required by the Employer or the Company) that the Company and/or the Employer may deem necessary to obtain under the data privacy laws in your country, either now or in the future. You understand you will not be able to participate in the Plan if you fail to execute any such consent or agreement.

NOTIFICATIONS

Securities Law Information. The offer of participation in the Plan is available only for employees of the Company and its Subsidiaries. The offer of participation in the Plan is not a public offer of securities by a Taiwanese company.

Exchange Control Information. Taiwanese residents may acquire and remit foreign currency (including proceeds from the sale of shares of Common Stock) up to US$5,000,000 per year without justification. If the transaction amount is TWD500,000 or more in a single transaction, the resident must submit a Foreign Exchange Transaction Form and provide supporting documentation to the satisfaction of the remitting bank.

If the transaction amount is US$500,000 or more, you may be required to provide additional supporting documentation to the satisfaction of the remitting bank. Please consult your personal advisor to ensure compliance with applicable exchange control laws in Taiwan.

THAILAND

NOTIFICATIONS

Exchange Control Information. Thai residents realizing US$1,000,000 or more in a single transaction from the sale of shares of Common Stock or the payment of dividends are required to repatriate the cash proceeds to Thailand immediately following the receipt of such proceeds and to then either convert such repatriated proceeds into Thai Baht or deposit the proceeds into a foreign currency account opened with any commercial bank in Thailand within 360 days of repatriation. Further, for repatriated amounts of US$1,000,000 or more, Thai residents must specifically report the inward remittance to the Bank of Thailand on a Foreign Exchange Transaction Form.

Failure to comply with the above obligations may lead to penalties being assessed by the Bank of Thailand. Because exchange control regulations change frequently and without notice, you should consult with your legal advisor before selling any shares of Common Stock (or receiving any other funds in connection with the Plan) to ensure compliance with current regulations. It is your responsibility to comply with exchange control laws in Thailand and neither the Company nor the Employer will be liable for any fines or penalties resulting from failure to comply with applicable laws.

TÜRKIYE

NOTIFICATIONS

Securities Law Information. Residents of Türkiye are not permitted to sell shares of Common Stock acquired under the Plan in Türkiye. The shares of Common Stock are currently traded on the New York Stock Exchange, which is located outside of Türkiye, under the ticker symbol “MSI” and the shares of Common Stock may be sold through this exchange.

Financial Intermediary Information. In certain circumstances, residents of Türkiye are permitted to sell shares of Common Stock traded on a non-Türkiye stock exchange only through a financial intermediary licensed in Türkiye. Therefore, residents of Türkiye may be required to appoint a Türkiye broker to assist with the sale of the shares of Common Stock acquired under the Plan. Residents of Türkiye should consult their personal legal advisor before selling any shares of Common Stock acquired under the Plan to confirm the applicability of this requirement.

UKRAINE

TERMS AND CONDITIONS

Issuance of Shares. The following provision supplements Sections 4 (Delivery of Certificates or Equivalent) and 5 (Whole Shares) of the Award Agreement:

Notwithstanding the foregoing, the Company reserves the right to (i) require that you sell all shares of Common Stock underlying the Units, either immediately upon receipt of such shares of Common Stock or upon termination of your service, or (ii) settle the Units in cash, if it determines it is necessary or advisable to do so in light of regulatory requirements in Ukraine. In the event that the Units are settled in

cash, the amount of the cash payment shall be based on the fair market value of the shares of Common Stock on the date the shares of Common Stock would otherwise be issued to you.

NOTIFICATIONS

Exchange Control Information. You understand that you are responsible for complying with the applicable exchange control regulations in Ukraine. As the exchange control regulations in Ukraine may change without notice, you should consult a legal advisor prior to opening any account outside of Ukraine and in connection with the vesting of your Units and the sale of any shares of Common Stock acquired at vesting to ensure your compliance with the regulations.

UNITED ARAB EMIRATES

NOTIFICATIONS

Securities Law Information. The offer of the Units is available only for select employees of the Company and its Subsidiaries and is in the nature of providing employees incentives in the United Arab Emirates. The Plan and the Agreement are intended for distribution only to such employees and must not be delivered to, or relied on by any other person. Prospective purchasers of securities should conduct their own due diligence.

The Emirates Securities and Commodities Authority has no responsibility for reviewing or verifying any documents in connection with this statement, including the Plan and the Agreement, or any other incidental communication materials distributed in connection with the Units. Further, neither the Ministry of Economy nor the Dubai Department of Economic Development has approved this statement nor taken steps to verify the information set out in it, and has no responsibility for it. Residents of the United Arab Emirates who have any questions regarding the contents of the Plan and the Agreement should obtain independent professional advice.

UNITED KINGDOM

TERMS AND CONDITIONS

Tax-Related Items. This provision supplements Section 9 of the Award Agreement (Tax-Related Items):

Without limitation to Section 9 of the Award Agreement, you agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by HM Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also agree to indemnify and keep indemnified the Company and (if different) the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC on your behalf (or any other tax authority or any other relevant authority).

Notwithstanding the foregoing, if you are a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), you understand that you may not be able to indemnify the Company for the amount of any Tax-Related Items not collected from or paid by you, if the indemnification could be considered to be a loan. In this case, the Tax-Related Items not collected or paid may constitute a benefit to you on which additional income tax and National Insurance Contributions (“NICs”) may be payable. You understand that you will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company and/or the Employer (as appropriate) the amount of any NICs due on this additional benefit, which may also be recovered from you by any of the means referred to in Section 9 of the Award Agreement.

VIETNAM

TERMS AND CONDITIONS

Form of Payment. Notwithstanding Section 5 of the Award Agreement, vested Units shall be paid in the form of cash, through local payroll, for each vested Unit and no shares of Common Stock will be issued. The cash payment will equal the number of vested Units multiplied by the fair market value of one (1) share of Common Stock on the RSU Vesting Date less any Tax-Related Items.

EXHIBIT A

EMPLOYER STATEMENT

Pursuant to Section 3(1) of the Danish Act on Stock Options in employment relations as amended effective as of 1 January 2019 (the “Stock Option Act”), you are entitled to receive the following information regarding the Motorola Solutions, Inc. (the “Company”) restricted stock unit program in a separate written statement.

This statement contains only the information required to be mentioned under the Stock Option Act while the other terms and conditions of your restricted stock unit grant (“RSUs”) are described in detail in the Motorola Solutions Omnibus Incentive Plan of 2015 (the “Plan”) and the Restricted Stock Unit Award Agreement including any country-specific appendix (collectively, the “Agreement”), which have been given to you. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan or Agreement.

1.    Date of grant of unfunded right to receive shares of common stock upon satisfying certain conditions

The grant date of your RSUs is the date that the Board of Directors of the Company or a committee thereof (the “Committee”) approved a grant for you and determined it would be effective.

2.    Terms or conditions for grant of a right to future award of common stock

The grant of RSUs will be at the sole discretion of the Board or the appropriate Committee. Employees of the Company and its subsidiaries are eligible to participate in the Plan. The Company may decide, in its sole discretion, not to make any grants of RSUs to you in the future. Under the terms of the Plan and the Agreement, you have no entitlement or claim to receive future RSUs or other equity awards.

3.    Vesting Date or Period

Generally, your RSUs will vest over the course of a period of time, as provided in the Agreement. Your RSUs shall be converted into an equivalent number of shares of common stock of the Company upon vesting.

4.    Exercise Price

No exercise price is payable upon the vesting of your RSUs and the issuance of the Company’s common stock to you in accordance with the vesting schedule described above.

5.    Your rights upon termination of employment

The treatment of your RSUs upon termination of your continuous service will be determined in accordance with the termination provisions in the Agreement. Unless otherwise described in this Section 5 or the Agreement, upon termination of your service, all of your unvested RSUs will be cancelled and forfeited to the Company. However, in the event your termination of employment due to death or Total and Permanent Disability, your RSUs will fully vest. Sections 3(b) and 3(e) of the Agreement discuss the treatment of the RSUs in the event of a Change in Control or termination due to Divestiture.

6.    Financial aspects of participating in the Plan

The grant of RSUs has no immediate financial consequences for you. The value of the RSUs is not taken into account when calculating holiday allowances, pension contributions or other statutory consideration calculated on the basis of salary.

Shares of common stock are financial instruments and investing in common stock will always have financial risk. The value of the common stock will not only be dependent on the Company’s financial development, but also on the general development of the stock market. The future value of the Company’s common stock is unknown, indeterminate and cannot be predicted with certainty.

Motorola Solutions, Inc.

ARBEJDSGIVERERKLÆRING

I henhold til § 3, stk. 1, i lov om brug af køberet eller tegningsret mv. i ansættelsesforhold som ændret med virkning fra 1. januar 2019 ("Aktieoptionsloven") er du berettiget til i en særskilt skriftlig erklæring at modtage følgende oplysninger om den for Motorola Solutions Inc. ("Selskabet") gældende RSU-ordning.

Denne erklæring indeholder kun de oplysninger, der kræves i henhold til Aktieoptionsloven, hvorimod de øvrige vilkår og betingelser for din tildeling af Restricted Stock Units ("RSU'er") er nærmere beskrevet i Motorola Solutions Omnibus Incentive Plan of 2015 ("Ordningen") og i Restricted Stock Unit Award Agreement, inklusive eventuelle landetillæg (samlet "Aftalen"), som du har fået udleveret. Begreber, der står med stort begyndelsesbogstav i denne arbejdsgivererklæring, men som ikke er defineret heri, har den betydning, der er defineret i Ordningen eller Aftalen.

1.    Tidspunkt for tildeling af den vederlagsfri ret til at modtage ordinære aktier mod opfyldelse af visse betingelser

Tidspunktet for tildelingen af dine RSU'er er den dato, hvor Selskabets Bestyrelse eller et bestyrelsesudvalg ("Udvalget") har godkendt tildelingen til dig og fastslået, at den er gyldig.

2.    Vilkår og betingelser for tildeling af en ret til fremover at modtage ordinære aktier

Tildelingen af RSU'er sker efter Bestyrelsens eller det relevante Udvalgs eget skøn. Medarbejdere i Selskabet og i dets datterselskaber kan deltage i Ordningen. Selskabet kan efter eget skøn vælge ikke at tildele dig nogen RSU'er i fremtiden. I henhold til Ordningens og Aftalens bestemmelser har du ikke hverken ret til eller krav på fremover at modtage RSU'er eller andre aktiebaserede tildelinger.

3.    Modningstidspunkt eller -periode

Dine RSU'er modnes som udgangspunkt over en bestemt periode som anført i Aftalen. På modningstidspunktet konverteres RSU'erne til et tilsvarende antal ordinære aktier i Selskabet.

4.    Udnyttelseskurs

Der skal ikke betales nogen udnyttelseskurs i forbindelse med modningen af dine RSU'er og Selskabets udstedelse af ordinære aktier til dig i overensstemmelse med den ovenfor beskrevne modningstidsplan.

5.    Din retsstilling ved fratræden

I tilfælde af ophør af din fortsatte ansættelse vil dine RSU'er blive behandlet i overensstemmelse med ophørsbestemmelserne i Aftalen. Medmindre andet følger af dette pkt. 5 eller af Aftalen, vil alle ikke-modnede RSU'er ved din fratræden bortfalde og blive tilbageført til Selskabet. Hvis ansættelsesforholdet ophører som følge af død eller Fuldstændig og Permanent Uarbejdsdygtighed, vil dine RSU'er dog modne fuldt ud. Behandlingen af RSU'er i tilfælde af Kontrolskifte eller opsigelse som følge af Frasalg er beskrevet i Aftalens pkt. 3(b) og 3(e).

6.    Økonomiske aspekter ved deltagelse i Ordningen

Tildelingen af RSU'er har ingen umiddelbare økonomiske konsekvenser for dig. Værdien af RSU'erne indgår ikke i beregningen af feriepenge, pensionsbidrag eller andre lovpligtige, vederlagsafhængige ydelser.

Ordinære aktier er finansielle instrumenter, og investering i ordinære aktier vil altid være forbundet med en økonomisk risiko. Værdien af de ordinære aktier afhænger ikke alene af Selskabets økonomiske udvikling, men også af den generelle udvikling på aktiemarkedet. Den fremtidige værdi af Selskabets ordinære aktier kendes ikke og kan ikke forudsiges med sikkerhed.

Motorola Solutions, Inc.

47

Document

Exhibit 10.4

RESTRICTED STOCK UNIT AWARD AGREEMENT

Recipient: %%FIRST_NAME_MIDDLE_NAME_LAST_NAME%-% Date of Grant:<br><br>%%OPTION_DATE,'Month DD, YYYY'%-%
Employee ID:<br><br>%%EMPLOYEE_IDENTIFIER%-% Number of Restricted Stock Units:<br><br>%%TOTAL_SHARES_GRANTED%-%

Motorola Solutions, Inc. (“Motorola Solutions” or the “Company”) is pleased to grant you this Restricted Stock Unit Award (“Award”) under the Motorola Solutions Amended and Restated Omnibus Incentive Plan of 2015, as may be amended (the “Plan”). The Date of Grant and the total number of Motorola Solutions restricted stock units (the “Units”) are stated above. The summary vesting schedule stated above is subject to the terms and conditions of the Agreement (defined below), including, but not limited to, the special vesting conditions set forth in Section 3 below. Each Unit granted represents an unsecured contractual obligation of the Company to issue one share of Motorola Solutions Common Stock (“Common Stock”) upon satisfaction of the terms and conditions set forth in the this Restricted Stock Unit Award Agreement (the “Award Agreement”), including any country-specific terms for your country set forth in the appendix attached hereto (the “Appendix” and, together with the Award Agreement, the “Agreement”), and to all of the terms and conditions of the Plan.

WHEREAS, the Award is being made by the Compensation and Leadership Committee (the “Compensation Committee”) of the Board of Directors of the Company;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the Company hereby awards Units to you on the following terms and conditions:

1.Award of Restricted Stock Units. The Company hereby grants you the total number of Units stated above subject to the terms and conditions set forth in the Agreement, including any country-specific terms for your country set forth in the Appendix, and to all of the terms and conditions of the Plan. Each Unit granted represents an unsecured contractual obligation of the Company to issue one share of Common Stock upon satisfaction of the terms and conditions set forth in the Agreement.

2.Restrictions. The Units are being awarded to you 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, you 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 you violate or attempt to violate this transfer restriction.

b.Restricted Conduct. If you engage in any of the conduct described in subparagraphs (i) or (ii) below for any reason, in addition to all remedies in law and/or equity available to the Company or any Subsidiary (as defined in Section 27 below), including the recovery of liquidated damages, you 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 27 below) of the 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 Tax-Related Items (as defined in Section 9) that may have been deducted from such amount. In its sole discretion, the Compensation Committee may amend or waive the provisions of subparagraphs (i) and (ii) below, in whole or in part, to the extent necessary or advisable to comply with applicable laws. For purposes of subparagraphs (i) and (ii) below, “Company” or “Motorola Solutions” shall mean Motorola Solutions, Inc. and/or any of its Subsidiaries.

i.Confidential Information. During the course of your employment with the Company or any Subsidiary and (A) at any time thereafter, you agree that you will not use or disclose, except on behalf of the Company and pursuant to the Company’s directions, any trade secrets of the Company, and (B) for fifteen years following the termination of your employment with the Company or any Subsidiary, you agree that you will not use or disclose, except on behalf of the Company and pursuant to the Company’s directions, any Confidential Information (as defined in Section 27 below); and/or

ii.Solicitation of Employees. During your employment and for a period of one year following the termination of your employment for any reason, you agree that 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 who possesses Confidential Information to terminate his/her employment with the Company and/or to seek employment with your new or prospective employer, or any other company.

You expressly agree that the Company may take such actions as are necessary or appropriate to effectuate the foregoing (as applicable to you) or applicable law without further consent or action being required by you. For purposes of the foregoing and as a condition to the grant, you expressly and explicitly authorize the Company to issue instructions, on your behalf, to the Designated Broker (as defined in Section 27 below) (or any other stock plan service provider engaged by the Company to administer awards granted under the Plan) to re-convey, transfer or otherwise return such shares of Common Stock and/or other amounts to the Company.

You are hereby advised in writing to consult with an attorney before entering into the restrictions outlined in this Section 2. You acknowledge that prior to acceptance of this Agreement, you have been advised by the Company of your right to seek independent advice from an attorney of your own selection regarding this Agreement, including the restraints imposed upon you pursuant to this Section 2. You acknowledge that you have entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. You further represent that in entering into this Agreement, you are not relying on any statements or representations made by any of the Company’s directors, officers, employees or agents which are not expressly set forth herein, and that you are relying only upon your own judgment and any advice provided by the your attorney. You acknowledge that you have been provided at minimum 14 calendar days to review the provisions contained herein.

Notwithstanding the foregoing, nothing in this Section 2 is intended to or shall limit, prevent, impede or interfere with your non-waivable right, without prior notice to the Company, to provide information to the government, participate in investigations, testify in proceedings regarding the Company or any Subsidiary’s past or future conduct, engage in any activities protected under whistleblower statutes, or to receive and fully retain a monetary award from a government-administered whistleblower award program for providing information directly to a government agency (and for purpose of clarity, you are not prohibited from providing information voluntarily to the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 21F of the Exchange Act (as defined in Section 9 below)). You do not need prior authorization from the Company to make any such reports or disclosures and are not required to notify the Company that you have made such reports or disclosures.

In addition, and notwithstanding the foregoing, the U.S. Defend Trade Secrets Act of 2016 (“DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding,

if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (x) files any document containing the trade secret under seal and (y) does not disclose the trade secret, except pursuant to court order.

1.Vesting. Subject to the terms and conditions of the 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 in accordance with the following schedule (the applicable date, the “RSU Vesting Date”):

i.

Shares Vest Date
%%SHARES_PERIOD1%-% %%VEST_DATE_PERIOD1,'Month DD, YYYY'%-%
%%SHARES_PERIOD2%-% %%VEST_DATE_PERIOD2,'Month DD, YYYY'%-%
%%SHARES_PERIOD3%-% %%VEST_DATE_PERIOD3,'Month DD, YYYY'%-%
%%SHARES_PERIOD4%-% %%VEST_DATE_PERIOD4,'Month DD, YYYY'%-%

ii.The period from the Date of Grant through the last vesting date set forth above is referred to as the “Restriction Period”. Any unvested Units shall be automatically forfeited upon your termination of employment with Motorola Solutions 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 you any consideration whatsoever for forfeited Units.

iii.For purposes of the Award, your employment with the Company or a Subsidiary shall be considered terminated as of the date that you are no longer considered an employee on the payroll of Motorola Solutions or a Subsidiary; the Company shall have the exclusive discretion to determine when your employment with the Company or a Subsidiary has terminated for purposes of the Award.

iv.If, during the Restriction Period, you take a Leave of Absence (as defined in Section 27 below) from Motorola Solutions or a Subsidiary, the Units will continue to be subject to the terms of the Agreement. If the Restriction Period expires while you are on a Leave of Absence, you will be entitled to the Units even if you have not returned to active employment.

a.Change in Control. If a Change in Control of the Company occurs and the successor corporation (or parent thereof) does not assume the Award or replace it with a comparable award, then the Units shall fully vest on the date of such Change in Control; provided, further, that if the Award is assumed or replaced, any agreement or other documentation providing for such assumption or replacement shall provide that the assumed or replaced Award shall be fully vested in the event of your involuntary termination (for a reason other than “Cause”) or if you quit for “Good Reason,” in either case within 24 months of the Change in Control. For purposes of this paragraph, the terms “Change of Control”, “Cause” and “Good Reason” are defined in the Plan.

b.Total and Permanent Disability. All unvested Units shall fully vest upon your termination of employment with Motorola Solutions and its Subsidiaries due to Total and Permanent Disability (as defined in Section 27 below).

c.Death. All unvested Units shall fully vest upon your termination of employment with Motorola Solutions and its Subsidiaries due to death.

d.Certain Terminations of Employment. In the case of a Termination due to a Divestiture (as defined in Section 27 below) in which the Units are not assumed by your successor employer (or a parent or subsidiary thereof) or replaced with an award at least comparable to these Units, or if Motorola Solutions or a Subsidiary terminates your employment for reasons other than for Serious Misconduct (as defined in Section 27 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 (i)(A) the total number of Units subject to the Award, multiplied by (B) 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 termination and the denominator of which is the Restriction Period, minus (ii) any Units that vested prior to such termination. Any Units remaining unvested at the date of such termination shall be forfeited.

1.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 U.S. brokerage account for you with the Designated Broker (as defined in Section 27) and credit to that account the number of shares of Common Stock equal to the number of Units that have vested, less any Tax-Related Items (as defined in Section 9 below); or (ii) deliver to you a certificate representing a number of shares of Common Stock equal to the number of Units that have vested, less any shares withheld or sold to cover Tax-Related Items (as defined in Section 9 below).

b.Subject to Section 26, the actions contemplated by clauses (i) and (ii) above shall occur within 60 days following the date that the applicable Units vested.

2.Whole Shares. Vested Units shall be paid in whole shares of Common Stock; no fractional shares shall be credited or delivered to you.

3.Adjustments. The Units shall be subject to adjustment as provided in Section 15 of the Plan.

4.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.

5.Dividends and Stockholder Rights.

a.Dividends. No dividends (or dividend equivalents) shall be paid with respect to Units credited to your account.

b.Stockholder Rights. You 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.

6.Tax-Related Items.

a.Responsibility for Taxes. By accepting the Award, you acknowledge and agree that:

i.regardless of any action taken by the Company or, if different, your employer (the “Employer”), you shall be ultimately responsible for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or legally imposed on the Company or the Employer as a result of your participation in the

Plan and deemed by the Company or the Employer to be an appropriate charge to you (“Tax-Related Items”);

ii.your liability for Tax-Related Items may exceed the amount, if any, actually withheld by the Company or the Employer;

iii.the Company and/or the Employer make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the Units, the subsequent sale of shares of Common Stock acquired pursuant to such settlement and the receipt of any dividends;

iv.the Company and/or the Employer do not commit to and are under no obligation to structure the terms of the grant of the Award or any aspect of the Award to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result; and

v.if you are subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, 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.

a.Withholding Taxes. In connection with any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, 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 shares of Common Stock otherwise deliverable to you in connection with vesting of the Units; or

ii.withholding from proceeds of the sale of shares of Common Stock acquired upon vesting of the Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization).

Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering statutory or other withholding rates, including minimum and maximum rates applicable in the relevant jurisdiction(s). In the event of over-withholding, you may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Common Stock), or if not refunded, you may seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or Employer. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, you are deemed to have been issued the full number of shares of Common Stock subject to the vested Units, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the shares of Common Stock, or the proceeds of the sale of such shares, if you fail to comply with your obligations in connection with the Tax-Related Items.

a.Withholding Taxes for Section 16 Officers. Notwithstanding Section 9(b) above, if you are considered an officer for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) you may elect to satisfy your obligations for Tax-Related Items by one of the withholding methods set forth in Section 9(b)(i) - (ii) above, unless otherwise set forth in the Appendix for your country. In the absence of such an election, the Company and/or the Employer will satisfy the obligations with regard to all Tax-Related Items by withholding in shares of Common Stock otherwise deliverable in connection with

the applicable vesting Units, as set forth in Section 9(b)(i), unless the use of such withholding method is problematic under applicable tax or securities laws, or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items will be satisfied by the methods set forth in Sections 9(b)(ii) above.

1.Nature of Grant. By accepting the Award, you acknowledge, understand and agree that:

a.the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

b.the grant of Units is exceptional, voluntary, non-recurrent and occasional and does not create any contractual or other right to receive future grants of Units, or benefits in lieu of Units, even if Units have been granted in the past;

c.all decisions with respect to future grants of Units or other awards, if any, will be at the sole discretion of the Company;

d.the Award and your participation in the Plan shall not create or amend an employment or service contract with the Company, the Employer or any Subsidiary, and shall not interfere with the ability of the Company, the Employer or any Subsidiary, as applicable, to terminate your employment relationship (if any) at any time;

e.you are voluntarily participating in the Plan;

f.the Units and the shares of Common Stock subject to the Units are not intended to replace any pension rights or compensation;

g.the Units and the shares of Common Stock subject to the Units, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, leave-related pay, pension or retirement benefits or payments, welfare benefits or any similar mandatory payments;

h.the future value of the shares of Common Stock underlying the Units is unknown, indeterminable and cannot be predicted with certainty;

i.except as otherwise provided in the Agreement, in the Plan or by the Company in its discretion, the Units and the benefits evidenced by the Agreement do not create any entitlement to have the Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Common Stock of the Company;

j.unless otherwise agreed with the company in writing, the Units and the shares of Common Stock subject to the Units, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of any Subsidiary;

k.the Units and the shares of Common Stock subject to the Units are not part of normal or expected compensation or salary for any purpose;

l.none of the Company, the Employer or any Subsidiary shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value of the Units or of any amounts due to you pursuant to the settlement of the Units or the subsequent sale of any shares of Common Stock acquired upon settlement of the Units; and

m.no claim or entitlement to compensation or damages shall arise from forfeiture of the Units resulting from the termination of your employment (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any).

2.Acknowledgements. Except with respect to the subject matter of Sections 2(b)(i) and (ii) and Sections 16 and 17 hereof, the Agreement represents the entire agreement between you and 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 17 below to be unenforceable, in whole or in part, the remainder of this Agreement shall nevertheless be enforceable and binding on the parties. You hereby 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, by accepting the Award, you affirmatively state that you have not, will not and cannot rely on any representations not expressly made herein.

3.Motorola Solutions Assignment Rights. Motorola Solutions shall have the right to assign the Agreement, which shall not affect the validity or enforceability of the Agreement. The Agreement shall inure to the benefit of assigns and successors of Motorola Solutions.

4.Actions by the Compensation Committee. The Compensation Committee may delegate its authority to administer the Agreement. The actions and determinations of the Compensation Committee or its delegate shall be binding upon the parties.

5.Agreement Following Termination of Employment.

a.You agree that upon termination of employment with Motorola Solutions or a Subsidiary (as defined in Section 27 below), you will immediately inform Motorola Solutions of (i) the identity of any new employer (or the nature of any start-up business or self-employment), (ii) your new title, and (iii) your job duties and responsibilities.

b.You hereby authorize Motorola Solutions or a Subsidiary to provide a copy of the Agreement to your new employer. You further agree to provide information to Motorola Solutions or a Subsidiary as may from time to time be requested in order to determine your compliance with the terms hereof.

6.Consent to Transfer Personal Data.

a.By accepting the Award, you hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in the Agreement and any other Award grant materials (“Data”) by and among, as applicable, the Employer, the Company and any Subsidiary for the exclusive purpose of implementing, administering and managing your participation in the Plan. You understand that Data may include certain personal data about you, including, but not limited to, your name, home address, email address and telephone number, date of birth, social insurance number, passport number or other identification number, salary, nationality, job title, any shares of Common Stock or directorships held in the Company, details of all Units or any other entitlement to shares of Common Stock awarded, canceled, purchased, exercised, vested, unvested or outstanding in your favor, for the exclusive purpose of implementing, administering and managing the Plan. The Company collects Data directly from you or from other sources such as the Designated Broker.

b.You understand that Data will be transferred to the Designated Broker, which is assisting the Company with the implementation, administration and management of the Plan. Motorola Solutions and/or its Subsidiaries will transfer Data among themselves as necessary for the exclusive purpose of implementation, administration and management of your participation in the Plan, and Motorola Solutions and/or any of its Subsidiaries may

each further transfer Data to any third parties assisting Motorola Solutions in the implementation, administration and management of the Plan. Data also may also be shared with the Company’s information technology and human resources service providers, with its legal and professional advisors and with governmental authorities, including taxation authorities. You understand that the recipients of Data may be located in the United States or elsewhere, and that a recipient’s country of operation (e.g., the United States) may have different data privacy laws and protections than your country of residence. You understand that if you reside outside the United States or in the state of California, you may request a list with the names and addresses of any recipients of Data by contacting your human resources representative.

c.You authorize the Company, the Designated Broker and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. The Company has entered into written contracts with its third party service providers to process your Data pursuant to the Company’s instructions. The Company does not sell your Data. It also does not share your Data with other recipients other than as stated in this Agreement.

d.You understand that Data will be held only as long as is necessary and in accordance with applicable law to implement, administer and manage your participation in the Plan. You understand if you reside outside the United States or in the state of California, you may, at any time, view or access Data, request additional information about the storage and processing of Data, request any necessary amendments or corrections to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your human resources representative. You understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to withdraw your consent, your employment status with the Employer will not be affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to make grants of Units or other awards to you, or administer or maintain such awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. The Company does not discriminate against you for exercising your rights with respect to your Data. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your human resources representative.

e.If you work or reside in the European Union, European Economic Area, Switzerland or the United Kingdom, you acknowledge that you have read the Terms and Conditions appearing in the Appendix to this Award Agreement for Countries within the European Union, European Economic Area, Switzerland and the United Kingdom related to the European General Data Protection Regulation.

f.If you work or reside in the state of California, you acknowledge that you have read the Motorola Solutions U.S. Personnel Privacy Notice available on the Motorola Solutions website at [_____].

7.Remedies for Breach. You hereby acknowledge that the harm caused to the Company by the breach or anticipated breach of Sections 2(b)(i) and/or 2(b)(ii) hereof will be irreparable and further agree the Company may obtain injunctive relief against you in addition to and cumulative with any other legal or equitable rights and remedies the Company may have pursuant to the Agreement, any other agreements between you and the Company for the protection of Confidential Information or law, including the recovery of liquidated damages. You agree that any interim or final equitable relief entered by a court of competent jurisdiction, as specified in Section 17 below, will, at the request of the Company, be entered on consent and enforced by any such court having jurisdiction over you. 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.

8.Governing Law and Choice of Venue. All questions concerning the construction, validity and interpretation of the Agreement shall 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 the Agreement shall be brought only in the state or federal courts of Illinois.

9.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 underlying shares of Common Stock. You acknowledge and agree that you should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.

10.Compliance with Law. Notwithstanding any other provision of the Plan or the Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the shares of Common Stock, the Company shall not be required to deliver any shares of Common Stock issuable upon vesting of the Units prior to the completion of any registration or qualification of the Common Stock under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the SEC or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. You understand that the Company is under no obligation to register or qualify the Common Stock with the SEC or any state or foreign securities commission, or to seek approval or clearance from any governmental authority for the issuance or sale of the shares of Common Stock. Further, you agree that the Company shall have unilateral authority to amend the Plan and the Agreement without your consent to the extent necessary to comply with securities or other laws applicable to issuance of shares of Common Stock.

11.Insider Trading Restrictions/Market Abuse Laws. You acknowledge that, depending on your country of residence or the Designated Broker’s country or country where the Common Stock is listed, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to accept, acquire, sell, attempt to sell or otherwise dispose of Common Stock, rights to Common Stock (e.g., Units) or rights linked to the value of Common Stock during such times as you are considered to have “inside information” regarding the Company (as defined by or determined under the laws in the applicable jurisdiction). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before possessing inside information. Furthermore, you could be prohibited from (a) disclosing the inside information to any third party, which may include your fellow employees (other than on a “need to know” basis) and (b) “tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You are responsible for ensuring compliance with any applicable restrictions and should consult your personal legal advisor on this matter.

12.Language. You acknowledge that you are sufficiently proficient in English or have consulted with an advisor who is sufficiently proficient in English to understand the terms and conditions of the Agreement. Furthermore, if you have received the Agreement or any other document related to the Award and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

13.Exchange Control, Tax and/or Foreign Asset/Account Reporting. You acknowledge that there may be exchange control, tax, foreign asset and/or account reporting requirements which may affect your ability to acquire or hold shares of Common Stock acquired under the Plan or cash received from participating in the Plan (including from any dividends paid on shares of Common Stock acquired under the Plan) in a brokerage/bank account or legal entity outside your country. You may be required to report such accounts, assets, the balances therein, the value thereof and/or the transactions related thereto to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker within a certain time after receipt. In addition, you

agree to take any and all actions, and consent to any and all actions taken by the Company or the Employer as may be required to allow the Company or the Employer to comply with local laws, rules and regulations in your country of residence (and country of employment, if different). Finally, you agree to take any and all actions as may be required to comply with your personal legal and tax obligations under local laws, rules and regulations in your country of residence (and country of employment, if different).

14.Electronic Delivery and Acceptance. 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.

15.Appendix. Notwithstanding any provision of the Agreement, the Award shall be subject to any terms and conditions set forth in the Appendix to this Award Agreement for your country. Moreover, if you relocate to one of the countries included in the Appendix, the terms and conditions for such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of the Agreement.

16.Imposition of Other Requirements. The Company reserves the right to impose other requirements on your participation in the Plan, on the Units and on any shares of Common Stock acquired under the Plan (or the proceeds from the sale of such shares), to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

17.409A Compliance Applicable to You Only if Subject to U.S. Tax.

a.Notwithstanding any provision of the Agreement to the contrary, if you are a “specified employee” (certain officers of Motorola Solutions or its Subsidiaries or certain employee-stockholders of Motorola Solutions, both within the meaning of U.S. Treasury Regulation Section 1.409A-1(i) and using the identification methodology selected by Motorola Solutions from time to time and in accordance with U.S. Treasury Regulation Section 1.409A-1(i)) on the date of your termination of employment, any payment which would be considered “nonqualified deferred compensation” within the meaning of Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), that you are 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 your 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 your termination of employment, and (ii) your death.

b.Notwithstanding any provision of the Agreement that requires the Company to pay or deliver payments with respect to Units that would be considered “nonqualified deferred compensation” within the meaning of Section 409A of the Code 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 to the extent necessary to avoid penalties under Section 409A of the Code, the payment with respect to such Units will instead be paid or delivered on the earliest of (i) the specified date of payment or delivery originally provided for such Units, (ii) the date of your termination of employment (subject to any delay required by Section 26(a) above), (iii) the date of a Change in Control of the Company that constitutes a “change in ownership,” a “change in effective control,” or a “change in the ownership of a substantial portion of the assets” of the Company under Section 409A(a)(2)(A)(v) of the Code, and (iv) the date of your death. 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 you are entitled to receive upon termination of employment, the determination of whether you have experienced a termination of employment will be determined by Motorola Solutions in a

manner consistent with the definition of “separation from service” under the default rules of Section 409A of the Code.

c.For purposes of Section 9, to avoid a prohibited acceleration under Section 409A of the Code, if shares of Common Stock subject to the Units will be withheld (or sold on your behalf) to satisfy any Tax-Related Items arising prior to the date of settlement of the Units for any portion of the Units that is considered nonqualified deferred compensation subject to 409A of the Code, then the number of shares of Common Stock withheld (or sold on your behalf) shall not exceed the number of shares that equals your liability for Tax-Related Items.

18.Definitions. Any capitalized terms used herein that are not otherwise defined below or elsewhere in the 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 (i)  intellectual property; (ii) the Company’s methods of operation and Company processes; (iii) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (iv) information on customers or potential customers, including customers’ names, sales records, prices, and other terms of sales and Company cost information; (v) Company personnel data; (vi) Company business plans, marketing plans, financial data and projections; and (vii) 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.

b.“Designated Broker” means E*TRADE Financial Services LLC or such other stock plan service provider as may be selected by the Company in the future for purposes of assisting the Company with the implementation, administration and management of the Plan.

c.“Fair Market Value” for purposes of the Award at any time shall mean the closing price for a share of Common Stock on the date as of which such value is being determined, as reported for the New York Stock Exchange Composite Index in the Wall Street Journal at www.wsj.com. In the event the New York Stock Exchange is not open for trading on such 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 immediately preceding date for which transactions were reported; provided however, that if Fair Market Value for any date cannot be so determined, Fair Market Value shall be determined in such manner as the Compensation Committee may deem equitable, or as required by applicable law or regulation.

d.“Leave of Absence” means an approved leave of absence from Motorola Solutions or a Subsidiary from which the employee has a right to reinstatement, as determined by applicable law or Motorola Solutions policy.

e.“Serious Misconduct” for purposes of the Award means any misconduct identified as a ground for termination in the Motorola Solutions Code of Business Conduct, or the human resources policies, or other written policies or procedures.

f.“Subsidiary” means any corporation or other entity in which a 50 percent or greater interest is held directly or indirectly by Motorola Solutions and which is consolidated for financial reporting purposes.

g.“Termination due to a Divestiture” for purposes of the Award means your acceptance of 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 Solutions or a Subsidiary, or if you remain employed by a Subsidiary that is sold (a “Divestiture”).

h.“Total and Permanent Disability” means for (i) U.S. employees: entitlement to long term disability benefits under the Motorola Solutions 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 Solutions policy unless otherwise required by local regulations.

19.Acceptance of Terms and Conditions. By electronically accepting the Award within 30 days after the date of the electronic mail notification by the Company to you of the grant of the Award (“Email Notification Date”), you agree to be bound by the terms and conditions, the Plan, and any and all rules and regulations established by Motorola Solutions in connection with awards issued under the Plan. If you do not electronically accept the Award within 30 days of the Email Notification Date, you will not be entitled to the Units.

20.Plan Documents. The Plan and the Prospectus for the Plan are available on the Motorola Solutions website at [_____] or by contacting PeopleConnect at [_____]. Alternatively, write to Global Rewards Equity Administration, Motorola Solutions, Inc., 500 W. Monroe Street, Chicago, Illinois 60661 U.S.A. to request Plan documents.

APPENDIX TO RESTRICTED STOCK UNIT AGREEMENT

TERMS AND CONDITIONS

This Appendix includes additional terms and conditions that govern the Units granted to you under the Plan if you work and/or reside in one of the countries listed below. If you are a citizen or resident of a country other than the one in which you are currently working and/or residing (or are considered as such for local law purposes), or if you transfer employment or residency to a different country after the Units are granted, the Company will, in its discretion, determine the extent to which the terms and conditions contained herein will be applicable to you.

Certain capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan and/or the Award Agreement.

NOTIFICATIONS

This Appendix also includes notifications regarding certain issues of which you should be aware with respect to your participation in the Plan. These notifications are based on the securities, exchange control, income tax and other laws in effect in the respective countries as of January 2023. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the notifications contained in this Appendix as the only source of information relating to the consequences of your participation in the Plan because the information may be outdated at the time you vest in the Units or sell any shares of Common Stock acquired upon such vesting.

In addition, the notifications contained in this Appendix are general in nature and may not apply to your particular situation and, as a result, the Company is not in a position to assure you of any particular result. Accordingly, you should seek appropriate professional advice as to how the relevant laws in your country may apply to your individual situation.

If you are a citizen or resident of a country other than the one in which you are currently residing and/or working (or are considered as such for local law purposes), or if you relocate to a different country after the Units are granted, the notifications contained in this Appendix may not be applicable to you in the same manner.

COUNTRIES WITHIN THE EUROPEAN UNION, EUROPEAN ECONOMIC AREA, SWITZERLAND AND THE UNITED KINGDOM

TERMS AND CONDITIONS

Data Privacy Notice. This provision replaces Section 15 of the Agreement (Consent to Transfer Personal Data) in its entirety:

The EU General Data Protection Regulation (also known as the “GDPR”) came into force on May 25, 2018. For the purposes of the GDPR, the Company wants to make participants in the Plan aware that the Company holds certain Data (as defined below) about the participants. The Company also wants to explain why the Company holds this Data and to let each participant know how to raise any questions regarding the Company’s use of the Data. The purpose of this communication is to provide participants with this information.

This document constitutes a Notice under the GDPR. Copies of this Notice are also available for viewing online at [_____] by request using the contact details set out below.

This communication supplements information relating to the use and transfer of your Data set out in the Agreement. Should there be any inconsistency between the terms of this Notice and the Agreement relating to the Company’s use of your Data, then this Notice is the document that will apply.

The term “Data” as used in this Notice includes your name, home address, email address and telephone number, date of birth, social insurance number, passport number or other identification number, salary, nationality and job title, as well as details of any shares, directorships, awards or any other equity or share rights you may have in the Company (whether awarded, canceled, exercised, vested, unvested or outstanding).

Data Controller Entity: The Company is the Data Controller. The Company is a Delaware corporation, with its principal United States office at 500 W. Monroe Street, Chicago, Illinois 60661 U.S.A.

Purposes: Data is held for the exclusive purpose of implementing, administering and managing your participation in the Plan.

Legitimate Interests: The Company holds and processes the Data for the legitimate interests of implementing, administering and maintaining the Plan and each participant's participation in the Plan.

International Transfers of Data: As the Company is based in the United States and the Agreement is performed in the United States, the Company can only meet its contractual obligations to you under the Agreement if the Data is transferred to the United States. The performance of the contractual obligations of the Company to you is one of the legal bases for the transfer of the Data from the European Union to the United States. You should be aware that the United States may have different data privacy laws and protections than the data privacy laws in place in the European Union.

Retention Period: The Company will delete your Data within a reasonable time after it has accomplished all the necessary legal obligations connected with the management and administration of the Plan.

Other Recipients: To fulfill its obligations under the Agreement, the Company may share Data with its subsidiary companies who employ participants in the Plan. In addition, Data may be transferred to certain third parties assisting in the implementation, administration and management of the Plan, such as share plan administrators and transfer agents. At your instruction, the Data will be shared with E*TRADE Corporate Financial Services, Inc. and E*TRADE Securities LLC (collectively, “E*TRADE”) or other third parties whom you have instructed the Company to deposit shares or other securities acquired upon the vesting of any awards under the Agreement. When transferring your Data to E*TRADE, the Company provides appropriate safeguards in accordance with the EU Standard Contractual Clauses.

Data Subject Rights: Participants have a number of rights under the GDPR. Depending upon the circumstances, these may include the right of data portability (where the Company helps a participant move Data to someone else at the participant's request), the right to object to the processing of the Data, the right to require the Company to update and correct the Data, the right to require erasure of the Data and the right for the participant to review the Data held by the Company and to require the Company to cease processing it. You must understand, however, that any such request may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or your withdrawal of consent, please contact the Company using the contact details below.

Participants also have a right to lodge a complaint concerning the processing of their personal data with an EU supervisory authority.

Data Security: The Company recognizes the importance of treating Data in a lawful, fair and transparent manner. The Company will apply reasonable organizational and security measures to prevent the unlawful processing and/or the accidental loss or destruction of these materials and, in particular, the personal data contained in them.

Contact: For more information on our general privacy policy please go to [_____]. If you have any questions concerning this Notice, you should contact [_____].

You understand that the Company may rely on a different legal basis for the processing and/or transfer of Data in the future and/or request that you provide another data privacy consent. If applicable and upon request of the Company or the Employer, you agree to provide an executed acknowledgement or privacy consent form (or any other acknowledgements, agreements or consents) that the Company and/or the

Employer may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such acknowledgement, agreement or consent requested by the Company and/or the Employer.

ALGERIA

TERMS AND CONDITIONS

Form of Payment. Notwithstanding Section 5 of the Award Agreement, vested Units shall be paid in the form of cash, through local payroll, for each vested Unit. The cash payment will equal the number of vested Units multiplied by the fair market value of one (1) share of Common Stock on the RSU Vesting Date less any Tax-Related Items.

ARGENTINA

TERMS AND CONDITIONS

Labor Law Acknowledgement. This provision supplements Section 10 of the Award Agreement (Nature of Grant):

By accepting the Award, you acknowledge and agree that the grant of Units is made by the Company (not the Employer) in its sole discretion and that the value of the Units or any shares of Common Stock acquired under the Plan shall not constitute salary or wages for any purpose under Argentine labor law, including, but not limited to, the calculation of (i) any labor benefits including, without limitation, vacation pay, thirteenth salary, compensation in lieu of notice, annual bonus, disability, and leave of absence payments, etc., or (ii) any termination or severance indemnities or similar payments.

If, notwithstanding the foregoing, any benefits under the Plan are considered as salary or wages for any purpose under Argentine labor law, you acknowledge and agree that such benefits shall not accrue more frequently than on each RSU Vesting Date.

NOTIFICATIONS

Securities Law Information. Neither the Units nor the underlying shares of Common Stock are publicly offered or listed on any stock exchange in Argentina and, as a result, have not been and will not be registered with the Argentine Securities Commission. The offer is private and not subject to prospectus requirements in Argentina.

Exchange Control Information. You are solely responsible for complying with the exchange control rules that may apply in connection with your participation in the Plan and/or the transfer of proceeds acquired under the Plan into Argentina. Prior to vesting in the Units or transferring proceeds into Argentina, you should consult your local bank and exchange control advisor to confirm the exchange control rules and required documentation.

Foreign Asset / Account Reporting Information. Argentine residents must report any shares of Common Stock acquired under the Plan and held by the resident on December 31 of each year on their annual tax return for that year. Argentine residents should consult with their personal tax advisor to determine their personal reporting obligations.

AUSTRALIA

NOTIFICATIONS

Securities Law Information. The offer of the Units is being made under Division 1A Part 7.12 of the Corporations Act 2001 (Cth). If you offer shares of Common Stock acquired under the Plan for sale to a person or entity resident in Australia, your offer may be subject to disclosure requirements under Australian law. You should obtain legal advice on any disclosure obligations prior to making any such offer.

Exchange Control Information. If you are an Australian resident, exchange control reporting is required for cash transactions exceeding A$10,000 and international fund transfers. If an Australian bank is assisting with the transaction, the bank will file the report on your behalf. If there is no Australian bank involved with the transfer, you will be required to file the report.

Tax Information. The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) (the “Act”) applies (subject to the conditions in the Act).

AUSTRIA

NOTIFICATIONS

Exchange Control Information. Austrian residents who hold securities (including shares of Common Stock) or cash (including proceeds from the sale of such shares) outside of Austria may be required to report certain information to the Austrian National Bank if certain thresholds are exceeded. An exemption applies if the value of the shares of Common Stock does not meet or exceed €5,000,000 as of December 31 of any given year. The deadline for filing the annual report is January 31 of the following year.

Further, if Austrian residents hold cash in accounts outside of Austria, monthly reporting requirements will apply if the aggregate transaction volume of such cash accounts meets or exceeds €10,000,000. Specifically, if this threshold is met, the movements and balances of all accounts must be reported monthly, as of the last day of the month, on or before the 15th day of the following month. You should consult with a personal advisor to ensure you comply with applicable reporting obligations.

BAHRAIN

NOTIFICATIONS

Securities Law Information. The Agreement, the Plan and all other materials you receive regarding participation in the Plan do not constitute advertising or an offering of securities in Bahrain, nor does it constitute an allotment of securities in Bahrain. Any shares of Common Stock issued upon settlement of the Units shall be deposited into a brokerage account in the United States. In no event will shares of Common Stock be issued or delivered in Bahrain. The issuance of shares of Common Stock pursuant to the Units described herein has not and will not be registered in Bahrain and hence, the shares of Common Stock described herein may not be admitted or used for offering, placement or public circulation in Bahrain. Accordingly, you understand that you may not make any public advertising or announcements regarding the Units or shares of Common Stock in Bahrain, promote these shares of Common Stock to legal entities or individuals in Bahrain, or sell shares of Common Stock directly to other legal entities or individuals in Bahrain. You acknowledge and agree that shares of Common Stock may only be sold outside of Bahrain and on a stock exchange on which the Company is traded.

BELGIUM

NOTIFICATIONS

Foreign Asset / Account Reporting Information. Belgian residents are required to report any securities (e.g., shares of Common Stock) or bank accounts (including brokerage accounts) opened or maintained outside of Belgium on their annual tax return. In a separate report, residents will be required to provide the Central Contact Point of the National Bank of Belgium with certain details regarding such foreign accounts (including the account number, bank name and country in which any such account was opened). The forms to complete this report are available on the website of the National Bank of Belgium. Belgian residents should consult with their personal tax advisor to determine their personal reporting obligations.

Stock Exchange Tax. A stock exchange tax applies to transactions executed through a non-Belgian financial intermediary, such as a U.S. broker. The stock exchange tax will likely apply when shares of Common Stock are sold. You should consult your personal tax advisor to determine your obligations with respect to the stock exchange tax.

Annual Securities Accounts Tax Information. If the total value of securities held in a Belgian or foreign securities account exceeds EUR 1 million on average on four reference dates within the relevant reporting period (i.e. December 31, March 31, June 30 and September 30), an “annual securities accounts tax” applies. You should consult with a professional tax or financial advisor for more information regarding your annual securities accounts tax payment obligations.

BRAZIL

TERMS AND CONDITIONS

Compliance with Law. By accepting the Units, you agree to comply with applicable Brazilian laws and to report and pay applicable Tax-Related Items associated with the vesting of the Units or the subsequent sale of the shares of Common Stock acquired upon such vesting.

Labor Law Acknowledgment. By accepting the Units, you agree that you are (i) making an investment decision, (ii) the shares of Common Stock will be issued to you only if the vesting conditions are met, and (iii) the value of the underlying shares of Common Stock is not fixed and may increase or decrease in value over the vesting period without compensation to you.

Further, you acknowledge and agree that, for all legal purposes, (i) any benefits provided to you under the Plan are unrelated to your employment; (ii) the Plan is not part of the terms and conditions of your employment; and (iii) the income from your participation in the Plan, if any, is not part of your remuneration from employment.

NOTIFICATIONS

Foreign Asset / Account Reporting Information. If you are resident or domiciled in Brazil, you will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than US$1,000,000. If the

aggregate value exceeds US$100,000,000 as of the end of each quarter, a declaration must be submitted quarterly. Assets and rights that must be reported include shares of Common Stock acquired under the Plan. Brazilian residents should consult with their personal tax advisor to determine their personal reporting obligations.

Tax on Financial Transaction (IOF). Payments to foreign countries and repatriation of funds (e.g., proceeds from the sales of shares of Common Stock) into Brazil and the conversion between USD into BRL associated with such fund transfers may be subject to the Tax on Financial Transactions. It is your responsibility to comply with any applicable Tax on Financial Transactions arising from your participation in the Plan. You should consult with your personal tax advisor for additional details.

CANADA

TERMS AND CONDITIONS

Form of Payment. Notwithstanding any discretion contained in the Plan, vested Units shall be paid in whole shares of Common Stock only.

The following provisions apply for residents of Quebec:

English Language Provision. A French translation of the Plan and the Agreement are available. You understand that, from time to time, additional information related to the offering of the Plan might be provided in English and such information may not be immediately available in French. However, upon request, the Company will translate into French documents related to the offering of the Plan as soon as reasonably practicable.

Consentement en Anglais. Une traduction française du Plan et de l'Accord est disponible. Tu comprends ça, de temps à autre, des informations supplémentaires liées à l'offre du Plan peuvent être fournies en anglais et que ces informations peuvent ne pas être immédiatement disponibles en français. Cependant, sur demande, la Compagnie traduira en français les documents relatifs à l'offre du Plan dès que raisonnablement possible.

Data Privacy Notice and Consent. This provision supplements Section 15 of the Award Agreement (Consent to Transfer Personal Data):

You hereby authorize the Company and its 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 Employer, the Company, any Subsidiary and the Designated Broker to disclose and discuss the Plan with their advisors. You further authorize the Employer, the Company and any Subsidiary to record such information and to keep such information in your employee file. You acknowledge and agree that your personal information, including any sensitive personal information, may be transferred or disclosed outside the province of Quebec, including to the U.S. If applicable, you also acknowledge and authorize the Company, the Employer, the Designated Broker and any other Subsidiary involved in the administration of the Plan to use technology for profiling purposes and to make automated decisions that may have an impact on you or the administration of the Plan.

NOTIFICATIONS

Securities Law Information. Canadian residents may not be permitted to sell or otherwise dispose of any shares of Common Stock acquired upon vesting of the Units within Canada. Canadian residents may only be permitted to sell or dispose of any such shares if such sale or disposal takes place outside of Canada on the facilities on which the Common Stock is traded (i.e., on the New York Stock Exchange).

Foreign Asset and Account Reporting. Foreign specified property, including shares of Common Stock, stock options, and other rights to receive shares of Common Stock (e.g., Units) of a non-Canadian company held by a Canadian resident employee must generally be reported annually on a Form T1135 (Foreign Income Verification Statement) if the total cost of the employee’s foreign specified property exceeds C$100,000 at any time during the year. Thus, such Units must be reported – generally at a nil cost - if the C$100,000 cost threshold is exceeded because other foreign specified property is held by the employee.

When shares of Common Stock are acquired, their cost generally is the adjusted cost base (“ACB”) of such shares. The ACB would ordinarily equal the fair market value of the shares of Common Stock at the time of acquisition, but if the employee owns other shares of Common Stock of the same company, this ACB may have to be averaged with the ACB of the other shares of Common Stock. Canadian residents should consult with their personal tax advisor to ensure compliance with their reporting requirements.

CHILE

NOTIFICATIONS

Securities Law Information. The grant of the Award constitutes a private offering of securities in Chile effective as of the Date of Grant. This offer of Restricted Stock Units is made subject to general ruling n° 336 of the Chilean Commission of the Financial Market (“CMF”). The offer refers to securities not registered at the securities registry or at the foreign securities registry of the CMF, and, therefore, such securities are not subject to oversight of the CMF. Given that the Restricted Stock Units are not registered in Chile, the Company is not required to provide public information about the Restricted Stock Units or the shares of Common Stock in Chile. Unless the Restricted Stock Units and/or the shares of Common Stock are registered with the CMF, a public offering of such securities cannot be made in Chile.

Esta Oferta del Otorgamiento constituye una oferta privada de valores en Chile y se inicia en la Fecha de la Oferta. Esta oferta de Unidades de Acciones Restringidas se acoge a las disposiciones de la Norma de Carácter General Nº 336 (“NCG 336”) de la Comisión para el Mercado Financiero de Chile (“CMF”). Esta oferta versa sobre valores no inscritos en el Registro de Valores o en el Registro de Valores Extranjeros que lleva la CMF, por lo que tales valores no están sujetos a la fiscalización de ésta. Por tratarse de valores no inscritos en Chile no existe la obligación por parte de la Compañía de entregar en Chile información pública respecto de los mismos. Estos valores no podrán ser objeto de oferta pública en Chile mientras no sean inscritos en el Registro de Valores correspondiente.

Exchange Control Information. Chilean residents are not required to repatriate funds obtained from the sale of shares of Common Stock or the receipt of any dividends. However, if Chilean residents decide to repatriate such funds, they must do so through the Formal Exchange Market if the amount of the funds exceeds US$10,000. In such case, Chilean residents must report the payment to a commercial bank or registered foreign exchange office receiving the funds.

Foreign Asset / Account Reporting Information. The Chilean Internal Revenue Service (the “CIRS”) requires all taxpayers to provide information annually regarding (i) the results of investments held abroad and (ii) any taxes paid abroad which the taxpayers will use as a credit against Chilean income tax. The Form 1929 disclosing this information (or Formularios) must be submitted electronically through the CIRS website in accordance with applicable deadlines: www.sii.cl. In addition, shares of Common Stock acquired upon settlement of the Units must be registered with the CIRS’s Foreign Investment Registry. Chilean taxpayers who fail to meet these requirements may be ineligible to receive certain foreign tax credits.

CHINA

TERMS AND CONDITIONS

The following terms apply only to nationals of the People’s Republic of China (the “PRC”) residing in the PRC, unless otherwise determined by the Company:

Immediate Sale Restriction. Due to exchange control laws in the PRC, you understand and agree that the Company may require that any shares of Common Stock acquired upon the vesting of the Units be immediately sold. If the Company, in its discretion, does not exercise its right to require the automatic sale of shares of Common Stock issuable upon vesting of the Units, as described in the preceding sentence, you understand and agree that any such shares acquired by you under the Plan must be sold no later than ninety (90) days after your termination of employment, or within any other such time frame as the Company determines to be necessary or advisable for legal or administrative reasons or is required by the PRC State Administration of Foreign Exchange (“SAFE”). You understand that any shares of Common Stock acquired by you under the Plan that have not been sold within ninety (90) days of your termination of employment will be automatically sold by the Designated Broker at the Company’s direction, pursuant to this

authorization by you. You also acknowledge and understand that you must maintain shares of Common Stock acquired under the Plan in an account maintained by the Designated Broker or such other stock plan provider as may be selected by the Company.

You agree that the Company is authorized to instruct the Designated Broker to assist with the mandatory sale of such shares (on your behalf pursuant to this authorization), and you expressly authorize the Designated Broker to complete the sale of such shares. You also agree to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the Designated Broker) to effectuate the sale of the shares of Common Stock (including, without limitation, as to the transfers of the proceeds and other exchange control matters noted below) and shall otherwise cooperate with the Company with respect to such matters, provided that you shall not be permitted to exercise any influence over how, when or whether the sales occur. You acknowledge that the Designated Broker is under no obligation to arrange for the sale of the shares of Common Stock at any particular price. Due to fluctuations in the price of the Common Stock and/or applicable exchange rates between the RSU Vesting Date and (if later) the date on which the shares of Common Stock are sold, the amount of proceeds ultimately distributed to you may be more or less than the market value of the shares of Common Stock on the RSU Vesting Date (which is the amount relevant to determining your Tax-Related Items liability). You understand and agree that the Company is not responsible for the amount of any loss you may incur and that the Company assumes no liability for any fluctuations in the price of the Common Stock and/or any applicable exchange rate. You acknowledge that you are not aware of any material nonpublic information with respect to the Company or any securities of the Company as of the date of the Agreement.

Upon the sale of the shares of Common Stock, the Company agrees to pay the cash proceeds from the sale (less any applicable Tax-Related Items, brokerage fees or commissions) to you in accordance with applicable exchange control laws and regulations including, but not limited to, the restrictions set forth in this Appendix for China below under “Exchange Control Restrictions.”

You understand that your Employer and/or any Subsidiary to which you provide service must be registered with the SAFE prior to vesting of the Units. If the Company is unable to obtain registration approval for your Employer and/or any Subsidiary to which you provide service prior to the vesting of such Units, the vesting of the Units may be delayed.

Exchange Control Restrictions. By accepting the Award, you understand and agree that, due to PRC exchange control restrictions, you are not permitted to transfer any shares of Common Stock acquired under the Plan out of your account established with the Designated Broker and that you will be required to repatriate all proceeds due to you under the Plan to the PRC, including any proceeds from the sale of shares of Common Stock acquired under the Plan or dividends.

Further, you understand that such repatriation will need to be effected through a special exchange control account established by the Company or Subsidiary in the PRC, and you hereby consent and agree that the proceeds may be transferred to such special account prior to being delivered to you. The proceeds may be paid to you in U.S. dollars or in local currency, at the Company’s discretion. If the proceeds are paid in U.S. dollars, you understand that you will be required to set up a U.S. dollar bank account in the PRC so that the proceeds may be deposited into this account. You understand that if you fail to set up such account or fail to provide the requested details to the Company, you might not be able to receive sale proceeds or delivery of proceeds may be delayed. Further, you understand that if you do not otherwise claim the proceeds within 2 years of the exercise date, the proceeds may be surrendered to the Company. If the proceeds are paid in local currency, you acknowledge that neither the Company nor any Subsidiary is under an obligation to secure any particular currency conversion rate and that the Company (or a Subsidiary) may face delays in converting the proceeds to local currency due to exchange control requirements in the PRC. You agree to bear any currency fluctuation risk between the time the shares of Common Stock are sold and the time the proceeds are converted into local currency and distributed to you. You further agree to comply with any other requirements that may be imposed by the Company in the future to facilitate compliance with PRC exchange control requirements.

COLOMBIA

TERMS AND CONDITIONS

Labor Law Acknowledgement. This provision supplements the acknowledgement contained in Section 10 of the Award Agreement (Nature of Grant):

You acknowledge that, pursuant to Article 128 of the Colombian Labor Code, the Plan and related benefits are granted by the Company entirely on a discretionary basis, do not exclusively depend upon your performance with the Employer, and do not constitute a component of your “salary” for any legal purpose. Therefore, the Award and related benefits will not be included and/or considered for purposes of calculating any and all labor benefits, such as legal/fringe benefits, vacations, indemnities, payroll taxes, social insurance contributions and/or any other labor-related amount which may be payable, subject to any limitations as may be imposed under local law.

NOTIFICATIONS

Securities Law Information. The shares of Common Stock are not and will not be registered with the Colombian registry of publicly traded securities (Registro Nacional de Valores y Emisores). Therefore, the shares of Common Stock may not be offered to the public in Colombia. Nothing in the Agreement should be construed as making a public offer of securities in Colombia. An offer of shares of Common Stock to employees will not be considered a public offer provided that it meets the conditions set forth in Article 6.1.1.1.1 in Decree 2555, 2010.

Exchange Control Information.. You must register your investments with the Central Bank of Colombia (Banco de la República). The registration method will vary depending on whether cash is remitted from Colombia (either by you or the Employer), or no cash consideration is paid at all. Upon liquidation of assets held abroad, you must (i) cancel the registration with the Central Bank and (ii) repatriate the proceeds from the sale or liquidation to Colombia and file the appropriate Central Bank form (usually through your local bank). You personally are responsible for complying with applicable exchange control requirements in Colombia.

Foreign Asset / Account Reporting Information. You must file an annual informative return with the Colombian Tax Office detailing any assets held abroad. If the individual value of any of these assets exceeds a certain threshold, you must describe each asset and indicate the jurisdiction in which it is located, its nature and its value.

CZECH REPUBLIC

NOTIFICATIONS

Exchange Control Information. The Czech National Bank may require residents of the Czech Republic to fulfill certain notification duties in relation to the opening and maintenance of a foreign account. In addition, you may need to report certain events even in the absence of a request from the Czech National Bank. Because exchange control regulations change frequently and without notice, residents of the Czech Republic should consult with their legal advisor prior to the sale of shares of Common Stock to ensure compliance with current regulations. It is the Czech resident’s responsibility to comply with Czech exchange control laws, and neither the Company nor the Employer will be liable for any resulting fines or penalties.

DENMARK

TERMS AND CONDITIONS

Danish Stock Option Act. You acknowledge that you have received the Employer Statement in Danish, attached as Exhibit A, which sets forth additional terms of the Units to the extent that the Danish Stock Option Act applies.

NOTIFICATIONS

Foreign Asset / Account Reporting Information. Danish residents who establish an account holding shares of Common Stock or cash outside of Denmark must report the account to the Danish Tax Administration. The form which should be used in this respect can be obtained from a local bank.

ECUADOR

NOTIFICATIONS

Foreign Asset/Account Reporting Information. You are responsible for including any shares of Common Stock acquired pursuant to the Units during the previous fiscal year in your annual Net Worth Declaration if your net worth exceeds the thresholds set forth in the law. The Net Worth Declaration must be filed in May of the following year using the electronic form on the tax authorities’ website (www.sri.gob.ec). Penalties will apply to a late filing and it is not possible to seek an extension. You should consult with your personal advisor(s) regarding any personal foreign asset/foreign account tax obligations you may have in connection with your participation in the Plan.

EGYPT

NOTIFICATIONS

Exchange Control Information. If you have a permanent domicile in Egypt and you transfer funds into Egypt in connection with the Units, you may be required to transfer the funds through a registered bank in Egypt.

FINLAND

There are no country-specific provisions.

FRANCE

TERMS AND CONDITIONS

Language Consent. By accepting the Award, you confirm having read and understood the Agreement (including this Appendix) and the Plan, including all terms and conditions included therein, which were provided in the English language. You accept the terms of these documents accordingly.

En acceptant les Attributions, vous confirmez avoir lu et compris ce Contrat (y incluse cette Annexe) et le Plan, incluant tous leurs termes et conditions, qui lui ont été transmis en langue anglaise. Vous acceptez les dispositions de ces documents en connaissance de cause.

Units Not French-qualified. You understand and acknowledge that the Units granted under the Agreement are not intended to qualify for specific tax and social security treatment pursuant to Sections L. 225-197-1 to L. 225-197-5 and Sections L. 22-10-59 to L. 22-10-60 of the French Commercial Code, as amended.

NOTIFICATIONS

Foreign Asset / Account Reporting Information. French residents holding cash or shares of Common Stock outside of France must declare all foreign bank and brokerage accounts (including any accounts that were opened or closed during the tax year) on an annual basis, together with their income tax return. French residents should consult with their personal tax advisor to determine their personal reporting obligations.

GERMANY

NOTIFICATIONS

Exchange Control Information. Cross-border payments in excess of €12,500 must be reported to the German Federal Bank (“Bundesbank”). If you make or receive a payment in excess of this amount (including if you acquire shares of Common Stock with a value in excess of this amount under the Plan or sell shares of Common Stock via a foreign broker, bank or service provider and receive proceeds in excess of this amount), you must report the payment to Bundesbank, either electronically using the “General Statistics Reporting Portal” (“Allgemeines Meldeportal Statistik”) available via Bundesbank’s website (www.bundesbank.de) or via such other method (e.g., by email or telephone) as is permitted or required by Bundesbank. The report must be submitted monthly or within other such timing as is permitted or required by Bundesbank.

Foreign Asset / Account Reporting Information. If the acquisition of shares of Common Stock under the Plan leads to a “qualified participation” at any point during the calendar year, you will need to report the acquisition when you file your tax return for the relevant year. A qualified participation is attained if (i) the value of the shares of Common Stock acquired exceeds a certain threshold or (ii) in the unlikely event that an individual holds shares of Common Stock exceeding a certain threshold of the total Common Stock.

GREECE

There are no country-specific provisions.

HONG KONG

TERMS AND CONDITIONS

Form of Payment. Notwithstanding any discretion contained in the Plan, vested Units shall be paid in whole shares of Common Stock only.

Share Sale Restriction. Shares of Common Stock received at vesting are accepted as a personal investment. In the event that the Units vest and shares of Common Stock are issued to you (or your heirs) within six months of the Date of Grant, you (or your heirs) agree that the shares of Common Stock will not be offered to the public or otherwise disposed of prior to the six-month anniversary of the Date of Grant.

NOTIFICATIONS

Securities Law Information. WARNING: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice. Neither the grant of the Units nor the issuance of shares of Common Stock upon vesting of the Units constitutes a public offering of securities under Hong Kong law and is available only to employees of the Company and its Subsidiaries. The Award Agreement, including this Appendix, the Plan and other incidental communication materials distributed in connection with the Award (i) 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, and (ii) are intended only for the personal use of each eligible employee of the Company or its Subsidiaries and may not be distributed to any other person.

INDIA

TERMS AND CONDITIONS

Form of Payment. Notwithstanding any discretion contained in the Plan, vested Units shall be paid in whole shares of Common Stock only.

Forced Sale Upon Termination. You understand and agree that any shares acquired by you under the Plan must be sold no later than ninety (90) days after your termination of employment, or within any other such time frame as the Company determines to be necessary or advisable for legal or administrative reasons or is required under local regulatory rules. You understand that any shares of Common Stock acquired by you under the Plan that have not been sold within ninety (90) days of your termination of employment will be automatically sold by the Designated Broker at the Company’s direction, pursuant to this authorization by

you. You also acknowledge and understand that you must maintain shares of Common Stock acquired under the Plan in an account maintained by the Designated Broker.

You agree that the Company is authorized to instruct the Designated Broker to assist with the mandatory sale of such shares (on your behalf pursuant to this authorization), and you expressly authorize the Designated Broker to complete the sale of such shares. You also agree to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the Designated Broker) to effectuate the sale of the shares of Common Stock and shall otherwise cooperate with the Company with respect to such matters. You acknowledge that the Designated Broker is under no obligation to arrange for the sale of the shares of Common Stock at any particular price.

Upon the sale of the shares of Common Stock, the Company agrees to pay the cash proceeds from the sale (less any applicable Tax-Related Items, brokerage fees or commissions) to you in accordance with applicable regulatory requirements.

NOTIFICATIONS

Exchange Control Information. Due to exchange control restrictions in India, Indian residents may be required to repatriate any proceeds from the sale of shares of Common Stock acquired under the Plan to India within such period of time as required under applicable regulations and will not be able to use the proceeds for any dividend reinvestment program. Indian residents must obtain a foreign inward remittance certificate (“FIRC”) from the bank where they deposit the funds and must maintain the FIRC as evidence of the repatriation of funds in the event that the Reserve Bank of India or the Employer requests proof of repatriation.

Foreign Asset / Account Reporting Information. Indian residents are required to declare any foreign bank accounts and assets (including shares of Common Stock) on their annual tax return. Indian residents should consult with their personal tax advisor to determine their reporting requirements.

INDONESIA

TERMS AND CONDITIONS

Language Consent and Notification. A translation of the documents relating to this grant into Bahasa Indonesia can be provided to you upon request from PeopleConnect at [_____]. By accepting the Units, you (i) confirm having read and understood the documents relating to this grant (i.e., the Plan and the Agreement) which were provided in the English language, (ii) accept the terms of those documents accordingly, and (iii) agree not to challenge the validity of this document based on Law No. 24 of 2009 on National Flag, Language, Coat of Arms and National Anthem or the implementing Presidential Regulation (when issued).

Language Consent and Notification. Terjemahan dari dokumen-dokumen terkait dengan pemberian ini ke Bahasa Indonesia dapat disediakan untuk anda berdasarkan permintaan kepada PeopleConnect at [_____]. Dengan menekan tombol “Saya menerima” atau dengan menandatangani dan mengembalikan dokumen ini yang memuat syarat dan ketentuan pemberian anda, (i) anda mengkonfirmasi bahwa anda telah membaca dan mengerti isi dokumen yang terkait dengan pemberian ini yang disediakan untuk anda dalam bahasa Inggris, (ii) Anda menerima syarat dari dokumen-dokumen tersebut, dan (iii) anda setuju bahwa anda tidak akan mengajukan keberatan atas keberlakuan dokumen ini berdasarkan Undang-Undang No. 24 tahun 2009 tentang Bendera, Bahasa dan Lambang Negara serta Lagu Kebangsaan atau Peraturan Presiden pelaksana (ketika diterbitkan).

NOTIFICATIONS

Exchange Control Information. If Indonesian residents repatriate funds (e.g., proceeds from the sale of shares of Common Stock) into Indonesia, the Indonesian bank through which the transaction is made will submit a report of the transaction to the Bank of Indonesia for statistical purposes. For transactions of US$10,000 or more (or its equivalent in other currency), a more detailed description of the transaction must

be included in the report and you may be required to provide information about the transaction to the bank in order to complete the transaction.

For foreign currency transactions exceeding US$25,000, the underlying document of that transaction will have to be submitted to the relevant local bank. If there is a change of position in any foreign assets held (including shares of Common Stock acquired under the Plan), this change in position (e.g., sale of such shares) must be reported to the Bank of Indonesia no later than the 15th day of the month following the change in position.

Foreign Asset / Account Reporting Information. Indonesian residents have the obligation to report their worldwide assets (including any foreign bank or brokerage accounts and shares of Common Stock acquired under the Plan) in their annual individual income tax return.

IRELAND

NOTIFICATIONS

Director Notification Obligation. Irish residents who may be a director, shadow director or secretary of an Irish subsidiary whose interest in the Company represents more than 1% of the Company’s voting share capital are required to notify such Irish Subsidiary in writing within a certain time period. This notification requirement also applies with respect to the interests of a spouse or children under the age of 18 (whose interests will be attributed to the director, shadow director or secretary).

ISRAEL

TERMS AND CONDITIONS

Nature of Award. By accepting the Award, you understand and agree that the Units are offered subject to and in accordance with the Israeli Addendum (Sub-Plan) to the Plan (the “Israeli Subplan”), are granted under the Capital Gains Tax Track Through a Trustee (as defined in the Israeli Subplan) and are intended to qualify for favorable tax treatment set forth under the “capital gains” track of Section 102 of the Israeli Income Tax Ordinance [new version] 1961 (“102 Capital Gains Treatment”). Notwithstanding the foregoing, the Company does not undertake to maintain the qualified status of the Units and you acknowledge that you will not be entitled to damages of any nature whatsoever if the Award becomes disqualified. In the event of any inconsistencies between the Israeli Subplan, the Agreement and/or the Plan, the terms of the Israeli Subplan will govern.

Further, to the extent requested by the Company or the Employer, you agree to execute any letter or other agreement that may be required in connection with the grant or tax-qualified status of the Award or any future award granted under the Israeli Subplan. If you fail to comply with such request, the Units may not qualify for 102 Capital Gains Treatment.

Trust Arrangement. You acknowledge and agree that any shares of Common Stock issued upon vesting of the Units will be deposited with the Company’s designated trustee in Israel, IBI Capital (the “Trustee”) pursuant to a supervisory trust arrangement in accordance with the terms of the trust agreement between the Company and the Trustee. You further agree that any such shares of Common Stock will be subject to the Holding Period applicable to Awards granted under the Capital Gains Track Through a Trustee, as set forth in Section 1.1(A) of the Israeli Subplan (the “Holding Period”). The Company may at its sole discretion replace the Trustee from time to time and instruct the transfer of all Awards and shares of Common Stock held and/or administered by such Trustee at such time to its successor and the provisions of the Agreement shall apply to the new Trustee mutatis mutandis.

Restriction on Sale. You acknowledge that any shares of Common Stock issued upon vesting of the Units may not be sold prior to the expiration of the Holding Period in order to qualify for 102 Capital Gains Tax Treatment. Accordingly, you agree not to dispose of (or request the Trustee to dispose of) any such shares prior to the expiration of the Holding Period. For purposes of this Appendix for Israel, “dispose” shall mean any sale, transfer or other disposal of the shares of Common Stock by you or the Trustee, including a release of such shares from the Trustee to you.

Tax-Related Items. The following provision supplements Section 9 of the Award Agreement (Tax-Related Items):

In the event that you dispose of any shares of Common Stock issued upon vesting of the Units prior to the expiration of the Holding Period, you acknowledge and agree that such shares will not qualify for 102 Capital Gains Tax Treatment and will be subject to taxation in Israel in accordance with ordinary income tax principles. Further, you acknowledge and agree that you will be liable for the Employer’s component of payments to the National Insurance Institute (to the extent such payments by the Employer are required).

You further agree that the Trustee may act on behalf of the Company or the Employer, as applicable, to satisfy any obligation to withhold Tax-Related Items applicable to you in connection with the Units granted under the Israeli Subplan.

NOTIFICATIONS

Securities Law Information. An exemption from filing a prospectus in relation to the Plan has been granted to the Company by the Israeli Securities Authority. A copy of the Plan can be accessed at [_____] and a copy of the Form S-8 registration statement for the Plan filed with the SEC can be obtained by accessing:

http://www.sec.gov/Archives/edgar/data/68505/000095013706005238/c04482sv8.htm.

ITALY

TERMS AND CONDITIONS

Plan Document Acknowledgment. By accepting the Award, you acknowledge that you have received a copy of the Plan and the Award Agreement (including this Appendix), have reviewed these documents in their entirety and fully understand and accept all provisions of these documents.

Further, you acknowledge that you have read and specifically and expressly approve the following sections of the Award Agreement: Section 2 (Restrictions); Section 3 (Vesting); Section 9 (Tax-Related Items); Section 10 (Nature of Grant); Section 17 (Governing Law and Choice of Venue); Section 21 (Language) and the Data Privacy Notice for Countries Within the European Union, European Economic Area, Switzerland and the United Kingdom included in this Appendix.

NOTIFICATIONS

Foreign Asset / Account Reporting Information. An Italian resident who, during any fiscal year, holds investments or financial assets outside of Italy (e.g., cash, shares of Common Stock) which may generate income taxable in Italy, is required to report such investments or assets on his or her annual tax return for such fiscal year (on UNICO Form, RW Schedule, or on a special form if he or she is not required to file a tax return). These reporting obligations will apply to the Italian resident if he or she is the beneficial owner of foreign financial assets under Italian money laundering provisions. Italian residents should consult with their personal tax advisor to determine their personal reporting obligations.

Tax on Foreign Financial Assets. The value of financial assets held outside of Italy (including shares of Common Stock) by Italian residents is subject to a foreign asset tax. The taxable amount will be the fair market value of the financial assets (e.g., shares of Common Stock acquired under the Plan) assessed at the end of the calendar year.

JAPAN

NOTIFICATIONS

Exchange Control Information. If you acquire shares of Common Stock valued at more than ¥100,000,000 in a single transaction, you must file a Securities Acquisition Report with the Ministry of Finance through the Bank of Japan within 20 days after the acquisition of the shares of Common Stock. You should consult with your personal tax advisor to ensure you are complying with the applicable reporting requirements.

Foreign Asset / Account Reporting Information. Japanese residents who hold assets outside of Japan with a value exceeding ¥50,000,000 (as of December 31 each year) are required to comply with annual tax reporting obligations with respect to such assets. Such report is due by March 15 every year. Japanese residents are advised to consult with their personal tax advisor to ensure that they are properly complying with applicable reporting requirements.

KAZAKHSTAN

NOTIFICATIONS

Securities Law Notification. This offer is addressed only to certain eligible employees in the form of the shares of Common Stock to be issued by the Company. Neither the Plan nor the Agreement has been approved, nor do they need to be approved, by the National Bank of Kazakhstan. This offer is intended only for the original recipient and is not for general circulation in the Republic of Kazakhstan.

Exchange Control Information. Residents of Kazakhstan may be required to notify the National Bank of Kazakhstan when they acquire shares of Common Stock under the Plan if the value of such shares of Common Stock exceeds US$100,000. Please note that the exchange control regulations in Kazakhstan are subject to change. You should consult with your personal legal advisor regarding any exchange control obligations that you may have prior to vesting or receiving proceeds from the sale of shares of Common Stock acquired under the Plan. You are responsible for ensuring compliance with all exchange control laws in Kazakhstan.

LITHUANIA

There are no country-specific provisions.

MALAYSIA

TERMS AND CONDITIONS

Data Privacy Notice. This provision replaces Section 15 of the Award Agreement (Consent to Transfer Personal Data) in its entirety:

You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data, as described in the Award Agreement and any other grant materials by and among, as applicable, your Employer, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing your participation in the Plan.

You understand that your Employer, the Company and its Subsidiaries may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all Units or any other entitlement to shares of Common Stock awarded, canceled, exercised, vested, unvested or outstanding in your favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan. The Data is supplied by your Employer and also by you through information collected in connection with the Plan and the Award Agreement, including this Appendix.

You understand that Data will be transferred to the Designated Broker or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. You understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country. You understand that if you reside outside the United States, you may request a list with the names and addresses of any potential recipients of the Data by contacting PeopleConnect at [_____] or by making such request via email at [_____]. You authorize the Company, the Designated Broker and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan 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 transfer of such Data as may be required to a broker, escrow agent or other third party with whom the shares of Common Stock received upon vesting of your Units may be deposited. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that if you reside outside the United States, you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative at Motorola Solutions Malaysia Sdn Bhd, PLOT 2, Bayan Lepas, Technoplex Industrial Park, MK 12 SWD, 11900, Pulau Pinang, Malaysia or by making such request via email at [_____]. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your employment status or service with the Employer will not be affected; the only consequence of refusing or withdrawing consent is that the Company may not be able to grant you Units or other awards or administer or maintain such awards. Therefore, you understand that refusing or withdrawing your consent may affect your eligibility to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative or PeopleConnect at [_____] or request such information via email at [_____].

Notifikasi Privasi Data. Peruntukan ini menggantikan Seksyen 15 dalam Perjanjian Anugerah

(Keizinan untuk Memindahkan Data Peribadi) secara keseluruhan:

Anda dengan ini secara eksplisit dan tanpa sebarang keraguan mengizinkan pengumpulan, penggunaan dan pemindahan, dalam bentuk elektronik atau lain-lain, data peribadi anda seperti yang dinyatakan dalam Perjanjian Anugerah dan apa-apa bahan geran yang lain, oleh dan di antara, sebagaimana yang berkenaan, Majikan anda, Syarikatdan Anak-, anak Syarikatnya untuk tujuan ekslusif bagi pelaksanaan, pentadbiran dan pengurusan penyertaan anda dalam Pelan.

Anda memahami bahawa Majikan anda, Syarikat dan Anak-anak Syarikatnya mungkin memegang maklumat peribadi tertentu tentang anda, termasuk, tetapi tidak terhad kepada, nama anda, alamat rumah dan nombor telefon, alamat emel, tarikh lahir, insurans social, passport atau nombor pengenalan lain, gaji, kewarganegaraan, jawatan, apa-apa saham atau jawatan pengarah yang dipegang di Syarikat, butir-butir semua Unit-Unit atau apa-apa hak lain untuk syer dalam Ssaham Biasa yang dianugerahkan, dibatalkan, dilaksanakan, terletak hak, tidak diletak hak ataupun yang belum dijelaskan bagi faedah anda ("Data"), untuk tujuan yang eksklusif bagi melaksanakan, mentadbir dan menguruskan Pelan. Data dibekalkan oleh Majikan anda dan juga oleh anda melalui maklumat yang dikumpul berkenaan dengan Pelan dan Perjanjian Anugerah, termasuk Lampiran ini.

Anda memahami bahawa Data akan dipindah kepada Broker yang Ditetapkan atau pembekal perkhidmatan pelan saham yang mungkin dipilih oleh Syarikat pada masa depan, yang membantu Syarikat dengan melaksanakan, mentadbir dan menguruskan Pelan. Anda memahami bahawa penerima-penerima Data mungkin berada di Amerika Syarikat atau di tempat lain, dan bahawa negara penerima (e.g. Amerika Syarikat) mungkin mempunyai undang-undang privasi data dan perlindungan yang berbeza daripada negara anda. Anda fahami bahawa jika anda berada di luar Amerika Syarikat atau di tempat lain, anda boleh meminta senarai nama dan alamat mana-mana penerima-penerima Data dengan menghubungi Pusat Perkhidmatan Pekerja tol percuma di 1-800-88-6567, atau sebagai alternative di 001-646-254-3480 atau dengan membuat apa-apa permintaan melalui e-mel kepada [_____]. Anda memberi kuasa kepada Syarikat, Broker Yang Ditetapkan dan mana-mana penerima lain yang mungkin membantu Syarikat (pada masa kini atau masa depan) untuk melaksanakan, mentadbir dan menguruskan Pelan untuk menerima, memiliki, menggunakan, mengekalkan dan memindahkan Data, dalam bentuk elektronik atau lain-lain, dengan tujuan untuk melaksanakan, mentadbir dan menguruskan penyertaan anda dalam Pelan, termasuklah mana-mana pemindahan Data yang diperlukan kepada broker, ejen eskrow atau pihak ketiga lain dengan siapa apa-apa syer dalam Saham Biasa yang diterima atas pemberian hak Unit-Unit anda mungkin didepositkan. Anda fahami bahawa Data akan dipegang hanya untuk tempoh yang diperlukan untuk melaksanakan, mentadbir dan menguruskan penyertaan anda dalam Pelan. Anda fahami jika anda berada di luar Amerika Syarikat, anda boleh, pada bila-bila masa, melihat Data, meminta informasi tambahan mengenai penyimpanan dan pemprosesan Data, meminta bahawa pindaan-pindaan yang diperlukan dilaksanakan ke atas Data atau menolak atau menarik balik persetujuan dalam ini, dalam mana-mana kes, tanpa kos, dengan menghubungi secara bertulis wakil sumber manusia tempatan anda di Motorola Solutions Malaysia Sdn Bhd, PLOT 2, Bayan Lepas, Technoplex Industrial Park, MK 12 SWD, 11900, Pulau Pinang, Malaysia atau dengan

membuat apa-apa permintaan melalui e-mel kepada [_____]. Selanjutnya, anda memahami bahawa anda memberikan persetujuan di sini secara sukarela. Jika anda tidak bersetuju, atau jika anda kemudian membatalkan persetujuan anda, status pekerjaan atau perkidmatan dan kerjaya andanya dengan Majikan tidak akan terjejas; satunya akibat jika anda tidak bersetuju atau menarik balik persetujuannya adalah bahawa Syarikat tidak akan dapat menganugerahkan Anugerah Unit-unit atau anugerah ekuiti lain kepada anda atau mentadbir atau mengekalkan anugerah tersebut. Oleh itu, anda fahami bahawa keengganan atau penarikan balik persetujuan anda boleh menjejaskan kelayakan anda untuk mengambil bahagian dalam Pelan. Untuk maklumat lanjut mengenai akibat keengganan anda untuk memberikan keizinan atau penarikan balik keizinan, anda fahami bahawa anda boleh menghubungi wakil sumber manusia tempatan anda atau Pusat Perkhidmatan Pekerja atau meminta informasi tersebut secara e-mel di [_____].

NOTIFICATIONS

Director Notification Obligation. If you are a director of a Subsidiary in Malaysia, you are subject to certain notification requirements under the Malaysian Companies Act. Among these requirements is an obligation to notify such Malaysian Subsidiary in writing when you receive or dispose of an interest (e.g., Units or shares of Common Stock) in the Company or any related company. Such notifications must be made within 14 days of receiving or disposing of any interest in the Company or any related company.

MEXICO

TERMS AND CONDITIONS

Plan Document Acknowledgement. By accepting the Award, you acknowledge that you have received a copy of the Plan and the Award Agreement, including this Appendix, which you have reviewed. You acknowledge further that you accept all the provisions of the Plan and the Award Agreement, including this Appendix. You also acknowledge that you have read and specifically and expressly approve the terms and conditions set forth in Section 10 of the Award Agreement (Nature of Grant), which clearly provides as follows:

(1)    Your participation in the Plan does not constitute an acquired right;

(2)    The Plan and your participation in it are offered by the Company on a wholly discretionary basis;

(3)    Your participation in the Plan is voluntary; and

(4)    None of the Company, the Employer or any Subsidiary is responsible for any decrease in the value of any shares of Common Stock acquired at vesting of the Units.

Labor Law Policy and Acknowledgment. This provision supplements Section 10 of the Award Agreement (Nature of Grant):

By accepting the Award, you expressly recognize that the Company, with its principal operating offices at 500 W. Monroe Street, Chicago, Illinois 60661 U.S.A., is solely responsible for the administration of the Plan and that your participation in the Plan and acquisition of shares of Common Stock under the Plan do not constitute 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 a Mexican legal entity that employs you and to which you are subordinated (i.e., the Employer). Based on the foregoing, you expressly recognize that the Plan and the benefits that you may derive from participating in the Plan do not establish any rights between you and the Employer and do not form part of the employment conditions and/or benefits provided by the Employer and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of your employment.

You further understand that your participation in the Plan is as a result of a unilateral and discretionary decision of the Company; therefore, the Company reserves the absolute right to amend and/or discontinue your participation in the Plan at any time without any liability to you.

Finally, you hereby declare that you do not reserve any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and you therefore grant a full and broad release to the Company, and its Subsidiaries, affiliates, branches, representation offices, shareholders, trustees, directors, officers, employees, agents, or legal representatives with respect to any such claim that may arise.

Reconocimiento de Documento. Al aceptar el Premio, Usted reconoce que ha recibido una copia del Plan, incluyendo este Apéndice por país, mismos que ha revisado. Usted reconoce, además, que acepta todas las disposiciones del Plan, el Convenio, incluyendo este Apéndice. Usted también reconoce que ha leído y que específicamente aprueba de forma expresa los términos y condiciones establecidos en la Sección 10 del Convenio: “Naturaleza del Otorgamiento”, que claramente dispone lo siguiente:

(1)    Su participación en el Plan no constituye un derecho adquirido;

(2)    El Plan y su participación en el Plan se ofrecen por la Compañía de manera totalmente discrecional;

(3)    Su participación en el Plan es voluntaria; y

(4)    Ninguna de las empresas subsidiarias de la Compañía ni su Patrón son responsables de ninguna disminución en el valor de las Acciones adquiridas al momento de tener el derecho respecto a las Unidades de Acciones Restringidas.

Política Laboral y Reconocimiento. Esta disposición suplementa la Sección 10 del Convenio (naturaleza del Otorgamiento):

Al aceptar el Premio, Usted expresamente reconoce que la Compañía, con domicilio de operaciones ubicado en 500 W. Monroe Street, Chicago, Illinois 60661 U.S.A., es el único responsable de la administración del Plan y que su participación en el Plan y la adquisición de Acciones no constituyen una relación de trabajo entre Usted y la Compañía, ya que Usted participa en el Plan de una manera totalmente comercial y su único Patrón es una empresa Mexicana a quien se encuentra subordinado. Derivado de lo anterior, Usted expresamente reconoce que el Plan y los beneficios que le pudieran derivar de la participación en el Plan no establecen derecho alguno entre Usted y su Patrón y no forman parte de las condiciones de trabajo y/o las prestaciones otorgadas por el Patrón y que cualquier modificación al Plan o su terminación no constituye un cambio o menoscabo de los términos y condiciones de su relación de trabajo.

Asimismo, Usted reconoce que su participación en el Plan es resultado de una decisión unilateral y discrecional de la Compañía; por lo tanto, la Compañía se reserva el derecho absoluto de modificar y/o discontinuar su participación en cualquier momento y sin responsabilidad alguna frente Usted.

Finalmente, Usted por este medio declara que no se reserva derecho o acción alguna en contra de la Compañía por cualquier compensación o daños y perjuicios en relación con cualquier disposición del Plan o de los beneficios derivados del Plan y, por lo tanto, otorga el más amplio finiquito que en derecho proceda a favor de la Compañía, y sus afiliadas, sucursales, oficinas de representación, accionistas, fiduciarios, directores, funcionarios, empleados, agentes o representantes legales en relación con cualquier demanda o reclamación que pudiera surgir.

NOTIFICATIONS

Securities Law Information. The Units and any shares of Common Stock acquired under the Plan have not been registered with the National Register of Securities maintained by the Mexican National Banking and Securities Commission and cannot be offered or sold publicly in Mexico. In addition, the Plan, the Agreement and any other document relating to the Units may not be publicly distributed in Mexico. These materials are addressed to you because of your existing relationship with the Company and its Subsidiaries, and these materials should not be reproduced or copied in any form. The offer contained in these materials does not constitute a public offering of securities, but rather constitutes a private placement of securities addressed specifically to individuals who are present employees of the Company or its Subsidiaries made in

accordance with the provisions of the Mexican Securities Market Law, and any rights under such offering shall not be assigned or transferred.

NETHERLANDS

There are no country-specific provisions.

NEW ZEALAND

NOTIFICATIONS

Securities Law Information. Warning: This is an offer of rights to receive shares of Common Stock upon vesting of the Units subject to the terms of the Plan and this Agreement. Units give you a stake in the ownership of the Company. You may receive a return if dividends are paid on the shares of Common Stock. If the Company runs into financial difficulties and is wound up, you will be paid only after all creditors and holders of preferred shares have been paid. You may lose some or all of your investment.

New Zealand law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors to make an informed decision. The usual rules do not apply to this offer because it is made under an employee share purchase scheme. As a result, you may not be given all the information usually required. You will also have fewer other legal protections for this investment. You should ask questions, read all documents carefully, and seek independent financial advice before committing to participate in the Plan.

In addition, you are hereby notified that the documents listed below are available for review on the Motorola intranet site at the web addresses listed below:

1.The Company's most recent Annual Report (Form 10-K) - [_____]

2.the Company's most recent published financial statements - [_____]

3.The Plan and the Agreement - [_____]. You acknowledge that you may have a copy of the above documents sent to you, without fee, on written request being mailed to Global Rewards Equity Administration, Motorola Solutions, Inc., 500 W. Monroe Street, Chicago, Illinois 60661 U.S.A. The telephone number at the executive offices is +1 847 576 5000.

As noted above, you are advised to carefully read the materials provided before making a decision whether to participate in the Plan. You are also encouraged to contact your tax advisor for specific information concerning your personal tax situation with regard to Plan participation.

NORWAY

NOTIFICATIONS

Foreign Asset/Account Reporting Information. Norwegian residents may be subject to foreign asset reporting as part of their ordinary tax return. Norwegian banks, financial institutions, limited companies etc. must report certain information to the Tax Administration. Such information may then be pre-completed in a Norwegian resident’s tax return. However, if the resident has traded, or is the owner of, financial instruments (e.g., shares of Common Stock) not pre-completed in the tax return, the Norwegian resident must enter this information in Form RF-1159, which is an appendix to the tax return. You should consult with your personal advisor(s) regarding any personal foreign asset/foreign account tax obligations you may have in connection with your participation in the Plan.

OMAN

NOTIFICATIONS

Securities Law Information. The offer is addressed only to eligible employees. The Plan, Agreement and any related documents do not constitute the marketing or offering of securities in Oman and consequently have not been registered or approved by the Central Bank of Oman, the Omani Ministry of Commerce and Industry, the Omani Capital Market Authority or any other authority in the Sultanate of Oman.

PAKISTAN

TERMS AND CONDITIONS

Immediate Sale Restriction. Due to local regulatory requirements, you understand and agree that any shares of Common Stock issuable upon vesting of the Units will be immediately sold by the Designated Broker. You agree that the Company is authorized to instruct the Designated Broker to assist with the mandatory sale of such shares (on your behalf pursuant to this authorization), and you expressly authorize the Designated Broker to complete the sale of such shares. You also agree to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the Designated Broker) to effectuate the sale of the shares of Common Stock and shall otherwise cooperate with the Company with respect to such matters, provided that you shall not be permitted to exercise any influence over how, when or whether the sale occurs. You acknowledge that the Designated Broker is under no obligation to arrange for the sale of the shares of Common Stock at any particular price. Due to fluctuations in the price of the Common Stock and/or applicable exchange rates between the RSU Vesting Date and (if later) the date on which the shares of Common Stock are sold, the amount of proceeds ultimately distributed to you may be more or less than the market value of the shares of Common Stock on the RSU Vesting Date. You understand and agree that the Company is not responsible for the amount of any loss you may incur and that the Company assumes no liability for any fluctuations in the price of the Common Stock and/or any applicable exchange rate. You acknowledge that you are not aware of any material nonpublic information with respect to the Company or any securities of the Company as of the date of the Agreement.

NOTIFICATIONS

Exchange Control Information. Pakistani residents are required to immediately repatriate to Pakistan the proceeds from the sale of shares of Common Stock as described above. The proceeds must be converted into local currency and the receipt of proceeds must be reported to the State Bank of Pakistan (the “SBP”) by filing a “Proceeds Realization Certificate” issued by the bank converting the proceeds with the SBP. The repatriated amounts cannot be credited to a foreign currency account. Pakistani residents are advised to consult with their personal advisor prior to vesting and settlement of the Units to ensure compliance with the applicable exchange control regulations in Pakistan, as such regulations are subject to frequent change. Pakistani residents are responsible for ensuring compliance with all exchange control laws in Pakistan.

PERU

TERMS AND CONDITIONS

Labor Law Acknowledgement. By accepting the offer of Units, you acknowledge that the Units are being granted ex gratia with the purpose of rewarding you.

NOTIFICATIONS

Securities Law Information. The offer of the Units is considered a private offering in Peru; therefore, it is not subject to registration. For more information concerning the offer, please refer to the Plan, the Agreement, and any other materials or documentation made available by the Company. For more information regarding the Company, please refer to the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are filed with the U.S. Securities and Exchange Commission and are available at www.sec.gov, as well as the Company’s “Investor Relations” website at [_____].

PHILIPPINES

TERMS AND CONDITIONS

Form of Payment. Notwithstanding Section 5 of the Award Agreement, vested Units shall be paid in the form of cash, through local payroll, for each vested Unit. The cash payment will equal the number of vested Units multiplied by the fair market value of one (1) share of Common Stock on the RSU Vesting Date less any Tax-Related Items.

POLAND

NOTIFICATIONS

Foreign Asset / Account Reporting Information. Polish residents holding foreign securities (e.g., shares of Common Stock) and/or maintaining bank or brokerage accounts abroad must report information to the National Bank of Poland on transactions and balances of the securities and cash deposited in such accounts if the value of such securities and cash (when combined with all other assets possessed abroad) exceeds certain thresholds. If required, the reports must be filed on a quarterly basis on special forms that are available on the website of the National Bank of Poland. Polish residents should consult with their personal tax advisor to determine their personal reporting obligations.

Exchange Control Information. If a Polish resident transfers funds in excess of €15,000 (or PLN 15,000 if such transfer of funds is connected with the business activity of an entrepreneur) into or out of Poland, the funds must be transferred via a Polish bank account or financial institution. Polish residents are required to retain the documents connected with a foreign exchange transaction for a period of five years, as measured from the end of the year in which such transaction occurred.

PORTUGAL

TERMS AND CONDITIONS

English Language Consent. You hereby expressly declare that you have full knowledge of the English language and have read, understood and fully accept and agree with the terms and conditions established in the Plan and the Agreement.

Consentimento de Lingua Inglesa. O beneficiário pelo presente declara expressamente que tem pleno conhecimento da língua Inglesa e que leu, compreendeu e totalmente aceitou e concordou com os termos e condições estabelecidas no Plano e no Acordo.

NOTIFICATIONS

Exchange Control Information. If you are a resident of Portugal and you acquire shares of Common Stock under the Plan, you may be required to file a report with the Portuguese Central Bank for statistical purposes (unless you arrange to have the shares of Common Stock deposited with a Portuguese financial intermediary, in which case the intermediary will file the report for you).

QATAR

There are no country-specific provisions.

REPUBLIC OF KOREA

NOTIFICATIONS

Foreign Asset / Account Reporting Information. Korean residents must declare all foreign financial accounts (e.g., non-Korean bank accounts, brokerage accounts, etc.) to the Korean tax authority, and file a report with respect to such accounts if the value of such accounts exceeds KRW 500 million (or an

equivalent amount in foreign currency) on any month-end date during a calendar year. Korean residents should consult with their personal tax advisor to determine their personal reporting obligations.

ROMANIA

TERMS AND CONDITIONS

Language Consent. By accepting the Award, you acknowledge that you are proficient in reading and understanding English, and have read and acknowledge that you fully understand the terms of the documents related to the grant (i.e., the Agreement and the Plan), which were provided in the English language. You accept the terms of these documents accordingly.

Consimtamant cu privire la limba. Prin acceptarea acordarii, confirmati ca aveti un nivel adecvat de cunoastere in ce priveste cititirea si intelegerea limbii engleze, si ati citit si confirmati ca ati inteles pe deplin termenii documentelor referitoare la acordare (Acordul si Planul), care au fost furnizate in limba engleza. Acceptati termenii acestor documente in consecinta.

NOTIFICATIONS

Exchange Control Information. You are generally not required to seek authorization from the National Bank of Romania to participate in the Plan or to open and operate a foreign bank account to receive any proceeds under the Plan. However, if you acquire 10% or more of the registered capital of a non-resident company, you must file a report with the National Bank of Romania (“NBR”) within 30 days from the date such ownership is reached. This is a statutory requirement, but it does not trigger the payment of fees to NBR.

You may be required to provide the Romanian bank to which you transfer any proceeds under the Plan with appropriate documentation regarding the source of income.

RUSSIAN FEDERATION

TERMS AND CONDITIONS

U.S. Transaction and Sale Restrictions. You understand that acceptance of the Award results in a contract between you and the Company concluded in the United States and that the Agreement is governed by the laws of the State of Illinois without regard to any state’s conflicts of law principles. Upon vesting of the Units, any shares of Common Stock to be issued to you shall be delivered to your account with the Designated Broker in the United States and in no event will such shares of Common Stock be delivered to you in Russia. Finally, you acknowledge that you are not permitted to make any public advertising or announcements regarding the Units or shares of Common Stock in Russia, to promote the shares of Common Stock to other Russian legal entities or individuals, to sell or otherwise transfer shares of Common Stock directly to other individuals in Russia, or to bring any certificates representing the shares of Common Stock into Russia (if such certificates are actually issued).

Depending on the development of local regulatory requirements, the Company has the sole discretion to force the immediate sale of any shares of Common Stock to be issued upon vesting of the Units, to postpone the vesting and/or settlement of any Units, to determine whether to settle any vested Units in shares of Common Stock or in cash, or to cancel such Units for no consideration. If applicable, you agree that the Company is authorized to instruct the Designated Broker to assist with the mandatory sale of such shares of Common Stock (on your behalf pursuant to this authorization) and you expressly authorize the Designated Broker to complete the sale of such shares. You acknowledge that the Designated Broker is under no obligation to arrange for the sale of the shares of Common Stock at any particular price. Upon the sale of the shares of Common Stock, the Company agrees to pay you the cash proceeds from the sale of the shares of Common Stock, less any brokerage fees or commissions and subject to any obligation to satisfy Tax-Related Items. The cash proceeds must be remitted immediately to your bank account in Russia when the proceeds are released to you. You may subsequently remit such proceeds to a foreign bank account. You acknowledge that you are not aware of any material nonpublic information with respect to the Company or any securities of the Company as of the date of the Agreement.

Data Privacy Notice. This provision replaces Section 15 of the Award Agreement (Consent to Transfer Personal Data) in its entirety:

You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in the Award Agreement by and among, as applicable, the Employer, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing your participation in the Plan.

You understand that the Company, any Subsidiary and/or the Employer may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all Units or any other entitlement to shares of Common Stock awarded, canceled, vested, unvested or outstanding in your favor (“Data”), for the purpose of implementing, administering and managing the Plan.

You understand that Data may be transferred to the Designated Broker or such other stock plan service provider as may be selected by the Company in the future, which is assisting in the implementation, administration and management of the Plan, that the recipients of the Data may be located in your country, or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting PeopleConnect at [_____] or by making such request via email at [_____].

You authorize the Company, the Designated Broker and other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan 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 to a broker, escrow agent or other third party with whom the shares of Common Stock received upon vesting of the Units may be deposited. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case and without cost, by making such request via email at [_____]. You understand that refusal or withdrawal of consent may affect your eligibility to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact PeopleConnect or by making such request via email at [_____].

NOTIFICATIONS

Securities Law Information. This Appendix, the Award Agreement, the Plan and all other materials that you may receive regarding participation in the Plan do not constitute advertising or an offering of securities in Russia. Absent any requirement under local law, the issuance of securities pursuant to the Plan has not and will not be registered in Russia; hence, the securities described in any Plan-related documents may not be used for offering or public circulation in Russia.

Exchange Control Information. You may be required to repatriate certain cash amounts received with respect to the Awards to Russia as soon as you intend to use those cash amounts for any purpose, including reinvestment. If the repatriation requirement applies, such funds must initially be credited to you through a foreign currency account at an authorized bank in Russia. After the funds are initially received in Russia, they may be further remitted to foreign banks in accordance with Russian exchange control laws. Under the Directive N 5371-U of the Russian Central Bank (the “CBR”), the repatriation requirement may not apply in certain cases with respect to cash amounts received in an account that is considered by the CBR to be a foreign brokerage account. Statutory exceptions to the repatriation requirement also may apply. You should contact your personal advisor to ensure compliance with the applicable exchange control requirements prior to vesting in the Awards and/or selling shares of Common Stock.

Foreign Asset / Account Reporting Information. Russian residents are required to report the opening, closing or changing of details of any foreign bank or brokerage account to the Russian tax authorities within

one (1) month of opening, closing or changing the details of such account. Russian residents are also required to report, by June 1 of each year, the annual cash flow and/or financial assets (e.g., shares of Common Stock and financial instruments) held in an offshore brokerage or bank account for the previous year. Reporting requirements were further revised to expand the reporting requirement to include financial asset (including shares of Common Stock) transactions in offshore accounts. Non-compliance with the reporting obligations could impact the vesting of the Units and your ability to receive shares of Common Stock pursuant to the Units, as well as your ability to maintain the account outside of Russia and participate in the Plan. Russian residents should consult with their personal tax advisor for additional information about these reporting obligations.

Labor Law Information. If Russian residents continue to hold shares of Common Stock acquired at the vesting of the Units after an involuntary termination of their employment, they will not be eligible to receive unemployment benefits in Russia.

Anti-Corruption Law. Certain individuals, who hold public office in Russia, as well as their spouses and dependent children, are prohibited from opening or maintaining foreign brokerage or bank accounts and holding any securities, whether acquired directly or indirectly in a foreign company (including shares of Common Stock acquired under the Plan).

SINGAPORE

TERMS AND CONDITIONS

Sale Restriction. You agree that any shares of Common Stock acquired pursuant to the Units will not be offered for sale in Singapore prior to the six-month anniversary of the grant date, unless such sale or offer is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”), or pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA.

NOTIFICATIONS

Securities Law Information. The grant of the Units is being made pursuant to the “Qualifying Person” exemption” under section 273(1)(f) of the SFA under which it is exempt from the prospectus and registration requirements and is not made with a view to the underlying shares of Common Stock being subsequently offered for sale to any other party. The Plan has not been and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore.

Director Notification Requirement. The directors of a Singapore Subsidiary are subject to certain notification requirements under the Singapore Companies Act. The directors must notify the Singapore Subsidiary in writing of an interest (e.g., Units, shares of Common Stock, etc.) in the Company or any related company within two business days of (i) its acquisition or disposal, (ii) any change in a previously-disclosed interest (e.g., upon vesting of the Units or when shares of Common Stock acquired under the Plan are subsequently sold), or (iii) becoming a director. You understand that if you are the Chief Executive Officer (“CEO”) of a Singapore Subsidiary and the above notification requirements are determined to apply to the CEO of a Singapore Subsidiary, the above notification requirements also may apply to you.

SOUTH AFRICA

TERMS AND CONDITIONS

Tax-Related Items. The following provision supplements Section 9 of the Award Agreement (Tax-Related Items):

You may be required to immediately notify the Employer of the amount of the fair market value of any shares of Common Stock issued upon vesting of the Units. You may be liable for a fine if you fail to complete this notification. You will be solely responsible for paying any difference between the actual Tax-Related Items and the amount withheld by the Employer.

NOTIFICATIONS

Securities Law Information. In compliance with South African securities laws, the documents listed below are available on the following Company websites:

i.a copy of the Company's most recent annual report (i.e., Form 10-K) is available on the “Investor Relations” website at [_____]; and

ii.a copy of the Plan Prospectus is available on the “Stock Programs website” at [_____].

A copy of the above documents will be sent to you free of charge on written request to Global Rewards Equity Administration, Motorola Solutions, Inc., 500 W. Monroe Street, Chicago, Illinois 60661 U.S.A. In addition, you should contact your tax advisor for specific information concerning your personal tax situation with regard to Plan participation.

Exchange Control Information. The Units may be subject to exchange control regulations in South Africa. In particular, if you are a South African resident for exchange control purposes, you are required to obtain approval from the South African Reserve Bank for payments (including payment of proceeds from the sale of shares of Common Stock) that you receive into accounts based outside of South Africa (e.g., a U.S. brokerage account established with the Designated Broker). Because exchange control regulations are subject to change, South African residents should consult with their personal advisor to ensure compliance with current regulations.

SPAIN

TERMS AND CONDITIONS

Nature of Grant. The following provision supplements Section 10 of the Award Agreement (Nature of Grant):

By accepting the Award, 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 discretionally decided to grant Units under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. This 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 of its Subsidiaries other than as expressly set forth in the Plan and the Agreement. Consequently, you understand that the Units are granted on the assumption and condition that the Units and any shares of Common Stock issued upon vesting of the Units are not a part of any employment contract (either with the Company or any Subsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever.

Further, you understand and agree that, unless otherwise expressly provided for by the Company or set forth in the Agreement, the Units will be cancelled without entitlement to any shares of Common Stock if your employment is terminated for any reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Company, in its sole discretion, shall determine the date when your employment has terminated for purposes of the Units.

In addition, you understand that this grant would not be made to you 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 Units shall be null and void.

NOTIFICATIONS

Securities Law Information. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with the Units. The Agreement has not been, nor will it be, registered with the Comisión Nacional del Mercado de Valores, and does not constitute a public offering prospectus.

Foreign Asset / Account Reporting Information. To the extent that Spanish residents hold rights or assets (e.g., shares of Common Stock, cash, etc.) in a bank or brokerage account outside of Spain with a value in excess of €50,000 per type of right or asset as of December 31 each year, such residents are required to report information on such rights and assets on their tax return for such year. Shares of Common Stock constitute securities for purposes of this requirement, but unvested rights (e.g., Units) are not considered assets or rights for purposes of this requirement.

If applicable, Spanish residents must report the assets or rights on Form 720 by no later than March 31 following the end of the relevant year. After such assets or rights are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported assets or rights increases by more than €20,000. Failure to comply with this reporting requirement may result in penalties.

Spanish residents are also required to electronically declare to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the securities held in such accounts, if the value of the transactions for all such accounts during the prior tax year or the balances in such accounts as of December 31 of the prior tax year exceeds €1,000,000. More frequent reporting is required if such transaction value or account balance exceeds €1,000,000.

Spanish residents should consult with their personal tax and legal advisors to ensure compliance with their personal reporting obligations.

Exchange Control Information. In the event that you hold 10% or more of the share capital or voting rights of the Company or such other amount that would entitle you to join the Board of Directors of the Company, you must declare such holding to the Spanish Dirección General de Comercio Internacional e Inversiones (the “DGCI”), the Bureau for Commerce and Investments, which is a department of the Ministry of Industry, Trade and Tourism. Such declaration should be done by filing a Form D-6 each January while the shares of Common Stock are owned. In addition, the acquisition and sale when you hold 10% or more of the share capital or voting rights of the Company must also be declared on Form D-6 filed with the Spanish Registro de Inversiones within one month from the acquisition or sale.

SWEDEN

TERMS AND CONDITIONS

Tax-Related Items. This provision supplements Section 9 of the Award Agreement (Tax-Related Items):

Without limiting the Company’s and the Employer’s authority to satisfy their withholding obligations for Tax-Related Items as set forth in Section 9 of the Award Agreement, by accepting the grant of Units, you authorize the Company and/or the Employer to withhold shares of Common Stock or to sell shares of Common Stock otherwise deliverable to you upon vesting/settlement to satisfy Tax-Related Items, regardless of whether the Company and/or the Employer has an obligation to withhold such Tax-Related Items.

SWITZERLAND

NOTIFICATIONS

Securities Law Information. The Units are not intended to be publicly offered in or from Switzerland. Because the offer of Units is considered a private offering, it is not subject to registration in Switzerland. Neither this document nor any other materials relating to the Units (i) constitutes a prospectus according to articles 35 et seq. of the Swiss Federal Act on Financial Services (“FinSA”) (ii) may be publicly distributed or otherwise made publicly available in Switzerland to any person other than an employee and other service provider of the Company or its Subsidiaries or (iii) has been or will be filed with, approved or supervised by

any Swiss reviewing body according to article 51 FinSA or any Swiss regulatory authority, including the Swiss Financial Supervisory Authority (FINMA).

TAIWAN

TERMS AND CONDITIONS

Data Privacy. The following provision supplements the Section 15 of this Agreement (Consent to Transfer Personal Data):

You acknowledge that you have read and understood the terms regarding collection, processing and transfer of Data contained in Section 15 of this Agreement and agree that by participating in the Plan you agree to such terms. In this regard, upon request of the Company or the Employer, you agree to provide any executed data privacy consent form to the Employer or the Company (or any other agreements or consents that may be required by the Employer or the Company) that the Company and/or the Employer may deem necessary to obtain under the data privacy laws in your country, either now or in the future. You understand you will not be able to participate in the Plan if you fail to execute any such consent or agreement.

NOTIFICATIONS

Securities Law Information. The offer of participation in the Plan is available only for employees of the Company and its Subsidiaries. The offer of participation in the Plan is not a public offer of securities by a Taiwanese company.

Exchange Control Information. Taiwanese residents may acquire and remit foreign currency (including proceeds from the sale of shares of Common Stock) up to US$5,000,000 per year without justification. If the transaction amount is TWD500,000 or more in a single transaction, the resident must submit a Foreign Exchange Transaction Form and provide supporting documentation to the satisfaction of the remitting bank.

If the transaction amount is US$500,000 or more, you may be required to provide additional supporting documentation to the satisfaction of the remitting bank. Please consult your personal advisor to ensure compliance with applicable exchange control laws in Taiwan.

THAILAND

NOTIFICATIONS

Exchange Control Information. Thai residents realizing US$1,000,000 or more in a single transaction from the sale of shares of Common Stock or the payment of dividends are required to repatriate the cash proceeds to Thailand immediately following the receipt of such proceeds and to then either convert such repatriated proceeds into Thai Baht or deposit the proceeds into a foreign currency account opened with any commercial bank in Thailand within 360 days of repatriation. Further, for repatriated amounts of US$1,000,000 or more, Thai residents must specifically report the inward remittance to the Bank of Thailand on a Foreign Exchange Transaction Form.

Failure to comply with the above obligations may lead to penalties being assessed by the Bank of Thailand. Because exchange control regulations change frequently and without notice, you should consult with your legal advisor before selling any shares of Common Stock (or receiving any other funds in connection with the Plan) to ensure compliance with current regulations. It is your responsibility to comply with exchange control laws in Thailand and neither the Company nor the Employer will be liable for any fines or penalties resulting from failure to comply with applicable laws.

TÜRKIYE

NOTIFICATIONS

Securities Law Information. Residents of Türkiye are not permitted to sell shares of Common Stock acquired under the Plan in Türkiye. The shares of Common Stock are currently traded on the New York Stock Exchange, which is located outside of Türkiye, under the ticker symbol “MSI” and the shares of Common Stock may be sold through this exchange.

Financial Intermediary Information. In certain circumstances, residents of Türkiye are permitted to sell shares of Common Stock traded on a non-Türkiye stock exchange only through a financial intermediary licensed in Türkiye. Therefore, residents of Türkiye may be required to appoint a Türkiye broker to assist with the sale of the shares of Common Stock acquired under the Plan. Residents of Türkiye should consult their personal legal advisor before selling any shares of Common Stock acquired under the Plan to confirm the applicability of this requirement.

UKRAINE

TERMS AND CONDITIONS

Issuance of Shares. The following provision supplements Sections 4 (Delivery of Certificates or Equivalent) and 5 (Whole Shares) of the Award Agreement:

Notwithstanding the foregoing, the Company reserves the right to (i) require that you sell all shares of Common Stock underlying the Units, either immediately upon receipt of such shares of Common Stock or upon termination of your service, or (ii) settle the Units in cash, if it determines it is necessary or advisable to do so in light of regulatory requirements in Ukraine. In the event that the Units are settled in cash, the amount of the cash payment shall be based on the fair market value of the shares of Common Stock on the date the shares of Common Stock would otherwise be issued to you.

NOTIFICATIONS

Exchange Control Information. You understand that you are responsible for complying with the applicable exchange control regulations in Ukraine. As the exchange control regulations in Ukraine may change without notice, you should consult a legal advisor prior to opening any account outside of Ukraine and in connection with the vesting of your Units and the sale of any shares of Common Stock acquired at vesting to ensure your compliance with the regulations.

UNITED ARAB EMIRATES

NOTIFICATIONS

Securities Law Information. The offer of the Units is available only for select employees of the Company and its Subsidiaries and is in the nature of providing employees incentives in the United Arab Emirates. The Plan and the Agreement are intended for distribution only to such employees and must not be delivered to, or relied on by any other person. Prospective purchasers of securities should conduct their own due diligence.

The Emirates Securities and Commodities Authority has no responsibility for reviewing or verifying any documents in connection with this statement, including the Plan and the Agreement, or any other incidental communication materials distributed in connection with the Units. Further, neither the Ministry of Economy nor the Dubai Department of Economic Development has approved this statement nor taken steps to verify the information set out in it, and has no responsibility for it. Residents of the United Arab Emirates who have any questions regarding the contents of the Plan and the Agreement should obtain independent professional advice.

UNITED KINGDOM

TERMS AND CONDITIONS

Tax-Related Items. This provision supplements Section 9 of the Award Agreement (Tax-Related Items):

Without limitation to Section 9 of the Award Agreement, you agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by HM Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also agree to indemnify and keep indemnified the Company and (if different) the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC on your behalf (or any other tax authority or any other relevant authority).

Notwithstanding the foregoing, if you are a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), you understand that you may not be able to indemnify the Company for the amount of any Tax-Related Items not collected from or paid by you, if the indemnification could be considered to be a loan. In this case, the Tax-Related Items not collected or paid may constitute a benefit to you on which additional income tax and National Insurance Contributions (“NICs”) may be payable. You understand that you will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company and/or the Employer (as appropriate) the amount of any NICs due on this additional benefit, which may also be recovered from you by any of the means referred to in Section 9 of the Award Agreement.

VIETNAM

TERMS AND CONDITIONS

Form of Payment. Notwithstanding Section 5 of the Award Agreement, vested Units shall be paid in the form of cash, through local payroll, for each vested Unit and no shares of Common Stock will be issued. The cash payment will equal the number of vested Units multiplied by the fair market value of one (1) share of Common Stock on the RSU Vesting Date less any Tax-Related Items.

EXHIBIT A

EMPLOYER STATEMENT

Pursuant to Section 3(1) of the Danish Act on Stock Options in employment relations as amended effective as of 1 January 2019 (the “Stock Option Act”), you are entitled to receive the following information regarding the Motorola Solutions, Inc. (the “Company”) restricted stock unit program in a separate written statement.

This statement contains only the information required to be mentioned under the Stock Option Act while the other terms and conditions of your restricted stock unit grant (“RSUs”) are described in detail in the Motorola Solutions Omnibus Incentive Plan of 2015 (the “Plan”) and the Restricted Stock Unit Award Agreement including any country-specific appendix (collectively, the “Agreement”), which have been given to you. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan or Agreement.

1.    Date of grant of unfunded right to receive shares of common stock upon satisfying certain conditions

The grant date of your RSUs is the date that the Board of Directors of the Company or a committee thereof (the “Committee”) approved a grant for you and determined it would be effective.

2.    Terms or conditions for grant of a right to future award of common stock

The grant of RSUs will be at the sole discretion of the Board or the appropriate Committee. Employees of the Company and its subsidiaries are eligible to participate in the Plan. The Company may decide, in its sole discretion, not to make any grants of RSUs to you in the future. Under the terms of the Plan and the Agreement, you have no entitlement or claim to receive future RSUs or other equity awards.

3.    Vesting Date or Period

Generally, your RSUs will vest over the course of a period of time, as provided in the Agreement. Your RSUs shall be converted into an equivalent number of shares of common stock of the Company upon vesting.

4.    Exercise Price

No exercise price is payable upon the vesting of your RSUs and the issuance of the Company’s common stock to you in accordance with the vesting schedule described above.

5.    Your rights upon termination of employment

The treatment of your RSUs upon termination of your continuous service will be determined in accordance with the termination provisions in the Agreement. Unless otherwise described in this Section 5 or the Agreement, upon termination of your service, all of your unvested RSUs will be cancelled and forfeited to the Company. However, in the event your termination of employment due to death or Total and Permanent Disability, your RSUs will fully vest. Sections 3(b) and 3(e) of the Agreement discuss the treatment of the RSUs in the event of a Change in Control or termination due to Divestiture.

6.    Financial aspects of participating in the Plan

The grant of RSUs has no immediate financial consequences for you. The value of the RSUs is not taken into account when calculating holiday allowances, pension contributions or other statutory consideration calculated on the basis of salary.

Shares of common stock are financial instruments and investing in common stock will always have financial risk. The value of the common stock will not only be dependent on the Company’s financial

development, but also on the general development of the stock market. The future value of the Company’s common stock is unknown, indeterminate and cannot be predicted with certainty.

Motorola Solutions, Inc.

ARBEJDSGIVERERKLÆRING

I henhold til § 3, stk. 1, i lov om brug af køberet eller tegningsret mv. i ansættelsesforhold som ændret med virkning fra 1. januar 2019 ("Aktieoptionsloven") er du berettiget til i en særskilt skriftlig erklæring at modtage følgende oplysninger om den for Motorola Solutions Inc. ("Selskabet") gældende RSU-ordning.

Denne erklæring indeholder kun de oplysninger, der kræves i henhold til Aktieoptionsloven, hvorimod de øvrige vilkår og betingelser for din tildeling af Restricted Stock Units ("RSU'er") er nærmere beskrevet i Motorola Solutions Omnibus Incentive Plan of 2015 ("Ordningen") og i Restricted Stock Unit Award Agreement, inklusive eventuelle landetillæg (samlet "Aftalen"), som du har fået udleveret. Begreber, der står med stort begyndelsesbogstav i denne arbejdsgivererklæring, men som ikke er defineret heri, har den betydning, der er defineret i Ordningen eller Aftalen.

1.    Tidspunkt for tildeling af den vederlagsfri ret til at modtage ordinære aktier mod opfyldelse af visse betingelser

Tidspunktet for tildelingen af dine RSU'er er den dato, hvor Selskabets Bestyrelse eller et bestyrelsesudvalg ("Udvalget") har godkendt tildelingen til dig og fastslået, at den er gyldig.

2.    Vilkår og betingelser for tildeling af en ret til fremover at modtage ordinære aktier

Tildelingen af RSU'er sker efter Bestyrelsens eller det relevante Udvalgs eget skøn. Medarbejdere i Selskabet og i dets datterselskaber kan deltage i Ordningen. Selskabet kan efter eget skøn vælge ikke at tildele dig nogen RSU'er i fremtiden. I henhold til Ordningens og Aftalens bestemmelser har du ikke hverken ret til eller krav på fremover at modtage RSU'er eller andre aktiebaserede tildelinger.

3.    Modningstidspunkt eller -periode

Dine RSU'er modnes som udgangspunkt over en bestemt periode som anført i Aftalen. På modningstidspunktet konverteres RSU'erne til et tilsvarende antal ordinære aktier i Selskabet.

4.    Udnyttelseskurs

Der skal ikke betales nogen udnyttelseskurs i forbindelse med modningen af dine RSU'er og Selskabets udstedelse af ordinære aktier til dig i overensstemmelse med den ovenfor beskrevne modningstidsplan.

5.    Din retsstilling ved fratræden

I tilfælde af ophør af din fortsatte ansættelse vil dine RSU'er blive behandlet i overensstemmelse med ophørsbestemmelserne i Aftalen. Medmindre andet følger af dette pkt. 5 eller af Aftalen, vil alle ikke-modnede RSU'er ved din fratræden bortfalde og blive tilbageført til Selskabet. Hvis ansættelsesforholdet ophører som følge af død eller Fuldstændig og Permanent Uarbejdsdygtighed, vil dine RSU'er dog modne fuldt ud. Behandlingen af RSU'er i tilfælde af Kontrolskifte eller opsigelse som følge af Frasalg er beskrevet i Aftalens pkt. 3(b) og 3(e).

6.    Økonomiske aspekter ved deltagelse i Ordningen

Tildelingen af RSU'er har ingen umiddelbare økonomiske konsekvenser for dig. Værdien af RSU'erne indgår ikke i beregningen af feriepenge, pensionsbidrag eller andre lovpligtige, vederlagsafhængige ydelser.

Ordinære aktier er finansielle instrumenter, og investering i ordinære aktier vil altid være forbundet med en økonomisk risiko. Værdien af de ordinære aktier afhænger ikke alene af Selskabets økonomiske udvikling, men også af den generelle udvikling på aktiemarkedet. Den fremtidige værdi af Selskabets ordinære aktier kendes ikke og kan ikke forudsiges med sikkerhed.

Motorola Solutions, Inc.

45

Document

Exhibit 10.5

MOTOROLA SOLUTIONS, INC.

AWARD DOCUMENT

For the

Motorola Solutions Amended and Restated Omnibus Incentive Plan of 2015

Terms and Conditions Related to Employee Nonqualified Stock Options

Recipient:<br><br>%%FIRST_NAME_MIDDLE_NAME_LAST_NAME%-% Date of Expiration:<br><br>%%EXPIRE_DATE_PERIOD1,'Month DD, YYYY'%-%
Employee ID:<br><br>%%EMPLOYEE_IDENTIFIER%-% Number of Options:<br><br>%%TOTAL_SHARES_GRANTED%-%
Date of Grant:<br><br>%%OPTION_DATE,'Month DD, YYYY'%-% Exercise Price:<br><br>%%OPTION_PRICE%-%

Motorola Solutions, Inc. (“Motorola Solutions” or the “Company”) is pleased to grant you options (“Options”) to purchase shares of Motorola Solutions Common Stock under the Motorola Solutions Amended and Restated Omnibus Incentive Plan of 2015, as may be amended (the “Plan”). The number of Options awarded to you and the Exercise Price per Option, which is the Fair Market Value (as defined below) on the Date of Grant, are stated above. Each Option entitles you to purchase one share of Motorola Solutions Common Stock subject to the terms set forth in this Award Document, including any country-specific terms for your country set forth in the appendix attached hereto (the “Appendix” and, together with the Award Document, the “Agreement”), and the Plan.

Vesting Schedule

Shares Date
%%SHARES_PERIOD1%-% %%VEST_DATE_PERIOD1,'Month DD, YYYY'%-%
%%SHARES_PERIOD2%-% %%VEST_DATE_PERIOD2,'Month DD, YYYY'%-%
%%SHARES_PERIOD3%-% %%VEST_DATE_PERIOD3,'Month DD, YYYY'%-%
%%SHARES_PERIOD4%-% %%VEST_DATE_PERIOD4,'Month DD, YYYY'%-%

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 of the Agreement).

b.Special Vesting. You may be subject to the Special Vesting Dates described below if your employment or service with Motorola Solutions or a Subsidiary (as defined below) terminates.

c.Exercisability. You may exercise Options at any time after they vest and before they expire as described below.

d.Termination of Employment or Service. For purposes of the Options, your employment or service relationship will be considered terminated as of the date you are no longer considered an employee on the payroll of Motorola Solutions or a Subsidiary (as defined below), and unless otherwise expressly provided in the Agreement or determined by the Company (i) your right to vest in the Options under the Plan, if any, will terminate as of such date, and (ii) the period (if any) during which you may exercise the Options after such termination of your employment or service relationship will commence on such date; the Company shall have the exclusive discretion to

determine when your employment with the Company or a Subsidiary has terminated for purposes of the Options.

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 New York Stock Exchange on the Expiration Date or, as applicable the Special Expiration Date, or, if such date is not a trading day on the New York Stock Exchange, 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 Motorola Solutions 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.

b.Death. If your employment or service with Motorola Solutions 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.

c.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 become fully vested on the date of such Change in Control 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, any agreement or other documentation providing for such assumption or replacement shall provide that the assumed or replaced options will be fully vested and exercisable until the Date of Expiration set forth above if your employment is 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.

d.Termination of Employment or Service Because of Serious Misconduct. If Motorola Solutions 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, 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 Motorola Solutions 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 an amount equal to (i)(A) the total number of Options subject to this Award Document, multiplied by (B) 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 the Divestiture and the denominator of which is the number of full months during the entire vesting period, minus (ii) 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 (x) 90 days after such Divestiture or (y) the Date of Expiration stated above. Any Options remaining unvested at the date of such Divestiture after the application of this subparagraph shall expire at that time.

f.Termination of Employment or Service by Motorola Solutions or a Subsidiary Other than for Serious Misconduct or a Divestiture. If Motorola Solutions 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 (i)(A) the total number of

Options subject to this Award Document, multiplied by (B) 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 termination of your employment and the denominator of which is the number of full months during the entire vesting period, minus (ii) any Options that vested prior to the date of termination of your employment. All of your vested but not yet exercised Options will expire on the earlier of (x) 90 days after your termination of employment or (y) the Date of Expiration stated above. Any Options remaining unvested at the date of your termination of employment or service after the application of this subparagraph will automatically expire at that time.

g.Termination of Employment or Service for any Other Reason than Described Above. If your employment or service with Motorola Solutions 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.

4.Leave of Absence/Temporary Layoff. If you take a Leave of Absence (as defined below) from Motorola Solutions or a Subsidiary or you are placed on Temporary Layoff (as defined below) by Motorola Solutions or a Subsidiary, 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.Method of Exercising. You must follow the procedures for exercising the Options that are established by Motorola Solutions from time to time. At the time of exercise, you must pay the Exercise Price for all of the Options being exercised and any Tax-Related Items (as defined in Section 7) that are required to be withheld by Motorola Solutions or a Subsidiary in connection with the exercise.

6.Transferability. Unless the Committee (as defined in the Plan) provides otherwise, Options are not transferable other than by will or the laws of descent and distribution.

7.Tax Related Items.

a.Responsibility for Taxes. By accepting the Options, you acknowledge and agree that:

i.regardless of any action taken by the Company or, if different, your employer (the “Employer”), you shall be ultimately responsible for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or legally imposed on the Company or the Employer as a result of your participation in the Plan and deemed by the Company or the Employer to be an appropriate charge to you (“Tax-Related Items”);

ii.your liability for Tax-Related Items may exceed the amount, if any, actually withheld by the Company or the Employer;

iii.the Company and/or the Employer make 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 subsequent sale of shares of Common Stock acquired pursuant to such exercise and the receipt of any dividends;

iv.the Company and/or the Employer 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; and

v.if you are subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, 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.

b.Withholding Taxes. In connection with any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, 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:

i.withholding shares of Common Stock otherwise deliverable to you in connection with the exercise of the Options; or

ii.withholding from proceeds of the sale of shares of Common Stock acquired at 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) without further consent.

Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering statutory or other withholding rates, including minimum and maximum rates applicable in the relevant jurisdiction(s). In the event of over-withholding, you may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Common Stock), or if not refunded, you may seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay any additional Tax-Related Items directy to the applicable tax authority or to the Company and/or Employer. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, you are deemed to have been issued the full number of shares of Common Stock subject to the exercised Options, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the shares of Common Stock, or the proceeds of the sale of such shares, if you fail to comply with your obligations in connection with the Tax-Related Items.

c.Withholding Taxes for Section 16 Officers. Notwithstanding Section 7(b) above, if you are considered an officer for purposes of the Section 16 of the Exchange Act (as defined in the Plan), you may elect to satisfy your obligations for Tax-Related Items by one of the withholding methods set forth in Section 7(b)(i) and (ii) above, unless otherwise set forth in the Appendix for your country. In the absence of such an election, the Company and/or the Employer will satisfy the obligations with regard to all Tax-Related Items by withholding in shares of Common Stock otherwise deliverable in connection with the exercise of the Options, as set forth in Section 7(b)(i), unless the use of such withholding method is problematic under applicable tax or securities laws, or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items will be satisfied by the method set forth in Section 7(b)(ii) above.

8.Nature of Grant. By accepting the Options, you acknowledge, understand and agree that:

a.the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

b.the grant of the Options is exceptional, voluntary, non-recurrent and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past;

c.all decisions with respect to future option or other grants, if any, will be at the sole discretion of the Company;

d.the grant of the Options and your participation in the Plan shall not create or amend an employment or service contract with the Company, the Employer or any Subsidiary, and shall not interfere with the ability of the Company, the Employer or any Subsidiary, as applicable, to terminate your employment or service relationship (if any) at any time;

e.you are voluntarily participating in the Plan;

f.the Options and any shares of Common Stock acquired under the Plan are not intended to replace any pension rights or compensation;

g.the Options and any shares of Common Stock acquired under the Plan and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, leave-related pay, pension or retirement benefits or payments, or welfare benefits or any similar mandatory payments;

h.the future value of the shares of Common Stock underlying the Options is unknown, indeterminable, and cannot be predicted with certainty;

i.if the shares of Common Stock underlying the Options do not increase in value, the Options will have no value;

j.unless otherwise provided in the Plan or by the Company in its discretion, neither the Options nor the benefits evidenced by the Agreement shall create any entitlement to have the Options or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Common Stock of the Company;

k.if you exercise the Options and acquire shares of Common Stock, the value of such shares may increase or decrease in value, even below the Exercise Price;

l.unless otherwise agreed with the company in writing, the Options and the shares of Common Stock subject to the Options, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of any Subsidiary;

m.the Options and the shares of Common Stock subject to the Options are not part of normal or expected compensation or salary for any purpose;

n.none of the Company, the Employer or any Subsidiary shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value of the Options or of any amounts due to you pursuant to the exercise of the Options or the subsequent sale of any shares of Common Stock acquired upon exercise; and

o.no claim or entitlement to compensation or damages shall arise from forfeiture of the Options resulting from the termination of your employment or other service relationship with Motorola Solutions or any Subsidiary (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any).

9.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 underlying shares of Common Stock. You acknowledge and agree that you should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.

10.Consent to Transfer Personal Data.

a.By accepting the Options, you hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in the Agreement and any other Option grant materials ("Data") by and among, as applicable, the Employer, the Company and any Subsidiary for the exclusive purpose of implementing, administering and managing your participation in the Plan. You understand that Data may include certain personal data about you, including, but not limited to, your name, home address, email address and telephone number, date of birth, social insurance number, passport number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Options or any other entitlement to shares of Common Stock awarded, canceled, purchased, exercised, vested, unvested or outstanding in your favor, for the exclusive purpose of

implementing, administering and managing the Plan. The Company collects Data directly from you or from other sources such as the Designated Broker.

b.You understand that Data will be transferred to the Designated Broker (as defined in Section 22 below), which is assisting the Company with the implementation, administration and management of the Plan. Motorola Solutions and/or its Subsidiaries will transfer Data among themselves as necessary for the exclusive purpose of implementation, administration and management of your participation in the Plan, and Motorola Solutions and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Solutions in the implementation, administration and management of the Plan. Data also may also be shared with the Company’s information technology and human resources service providers, with its legal and professional advisors and with governmental authorities, including taxation authorities. You understand that the recipients of the Data may be located in the United States or elsewhere, and that a recipient’s country of operation (e.g., the United States) may have different data privacy laws and protections than your country of residence. You understand that if you reside outside the United States or in the state of California, you may request a list with the names and addresses of any recipients of the Data by contacting your human resources representative.

c.You authorize the Company, the Designated Broker and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purposes of implementing, administering and managing your participation in the Plan. The Company has entered into written contracts with its third party service providers to process your Data pursuant to the Company’s instructions. The Company does not sell your Data. It also does not share your Data with other recipients other than as stated in this Agreement.

d.You understand that Data will be held only as long as is necessary and in accordance with applicable law to implement, administer and manage your participation in the Plan. You understand that if you reside outside the United States or in the state of California, you may, at any time, view or access Data, request additional information about the storage and processing of Data, request any necessary amendments or corrections to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your human resources representative. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to withdraw your consent, your employment status or service with the Employer will not be affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant you Options or other equity awards or administer or maintain such awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. The Company does not discriminate against you for exercising your rights with respect to your Data. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your human resources representative.

e.If you work or reside in the European Union, European Economic Area, Switzerland or the United Kingdom, you acknowledge that you have read the Terms and Conditions appearing in the Appendix to this Agreement for Countries within the European Union, European Economic Area, Switzerland and the United Kingdom related to the European General Data Protection Regulation.

f.If you work or reside in the state of California, you acknowledge that you have read the Motorola Solutions U.S. Personnel Privacy Notice available on the Motorola Solutions website at [_____].

11.Compliance with Law.

a.Notwithstanding any other provision of the Plan or the Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the shares of Common Stock, the Company shall not be required to deliver any shares of Common Stock issuable upon exercise of the Options prior to the completion of any registration or qualification of the Common Stock under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. You understand that the Company is under no obligation to register or qualify the shares with the SEC or any state or foreign securities commission, or to seek approval or clearance from any governmental authority for the issuance or sale of the shares of Common Stock. Further, you agree that the Company shall have unilateral authority to amend the Plan and the Agreement without your consent to the extent necessary to comply with securities or other laws applicable to issuance of shares of Common Stock.

12.Insider Trading Restrictions/Market Abuse Laws. You acknowledge that, depending on your country of residence or the Designated Broker's country or country where the Common Stock is listed, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to accept, acquire, sell, attempt to sell or otherwise dispose of Common Stock, rights to Common Stock (e.g., Options) or rights linked to the value of Common Stock during such times as you are considered to have “inside information” regarding the Company (as defined by or determined under the laws in the applicable jurisdiction). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before possessing inside information. Furthermore, you could be prohibited from (a) disclosing the inside information to any third party, which may include your fellow employees (other than on a “need to know” basis) and (b) “tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You are responsible for ensuring compliance with any applicable restrictions and should consult your personal legal advisor on this matter.

13.Exchange Control, Tax and/or Foreign Asset/Account Reporting. You acknowledge that there may be exchange control, tax, foreign asset and/or account reporting requirements which may affect your ability to acquire or hold shares of Common Stock acquired under the Plan or cash received from participating in the Plan (including from any dividends paid on shares of Common Stock acquired under the Plan) in a brokerage/bank account or legal entity outside your country. You may be required to report such accounts, assets, the balances therein, the value thereof and/or the transactions related thereto to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker within a certain time after receipt. In addition, you agree to take any and all actions, and consent to any and all actions taken by the Company or the Employer as may be required to allow the Company or the Employer to comply with local laws, rules and regulations in your country of residence (and country of employment, if different). Finally, you agree to take any and all actions as may be required to comply with your personal legal and tax obligations under local laws, rules and regulations in your country of residence (and country of employment, if different).

14.Electronic Delivery and Acceptance. 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.

15.Language. You acknowledge that you are sufficiently proficient in English or have consulted with an advisor who is sufficiently proficient in English to understand the terms and conditions of the Agreement. Furthermore, if you have received the Agreement or any other document related to the Options and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

16.Severability. The provisions of the 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 shall nevertheless be binding and enforceable.

17.Waiver. You acknowledge that a waiver by the Company of breach of any provision of the Agreement shall not operate or be construed as a waiver of any other provision of the Agreement, or of any subsequent breach by you or any other grantee.

18.Appendix. Notwithstanding any provision of this Award Document, the Options shall be subject to any terms and conditions set forth in the Appendix to this Award Document for your country. Moreover, if you relocate to one of the countries included in the Appendix, the terms and conditions for such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of the Agreement.

19.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 of Common Stock acquired upon exercise of the Options (or the proceeds from the sale of such shares), to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

20.Agreement Following Termination of Employment.

a.By 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 Solutions or a Subsidiary who possesses Confidential Information (as defined in Section 22 below) of Motorola Solutions or a Subsidiary to terminate his/her employment with Motorola Solutions or a Subsidiary and/or to seek employment with your new or prospective employer, or any other company. You also agree that by accepting the Options, if you violate the terms of any of this subparagraph (a), then, in addition to any other remedies available in law and/or equity, all of your vested and unvested Options will terminate and no longer be exercisable, and for all Options exercised within one (1) year prior to the termination of your employment for any reason or anytime after termination of my employment for any reason, you will immediately pay to the Company the difference between the exercise price on the date of grant as reflected in the Award Document for the Options and the market price of the Options on the date of exercise (the "spread").

b.You agree that upon termination of employment or service with Motorola Solutions or a Subsidiary, and for a period of one year thereafter, you will immediately inform Motorola Solutions 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 Solutions or a Subsidiary to provide a copy of this Award Document to your new employer. You further agree to provide information to Motorola Solutions or a Subsidiary as may from time to time be requested in order to determine your compliance with the terms hereof.

c.You expressly agree that Motorola Solutions may take such actions as are necessary or appropriate to effectuate the foregoing in this Section 20 (as applicable to you) or applicable law without further consent or action being required by you. For purposes of the foregoing and as a condition to the grant, you expressly and explicitly authorize Motorola Solutions to issue instructions, on your behalf, to the Designated Broker (or any other stock plan service provider engaged by Motorola Solutions to administer awards granted under the Plan) to sell any shares of Common Stock required to pay the spread to Motorola Solutions. You are hereby advised in writing to consult with an attorney before entering into the restrictions outlined in this Section 20. You acknowledge that prior to acceptance of this Agreement, you have been advised by Motorola Solutions of your right to seek independent advice from an attorney of your own selection regarding this Agreement, including the restraints imposed upon you pursuant to this Section 20. You acknowledge that you have entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. You further represent that in entering into this Agreement, you are not relying on any statements or representations made by any of Motorola Solutions' directors, officers, employees or agents which are not expressly set forth herein, and that you are relying only upon your own judgment and any advice provided by your attorney. You acknowledge that you have been provided at minimum 14 calendar days to review the provisions contained herein.

d.Notwithstanding the foregoing, nothing in this Section 20 is intended to or shall limit, prevent, impede or interfere with your non-waivable right, without prior notice to Motorola Solutions or a

Subsidiary, to provide information to the government, participate in investigations, testify in proceedings regarding Motorola Solutions or any Subsidiary's past or future conduct, engage in any activities protected under whistleblower statutes, or to receive and fully retain a monetary award from a government-administered whistleblower award program for providing information directly to a government agency (and for purpose of clarity, you are not prohibited from providing information voluntarily to the SEC pursuant to Section 21F of the Exchange Act). You do not need prior authorization from Motorola Solutions or any Subsidiary to make any such reports or disclosures and are not required to notify Motorola Solutions or any Subsidiary that you have made such reports or disclosures.Substitute Stock Appreciation Right. Motorola Solutions reserves the right to substitute a Stock Appreciation Right for your Options 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 Options 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 shares of Common Stock.

21.Definition of Terms. Capitalized terms used but not otherwise defined in this Award Document shall have the meaning given such term in the Plan.

a.“Confidential Information” means information concerning the Company and its business that is not generally known outside the Company, and 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, 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.

b.“Designated Broker” means E*TRADE Financial Services LLC or such other stock plan service provider as may be selected by the Company in the future for purposes of assisting the Company with the implementation, administration and management of the Plan.

c.“Fair Market Value” for purposes of the Options at any time shall mean the closing price for a share of Common Stock on the date as of which such value is being determined, as reported for the New York Stock Exchange Composite Index in the Wall Street Journal at www.wsj.com. In the event the New York Stock Exchange is not open for trading on such 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 immediately preceding date for which transactions were reported; provided however, that if Fair Market Value for any date cannot be so determined, Fair Market Value shall be determined in such manner as the Committee may deem equitable, or as required by applicable law or regulations.

d.“Leave of Absence” means an approved leave of absence from Motorola Solutions or a Subsidiary from which the employee has a right to reinstatement, as determined by applicable law or Motorola Solutions policy.

e.“Serious Misconduct” means any misconduct identified as a ground for termination in the Motorola Solutions Code of Business Conduct, or the human resources policies, or other written policies or procedures.

f.“Subsidiary” means any corporation or other entity in which a 50 percent or greater interest is held directly or indirectly by Motorola Solutions and which is consolidated for financial reporting purposes.

g.“Total and Permanent Disability” means for (i) U.S. employees, entitlement to long-term disability benefits under the Motorola Solutions 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 (ii) non-U.S. employees, as established by applicable Motorola Solutions policy unless otherwise required by local regulations.

h.“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.

22.Governing Law and Choice of Venue. The Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Illinois, U.S.A., without regard to the provisions governing conflict of laws. Any and all disputes relating to, concerning or arising from the Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the grant of Options or the Agreement, shall be brought and heard exclusively in a U.S. federal or state court located in Illinois.

23.Acceptance of Terms and Conditions. By accepting the Options, you agree to be bound by the terms of the Agreement, the Plan, any and all rules and regulations established by Motorola Solutions in connection with awards issued under the Plan, and any additional covenants or promises Motorola Solutions may require as a condition of the grant.

24.Plan Documents. The Plan and the Prospectus for the Plan are available on the Motorola Solutions website at [_____] or by contacting PeopleConnect at [_____]. Alternatively, write to Global Rewards Equity Administration, Motorola Solutions, Inc., 500 W. Monroe Street, Chicago, Illinois 60661 U.S.A. to request Plan documents.

APPENDIX TO AWARD DOCUMENT

TERMS AND CONDITIONS

This Appendix includes additional terms and conditions that govern the Options granted to you under the Plan if you work and/or reside in one of the countries listed below. If you are a citizen or resident of a country other than the one in which you are currently working and/or residing (or are considered as such for local law purposes), or if you transfer employment or residency to a different country after the Options are granted, the Company will, in its discretion, determine the extent to which the terms and conditions contained herein will be applicable to you.

Certain capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan and/or the Award Document.

NOTIFICATIONS

This Appendix also includes notifications regarding securities, exchange control, income tax and certain other issues of which you should be aware with respect to your participation in the Plan. These notifications are based on the securities, exchange control, income tax and other laws in effect in the respective countries as of January 2023. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the notifications contained in this Appendix as the only source of information relating to the consequences of your participation in the Plan because the information may be outdated at the time you exercise the Options or sell any shares of Common Stock acquired upon such exercise.

In addition, the notifications contained in this Appendix are general in nature and may not apply to your particular situation and, as a result, the Company is not in a position to assure you of any particular result. Accordingly, you should seek appropriate professional advice as to how the relevant laws in your country may apply to your individual situation.

If you are a citizen or resident of a country other than the one in which you are currently residing and/or working (or are considered as such for local law purposes), or if you relocate to a different country after the Options are granted, the notifications contained in this Appendix may not be applicable to you in the same manner.

COUNTRIES WITHIN THE EUROPEAN UNION, EUROPEAN ECONOMIC AREA, SWITZERLAND AND THE UNITED KINGDOM

TERMS AND CONDITIONS

Data Privacy Notice. This provision replaces Section 10 of the Agreement (Consent to Transfer Personal Data) in its entirety:

The EU General Data Protection Regulation (also known as the “GDPR”) came into force on May 25, 2018. For the purposes of the GDPR, the Company wants to make participants in the Plan aware that the Company holds certain Data (as defined below) about the participants. The Company also wants to explain why the Company holds this Data and to let each participant know how to raise any questions regarding the Company’s use of the Data. The purpose of this communication is to provide participants with this information.

This document constitutes a Notice under the GDPR. Copies of this Notice are also available for viewing online at [_____] by request using the contact details set out below.

This communication supplements information relating to the use and transfer of your Data set out in the Agreement. Should there be any inconsistency between the terms of this Notice and the Agreement relating to the Company’s use of your Data, then this Notice is the document that will apply.

The term “Data” as used in this Notice includes your name, home address, email address and telephone number, date of birth, social insurance number, passport number or other identification number, salary, nationality and job title, as well as details of any shares, directorships, awards or any other equity or share rights you may have in the Company (whether awarded, canceled, exercised, vested, unvested or outstanding).

Data Controller Entity: The Company is the Data Controller. The Company is a Delaware corporation, with its principal United States office at 500 W. Monroe Street, Chicago, Illinois 60661 U.S.A.

Purposes: Data is held for the exclusive purpose of implementing, administering and managing your participation in the Plan.

Legitimate Interests: The Company holds and processes the Data for the legitimate interests of implementing, administering and maintaining the Plan and each participant's participation in the Plan.

International Transfers of Data: As the Company is based in the United States and the Agreement is performed in the United States, the Company can only meet its contractual obligations to you under the Agreement if the Data is transferred to the United States. The performance of the contractual obligations of the Company to you is one of the legal bases for the transfer of the Data from the European Union to the United States. You should be aware that the United States may have different data privacy laws and protections than the data privacy laws in place in the European Union.

Retention Period: The Company will delete your Data within a reasonable time after it has accomplished all the necessary legal obligations connected with the management and administration of the Plan.

Other Recipients: To fulfill its obligations under the Agreement, the Company may share Data with its subsidiary companies who employ participants in the Plan. In addition, Data may be transferred to certain third parties assisting in the implementation, administration and management of the Plan, such as share plan administrators and transfer agents. At your instruction, the Data will be shared with E*TRADE Corporate Financial Services, Inc. and E*TRADE Securities LLC (collectively, “E*TRADE”) or other third parties whom you have instructed the Company to deposit shares or other securities acquired upon the vesting of any awards under the Agreement. When transferring your Data to E*TRADE, the Company provides appropriate safeguards in accordance with the EU Standard Contractual Clauses.

Data Subject Rights: Participants have a number of rights under the GDPR. Depending upon the circumstances, these may include the right of data portability (where the Company helps a participant move Data to someone else at the participant's request), the right to object to the processing of the Data, the right to require the Company to update and correct the Data, the right to require erasure of the Data and the right for the participant to review the Data held by the Company and to require the Company to cease processing it. You must understand, however, that any such request may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or your withdrawal of consent, please contact the Company using the contact details below.

Participants also have a right to lodge a complaint concerning the processing of their personal data with an EU supervisory authority.

Data Security: The Company recognizes the importance of treating Data in a lawful, fair and transparent manner. The Company will apply reasonable organizational and security measures to prevent the unlawful processing and/or the accidental loss or destruction of these materials and, in particular, the personal data contained in them.

Contact: For more information on our general privacy policy please go to [_____]. If you have any questions concerning this Notice, you should contact [_____].

You understand that the Company may rely on a different legal basis for the processing and/or transfer of Data in the future and/or request that you provide another data privacy consent. If applicable and upon request of the Company or the Employer, you agree to provide an executed acknowledgement or privacy consent form (or any other acknowledgements, agreements or consents) that the Company and/or the Employer may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such acknowledgement, agreement or consent requested by the Company and/or the Employer.

ARGENTINA

TERMS AND CONDITIONS

Method of Exercising. You may be required to pay the Exercise Price by means of a cashless “sell all” method of exercise through the Designated Broker, such that all shares of Common Stock subject to the exercised Options will be sold immediately upon exercise (i.e. a “same day sale”) and the sales proceeds, less the Exercise Price, any applicable Tax-Related Items and broker’s fees or commissions, will be remitted to you in accordance with your

instructions to the Designated Broker. The Company reserves the right to provide you with additional methods of exercise depending on the development of local law.

Labor Law Acknowledgement. This provision supplements Section 8 of the Award Document (Nature of Grant):

In accepting the Options, you acknowledge and agree that the grant of Options is made by the Company (not the Employer) in its sole discretion and that the value of the Options or any shares of Common Stock acquired under the Plan shall not constitute salary or wages for any purpose under Argentine labor law, including, but not limited to, the calculation of (i) any labor benefits including, without limitation, vacation pay, thirteenth salary, compensation in lieu of notice, annual bonus, disability, and leave of absence payments, etc., or (ii) any termination or severance indemnities or similar payments.

NOTIFICATIONS

Securities Law Information. Neither the Options nor the underlying shares of Common Stock are publicly offered or listed on any stock exchange in Argentina and, as a result, have not been and will not be registered with the Argentine Securities Commission. The offer is private and not subject to prospecus requirements in Argentina.

Exchange Control Information. You are solely responsible for complying with the exchange control rules that may apply in connection with your participation in the Plan and/or the transfer of proceeds acquired under the Plan into Argentina. Prior to exercising your Options or transferring proceeds into Argentina, you should consult your local bank and exchange control advisor to confirm the exchange control rules and required documentation.

Foreign Asset / Account Reporting Information. Argentine residents must report any shares of Common Stock that the resident may hold on December 31 of each year on their annual tax return for that year. Argentine residents should consult with their personal tax advisor to determine their personal reporting obligations.

AUSTRALIA

NOTIFICATIONS

Securities Law Notice. If you acquire shares of Common Stock under the Plan and offer such shares of Common Stock for sale to a person or entity resident in Australia, the offer may be subject to disclosure requirements under Australian law. You should obtain legal advice on disclosure obligations prior to making any such offer.

Exchange Control Information. If you are an Australian resident, exchange control reporting is required for cash transactions exceeding A$10,000 and international fund transfers. If an Australian bank is assisting with the transaction, the bank will file the report on your behalf. If there is no Australian bank involved with the transfer, you will be required to file the report.

Tax Information. The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) (the “Act”) applies (subject to the conditions in the Act).

AUSTRIA

NOTIFICATIONS

Exchange Control Information. Austrian residents who hold securities (including shares of Common Stock) or cash (including proceeds from the sale of such shares) outside of Austria may be required to report certain information to the Austrian National Bank if certain thresholds are exceeded. An exemption applies if the value of the shares of Common Stock does not meet or exceed €5,000,000 as of December 31 of any given year. The deadline for filing the annual report is January 31 of the following year.

Further, if Austrian residents hold cash in accounts outside of Austria, monthly reporting requirements will apply if the aggregate transaction volume of such cash accounts exceeds €10,000,000. Specifically, if this threshold is met, the movements and balances of all accounts must be reported monthly, as of the last day of the month, on or before the 15th day of the following month. You should consult with a personal advisor to ensure you comply with applicable reporting requirements.

BAHRAIN

NOTIFICATIONS

Securities Law Information. The Agreement, the Plan and all other materials you receive regarding participation in the Plan do not constitute advertising or an offering of securities in Bahrain, nor does it constitute an allotment of securities in Bahrain. Any shares of Common Stock issued upon exercise of the Options shall be deposited into a brokerage account in the United States. In no event will shares of Common Stock be issued or delivered in Bahrain. The issuance of shares of Common Stock upon exercise of the Options described herein has not and will not be registered in Bahrain and hence, the shares of Common Stock described herein may not be admitted or used for offering, placement or public circulation in Bahrain. Accordingly, you understand that you may not make any public advertising or announcements regarding the Options or shares of Common Stock in Bahrain, promote these shares of Common Stock to legal entities or individuals in Bahrain, or sell shares of Common Stock directly to other legal entities or individuals in Bahrain. You acknowledge and agree that shares of Common Stock may only be sold outside of Bahrain and on a stock exchange on which the Company is traded.

BRAZIL

TERMS AND CONDITIONS

Compliance with Law. By accepting the Options, you agree to comply with applicable Brazilian laws and to report and pay applicable Tax-Related Items associated with the Options and the subsequent sale of any shares of Common Stock acquired under the Plan.

Labor Law Acknowledgment. By accepting the Options, you agree that you are (i) making an investment decision, (ii) the shares of Common Stock will be issued to you only if the vesting conditions are met, and (iii) the value of the underlying shares of Common Stock is not fixed and may increase or decrease in value over the vesting period without compensation to you.

Further, you acknowledge and agree that, for all legal purposes, (i) any benefits provided to you under the Plan are unrelated to your employment, (ii) the Plan is not part of the terms and conditions of your employment, and (iii) the income from your participation in the Plan, if any, is not part of your remuneration from employment.

NOTIFICATIONS

Exchange Control Information. Remittances of funds for the purchase of shares of Common Stock under the Plan must be made through an authorized commercial bank in Brazil.

Foreign Asset / Account Reporting Information. If you are resident or domiciled in Brazil, you will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than US$1,000,000. If the aggregate value exceeds US$100,000,000 as of the end of each quarter, a declaration must be submitted quarterly. Assets and rights that must be reported include shares of Common Stock acquired under the Plan. Brazilian residents should consult with their personal tax advisor to determine their personal reporting obligations.

Tax on Financial Transaction (IOF). Payments to foreign countries and repatriation of funds into Brazil (including payment of the Exercise Price and proceeds from the sales of shares of Common Stock) and the conversion between USD into BRL associated with such fund transfers may be subject to the Tax on Financial Transactions. It is your responsibility to comply with any applicable Tax on Financial Transactions arising from your participation in the Plan. You should consult with his or her personal tax advisor for additional details.

CANADA

TERMS AND CONDITIONS

Method of Exercising. Notwithstanding any provision of the Agreement or the Plan to the contrary, you are prohibited from surrendering shares of Common Stock that you already own to pay the Exercise Price or any Tax-Related Items in connection with the exercise of the Options. The Company reserves the right to permit this method of payment depending upon the development of local law.

Form of Settlement. Nowithstanding anything contained in the Plan or the Agreement to the contrary, the Options are related to future services to be performed and are not a bonus or compensation for past services.

The following provisions apply for residents of Quebec:

English Language Provision. A French translation of the Plan and the Agreement are available. You understand that, from time to time, additional information related to the offering of the Plan might be provided in English and such information may not be immediately available in French. However, upon request, the Company will translate into French documents related to the offering of the Plan as soon as reasonably practicable.

Consentement en Anglais. Une traduction française du Plan et de l'Accord est disponible. Tu comprends ça, de temps à autre, des informations supplémentaires liées à l'offre du Plan peuvent être fournies en anglais et que ces informations peuvent ne pas être immédiatement disponibles en français. Cependant, sur demande, la Compagnie traduira en français les documents relatifs à l'offre du Plan dès que raisonnablement possible.

Data Privacy Notice and Consent. This provision supplements Section 10 of the Award Document (Consent to Transfer Personal Data):

You hereby authorize the Company and its representatives, including any broker(s) designated by the Company 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 Employer, the Company, any Subsidiary and the Designated Broker to disclose and discuss the Plan with their advisors. You further authorize the Employer, the Company and any Subsidiary to record such information and to keep such information in your employee file. You acknowledge and agree that your personal information, including any sensitive personal information, may be tranferred or disclosed outside the province of Quebec, including to the U.S. If applicable, you also acknowledge and authorize the Company, the Employer, the Designated Broker any other Subsidiary involved in the administration of the Plan to use technology for profiling purposes and to make automated decisions that may have an impact on you or the administration of the Plan.

NOTIFICATIONS

Securities Law Information. Canadian residents may not be permitted to sell or otherwise dispose of any shares of Common Stock acquired upon exercise of the Options within Canada. Canadian residents may only be permitted to sell or dispose of any such shares if such sale or disposal takes place outside of Canada on the facilities on which the Common Stock is traded (i.e., on the New York Stock Exchange).

Foreign Asset and Account Reporting. Foreign specified property, including shares of Common Stock, Options, and other rights to receive shares of a non-Canadian company held by a Canadian resident employee must generally be reported annually on a Form T1135 (Foreign Income Verification Statement) if the total cost of the employee’s foreign specified property exceeds C$100,000 at any time during the year. Thus, such Options must be reported – generally at a nil cost - if the C$100,000 cost threshold is exceeded because other foreign specified property is held by the employee. When shares of Common Stock are acquired, their cost generally is the adjusted cost base (“ACB”) of the shares. The ACB would ordinarily equal the fair market value of the shares of Common Stock at the time of acquisition, but if the employee owns other shares of the same company, this ACB may have to be averaged with the ACB of the other shares. Canadian residents should consult with their personal tax advisor to ensure compliance with their reporting requirements.

CHINA

TERMS AND CONDITIONS

The following terms apply only to nationals of the People’s Republic of China (the “PRC”) residing in the PRC, unless otherwise determined by the Company:

Method of Exercising. Due to local legal restrictions, you will be required to pay the Exercise Price by means of a cashless “sell all” method of exercise through the Designated Broker, such that all shares of Common Stock subject to the exercised Options will be sold immediately upon exercise (i.e. a “same day sale”) and the sales proceeds, less the Exercise Price, any applicable Tax-Related Items and broker’s fees or commissions, will be remitted to you in accordance with applicable exchange control laws and regulations including, but not limited to, the restrictions set forth in this Appendix for China below under “Exchange Control Restrictions.” The Company reserves the right to provide you with additional methods of exercise depending on the development of local law. In the event you are permitted to hold shares of Common Stock upon exercise, the Company may force the sale of the shares of Common Stock within any time frame as the Company determines to be necessary to comply with local regulatory requirements. You agree that you must maintain any shares of Common Stock acquired under the Plan in an

account maintained by the Designated Broker or such other stock plan service provider as may be selected by the Company.

You understand that your Employer and/or any Subsidiary to which you provide service must be registered with the State Administration of Foreign Exchange (“SAFE”) prior to exercise of the Options. If the Company is unable to obtain registration approval for your Employer and/or any Subsidiary to which you provide service prior to the exercise of such Options, the exercise of the Options may be delayed.

Exchange Control Restrictions. By accepting the Options, you understand and agree that you will be required to immediately repatriate all proceeds due to you from the sale of shares of Common Stock acquired under the Plan. Further, you understand that such repatriation will need to be effected through a special exchange control account established by the Company or Subsidiary in the PRC, and you hereby agree that the proceeds may be transferred to such special account prior to being delivered to you. The proceeds may be paid to you in U.S. dollars or in local currency, at the Company’s discretion. If the proceeds are paid in U.S. dollars, you understand that you will be required to set up a U.S. dollar bank account in the PRC so that the proceeds may be deposited into this account. You understand that if you fail to set up such account or fail to provide the requested details to the Company, you might not be able to receive sale proceeds or delivery of proceeds may be delayed. Further, you understand that if you do not otherwise claim the proceeds within 2 years of the exercise date, the proceeds may be surrendered to the Company. If the proceeds are paid in local currency, you acknowledge that neither the Company nor any Subsidiary is under an obligation to secure any particular currency conversion rate and that the Company (or a Subsidiary) may face delays in converting the proceeds to local currency due to exchange control requirements in the PRC. You agree to bear any currency fluctuation risk between the time the shares of Common Stock are sold and the time the proceeds are converted into local currency and distributed to you. You further agree to comply with any other requirements that may be imposed by the Company in the future to facilitate compliance with PRC exchange control requirements.

COLOMBIA

TERMS AND CONDITIONS

Labor Law Acknowledgement. This provision supplements the acknowledgement contained in Section 8 of the Award Document (Nature of Grant):

You acknowledge that, pursuant to Article 128 of the Colombian Labor Code, the Plan and related benefits are granted by the Company entirely on a discretionary basis, do not exclusively depend upon your performance with the Employer, and do not constitute a component of your “salary” for any legal purpose. Therefore, the Options and related benefits will not be included and/or considered for purposes of calculating any and all labor benefits, such as legal/fringe benefits, vacations, indemnities, payroll taxes, social insurance contributions and/or any other labor-related amount which may be payable, subject to any limitations as may be imposed under local law.

Securities Law Information. The shares of Common Stock are not and will not be registered with the Colombian registry of publicly traded securities (Registro Nacional de Valores y Emisores). Therefore, the shares of Common Stock may not be offered to the public in Colombia. Nothing in the Agreement should be construed as making a public offer of securities in Colombia. An offer of shares of Common Stock to employees will not be considered a public offer provided that it meets the conditions set forth in Article 6.1.1.1.1 in Decree 2555, 2010.

NOTIFICATIONS

Exchange Control Information. You must register your investments with the Central Bank of Colombia (Banco de la República). The registration method will vary depending on whether cash is remitted from Colombia (either by you or the Employer), or no cash consideration is paid at all. Upon liquidation of assets held abroad, you must (i) cancel the registration with the Central Bank and (ii) repatriate the proceeds from the sale or liquidation to Colombia and file the appropriate Central Bank form (usually through your local bank). You personally are responsible for complying with applicable exchange control requirements in Colombia.

Foreign Asset / Account Reporting Information. You must file an annual informative return with the Colombian Tax Office detailing any assets held abroad. If the individual value of any of these assets exceeds a certain threshold, you must describe each asset and indicate the jurisdiction in which it is located, its nature and its value.

CZECH REPUBLIC

NOTIFICATIONS

Exchange Control Information. The Czech National Bank may require residents of the Czech Republic to fulfill certain notification duties in relation to the opening and maintenance of a foreign account. In addition, you may need to report certain events in the absence of a request from the Czech National Bank. Because exchange control regulations change frequently and without notice, residents of the Czech Republic should consult with their legal advisor prior to the sale of shares of Common Stock to ensure compliance with current regulations. It is the Czech resident’s responsibility to comply with Czech exchange control laws, and neither the Company nor the Employer will be liable for any resulting fines or penalties.

DENMARK

TERMS AND CONDITIONS

Stock Option Act. You acknowledge that you have received the Employer Statement in Danish, attached as Exhibit A, which sets forth additional terms of the Options to the extent that the Danish Stock Option Act applies.

NOTIFICATIONS

Foreign Asset and Account Reporting Information. Danish residents who establish an account holding shares of Common Stock or cash outside of Denmark must report the account to the Danish Tax Administration. The form which should be used in this respect can be obtained from a local bank.

ECUADOR

NOTIFICATIONS

Foreign Asset/Account Reporting Information. You are responsible for including any shares of Common Stock acquired pursuant to the Options during the previous fiscal year in your annual Net Worth Declaration if your net worth exceeds the thresholds set forth in the law. The Net Worth Declaration must be filed in May of the following year using the electronic form on the tax authorities’ website (www.sri.gob.ec). Penalties will apply to a late filing and it is not possible to seek an extension. You should consult with your personal advisor(s) regarding any personal foreign asset/foreign account tax obligations you may have in connection with your participation in the Plan.

EGYPT

NOTIFICATIONS

Exchange Control Information. If you have a permanent domicile in Egypt and you transfer funds into or out of Egypt in connection with your participation in the Plan, you may be required to transfer the funds through a registered bank in Egypt.

FINLAND

There are no country-specific provisions.

FRANCE

TERMS AND CONDITIONS

Language Consent. By accepting the Options, you confirm having read and understood the Agreement (including this Appendix) and the Plan, including all terms and conditions included therein, which were provided in the English language. You accept the terms of these documents accordingly.

En acceptant les Options, vous confirme avoir lu et compris ce Contrat (y incluse cette Annexe) et le Plan, incluant tous leurs termes et conditions, qui lui ont été transmis en langue anglaise. Vous accepte les dispositions de ces documents en connaissance de cause.

Options Not French-qualified. You understand and acknowledge that the Options granted under the Agreement are not intended to qualify for specific tax and social security treatment pursuant to Sections L. 225-177 to L. 225-186-1 of the French Commercial Code, as amended.

NOTIFICATIONS

Foreign Asset / Account Reporting Information. French residents holding cash or shares of Common Stock outside of France must declare all foreign bank and brokerage accounts (including any accounts that were opened or closed during the tax year) on an annual basis, together with their income tax return. French residents should consult with their personal tax advisor to determine their personal reporting obligations.

GERMANY

NOTIFICATIONS

Exchange Control Information. Cross-border payments in excess of €12,500 must be reported to the German Federal Bank (“Bundesbank”). If you make or receive a payment in excess of this amount (including if you acquire shares of Common Stock with a value in excess of this amount under the Plan or sell shares of Common Stock via a foreign broker, bank or service provider and receive proceeds in excess of this amount), you must report the payment to Bundesbank, either electronically using the “General Statistics Reporting Portal” (“Allgemeines Meldeportal Statistik”) available via Bundesbank’s website (www.bundesbank.de) or via such other method (e.g., by email or telephone) as is permitted or required by Bundesbank. The report must be submitted monthly or within other such timing as is permitted or required by Bundesbank.

Foreign Asset/Account Reporting Information. German residents holding shares of Common Stock must notify their local tax office if the acquisition of shares of Common Stock under the Plan leads to a so-called “qualified participation” at any point during the calendar year. A qualified participation is attained only in the unlikely event (i) you own at least 1% of the Company and the value of the shares of Common Stock acquired exceeds €150,000, or (ii) you hold shares of Common Stock exceeding 10% of the total capital of the Company.

GREECE

There are no country-specific provisions.

HONG KONG

TERMS AND CONDITIONS

Share Sale Restriction. Shares of Common Stock received at exercise are accepted as a personal investment. In the event that the Options vest and become exercisable within six months of the Date of Grant, you (or your heirs) agree that the shares of Common Stock will not be offered to the public or otherwise dispose of any shares of Common Stock underlying the Options (including by means of a cashless exercise of such Options) prior to the six-month anniversary of the Date of Grant.

NOTIFICATIONS

Securities Law Information. WARNING: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice. Neither the grant of the Options nor the issuance of shares of Common Stock upon exercise of the Options constitutes a public offering of securities under Hong Kong law and is available only to employees of the Company and its Subsidiaries. The Agreement, including this Appendix, the Plan and other incidental communication materials distributed in connection with the Options (i) 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, and (ii) are intended only for the personal use of each eligible employee of the Company or its Subsidiaries and may not be distributed to any other person.

INDIA

TERMS AND CONDITIONS

Method of Exercising. Due to local legal restrictions, you will be required to pay the Exercise Price by means of a cashless “sell all” method of exercise through the Designated Broker, such that all shares of Common Stock subject to the exercised Options will be sold immediately upon exercise (i.e. a “same day sale”) and the sales proceeds, less the Exercise Price, any applicable Tax-Related Items and broker’s fees or commissions, will be remitted to you in accordance with your instructions to the Designated Broker. The Company reserves the right to provide you with additional methods of exercise depending on the development of local law.

NOTIFICATIONS

Exchange Control Information. Due to exchange control restrictions in India, Indian residents may be required to repatriate any proceeds from the sale of shares of Common Stock acquired under the Plan to India within such period of time as required under applicable regulations and will not be able to use the proceeds for any dividend reinvestment program. Indian residents must obtain a foreign inward remittance certificate (“FIRC”) from the bank where they deposit the funds and must maintain the FIRC as evidence of the repatriation of funds in the event that the Reserve Bank of India or the Employer requests proof of repatriation.

Foreign Asset / Account Reporting Information. Indian residents are required to declare any foreign bank accounts and assets (including shares of Common Stock) on their annual tax return. Indian residents should consult with their personal tax advisor to determine their reporting requirements.

INDONESIA

TERMS AND CONDITIONS

Method of Exercising. Due to local legal restrictions, you will be required to pay the Exercise Price by means of a cashless “sell all” method of exercise through the Designated Broker, such that all shares of Common Stock subject to the exercised Options will be sold immediately upon exercise (i.e. a “same day sale”) and the sales proceeds, less the Exercise Price, any applicable Tax-Related Items and broker’s fees or commissions, will be remitted to you in accordance with your instructions to the Designated Broker. The Company reserves the right to provide you with additional methods of exercise depending on the development of local law.

Language Consent and Notification. A translation of the documents relating to this grant into Bahasa Indonesia can be provided to you upon request from PeopleConnect at [_____]. By accepting the Options, you (i) confirm having read and understood the documents relating to this grant (i.e., the Plan and the Agreement) which were provided in the English language, (ii) accept the terms of those documents accordingly, and (iii) agree not to challenge the validity of this document based on Law No. 24 of 2009 on National Flag, Language, Coat of Arms and National Anthem or the implementing Presidential Regulation (when issued).

Language Consent and Notification. Terjemahan dari dokumen-dokumen terkait dengan pemberian ini ke Bahasa Indonesia dapat disediakan untuk anda berdasarkan permintaan kepada PeopleConnect [_____]. Dengan menekan tombol “Saya menerima” atau dengan menandatangani dan mengembalikan dokumen ini yang memuat syarat dan ketentuan pemberian anda, (i) anda mengkonfirmasi bahwa anda telah membaca dan mengerti isi dokumen yang terkait dengan pemberian ini yang disediakan untuk anda dalam bahasa Inggris, (ii) Anda menerima syarat dari dokumen-dokumen tersebut, dan (iii) anda setuju bahwa anda tidak akan mengajukan keberatan atas keberlakuan dokumen ini berdasarkan Undang-Undang No. 24 tahun 2009 tentang Bendera, Bahasa dan Lambang Negara serta Lagu Kebangsaan atau Peraturan Presiden pelaksana (ketika diterbitkan).

NOTIFICATIONS

Exchange Control Information. If Indonesian residents repatriate funds (e.g., proceeds from the sale of shares of Common Stock) into Indonesia, the Indonesian bank through which the transaction is made will submit a report of the transaction to the Bank of Indonesia for statistical purposes. For transactions of US$10,000 or more (or its equivalent in other currency), a more detailed description of the transaction must be included in the report and you may be required to provide information about the transaction to the bank in order to complete the transaction.

For foreign currency transactions exceeding US$25,000, the underlying document of that transaction will have to be submitted to the relevant local bank. If there is a change of position in any foreign assets held (including shares of Common Stock acquired under the Plan), this change in position (e.g., sale of such shares) must be reported to the Bank of Indonesia no later than the 15th day of the month following the change in position.

Foreign Asset / Account Reporting Information. Indonesian residents have the obligation to report their worldwide assets (including any foreign bank or brokerage accounts and shares of Common Stock acquired under the Plan) in their annual individual income tax return.

ISRAEL

TERMS AND CONDITIONS

Nature of Award. By accepting the Options, you understand and agree that the Options are offered subject to and in accordance with the Israeli Addendum (Sub-Plan) to the Plan (the “Israeli Subplan”), are granted under the Capital Gains Tax Track Through a Trustee (as defined in the Israeli Subplan) and are intended to qualify for favorable tax treatment set forth under the “capital gains” track of Section 102 of the Israeli Income Tax Ordinance [new version] 1961 (“102 Capital Gains Treatment”). Notwithstanding the foregoing, the Company does not undertake to maintain the qualified status of the Options and you acknowledge that you will not be entitled to damages of any nature whatsoever if the Options become disqualified. In the event of any inconsistencies between the Israeli Subplan, the Agreement and/or the Plan, the terms of the Israeli Subplan will govern.

Further, to the extent requested by the Company or the Employer, you agree to execute any letter or other agreement in connection with the grant of the Options or any future options granted under the Israeli Subplan. If you fail to comply with such request, the Options may not qualify for 102 Capital Gains Treatment.

Method of Exercising. Notwithstanding any provision of the Agreement or the Plan to the contrary, you may not exercise your Options using a cashless “sell-to-cover” method of exercise, whereby you direct the Designated Broker to sell some (but not all) of the shares of Common Stock subject to the exercised Options and deliver to the Company the amount of the sale proceeds to pay the Exercise Price and any Tax-Related Items. The Company reserves the right to provide you with this method of payment in the future.

Trust Arrangement. You acknowledge and agree that any shares of Common Stock issued upon exercise of the Options (and not immediately sold) will be deposited with the Company’s designated trustee in Israel, IBI Capital (the “Trustee”) pursuant to a supervisory trust arrangement in accordance with the terms of the trust agreement between the Company and the Trustee. You further agree that such shares of Common Stock will be subject to the Holding Period applicable to Options granted under the Capital Gains Track Through a Trustee, as set forth in Section 1.1(A) of the Israeli Subplan (the “Holding Period”). The Company may at its sole discretion replace the Trustee from time to time and instruct the transfer of all Options and shares of Common Stock held and/or administered by such Trustee at such time to its successor and the provisions of this Agreement shall apply to the new Trustee mutatis mutandis.

Restriction on Sale. You acknowledge that any shares of Common Stock underlying the Options may not be sold prior to the expiration of the Holding Period in order to qualify for 102 Capital Gains Tax Treatment. Accordingly, you agree not to dispose of (or request the Trustee to dispose of) any such shares prior to the expiration of the Holding Period. For purposes of this Appendix for Israel, “dispose” shall mean any sale (including by means of a cashless exercise), transfer or other disposal of the shares of Common Stock by you or the Trustee, including a release of such shares from the Trustee to you.

Tax-Related Items. The following provision supplements Section 7 of the Award Document (Tax-Related Items):

In the event that you dispose of any shares of Common Stock underlying the Options prior to the expiration of the Holding Period, you acknowledge and agree that such shares will not qualify for 102 Capital Gains Tax Treatment and will be subject to taxation in Israel in accordance with ordinary income tax principles. Further, you acknowledge and agree that you will be liable for the Employer’s component of payments to the National Insurance Institute (to the extent such payments by the Employer are required).

You further agree that the Trustee may act on behalf of the Company or the Employer, as applicable, to satisfy any obligation to withhold Tax-Related Items applicable to you in connection with Options granted under the Israeli Subplan.

NOTIFICATIONS

Securities Law Information. An exemption from filing a prospectus in relation to the Plan has been granted to the Company by the Israeli Securities Authority. A copy of the Plan can be accessed at [_____] and a copy of the Form S-8 registration statement for the Plan filed with the SEC can be obtained by accessing:

http://www.sec.gov/Archives/edgar/data/68505/000095013706005238/c04482sv8.htm.

ITALY

TERMS AND CONDITIONS

Method of Exercising. Due to local legal restrictions, you will be required to pay the Exercise Price by means of a cashless “sell all” method of exercise through the Designated Broker, such that all shares of Common Stock subject to the exercised Options will be sold immediately upon exercise (i.e. a “same day sale”) and the sales proceeds, less the Exercise Price, any applicable Tax-Related Items and broker’s fees or commissions, will be remitted to you in accordance with your instructions to the Designated Broker. The Company reserves the right to provide you with additional methods of exercise depending on the development of local law.

Plan Document Acknowledgment. By accepting the Options, you acknowledge that you have received a copy of the Plan and the Agreement (including this Appendix), have reviewed these documents in their entirety and fully understand and accept all provisions of these documents.

Further, you acknowledge that you have read and specifically and expressly approve the following sections of the Award Document: Section 1 (Vesting and Exercisability); Section 2 (Expiration); Section 3 (Special Vesting Dates and Special Expiration Dates); Section 7 (Tax-Related Items); Section 8 (Nature of Grant); Section 14 (Language); Section 22 (Governing Law and Choice of Venue) and the Data Privacy Notice for Countries Within the European Union, European Economic Area, Switzerland and the United Kingdom included in this Appendix.

NOTIFICATIONS

Foreign Asset / Account Reporting Information. An Italian resident who, during any fiscal year, holds investments or financial assets outside of Italy (e.g., cash, shares of Common Stock) which may generate income taxable in Italy, is required to report such investments or assets on his or her annual tax return for such fiscal year (on UNICO Form, RW Schedule, or on a special form if he or she is not required to file a tax return). These reporting obligations will apply to the Italian resident if he or she is the beneficial owner of foreign financial assets under Italian money laundering provisions. Italian residents should consult with their personal tax advisor to determine their personal reporting obligations.

Tax on Foreign Financial Assets. The value of financial assets held outside of Italy (including shares of Common Stock) by Italian residents is subject to a foreign asset tax. The taxable amount will be the fair market value of the financial assets (e.g., shares of Common Stock acquired under the Plan) assessed at the end of the calendar year.

JAPAN

NOTIFICATIONS

Exchange Control Information. If you acquire shares of Common Stock valued at more than ¥100,000,000 in a single transaction, you must file a Securities Acquisition Report with the Ministry of Finance through the Bank of Japan within 20 days after the acquisition of the shares of Common Stock. You should consult with your personal tax advisor to ensure you are complying with the applicable reporting requirements.

In addition, if you pay more than ¥30,000,000 in a single transaction for the purchase of shares of Common Stock when you exercise the Options, you must file a Payment Report with the Ministry of Finance through the Bank of Japan within 20 days of the date that the payment is made. The precise reporting requirements vary depending on whether or not the relevant payment is made through a bank in Japan.

Please note that a Payment Report is required independently from a Securities Acquisition Report; therefore, you must file both a Payment Report and a Securities Acquisition Report if the total amount that you pay in a single transaction for exercising the Options and purchasing shares of Common Stock exceeds ¥100,000,000.

Foreign Asset / Account Reporting Information. Japanese residents who hold assets outside of Japan with a value exceeding ¥50,000,000 (as of December 31 each year) are required to comply with annual tax reporting obligations with respect to such assets. Such report is due by March 15 every year. Japanese residents are advised to consult with their personal tax advisor to ensure that they are properly complying with applicable reporting requirements.

KAZAKHSTAN

TERMS AND CONDITIONS

Method of Exercising. Due to local legal restrictions, you will be required to pay the Exercise Price by means of a cashless “sell all” method of exercise through the Designated Broker, such that all shares of Common Stock subject to the exercised Options will be sold immediately upon exercise (i.e. a “same day sale”) and the sales proceeds, less the Exercise Price, any applicable Tax-Related Items and broker’s fees or commissions, will be remitted to you in accordance with your instructions to the Designated Broker. The Company reserves the right to provide you with additional methods of exercise depending on the development of local law.

NOTIFICATIONS

Securities Law Notification. This offer is addressed only to certain eligible employees in the form of the shares of Common Stock to be issued by the Company. Neither the Plan nor the Agreement has been approved, nor do they need to be approved, by the National Bank of Kazakhstan. This offer is intended only for the original recipient and is not for general circulation in the Republic of Kazakhstan.

Exchange Control Information. Residents of Kazakhstan may be required to notify the National Bank of Kazakhstan when they acquire shares of Common Stock under the Plan if the value of such shares of Common Stock exceeds US$100,000. Please note that the exchange control regulations in Kazakhstan are subject to change. You should consult with your personal legal advisor regarding any exchange control obligations that you may have prior to vesting or receiving proceeds from the sale of shares of Common Stock acquired under the Plan. You are responsible for ensuring compliance with all exchange control laws in Kazakhstan.

LITHUANIA

There are no country-specific provisions.

MALAYSIA

TERMS AND CONDITIONS

Data Privacy Notice. This provision replaces Section 10 of the Award Document (Consent to Transfer Personal Data) in its entirety:

You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data, as described in the Award Document and any other grant materials by and among, as applicable, your Employer, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing your participation in the Plan.

You understand that your Employer, the Company and its Subsidiaries may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, email address date of birth, social insurance, passport or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all Options or any other entitlement to shares of Common Stock awarded, canceled, exercised, vested, unvested or outstanding in your favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan. The Data is supplied by your Employer and also by you through information collected in connection with the Plan and the Agreement, including this Appendix.

You understand that Data will be transferred to the Designated Broker or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. You understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country. You understand that if you reside outside the United States, you may request a list with the names and addresses of any potential recipients of the Data by contacting PeopleConnect at [_____] or by requesting such list via email addressed to [_____].

You authorize the Company, the Designated Broker and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan 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 transfer of such Data as may be required to a broker, escrow agent or other third party with whom the shares of Common Stock acquired upon exercise of your Options

may be deposited. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that if you reside outside the United States, you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative at Motorola Solutions Malaysia Sdn Bhd, PLOT 2, Bayan Lepas, Technoplex Industrial Park, MK 12 SWD, 11900, Palau Pinang, Malaysia or by writing via email at [_____]. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your employment status or service with the Employer will not be affected; the only consequence of refusing or withdrawing consent is that the Company may not be able to grant you Options or other awards or administer or maintain such awards. Therefore, you understand that refusing or withdrawing your consent may affect your eligibility to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative or PeopleConnect at [_____] or write via email addressed to [_____].

Notifikasi Privasi Data. Peruntukan ini menggantikan Seksyen 10 dalam Perjanjian Anugerah (Keizinan untuk Memindahkan Data Peribadi) secara keseluruhan:

Anda dengan ini secara eksplisit dan tanpa sebarang keraguan mengizinkan pengumpulan, penggunaan dan pemindahan, dalam bentuk elektronik atau lain-lain, data peribadi anda seperti yang dinyatakan dalam Perjanjian Anugerah dan apa-apa bahan geran yang lain, oleh dan di antara, sebagaimana yang berkenaan, Majikan anda, Syarikatdan Anak-anak Syarikatnya untuk tujuan ekslusif bagi pelaksanaan, pentadbiran dan pengurusan penyertaan anda dalam Pelan.

Anda memahami bahawa Majikan anda, Syarikat dan Anak-anak Syarikatnya mungkin memegang maklumat peribadi tertentu tentang anda, termasuk, tetapi tidak terhad kepada, nama anda, alamat rumah dan nombor telefon, alamat emel, tarikh lahir, insurans social, passport atau nombor pengenalan lain gaji, kewarganegaraan, jawatan, apa-apa saham atau jawatan pengarah yang dipegang di Syarikat, butir-butir semua Unit-Unit atau apa-apa hak lain untuk syer dalam Saham Biasa yang dianugerahkan, dibatalkan, dilaksanakan, terletak hak, tidak diletak hak ataupun yang belum dijelaskan bagi faedah anda ("Data"), untuk tujuan yang eksklusif bagi melaksanakan, mentadbir dan menguruskan Pelan. Data dibekalkan oleh Majikan anda dan juga oleh anda melalui maklumat yang dikumpul berkenaan dengan Pelan dan Dokumen Anugerah, termasuk Lampiran ini.

Anda memahami bahawa Data akan dipindah kepada Broker yang Ditetapkan atau pembekal perkhidmatan pelan saham yang mungkin dipilih oleh Syarikat pada masa depan, yang membantu Syarikat dengan melaksanakan, mentadbir dan menguruskan Pelan. Anda memahami bahawa penerima-penerima Datamungkin berada di Amerika Syarikat atau di tempat lain, dan bahawa negara penerima (e.g. Amerika Syarikat) mungkin mempunyai undang-undang privasi data dan perlindungan yang berbeza daripada negara anda. Anda fahami bahawa jika anda berada di luar Amerika Syarikat atau di tempat lain, anda boleh meminta senarai nama dan alamat mana-mana penerima-penerima Data dengan menghubungi Pusat Perkhidmatan Pekerja tol percuma di 1-800-88-6567, atau sebagai alternative di 001-646-254-3480 atau dengan membuat apa-apa permintaan untuk senarai tersebut melalui e-mel kepada [_____].

Anda memberi kuasa kepada Syarikat, Broker Yang Ditetapkan dan mana-mana penerima lain yang mungkin membantu Syarikat (pada masa kini atau masa depan) untuk melaksanakan, mentadbir dan menguruskan Pelan untuk menerima, memiliki, menggunakan, mengekalkan dan memindahkan Data, dalam bentuk elektronik atau lain-lain, dengan tujuan untuk melaksanakan, mentadbir dan menguruskan penyertaan anda dalam Pelan, termasuklah mana-mana pemindahan Data yang diperlukan kepada broker, ejen eskrow atau pihak ketiga lain dengan siapa apa-apa syer dalam Saham Biasa yang diterima atas pemberian hak Opsyen anda mungkin didepositkan. Anda fahami bahawa Data akan dipegang hanya untuk tempoh yang diperlukan untuk melaksanakan, mentadbir dan menguruskan penyertaan anda dalam Pelan. Anda fahami jika anda berada di luar Amerika Syarikat, anda boleh, pada bila-bila masa, melihat Data, meminta informasi tambahan mengenai penyimpanan dan pemprosesan Data, meminta bahawa pindaan-pindaan yang diperlukan dilaksanakan ke atas Data atau menolak atau menarik balik persetujuan dalam ini, dalam mana-mana kes, tanpa kos, dengan menghubungi secara bertulis wakil sumber manusia tempatan anda di Motorola Solutions Malaysia Sdn Bhd, PLOT 2, Bayan Lepas, Technoplex Industrial Park, MK 12 SWD, 11900, Pulau Pinang, Malaysia atau dengan menulis secara e-mel di [_____]. Selanjutnya, anda memahami bahawa anda memberikan persetujuan di sini secara sukarela. Jika anda tidak bersetuju, atau jika anda kemudian membatalkan persetujuan anda, status pekerjaan atau perkidmatan dan kerjaya anda dengan Majikan tidak akan terjejas; satunya akibat jika anda tidak bersetuju atau menarik balik persetujuannya adalah bahawa Syarikat tidak akan dapat menganugerahkan Opsyen-opsyen atau anugerah ekuiti lain kepada anda atau mentadbir atau mengekalkan anugerah tersebut. Oleh itu, anda fahami bahawa keengganan atau penarikan balik persetujuan anda boleh menjejaskan kelayakan anda untuk mengambil bahagian dalam Pelan. Untuk maklumat lanjut mengenai akibat keengganan anda untuk memberikan keizinan atau penarikan balik keizinan,anda fahami bahawa anda boleh menghubungi wakil sumber manusia tempatan anda atau Pusat Perkhidmatan Pekerja atau

menulis secara e-mel kepada     [_____].

NOTIFICATIONS

Director Notification Obligation. If you are a director of a Subsidiary in Malaysia, you are subject to certain notification requirements under the Malaysian Companies Act. Among these requirements is an obligation to notify such Malaysian Subsidiary in writing when you receive or dispose of an interest (e.g., Options or shares of Common Stock) in the Company or any related company. Such notifications must be made within 14 days of receiving or disposing of any interest in the Company or any related company.

MEXICO

TERMS AND CONDITIONS

Plan Document Acknowledgement. By accepting the Options, you acknowledge that you have received a copy of the Plan and the Agreement, including this Appendix, which you have reviewed. You acknowledge further that you accept all the provisions of the Plan and the Agreement, including this Appendix. You also acknowledge that you have read and specifically and expressly approve the terms and conditions set forth in Section 8 of the Award Document (Nature of Grant), which clearly provides as follows:

(1)    Your participation in the Plan does not constitute an acquired right;

(2)    The Plan and your participation in it are offered by the Company on a wholly discretionary basis;

(3)    Your participation in the Plan is voluntary; and

(4)    None of the Company, the Employer or any Subsidiary is responsible for any decrease in the value of any shares of Common Stock acquired upon exercise of the Options.

Labor Law Policy and Acknowledgment. This provision supplements Section 8 of the Award Document (Nature of Grant):

By accepting the Options, you expressly recognize that the Company, with its principal operating offices at 500 W. Monroe Street, Chicago, Illinois 60661 U.S.A., is solely responsible for the administration of the Plan and that your participation in the Plan and acquisition of shares of Common Stock under the Plan do not constitute 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 a Mexican legal entity that employs you and to which you are subordinated (i.e., the Employer). Based on the foregoing, you expressly recognize that the Plan and the benefits that you may derive from participating in the Plan do not establish any rights between you and the Employer and do not form part of the employment conditions and/or benefits provided by the Employer and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of your employment.

You further understand that your participation in the Plan is as a result of a unilateral and discretionary decision of the Company; therefore, the Company reserves the absolute right to amend and/or discontinue your participation in the Plan at any time without any liability to you.

Finally, you hereby declare that you do not reserve any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and you therefore grant a full and broad release to the Company, and its Subsidiaries, affiliates, branches, representation offices, shareholders, trustees, directors, officers, employees, agents, or legal representatives with respect to any such claim that may arise.

Reconocimiento de Documento. Al aceptar la Opción, Usted reconoce que ha recibido una copia del Plan, incluyendo este Apéndice por país, mismos que Usted ha revisado. Usted reconoce, además, que acepta todas las disposiciones del Plan, el Convenio, incluyendo este Addendum. Usted también reconoce que ha leído y que específicamente aprueba de forma expresa los términos y condiciones establecidos en la Sección 8 del documento denominado “Naturaleza del Otorgamiento”, que claramente dispone lo siguiente:

(1)    Su participación en el Plan no constituye un derecho adquirido;

(2)    El Plan y su participación en el mismo, se ofrecen por la Compañía de manera totalmente discrecional;

(3)    Su participación en el Plan es voluntaria; y

(4)    Ninguna de las empresas subsidiarias de la Compañía ni el Patrón del Participante son responsables de ninguna disminución en el valor de las Acciones adquiridas al momento de tener el derecho respecto a las Unidades de Acciones Restringidas.

Política Laboral y Reconocimiento. Esta disposición suplementa la Sección 8 del Documento denominado (naturaleza del Otorgamiento):

Al aceptar las Opciones, Usted expresamente reconoce que la Compañía, con domicilio de operaciones ubicado en 500 W. Monroe Street, Chicago, Illinois 60661 U.S.A., es el único responsable de la administración del Plan y que su participación en el Plan y la adquisición de Acciones no constituyen una relación de trabajo entre Usted y la Compañía, ya que Usted participa en el Plan de una manera totalmente comercial y su único Patrón es una empresa Mexicana a quien se encuentra subordinado. Derivado de lo anterior, Usted expresamente reconoce que el Plan y los beneficios que le pudieran derivar de la participación en el dicho Plan no establecen derecho alguno entre Usted y su patrón y no forman parte de las condiciones de trabajo y/o las prestaciones otorgadas por el Patrón y que cualquier modificación al Plan o su terminación no constituye un cambio o menoscabo de los términos y condiciones de su relación de trabajo.

Asimismo, Usted reconoce que su participación en el Plan es resultado de una decisión unilateral y discrecional de la Compañía; por lo tanto, la Compañía se reserva el derecho absoluto de modificar y/o discontinuar su participación en cualquier momento y sin responsabilidad alguna frente a Usted.

Finalmente, Usted por este medio declara que no se reserva derecho o acción alguna en contra de la Compañía por cualquier compensación o daños y perjuicios en relación con cualquier disposición del Plan o de los beneficios derivados del Plan y, por lo tanto, Usted otorga el más amplio finiquito que en derecho proceda a favor de la Compañía, y sus afiliadas, sucursales, oficinas de representación, accionistas, fiduciarios, directores, funcionarios, empleados, agentes o representantes legales en relación con cualquier demanda o reclamación que pudiera surgir.

NOTIFICATIONS

Securities Law Information. The Options and any shares of Common Stock acquired under the Plan have not been registered with the National Register of Securities maintained by the Mexican National Banking and Securities Commission and cannot be offered or sold publicly in Mexico. In addition, the Plan, the Agreement and any other document relating to the Options may not be publicly distributed in Mexico. These materials are addressed to you because of your existing relationship with the Company and its Subsidiaries, and these materials should not be reproduced or copied in any form. The offer contained in these materials does not constitute a public offering of securities, but rather constitutes a private placement of securities addressed specifically to individuals who are present employees of the Company or its Subsidiaries made in accordance with the provisions of the Mexican Securities Market Law, and any rights under such offering shall not be assigned or transferred.

NETHERLANDS

There are no country-specific provisions.

NORWAY

NOTIFICATIONS

Foreign Asset/Account Reporting Information. Norwegian residents may be subject to foreign asset reporting as part of their ordinary tax return. Norwegian banks, financial institutions, limited companies etc. must report certain information to the Tax Administration. Such information may then be pre-completed in a Norwegian resident’s tax return. However, if the resident has traded, or is the owner of, financial instruments (e.g., shares of Common Stock) not pre-completed in the tax return, the Norwegian resident must enter this information in Form RF-1159, which is an appendix to the tax return. You should consult with your personal advisor(s) regarding any personal foreign asset/foreign account tax obligations you may have in connection with your participation in the Plan.

OMAN

NOTIFICATIONS

Securities Law Information. The offer is addressed only to eligible employees. The Plan, Agreement and any related documents do not constitute the marketing or offering of securities in Oman and consequently have not been registered or approved by the Central Bank of Oman, the Omani Ministry of Commerce and Industry, the Omani Capital Market Authority or any other authority in the Sultanate of Oman.

PAKISTAN

TERMS AND CONDITIONS

Method of Exercising. Due to local legal restrictions, you will be required to pay the Exercise Price by means of a cashless “sell all” method of exercise through the Designated Broker, such that all shares of Common Stock subject to the exercised Options will be sold immediately upon exercise (i.e. a “same day sale”) and the sales proceeds, less the Exercise Price, any applicable Tax-Related Items and broker’s fees or commissions, will be remitted to you in accordance with your instructions to the Designated Broker. The Company reserves the right to provide you with additional methods of exercise depending on the development of local law.

NOTIFICATIONS

Exchange Control Information. Pakistani residents are required to immediately repatriate to Pakistan the proceeds from the sale of shares of Common Stock as described above. The proceeds must be converted into local currency and the receipt of proceeds must be reported to the State Bank of Pakistan (the “SBP”) by filing a “Proceeds Realization Certificate” issued by the bank converting the proceeds with the SBP. The repatriated amounts cannot be credited to a foreign currency account. Pakistani residents are advised to consult with their personal advisor prior to exercise of the Options to ensure compliance with the applicable exchange control regulations in Pakistan, as such regulations are subject to frequent change. Pakistani residents are responsible for ensuring compliance with all exchange control laws in Pakistan.

PERU

TERMS AND CONDITIONS

Labor Law Acknowledgement. By accepting the offer of Options, you acknowledge that the Options are being granted ex gratia with the purpose of rewarding you.

NOTIFICATIONS

Securities Law Information. The offer of the Options is considered a private offering in Peru; therefore, it is not subject to registration. For more information concerning the offer, please refer to the Plan, the Agreement, and any other materials or documentation made available by the Company. For more information regarding the Company, please refer to the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are filed with the U.S. Securities and Exchange Commission and are available at www.sec.gov, as well as the Company’s “Investor Relations” website at [_____].

POLAND

NOTIFICATIONS

Foreign Asset / Account Reporting Information. Polish residents holding cash and foreign securities (e.g., shares of Common Stock) and/or maintaining bank or brokerage accounts abroad must report information to the National Bank of Poland on transactions and balances of the securities and cash deposited in such accounts if the value of such securities and cash (when combined with all other assets possessed abroad) exceeds cetain thresholds. If required, the reports must be filed on a quarterly basis on special forms that are available on the website of the National Bank of Poland. Polish residents should consult with their personal tax advisor to determine their personal reporting obligations.

Exchange Control Information. If a Polish resident transfers funds in excess of €15,000 (or PLN 15,000 if such transfer of funds is connected with the business activity of an entrepreneur) into or out of Poland, the funds must be transferred via a Polish bank account or financial institution. Polish residents are required to retain the documents connected with a foreign exchange transaction for a period of five years, as measured from the end of the year in which such transaction occurred.

PORTUGAL

TERMS AND CONDITIONS

English Language Consent. You hereby expressly declare that you have full knowledge of the English language and have read, understood and fully accept and agree with the terms and conditions established in the Plan and the Agreement.

Consentimento de Lingua Inglesa. O signatário pelo presente expressamente declara que tem pleno conhecimento da língua Inglesa e que leu, compreendeu e totalmente aceitou e concordou com os termos e condições estabelecidas no Plano e no Acordo.

NOTIFICATIONS

Exchange Control Information. If you are a resident of Portugal and you acquire shares of Common Stock under the Plan, you may be required to file a report with the Portuguese Central Bank for statistical purposes (unless you arrange to have the shares of Common Stock deposited with a Portuguese financial intermediary, in which case the intermediary will file the report for you).

QATAR

There are no country-specific provisions.

REPUBLIC OF KOREA

NOTIFICATIONS

Exchange Control Information. In the event that you remit funds out of Korea in connection with the exercise of the Options, such remittance of funds must be “confirmed” by a foreign exchange bank in Korea. In order to receive the confirmation, you will likely be required to submit documents evidencing the nature of remittance to the bank handling the remittance in Korea together with the confirmation application, including a copy of the Agreement, the Plan, your certificate of employment with the Employer and any other information requested by the bank. No bank confirmation is necessary if no funds are remitted out of Korea in connection with the exercise of the Option (e.g., if pay the Exercise Price using funds already outside of Korea or a cashless method of exercise).

Foreign Asset / Account Reporting Information. Korean residents must declare all foreign financial accounts (e.g., non-Korean bank accounts, brokerage accounts, etc.) to the Korean tax authority and file a report with respect to such accounts if the value of such accounts exceeds KRW 500 million (or an equivalent amount in foreign currency) on any month-end date during a calendar year. Korean residents should consult with their personal tax advisor to determine their personal reporting obligations.

ROMANIA

TERMS AND CONDITIONS

Language Consent. By accepting the Options, you acknowledge that you are proficient in reading and understanding English, and have read and acknowledge that you fully understand the terms of the documents related to the grant (i.e., the Agreement and the Plan), which were provided in the English language. You accept the terms of these documents accordingly.

Consimtamant cu privire la limba. Prin acceptarea acordarii, confirmati ca aveti un nivel adecvat de cunoastere in ce priveste cititirea si intelegerea limbii engleze, si ati citit si confirmati ca ati inteles pe deplin termenii documentelor referitoare la acordare (Acordul si Planul), care au fost furnizate in limba engleza. Acceptati termenii acestor documente in consecinta.

NOTIFICATIONS

Exchange Control Information. You are generally not required to seek authorization from the National Bank of Romania to participate in the Plan or to open and operate a foreign bank account to receive any proceeds under the Plan. However, if you acquire 10% or more of the registered capital of a non-resident company, you must file a report with the National Bank of Romania (“NBR”) within 30 days from the date such ownership is reached. This is a statutory requirement, but it does not trigger the payment of fees to NBR.

You may be required to provide the Romanian bank to which you transfer any proceeds under the Plan with appropriate documentation regarding the source of income.

SINGAPORE

TERMS AND CONDITIONS

Sale Restriction. You agree that any shares of Common Stock acquired pursuant to the Options will not be offered for sale in Singapore prior to the six-month anniversary of the grant date, unless such sale or offer is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”), or pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA, or pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA.

NOTIFICATIONS

Securities Law Information. The grant of the Options is being made pursuant to the “Qualifying Person” exemption” under section 273(1)(f) of the SFA under which it is exempt from the prospectus and registration requirements and is not made with a view to the underlying shares of Common Stock being subsequently offered for sale to any other party. The Plan has not been and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore.

Director Notification Requirement. The directors of a Singapore Subsidiary are subject to certain notification requirements under the Singapore Companies Act. The directors must notify the Singapore Subsidiary in writing of an interest (e.g., Options, shares of Common Stock, etc.) in the Company or any related company within two business days of (i) its acquisition or disposal, (ii) any change in a previously-disclosed interest (e.g., upon vesting of the Options or when shares of Common Stock acquired under the Plan are subsequently sold), or (iii) becoming a director. You understand that if you are the Chief Executive Officer (“CEO”) of a Singapore Subsidiary and the above notification requirements are determined to apply to the CEO of a Singapore Subsidiary, the above notification requirements also may apply to you.

SOUTH AFRICA

TERMS AND CONDITIONS

Method of Exercising. Due to local legal restrictions, you will be required to pay the Exercise Price by means of a cashless “sell all” method of exercise through the Designated Broker, such that all shares of Common Stock subject to the exercised Options will be sold immediately upon exercise (i.e. a “same day sale”) and the sales proceeds, less the Exercise Price, any applicable Tax-Related Items and broker’s fees or commissions, will be remitted to you in accordance with your instructions to the Designated Broker. The Company reserves the right to provide you with additional methods of exercise depending on the development of local law.

Tax-Related Items. The following provision supplements Section 7 of the Award Document (Tax-Related Items):

Upon exercise of the Options, may be required to immediately notify the Employer of the amount any gain you realize as a result of such exercise. You may be liable for a fine if you fail to complete this notification. You will be solely responsible for paying any difference between the actual Tax-Related Items and the amount withheld by the Employer.

NOTIFICATIONS

Securities Law Information. In compliance with South African securities laws, the documents listed below are available on the following Company websites:

i.a copy of the Company's most recent annual report (i.e., Form 10-K) ) is available on the “Investor Relations” website at [_____]; and

ii.a copy of the Plan Prospectus is available on the “Stock Programs website” at [_____].

A copy of the above documents will be sent to you free of charge on written request to Global Rewards Equity Administration, Motorola Solutions, Inc., 500 W. Monroe Street, Chicago, Illinois 60661 U.S.A. In addition, you

should contact your tax advisor for specific information concerning your personal tax situation with regard to Plan participation.

Exchange Control Information. The Options may be subject to exchange control regulations in South Africa. In particular, if you are a South African resident for exchange control purposes, you are required to obtain approval from the South African Reserve Bank for payments (including payment of proceeds from the sale of shares of Common Stock) that you receive into accounts based outside of South Africa (e.g., a U.S. brokerage account established with the Designated Broker). Because exchange control regulations are subject to change, South African residents should consult with their personal advisor to ensure compliance with current regulations.

SPAIN

TERMS AND CONDITIONS

Nature of Grant. The following provision supplements Section 8 of the Award Document (Nature of Grant):

By accepting 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 discretionally decided to grant options under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. This 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 of its Subsidiaries other than as expressly set forth in the Plan and the Award Document. Consequently, you understand that the Options are granted on the assumption and condition that the Options and any shares of Common Stock issued upon exercise of the Options are not a part of any employment contract (either with the Company or any Subsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever.

Further, you understand and agree that, unless otherwise expressly provided for by the Company or set forth in the Award Document, the Options will be cancelled without entitlement to any shares of Common Stock if your employment is terminated for any reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Company, in its sole discretion, shall determine the date when your employment has terminated for purposes of the Options.

In addition, you understand that this grant would not be made to you 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.

NOTIFICATIONS

Securities Law Information. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with the Options. The Agreement has not been, nor will it be, registered with the Comisión Nacional del Mercado de Valores, and does not constitute a public offering prospectus.

Foreign Asset / Account Reporting Information. To the extent that Spanish residents hold rights or assets (e.g., shares of Common Stock, cash, etc.) in a bank or brokerage account outside of Spain with a value in excess of €50,000 per type of right or asset as of December 31 each year, such residents are required to report information on such rights and assets on their tax return for such year. Shares of Common Stock constitute securities for purposes of this requirement, but the Options (whether vested or unvested) are not considered assets or rights for purposes of this requirement.

If applicable, Spanish residents must report the assets or rights on Form 720 by no later than March 31 following the end of the relevant year. After such assets or rights are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported assets or rights increases by more than €20,000. Failure to comply with this reporting requirement may result in penalties to the Spanish residents.

Spanish residents are also required to electronically declare to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the securities held in such accounts, if the value of the transactions for all such accounts during the prior tax year or the balances in such accounts as of December 31 of the prior tax year exceeds €1,000,000. More frequent reporting is required if such transaction value or account balance exceeds €1,000,000.

Spanish residents should consult with their personal tax and legal advisors to ensure compliance with their personal reporting obligations.

Exchange Control Information. In the event that you hold 10% or more of the share capital or voting rights of the Company or such other amount that would entitle you to join the Board of Directors of the Company, you must declare such holding to the Spanish Dirección General de Comercio Internacional e Inversiones (the “DGCI”), the Bureau for Commerce and Investments, which is a department of the Ministry of Industry, Trade and Tourism. Such declaration should be done by filing a Form D-6 each January while the shares of Common Stock are owned. In addition, the acquisition and sale when you hold 10% or more of the share capital or voting rights of the Company must also be declared on Form D-6 filed with the Spanish Registro de Inversiones within one month from the acquisition or sale.

SWEDEN

TERMS AND CONDITIONS

Tax-Related Items. This provision supplements Section 7 of the Award Document (Tax-Related Items):

Without limiting the Company’s and the Employer’s authority to satisfy their withholding obligations for Tax-Related Items as set forth in Section 7 of the Award Document, in accepting the grant of Options, you authorize the Company and/or the Employer to withhold shares of Common Stock or to sell shares of Common Stock otherwise deliverable to you upon vesting/settlement to satisfy Tax-Related Items, regardless of whether the Company and/or the Employer has an obligation to withhold such Tax-Related Items.

SWITZERLAND

NOTIFICATIONS

Securities Law Information. Neither this document nor any other materials relating to the grant of Options

(i) constitute a prospectus according to articles 35 et seq. of the Swiss Federal Act on Financial Services (“FinSA”) (ii) may be publicly distributed or otherwise made publicly available in Switzerland to any person other than an employee of the Company or (iii) has been or will be filed with, approved or supervised by any Swiss reviewing body according to article 51 FinSA or any Swiss regulatory authority, including the Swiss Financial Market Supervisory Authority (“FINMA”).

TAIWAN

TERMS AND CONDITIONS

Data Privacy. The following provision supplements the Section 10 of this Agreement (Consent to Transfer Personal Data):

You acknowledge that you have read and understood the terms regarding collection, processing and transfer of Data contained in Section 10 of this Agreement and agree that by participating in the Plan you agree to such terms. In this regard, upon request of the Company or the Employer, you agree to provide any executed data privacy consent form to the Employer or the Company (or any other agreements or consents that may be required by the Employer or the Company) that the Company and/or the Employer may deem necessary to obtain under the data privacy laws in your country, either now or in the future. You understand you will not be able to participate in the Plan if you fail to execute any such consent or agreement.

NOTIFICATIONS

Securities Law Information. The offer of participation in the Plan is available only for employees of the Company and its Subsidiaries. The offer of participation in the Plan is not a public offer of securities by a Taiwanese company.

Exchange Control Information. Taiwanese residents may acquire and remit foreign currency (including proceeds from the sale of shares of Common Stock) up to US$5,000,000 per year without justification. If the transaction amount is TWD500,000 or more in a single transaction, the resident must submit a Foreign Exchange Transaction Form and provide supporting documentation to the satisfaction of the remitting bank.

If the transaction amount is US$500,000 or more, you may be required to provide additional supporting documentation to the satisfaction of the remitting bank. Please consult your personal advisor to ensure compliance with applicable exchange control laws in Taiwan.

THAILAND

NOTIFICATIONS

Exchange Control Information. Thai residents who remit funds out of Thailand in order to exercise the Options must remit such funds through a commercial bank in Thailand.

Further, if Thai residents realize US$1,000,000 or more in a single transaction from the sale of shares of Common Stock or the payment of dividends, such residents are required to repatriate the cash proceeds to Thailand immediately following the receipt of such proceeds and to then either convert such repatriated proceeds into Thai Baht or deposit the proceeds into a foreign currency account opened with any commercial bank in Thailand within 360 days of repatriation. Further, for repatriated amounts of US$1,000,000 or more, Thai residents must specifically report the inward remittance to the Bank of Thailand on a Foreign Exchange Transaction Form. Thai residents are personally responsible for complying with exchange control restrictions in Thailand.

TÜRKIYE

NOTIFICATIONS

Securities Law Information. Residents of Türkiye are not permitted to sell shares of Common Stock acquired under the Plan in Türkiye. The shares of Common Stock are currently traded on the New York Stock Exchange, which is located outside of Türkiye, under the ticker symbol “MSI” and the shares of Common Stock may be sold through this exchange.

Financial Intermediary Information. In certain circumstances, residents of Türkiye are permitted to sell shares of Common Stock traded on a non-Türkiye stock exchange only through a financial intermediary licensed in Türkiye. Therefore, residents of Türkiye may be required to appoint a Türkiye broker to assist with the sale of the shares of Common Stock acquired under the Plan. Residents of Türkiye should consult their personal legal advisor before selling any shares of Common Stock acquired under the Plan to confirm the applicability of this requirement.

UKRAINE

TERMS AND CONDITIONS

Method of Exercising. Due to local legal restrictions, you will be required to pay the Exercise Price by means of a cashless “sell all” method of exercise through the Designated Broker, such that all shares of Common Stock subject to the exercised Options will be sold immediately upon exercise (i.e. a “same day sale”) and the sales proceeds, less the Exercise Price, any applicable Tax-Related Items and broker’s fees or commissions, will be remitted to you in accordance with your instructions to the Designated Broker. The Company reserves the right to provide you with additional methods of exercise depending on the development of local law.

NOTIFICATIONS

Exchange Control Information. You understand that you are responsible for complying with the applicable exchange control regulations in Ukraine. As the exchange control regulations in Ukraine may change without notice, you should consult a legal advisor prior to opening any account outside of Ukraine and in connection with the vesting of your Options and the sale of any shares of Common Stock acquired at exercise to ensure your compliance with the regulations.

UNITED ARAB EMIRATES

NOTIFICATIONS

Securities Law Information. The offer of the Options is available only for select employees of the Company and its Subsidiaries and is in the nature of providing employees incentives in the United Arab Emirates. The Plan and the Agreement are intended for distribution only to such employees and must not be delivered to, or relied on by any other person. Prospective purchasers of securities should conduct their own due diligence.

The Emirates Securities and Commodities Authority has no responsibility for reviewing or verifying any documents in connection with this statement, including the Plan and the Agreement, or any other incidental communication materials distributed in connection with the Options. Further, neither the Ministry of Economy nor the Dubai Department of Economic Development has approved this statement nor taken steps to verify the information set out in it, and has no responsibility for it. Residents of the United Arab Emirates who have any questions regarding the contents of the Plan and the Agreement should obtain independent professional advice.

UNITED KINGDOM

TERMS AND CONDITIONS

Tax-Related Items. This provision supplements Section 7 of the Award Document (Tax-Related Items):

Without limitation to Section 7 of the Award Document, you agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by HM Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also agree to indemnify and keep indemnified the Company and (if different) the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC on your behalf (or any other tax authority or any other relevant authority).

Notwithstanding the foregoing, if you are a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), you understand that you may not be able to indemnify the Company for the amount of any Tax-Related Items not collected from or paid by you, if the indemnification could be considered to be a loan. In this case, the Tax-Related Items not collected or paid may constitute a benefit to you on which additional income tax and National Insurance Contributions (“NICs”) may be payable. You understand that you will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company and/or the Employer (as appropriate) the amount of any NICs due on this additional benefit, which may also be recovered from you by any of the means referred to in Section 7 of the Award Document.

EXHIBIT A

EMPLOYER STATEMENT

Pursuant to Section 3(1) of the Danish Act on Stock Options in employment relations as amended effective as of 1 January 2019 (the “Stock Option Act”), you are entitled to receive the following information regarding the Motorola Solutions, Inc. (the “Company”) stock option program in a separate written statement.

This statement contains only the information required to be mentioned under the Stock Option Act while the other terms and conditions of your stock option grant (“Options”) are described in detail in the Motorola Solutions Omnibus Incentive Plan of 2015 (the “Plan”) and the Award Document for the Motorola Solutions Omnibus Incentive Plan of 2015 Terms and Conditions Related to Employee Nonqualified Stock Options including any country-specific appendix (collectively, the “Agreement”), which have been given to you. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan or Agreement.

1.    Date of grant of unfunded right to receive shares of common stock upon satisfying certain conditions

The grant date of your Options is the date that the Board of Directors of the Company or a committee thereof (the “Committee”) approved a grant for you and determined it would be effective.

2.    Terms or conditions for grant of a right to future award of common stock

The grant of Options will be at the sole discretion of the Board or the appropriate Committee. Employees of the Company and its subsidiaries are eligible to participate in the Plan. The Company may decide, in its sole discretion, not to make any grants of Options to you in the future. Under the terms of the Plan and the Agreement, you have no entitlement or claim to receive future Options or other equity awards.

3.    Vesting Date or Period

Generally, your Options will vest over the course of a period of time, as provided in the Agreement. Your vested Options are exercisable any time after vesting and before the option is terminated or expires, which is stated in the Agreement.

4.    Exercise Price

During the exercise period, the Options can be exercised to purchase shares of the Company’s common stock at a price determined by the Board or Committee and set forth in the Agreement.

5.    Your rights upon termination of employment

The treatment of your Options upon termination of your continuous service will be determined in accordance with the termination provisions in the Agreement. Unless otherwise described in this Section 5 or the Agreement, upon termination of your service, all of your unvested Options will be cancelled and forfeited to the Company. 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 in the Agreement. However, special vesting and exercise provisions apply and are described in Section 3 of the Agreement in the event of your termination due to Serious Misconduct, death, Total and Permanent Disability, a Change in Control, and Divestiture.

6.    Financial aspects of participating in the Plan

The grant of Options has no immediate financial consequences for you. The value of the Options is not taken into account when calculating holiday allowances, pension contributions or other statutory consideration calculated on the basis of salary. Shares of common stock are financial instruments and investing in common stock will always have financial risk. The value of the common stock will not only be dependent on the Company’s financial development, but also on the general development of the stock market. The future value of the Company’s common stock is unknown, indeterminate and cannot be predicted with certainty.

Motorola Solutions, Inc.

ARBEJDSGIVERERKLÆRING

I henhold til § 3, stk. 1, i lov om brug af køberet eller tegningsret mv. i ansættelsesforhold som ændret med virkning fra 1. januar 2019 ("Aktieoptionsloven") er du berettiget til i en særskilt skriftlig erklæring at modtage følgende oplysninger om den for Motorola Solutions Inc. ("Selskabet") gældende aktieoptionsordning.

Denne erklæring indeholder kun de oplysninger, der kræves i henhold til Aktieoptionsloven, hvorimod de øvrige vilkår og betingelser for din tildeling af aktieoptioner ("Optioner") er nærmere beskrevet i Motorola Solutions Omnibus Incentive Plan of 2015 ("Ordningen") og i Award Document for the Motorola Solutions Omnibus Incentive Plan of 2015 Terms and Conditions Related to Employee Nonqualified Stock Options, inklusive eventuelle landetillæg (samlet "Aftalen"), som du har fået udleveret. Begreber, der står med stort begyndelsesbogstav i denne arbejdsgivererklæring, men som ikke er defineret heri, har den betydning, der er defineret i Ordningen eller Aftalen.

1.    Tidspunkt for tildeling af den vederlagsfri ret til at modtage ordinære aktier mod opfyldelse af visse betingelser

Tidspunktet for tildelingen af dine Optioner er den dato, hvor Selskabets Bestyrelse eller et bestyrelsesudvalg ("Udvalget") har godkendt tildelingen til dig og fastslået, at den er gyldig.

2.    Vilkår og betingelser for tildeling af en ret til fremover at modtage ordinære aktier

Tildelingen af Optioner sker efter Bestyrelsens eller det relevante Udvalgs eget skøn. Medarbejdere i Selskabet og i dets datterselskaber kan deltage i Ordningen. Selskabet kan efter eget skøn vælge ikke at tildele dig nogen Optioner i fremtiden. I henhold til Ordningens og Aftalens bestemmelser har du ikke hverken ret til eller krav på fremover at modtage Optioner eller andre aktiebaserede tildelinger.

3.    Modningstidspunkt eller -periode

Dine Optioner modnes som udgangspunkt over en bestemt periode som anført i Aftalen. Dine modnede Optioner kan udnyttes på et hvilket som helst tidspunkt efter modningstidspunktet, men inden de bortfalder eller udløber som anført i Aftalen.

4.    Udnyttelseskurs

I udnyttelsesperioden kan Optionerne udnyttes til køb af ordinære aktier i Selskabet til en af Bestyrelsen eller Udvalget fastsat kurs, der fremgår af Aftalen.

5.    Din retsstilling ved fratræden

I tilfælde af ophør af din fortsatte ansættelse vil dine Optioner blive behandlet i overensstemmelse med ophørsbestemmelserne i Aftalen. Medmindre andet følger af dette pkt. 5 eller af Aftalen, vil alle ikke-modnede Optioner ved din fratræden bortfalde og blive tilbageført til Selskabet. Alle dine modnede, men endnu ikke udnyttede Optioner udløber enten (i) halvfems (90) dage efter din fratræden eller, hvis den i Aftalen anførte Udløbsdato indtræffer tidligere, da (ii) på den i Aftalen anførte Udløbsdato. I Aftalens pkt. 3 er dog anført en række særlige bestemmelser om modning og udøvelse, som vil være gældende, hvis dit ansættelsesforhold ophører som følge af Alvorlig Forseelse, død, Fuldstændig og Permanent Uarbejdsdygtighed, Kontrolskifte eller Frasalg.

6.    Økonomiske aspekter ved deltagelse i Ordningen

Tildelingen af Optioner har ingen umiddelbare økonomiske konsekvenser for dig. Værdien af Optionerne indgår ikke i beregningen af feriepenge, pensionsbidrag eller andre lovpligtige, vederlagsafhængige ydelser.

Ordinære aktier er finansielle instrumenter, og investering i ordinære aktier vil altid være forbundet med en økonomisk risiko. Værdien af de ordinære aktier afhænger ikke alene af Selskabets økonomiske udvikling, men også af den generelle udvikling på aktiemarkedet. Den fremtidige værdi af Selskabets ordinære aktier kendes ikke og kan ikke forudsiges med sikkerhed.

Motorola Solutions, Inc.

34

Document

Exhibit 10.6

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STOCK OPTION CONSIDERATION AGREEMENT

GRANT DATE: <<GRANT_DATE>>

The following Agreement is established to protect the trade secrets, intellectual property, confidential information, customer relationships and goodwill of Motorola Solutions, Inc. and each of its subsidiaries (the "Company") both as defined in the Motorola Solutions Amended and Restated Omnibus Incentive Plan of 2015, as may be amended (the "Amended 2015 Plan").

As consideration for the stock option(s) granted to me on the date shown above under the terms of the Amended 2015 Plan (“the Covered Options”), and Motorola Solutions having provided me with Confidential Information as a Motorola Solutions appointed vice president or elected officer, I agree to the following:

(1)    I agree that during the course of my employment and (a) at any time thereafter, I will not use or disclose, except on behalf of the Company and pursuant to its directions, any trade secrets of the Company, and (b) for fifteen (15) years following my termination of employment with the Company, I will not use or disclose, except on behalf of the Company and pursuant to its directions, any Confidential Information. Without limiting the generality of the foregoing, Confidential Information means information concerning the Company and its business that is not generally known outside the Company. Confidential Information includes: (i) intellectual property; (ii) the Company’s methods of operation and Company processes; (iii) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (iv) information on customers or potential customers, including customer’s names, sales records, prices, and other terms of sales and Company cost information; (v) Company personnel data; (vi) Company business plans, marketing plans, financial data and projections; (vii) information received in confidence by the Company from third parties; and (viii) any other information concerning the Company and its business not generally known outside the Company that could reasonably be expected to prove deleterious to the Company if disclosed to competitors or other 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.

(2)    I agree that during my employment and for a period of one (1) 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 (1) year following termination of my employment for any reason, I will not, directly or indirectly, in any capacity, for Participant’s new or prospective employer, or any other person, company, or entity, accept employment involving or otherwise engage in any activity or activities which are competitive with or similar to any activity or activities in which I engaged at any time during the two (2) years preceding termination of my employment in connection with any products, services, projects or technological developments (existing or planned) on which I worked or about which I learned Confidential Information at any time during the two (2) years preceding termination of my employment. This paragraph applies in any countries in which I have physically been present performing work for the Company or its subsidiary at any time during the two (2) years preceding termination of my employment.

(4)    I agree that during my employment and for a period of one (1) year following termination of my employment for any reason, I will not, directly or indirectly, in any capacity, 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 (2) years prior to termination of employment with the Company.

(5)    I agree that during my employment and for a period of one (1) 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 two (2) years prior to termination of my employment with the Company.

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(6)    I agree that during my employment and for a period of one (1) year following termination of my employment for any reason, I will not, directly or indirectly, in a similar capacity in which I provided services to the Company during my employment, accept employment with, render services to and/or act as an agent, associate, independent contractor, consultant, manager, member or partner of any person, company, or entity that competes with the Company in connection with any products, services, projects or technological developments (existing or planned) on which I worked or about which I learned Confidential Information at any time during the one (1) year preceding termination of my employment.

(7)    If I am an officer subject to Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) on the day of this grant, or I become an officer subject to Section 10D of the Exchange Act, 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, including as it may be amended to comply with Section 10D of the Exchange Act, the “Recoupment Policy”). The Recoupment Policy provides that, in the event of certain accounting restatements (a “Policy Restatement”), the Company’s independent directors may require, among other things, as applicable, (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 to the Company at law, in equity or under contract, or otherwise required by law, including under Section 10D of the Exchange Act.

(8)     I agree that by accepting the Covered Options, if I violate the terms of any of paragraphs 1 through and including 6 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 (1) year prior to the termination of my employment for any reason or any time 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 Document 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 Solutions, 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 (1) year following the termination of my employment for any reason, I will immediately inform the Company of (a) the identity of my new employer (or the nature of any start-up business, consulting arrangements or self-employment), (b) my new title, and (c) my job duties and responsibilities. I agree that I will advise my new or prospective employer of the restrictions set forth in this Agreement before I accept employment with such employer. 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 recognize and acknowledge that the Company is engaged in a continuous program of research and development and that the business in which the Company is engaged is intensely competitive. I acknowledge and agree that the restrictions set forth herein are reasonable with respect to scope, duration, and geography, and are properly required for the protection of the legitimate business interests of the Company.

I acknowledge and agree that my compliance with this Agreement is necessary to protect the Company’s goodwill, Confidential Information and other protectable interests, that my failure to comply with this Agreement, including without limitation the breach or anticipated breach of paragraphs 1, 2, 3, 4, 5 and/or 6 of this Agreement, will irreparably harm the business of the Company, and that monetary damages would not provide an adequate remedy to the Company in the event of such non-compliance.

Therefore, I acknowledge and agree that the Company shall be entitled to obtain an injunction and other equitable relief in any court of competent jurisdiction against a breach by me of this Agreement, without the posting of bond or other security, 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 without limitation injunctive relief or 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. In the event that the Company successfully enforces this Agreement against me in any court, I agree to indemnify the Company for the actual costs incurred by the Company in enforcing this Agreement, including but not limited to attorneys' fees.

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I expressly agree that the Company may take such actions as are necessary or appropriate to effectuate the foregoing provisions in this Agreement (as applicable to me) or applicable law without further consent or action being required by me. For purposes of the foregoing and as a condition to this grant, I expressly and explicitly authorize the Company to issue instructions, on my behalf, to the Designated Broker (as defined below) (or any other stock plan service provider engaged by the Company to administer awards granted under the Amended 2015 Plan) to re-convey, transfer or otherwise return such shares of Company common stock and/or other amounts to the Company. “Designated Broker” means E*TRADE Financial Services LLC or such other stock plan service provider as may be selected by the Company in the future for purposes of assisting the Company with the implementation, administration and management of the Amended 2015 Plan.

I acknowledge that I am hereby advised in writing to consult with an attorney before entering into the restrictions outlined in this Agreement. I acknowledge that prior to acceptance of this Agreement, I have been advised by the Company of my right to seek independent advice from an attorney of my own selection regarding this Agreement, including the restraints imposed upon me pursuant to paragraphs 1-11 above. I acknowledge that I have entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. I further represent that in entering into this Agreement, I am not relying on any statements or representations made by any of the Company’s directors, officers, employees or agents which are not expressly set forth herein, and that I am relying only upon my own judgment and any advice provided by the my attorney. I acknowledge that I have been provided at minimum 14 calendar days to review the provisions contained herein.

(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 Amended 2015 Plan, and any Award Document issued pursuant thereto. I am familiar with the Amended 2015 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 Amended 2015 Plan, and any Award Document issued pursuant thereto, together constitute an agreement between the Company and me. I further agree that this Agreement is governed by the laws of Illinois, without giving effect to any state’s principles of conflicts of laws, and any legal action related to this Agreement shall be brought only in a federal or state court located in Illinois, USA, and I hereby waive any defense or objection related to improper or inconvenient forum, venue or jurisdiction.

Notwithstanding the foregoing, the Company does not intend for anything in this Stock Option Consideration Agreement to limit, prevent, impede or interfere with your non-waivable right, without prior notice to the Company, to provide information to the government, participate in investigations, testify in proceedings regarding the Company or any of its subsidiaries’ past or future conduct, engage in any activities protected under whistleblower statutes, or to receive and fully retain a monetary award from a government-administered whistleblower award program for providing information directly to a government agency (and for purpose of clarity, you are not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act). You do not need prior authorization from the Company to make any such reports or disclosures and are not required to notify the Company that you have made such reports or disclosures.

In addition, and notwithstanding the foregoing, the U.S. Defend Trade Secrets Act of 2016 (“DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (x) files any document containing the trade secret under seal and (y) does not disclose the trade secret, except pursuant to court order

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Document

Exhibit 10.7

PERFORMANCE STOCK UNIT AWARD AGREEMENT

This Performance Stock Unit Award (“Award”) is awarded by Motorola Solutions, Inc. (the “Company” or “Motorola Solutions”) to:

“Date of Grant” “Grantee”
%%OPTION_DATE,'Month DD, YYYY'%-% %%FIRST_NAME_MIDDLE_NAME_LAST_NAME%-%

WHEREAS, Grantee is receiving the Award (as a type of Restricted Stock Unit) under Section 8 of the Motorola Solutions Amended and Restated Omnibus Incentive Plan of 2015, as may be amended (the “Omnibus Plan”); and

WHEREAS, the Award is being made by the Compensation and Leadership Committee (the “Compensation Committee”) of the Board of Directors of the Company as provided in the Motorola Solutions Long Range Incentive Plan, as Amended and Restated February 11, 2021 (the “LRIP”).

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the Company hereby awards Performance Stock Units to you on the following terms and conditions:

1.Award of Performance Stock Units. The Company hereby grants to Grantee a target number of %%SHARES_PERIOD1,'999,999,999'%-% Motorola Solutions Performance Stock Units (the “PSUs”) subject to the terms and conditions set forth below and subject to adjustment as provided in the LRIP and the Omnibus Plan, which provides an opportunity to earn up to a maximum number of shares of Motorola Solutions Common Stock (“Common Stock”) equal to 250% of such target number. No PSU shall be paid unless earned in accordance with this agreement. All PSUs that become earned pursuant to this agreement shall be paid in whole shares of Common Stock; no fractional shares shall be credited or delivered to you. The PSUs are granted pursuant to the Omnibus Plan and are subject to all of the terms and conditions of the Omnibus Plan, and shall only be subject to the LRIP as specifically referenced in this Award.

2.Restrictions. The PSUs are being awarded to you subject to the transfer and forfeiture conditions set forth below (the “Restrictions”). In its sole discretion, the Compensation Committee or its delegee 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 Compensation Committee (or its delegee):

a.No Assignment. You may not directly or indirectly, in any capacity, by operation of law or otherwise, voluntarily or involuntarily, sell, assign, pledge, encumber, charge or otherwise transfer any of the PSUs still subject to Restrictions. The PSUs shall be forfeited if you violate or attempt to violate this transfer restriction.

b.Restricted Conduct. As consideration for the PSUs granted above under the terms of this Award and in acknowledgement of Motorola Solutions having provided you with confidential and proprietary information as a Motorola Solutions vice president or elected officer, you agree that you will comply with the restrictions set forth in subparagraphs (i) through (vi) below. If you violate or attempt to violate any of the restrictions described in subparagraphs (i) through (vi) below for any reason, you acknowledge and agree that the Company would suffer irreparable harm, will have no adequate remedy at law and shall be entitled to injunctive relief. You also acknowledge and agree that in addition to all remedies in law and/or equity available to the Company or any Subsidiary (as defined in the LRIP), including without limitation injunctive relief or the recovery of liquidated damages, you shall forfeit all PSUs (whether or not earned) and shall immediately pay to the Company, with respect to previously earned PSUs, an amount equal to (x) the per share Fair Market Value (as defined in Section 29 below) of the Common Stock on the date on which the

Restrictions lapsed with respect to the applicable earned PSUs times (y) the number of shares underlying such previously-earned PSUs, without regard to any Tax-Related Items (as defined in Section 9) that may have been deducted from such amount. For purposes of subparagraphs (i) through (vi) below, “Company” or “Motorola Solutions” shall mean Motorola Solutions, Inc. and/or any of its Subsidiaries.

(i)Confidential Information. During the course of your employment with the Company or any Subsidiary and (A) at any time thereafter, you agree that you will not use or disclose, except on behalf of the Company and pursuant to the Company’s directions, any trade secrets of the Company, and (B) for fifteen years following the termination of your employment with the Company or any Subsidiary, you agree that you will not use or disclose, except on behalf of the Company and pursuant to the Company’s directions, any Confidential Information (as defined in Section 29 below);

(ii)Solicitation of Employees. During your employment and for a period of one year following the termination of your employment for any reason, you agree that 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 who possesses Confidential Information of the Company to terminate his/her employment with the Company and/or to seek employment with your new or prospective employer, or any other company;

(iii)Solicitation of Customers. During your employment and for a period of one year following the termination of your employment for any reason, you agree that you will not, directly or indirectly, in any capacity, on behalf of yourself 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 you had direct or indirect contact regarding those products or services or about which you learned Confidential Information at any time during the two years prior to your termination of employment with the Company;

(iv)Non-Competition regarding Products or Services. During your employment and for a period of one year following the termination of your employment for any reason, you agree that you 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 you had direct or indirect contact regarding those products or services or about which customer you learned Confidential Information at any time during the two years prior to your termination of employment with the Company;

(v)Non-Competition regarding Activities. During your employment and for a period of one year following the termination of your employment for any reason, you agree that you will not, directly or indirectly, in any capacity, for your new or prospective employer, or any other person, company, or entity, accept employment involving or otherwise engage in any activity or activities competitive with or similar to any activity or activities in which you engaged at any time during the two years preceding termination of your employment with the Company in connection with any products, services, projects or technological developments (existing or planned) on which you worked or about which you learned Confidential Information at any time during the one year preceding termination of your employment; provided that this sub-paragraph (v) applies in any countries in which you have physically been present performing work for the Company at any time during the two years preceding termination of your employment; and

(vi)Non-Competition regarding Other Companies. During your employment and for a period of one year following the termination of your employment for any reason, you agree that you will not, directly or indirectly, in a similar capacity in which you provided services to the Company, accept employment with, render services to and/or act as an agent, associate, independent contractor, consultant, manager, member or partner of any person, company, or entity that competes with the Company in connection with any products, services, projects or technological developments (existing or planned) on which you worked or about which you learned Confidential Information at any time during the one year preceding termination of your employment.

c.    Recoupment Policy. If you are an officer subject to Section 16, or become subject to Section 10D, of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) the PSUs 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, including as it may be amended to comply with Section 10D of the Exchange Act, the “Recoupment Policy”). The Recoupment Policy provides that, in the event of certain accounting restatements (a “Policy Restatement”), the Company’s independent directors may require, among other things (i) cancellation of any of the PSUs that remain outstanding; and/or (ii) reimbursement of any gains in respect of the PSUs, 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 you. The Recoupment Policy is in addition to any other remedies which may be otherwise available to the Company at law, in equity or under contract, or otherwise required by law, including under Section 10D of the Exchange Act.

You expressly agree that the Company may take such actions as are necessary or appropriate to effectuate the foregoing (as applicable to you) or applicable law without further consent or action being required by you. For purposes of the foregoing and as a condition to the grant, you expressly and explicitly authorize the Company to issue instructions, on your behalf, to the Designated Broker (as defined in Section 29 below) (or any other stock plan service provider engaged by the Company to administer awards granted under the Omnibus Plan) to re-convey, transfer or otherwise return such shares of Common Stock and/or other amounts to the Company.

You are hereby advised in writing to consult with an attorney before entering into the restrictions outlined in this Section 2. You acknowledge that prior to acceptance of this agreement, you have been advised by the Company of your right to seek independent advice from an attorney of your own selection regarding this agreement, including the restraints imposed upon you pursuant to this Section 2. You acknowledge that you have entered into this agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this agreement after being given the opportunity to consult with counsel. You further represent that in entering into this agreement, you are not relying on any statements or representations made by any of the Company’s directors, officers, employees or agents which are not expressly set forth herein, and that you are relying only upon your own judgment and any advice provided by your attorney. You acknowledge that you have been provided at minimum 14 calendar days to review the provisions contained herein.

Notwithstanding the foregoing, nothing in this Section 2 is intended to or shall limit, prevent, impede or interfere with your non-waivable right, without prior notice to the Company, to provide information to the government, participate in investigations, testify in proceedings regarding the Company or any Subsidiary’s past or future conduct, engage in any activities protected under whistleblower statutes, or to receive and fully retain a monetary award from a government-administered whistleblower award program for providing information directly to a government agency (and for purpose of clarity, you are not prohibited from providing information voluntarily to the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 21F of the Exchange Act). You do not need prior authorization from the Company to make any such reports or disclosures and are not required to notify the Company that you have made such reports or disclosures.

In addition, and notwithstanding the foregoing, the U.S. Defend Trade Secrets Act of 2016 (“DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal

or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (x) files any document containing the trade secret under seal and (y) does not disclose the trade secret, except pursuant to court order.

3.Earning. Subject to the remaining terms and conditions of this Award, and provided the PSUs have not been forfeited as described in Section 2 above, the PSUs will be earned as follows:

a.Performance Period. The PSUs will be earned and payable, if at all, based on the Company’s performance from [_______], 20[__] until [_______], 20[__] (the “Performance Period”) to the extent provided in the following schedule, to be determined following the Compensation Committee’s certification of the achievement of the applicable performance criteria set forth in Appendix A (such date, the “Performance Certification Date”), which certification shall occur in no event later than March 15 of the year following the end of the Performance Period for which the PSUs may be earned:

(A)<br>PSUs Eligible to be Earned (B)<br>Payout Factor (C)<br>Number of PSUs Earned
100% of Target PSU Award See Appendix A for Payout Factors Target PSU Award (Column A) times Payout Factor (Column B)

Any PSUs that fail to be earned pursuant to Section 3(a) shall be forfeited, subject to the special provisions set forth in Sections 3(b) and (c). Any unearned PSUs shall be automatically forfeited upon your termination of employment with Motorola Solutions prior to the last day of the Performance Period for any reason other than as specifically set forth in Sections 3(b) and (c) below. The Company will not be obligated to pay you any consideration whatsoever for forfeited PSUs. For the avoidance of doubt, you must remain employed on the last day of the Performance Period in order to earn any PSUs pursuant to this Award, except as explicitly set forth in this Award; provided, however, that if you take a Leave of Absence (as defined in the LRIP) from Motorola Solutions or a Subsidiary, such period shall constitute continued employment for purposes of this Award; provided, further, that, in such circumstances, the total number of PSUs that may become earned and payable to you shall be pro-rated in accordance with the terms and conditions set forth in the LRIP.

b.Total and Permanent Disability or Death. Upon the occurrence of your termination of employment with Motorola Solutions and its Subsidiaries due to Total and Permanent Disability (as defined in the LRIP) or death, in each case prior to the last day of the Performance Period, the target number of PSUs for the Performance Period shall become fully earned, assuming achievement of the applicable performance criteria at the target performance level, such that if the Award becomes earned pursuant to this Section 3(b), the Payout Factor shall be deemed to equal 1 (one).

c.Certain Terminations of Employment. Upon the occurrence of your termination of employment with Motorola Solutions and its Subsidiaries due to (i) a Divestiture (as defined in the LRIP) that occurs during the final calendar year of the Performance Period, (ii) your termination of employment by Motorola Solutions or a Subsidiary for reasons other than for Serious Misconduct (as defined in the LRIP) during the final calendar year of the Performance Period, or (iii) Retirement (as defined in the LRIP) prior to the last day of the Performance Period, and if the PSUs have not been forfeited as described in Section 2 above, then a number of PSUs for the Performance Period shall remain subject to performance through the end of the Performance Period and shall become earned based upon actual achievement of the applicable performance criteria set forth in Appendix A for the Performance Period on a pro rata basis in an amount equal to (A) the number of PSUs under

this Award that become earned based on actual performance as described in this Section 3(c), multiplied by (B) a fraction, the numerator of which is the number of completed full months of service by you from the beginning of the Performance Period to your date of termination and the denominator of which is the number of months in the Performance Period.

4.Payment and Settlement of Earned PSUs.

a.General. Upon the earning of the PSUs described in Section 3 above, the Company shall, at its election, either: (i) establish a brokerage account for you and credit to that account the number of shares of Common Stock of the Company equal to the number of PSUs that have been earned; or (ii) deliver to you a certificate representing a number of shares of Common Stock equal to the number of PSUs that have been earned. Such earned PSUs shall be paid and settled as soon as practicable following the Performance Certification Date, but in no event later than March 15 of the year following the end of the Performance Period for which the PSUs were earned.

b.Total and Permanent Disability or Death. Upon the occurrence of your termination of employment with Motorola Solutions and its Subsidiaries due to Total and Permanent Disability or death prior to the last day of the Performance Period (as described in Section 3(b) above), the PSUs that become earned pursuant to Section 3(b) shall be settled within 30 days of your termination of employment due to your Total and Permanent Disability or death.

c.Certain Terminations of Employment. Upon the occurrence of your termination of employment with Motorola Solutions and its Subsidiaries due to (i) a Divestiture (as defined in the LRIP) that occurs during the final calendar year of the Performance Period, (ii) your termination of employment by Motorola Solutions or a Subsidiary for reasons other than for Serious Misconduct (as defined in the LRIP) during the final calendar year of the Performance Period, or (iii) Retirement (as defined in the LRIP) prior to the last day of the Performance Period (each as described in Section 3(c) above), the PSUs that become earned PSUs in accordance with Section 3(c) will be payable as soon as practicable following the Performance Certification Date, based on the applicable performance criteria set forth in Appendix A, but in no event later than March 15 of the year following the end of the Performance Period for which the PSUs were earned; provided, however, that in the event that any of the events described in clauses (i), (ii), or (iii) above occurs prior to the end of the Performance Period and a Change in Control subsequently occurs after such event but prior to the end of the Performance Period, the PSUs that become earned PSUs in accordance with Section 3(c) shall be paid within 30 days of the consummation of such Change in Control.

5.Change in Control.

a.Notwithstanding anything in Sections 3 and 4 of this Award to the contrary, if a Change in Control of the Company occurs prior to the end of the Performance Period, and the successor corporation (or parent thereof) does not assume this Award or replace it with an economically equivalent award, then the target number of PSUs for the Performance Period during which such Change in Control occurs shall become fully earned, assuming achievement of the applicable performance criteria at the target performance level; provided, however that, with respect to any Award that is assumed or replaced, such assumed or replaced Award shall (i) no longer be subject to any performance condition, which shall be deemed satisfied at the target performance level for such assumed or replaced Award (i.e., the Payout Factor shall be deemed to equal one (1)), and (ii) be subject only to a time-based vesting period substantially equivalent to the applicable remaining Performance Period for such award; provided, further, that replacement awards shall be subject to accelerated vesting upon the occurrence of any of the following within 24 months following such Change in Control (or such lesser period as may remain in the Performance Period) (each a “Qualifying Termination”): (A) if you are involuntarily terminated for a reason other than Cause, (B) if you resign for Good Reason, or (C) you are eligible or become eligible for Retirement. For purposes of this paragraph, the terms “Change in Control,” “Cause,” and

“Good Reason” are defined in the Omnibus Plan. In the event that your employment is terminated for any reason prior to satisfying the time-based vesting condition, other than pursuant to a Qualifying Termination, the Award shall immediately and automatically be forfeited.

b.Upon the occurrence of a Change in Control prior to the end of the Performance Period, all PSUs that become earned pursuant to Section 5(a) above by reason of the failure of the successor corporation (or parent thereof) in the Change in Control to assume this Award or replace it with an economically equivalent award shall be settled within 30 days of the consummation of the Change in Control.

c.Upon the occurrence of a Change in Control prior to the end of the Performance Period and the subsequent assumption or replacement of this Award with an economically equivalent award by the successor corporation (or parent thereof) in the Change in Control, the settlement of any such assumed or replacement award that becomes payable to you on account of your Qualifying Termination shall be settled within 30 days following such Qualifying Termination; provided, however that in the event that you are eligible or become eligible for Retirement prior to a Qualifying Termination, such award will be settled no later than March 15 of the calendar year following later of (x) the calendar year in which the Change in Control occurs, or (y) the calendar year in which you are eligible or become eligible for Retirement.

6.Whole Shares. All earned PSUs shall be paid in whole shares of Common Stock; no fractional shares shall be credited or delivered to you.

7.Adjustments. The PSUs shall be subject to adjustment as provided in Section 15 of the Omnibus Plan.

8.Dividends. No dividends (or dividend equivalents) shall be paid with respect to unearned PSUs credited to your account.

9.Tax-Related Items.

a.Responsibility for Taxes. By accepting the Award, you acknowledge and agree that:

i.regardless of any action taken by the Company or, if different, your employer (the “Employer”), you shall be ultimately responsible for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the LRIP and the Omnibus Plan and legally applicable to you or legally imposed on the Company or the Employer as a result of your participation in the LRIP and the Omnibus Plan and deemed by the Company or the Employer to be an appropriate charge to you (“Tax-Related Items”);

ii.your liability for Tax-Related Items may exceed the amount, if any, actually withheld by the Company or the Employer;

iii.the Company and/or the Employer make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting, earning, or settlement of the PSUs, and the subsequent sale of shares of Common Stock acquired pursuant to such settlement, if any;

iv.the Company and/or the Employer do not commit to and are under no obligation to structure the terms of the grant of the Award or any aspect of the Award to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result; and

v.if you are subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as

applicable, 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.

b.    Withholding Taxes. In connection with any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, 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 shares of Common Stock otherwise deliverable to you in connection with settlement and payment of the PSUs; or

ii.withholding from proceeds of the sale of shares of Common Stock acquired upon settlement and payment of the PSUs, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization).

Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering statutory or other withholding rates, including minimum and maximum rates applicable in the relevant jurisdiction(s). In the event of over-withholding, you may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Common Stock), or if not refunded, you may seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or Employer. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, you are deemed to have been issued the full number of shares of Common Stock subject to the earned PSUs, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the shares of Common Stock, or the proceeds of the sale of such shares, if you fail to comply with your obligations in connection with the Tax-Related Items.

c.    Withholding Taxes for Section 16 Officers. Notwithstanding Section 9(b) above, if you are considered an officer for purposes of Section 16 of the Exchange Act, you may elect to satisfy your obligations for Tax-Related Items by one of the withholding methods set forth in Section 9(b)(i) - (ii) above, unless otherwise set forth in any applicable International Appendix for your country. In the absence of such an election, the Company and/or the Employer will satisfy the obligations with regard to all Tax-Related Items by withholding in shares of Common Stock otherwise deliverable in connection with the applicable earned PSUs, as set forth in Section 9(b)(i), unless the use of such withholding method is problematic under applicable tax or securities laws, or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items will be satisfied by the methods set forth in Section 9(b)(ii) above.

10.Voting and Other Rights.

a.You shall have no rights as a stockholder of the Company in respect of the PSUs, 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 PSUs.

b.The grant of PSUs does not confer upon you 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 your employment at any time.

11.Funding. No assets or shares of Common Stock shall be segregated or earmarked by the Company in respect of any PSUs awarded hereunder. The grant of PSUs hereunder shall not constitute a trust and shall be solely for the purpose of recording an unsecured contractual obligation of the Company.

12.Nature of Award. By accepting the Award, you acknowledge, understand and agree that:

a.the Omnibus Plan and LRIP are established voluntarily by the Company, they are discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the LRIP and the Omnibus Plan;

b.the grant of PSUs is exceptional, voluntary, non-recurrent and occasional and does not create any contractual or other right to receive future grants of PSUs, or benefits in lieu of PSUs, even if PSUs have been granted in the past;

c.all decisions with respect to future grants of PSUs or other awards, if any, will be at the sole discretion of the Company;

d.the Award and your participation in the LRIP and the Omnibus Plan shall not create or amend an employment or service contract with the Company, the Employer or any Subsidiary, and shall not interfere with the ability of the Company, the Employer or any Subsidiary, as applicable, to terminate your employment relationship (if any) at any time;

e.you are voluntarily participating in the LRIP and the Omnibus Plan;

f.the PSUs and the shares of Common Stock subject to the PSUs are not intended to replace any pension rights or compensation;

g.the PSUs and the shares of Common Stock subject to the PSUs and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, leave-related pay, pension or retirement benefits or payments, welfare benefits or any similar mandatory payments;

h.the future value of the shares of Common Stock underlying the PSUs is unknown, indeterminable and cannot be predicted with certainty;

i.except as otherwise provided in this agreement, in the Omnibus Plan or the LRIP, or by the Company in its discretion, the PSUs and the benefits evidenced by the Agreement do not create any entitlement to have the PSUs or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Common Stock of the Company;

j.unless otherwise agreed with the company in writing, the PSUs and the shares of Common Stock subject to the PSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of any Subsidiary;

k.the PSUs and the shares of Common Stock subject to the PSUs are not part of normal or expected compensation or salary for any purpose;

l.none of the Company, the Employer or any Subsidiary shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value of the PSUs or of any amounts due to you pursuant to the settlement of the PSUs or the subsequent sale of any shares of Common Stock acquired upon settlement of the PSUs; and

m.no claim or entitlement to compensation or damages shall arise from forfeiture of the PSUs resulting from the termination of your employment (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any).

13.Acknowledgements. With respect to the PSUs, 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 20 below to be unenforceable, in whole or in part, the remainder of this agreement shall nevertheless be enforceable and binding on the parties. You hereby 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, by accepting any Award under this agreement, you affirmatively state that you have not, will not and cannot, rely on any representations not expressly made herein.

14.Motorola Solutions Assignment Rights. Motorola Solutions 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 Solutions.

15.Waiver. The failure of the Company to enforce at any time any provision of this agreement 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 Compensation Committee may delegate its authority to administer this agreement consistent with applicable law. The actions and determinations of the Compensation Committee or its delegate shall be binding upon the parties.

17.Agreement Following Termination of Employment.

a.You agree that upon termination of employment with Motorola Solutions or a Subsidiary, you will immediately inform Motorola Solutions of (i) the identity of any new employer (or the nature of any start-up business or self-employment), (ii) your new title, and (iii) your job duties and responsibilities.

b.You hereby authorize Motorola Solutions or a Subsidiary to provide a copy of this agreement to your new employer. You further agree to provide information to Motorola Solutions or a Subsidiary as may from time to time be requested in order to determine your compliance with the terms hereof.

18.Consent to Transfer Personal Data.

a.By accepting the Award, you hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in the Agreement and any other Award grant materials (“Data”) by and among, as applicable, the Employer, the Company and any Subsidiary for the exclusive purpose of implementing, administering and managing your participation in the LRIP and the Omnibus Plan. You understand that Data may include certain personal data about you, including, but not limited to, your name, home address, email address and telephone number, date of birth, social insurance number, passport number or other identification number, salary, nationality, job title, any shares of Common Stock or directorships held in the Company, details of all PSUs or any other entitlement to shares of Common Stock awarded, canceled, purchased, exercised, vested, unvested or outstanding in your favor, for the exclusive purpose of implementing, administering and managing the LRIP and the Omnibus Plan. The Company collects Data directly from you or from other sources such as the Designated Broker.

b.You understand that Data will be transferred to the Designated Broker (as defined in Section 29), which is assisting the Company with the implementation, administration and management of the Omnibus Plan. Motorola Solutions and/or its Subsidiaries will transfer Data among themselves as necessary for the exclusive purpose of implementation, administration and management of your participation in the Omnibus Plan, and Motorola Solutions and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Solutions in the implementation, administration and management of the Omnibus Plan. Data also may also be shared with the Company’s information technology and human resources service providers, with its legal and professional advisors and with governmental authorities, including taxation authorities. You understand that the recipients of Data may be located in the United States or elsewhere, and that a recipient’s country of operation (e.g., the United States) may have different data privacy laws and protections than

your country of residence. You understand that if you reside outside the United States or in the state of California, you may request a list with the names and addresses of any recipients of Data by contacting your human resources representative.

c.You authorize the Company, the Designated Broker and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the LRIP and the Omnibus Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Omnibus Plan. The Company has entered into written contracts with its third party service providers to process your Data pursuant to the Company’s instructions. The Company does not sell your Data. It also does not share your Data with other recipients other than as stated in this agreement.

d.You understand that Data will be held only as long as is necessary and in accordance with applicable law to implement, administer and manage your participation in the LRIP and the Omnibus Plan. You understand if you reside outside the United States or in the state of California, you may, at any time, view or access Data, request additional information about the storage and processing of Data, request any necessary amendments or corrections to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your human resources representative. You understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to withdraw your consent, your employment status with the Employer will not be affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to make grants of PSUs or other awards to you, or administer or maintain such awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the LRIP and the Omnibus Plan. The Company does not discriminate against you for exercising your rights with respect to your Data. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your human resources representative.

e.If you work or reside in the European Union or European Economic Area (including the United Kingdom) and Switzerland, you acknowledge that you have read the Terms and Conditions appearing in the International Appendix to this Award Agreement (if applicable) for Countries within the European Union and European Economic Area (including the United Kingdom) and Switzerland related to the European General Data Protection Regulation.

f.If you work or reside in the state of California, you acknowledge that you have read the Motorola Solutions U.S. Personnel Privacy Notice available on the Motorola Solutions website at [_____].

19.Remedies for Breach. You hereby acknowledge that the harm caused to the Company by the breach or anticipated breach of Section 2(b) above will be irreparable and further agree the Company may obtain injunctive relief against you 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 you and the Company for the protection of the Company’s Confidential Information (as defined in Section 29) or law, including the recovery of liquidated damages. You agree 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 you. 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 and Choice of Venue. All questions concerning the construction, validity and interpretation of this Award and agreement shall 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.

21.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 LRIP or the Omnibus Plan, or your acquisition or sale of the underlying shares of Common Stock. You acknowledge and agree that you should consult with your own personal tax, legal and financial advisors regarding your participation in the LRIP and the Omnibus Plan before taking any action related to the Omnibus Plan.

22.Compliance with Law. Notwithstanding any other provision of the LRIP, the Omnibus Plan, or this agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the shares of Common Stock, the Company shall not be required to deliver any shares of Common Stock issuable upon earning or settlement of the PSUs prior to the completion of any registration or qualification of the Common Stock under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the SEC or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. You understand that the Company is under no obligation to register or qualify the Common Stock with the SEC or any state or foreign securities commission, or to seek approval or clearance from any governmental authority for the issuance or sale of the shares of Common Stock. Further, you agree that the Company shall have unilateral authority to amend the LRIP, the Omnibus Plan, and the Agreement without your consent to the extent necessary to comply with securities or other laws applicable to issuance of shares of Common Stock.

23.Insider Trading Restrictions/Market Abuse Laws.  You acknowledge that, depending on your country of residence or the Designated Broker’s country or country where the Common Stock is listed, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to accept, acquire, sell, attempt to sell or otherwise dispose of Common Stock, rights to Common Stock (e.g., PSUs) or rights linked to the value of Common Stock during such times as you are considered to have “inside information” regarding the Company (as defined by or determined under the laws in the applicable jurisdiction). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before possessing inside information. Furthermore, you could be prohibited from (a) disclosing the inside information to any third party, which may include your fellow employees (other than on a “need to know” basis) and (b) “tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You are responsible for ensuring compliance with any applicable restrictions and should consult your personal legal advisor on this matter.

24.Language. You acknowledge that you are sufficiently proficient in English or have consulted with an advisor who is sufficiently proficient in English to understand the terms and conditions of the Agreement. Furthermore, if you have received the Agreement or any other document related to the Award and/or the Omnibus Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

25.Exchange Control, Tax and/or Foreign Asset/Account Reporting. You acknowledge that there may be exchange control, tax, foreign asset and/or account reporting requirements which may affect your ability to acquire or hold shares of Common Stock acquired under the Omnibus Plan or cash received from participating in the LRIP or the Omnibus Plan (including from any dividends paid on shares of Common Stock acquired under the Omnibus Plan) in a brokerage/bank account or legal entity outside your country. You may be required to report such accounts, assets, the balances therein, the value thereof and/or the transactions related thereto to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the LRIP or the Omnibus Plan to your country through a designated bank or broker within a certain time after receipt. In addition, you agree to take any and all actions, and consent to any and all actions taken by the Company or the Employer as may be required to allow the Company or the Employer to comply with local laws, rules and regulations in your country of residence (and country of employment, if different). Finally, you agree to take any and all actions as may be required to comply with your personal legal and tax obligations under local laws, rules and regulations in your country of residence (and country of employment, if different).

26.Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the LRIP and the Omnibus Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the LRIP and the Omnibus Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

27.International Appendix. Notwithstanding any provision of this agreement, the Award shall be subject to any terms and conditions set forth in the International Appendix to this agreement for your country, if applicable. Moreover, if you relocate to one of the countries included in such International Appendix, the terms and conditions for such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The International Appendix, if applicable, constitutes part of this agreement.

28.Imposition of Other Requirements. The Company reserves the right to impose other requirements on your participation in the LRIP and the Omnibus Plan, on the PSUs and on any shares of Common Stock acquired under the Omnibus Plan (or the proceeds from the sale of such shares), to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

29.Definitions. Any capitalized terms used herein that are not otherwise defined below or elsewhere in this agreement shall have the same meaning provided under the LRIP and the Omnibus Plan.

a.“Confidential Information” means information concerning the Company and its business that is not generally known outside the Company, and includes (i) intellectual property; (ii) the Company’s methods of operation and Company processes; (iii) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (iv) information on customers or potential customers, including customers’ names, sales records, prices, and other terms of sales and Company cost information; (v) Company personnel data; (vi) Company business plans, marketing plans, financial data and projections; and (vii) 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.

b.“Designated Broker” means E*TRADE Financial Services LLC or such other stock plan service provider as may be selected by the Company in the future for purposes of assisting the Company with the implementation, administration and management of the Omnibus Plan.

c.“Fair Market Value” shall be the closing price for a share of Common Stock on the date on which any PSUs earned pursuant to this Award are paid in accordance with Section 4 above (such date, the “Payment Date”), as reported for the New York Stock Exchange Composite Index in the Wall Street Journal at www.wsj.com. In the event the New York Stock Exchange is not open for trading on the Payment 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 Payment Date.

30.409A Compliance Applicable to Grantees Only if Subject to U.S. Tax. Notwithstanding any provision in this Award to the contrary, if you are a “specified employee” (certain officers of Motorola Solutions within the meaning of Treasury Regulation Section 1.409A-1(i) and using the identification methodology selected by Motorola Solutions from time to time) on the date of your 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 you are 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 your termination of employment, will instead be paid or delivered on the earlier of (a) the first day of

the seventh month following the date of your termination of employment and (b) your death. For purposes of determining the time of payment or delivery of any payment you are entitled to receive upon termination of employment, the determination of whether you have experienced a termination of employment will be determined by Motorola Solutions in a manner consistent with the definition of “separation from service” under the default rules of Section 409A of the Code.

31.Acceptance of Terms and Conditions. By electronically accepting the Award within 30 days after the date of the electronic mail notification by the Company to you of the grant of the Award (“Email Notification Date”), you agree to be bound by the terms and conditions, the Omnibus Plan, the LRIP, and any and all rules and regulations established by Motorola Solutions in connection with awards issued under the LRIP and/or the Omnibus Plan. If you do not electronically accept the Award within 30 days of the Email Notification Date, you will not be entitled to the PSUs.

32.Plan Documents. The Omnibus Plan and the Prospectus for the Omnibus Plan are available on the Motorola Solutions website at [_____] and the LRIP is available at [_____]. You may also contact PeopleConnect at [_____]. Alternatively, write to Global Rewards Equity Administration, Motorola Solutions, Inc., 500 W. Monroe Street, Chicago, Illinois 60661 U.S.A. to request documents.

APPENDIX A

Relative TSR Payout Scale*
MSI 3-Year TSR Percentile Rank Payout Factor**
90th – 100th Percentile 250%
80th – 89.99th Percentile 200%
70th – 79.99th Percentile 175%
60th – 69.99th Percentile 150%
55th – 59.99th Percentile 110%
50th – 54.99th Percentile 90%
45th – 49.99th Percentile 80%
35th – 44.99th Percentile 50%
30th – 34.99th Percentile 30%
< 30.00th Percentile 0%

*“Relative TSR” means the Company’s total stockholder return performance (i.e., (Ending Stock Price – Beginning Stock Price) divided by Beginning Stock Price) relative to the companies listed in the S&P 500 at the beginning of the Performance Period.

“Beginning Stock Price” means the daily average stock price during the three months immediately preceding the first day of Performance Period.

“Ending Stock Price” means the daily average stock price during the three months immediately preceding the last day of the Performance Period, with all dividends deemed reinvested.

**The Compensation Committee reserves the right to reduce the payout, in its discretion, if the Company’s TSR performance during the Performance Period is negative.

14

Document

Exhibit 10.8

NQ Section 16

2015 Plan

MOTOROLA SOLUTIONS, INC.

AWARD DOCUMENT

For the

Motorola Solutions Amended and Restated Omnibus Incentive Plan of 2015

Terms and Conditions Related to Employee Nonqualified Stock Options

Recipient<br><br>%%FIRST_NAME_MIDDLE_NAME_LAST_NAME%-% Date of Expiration:<br><br>%%EXPIRE_DATE_PERIOD1,'Month DD, YYYY'%-%
Commerce ID:<br><br>%%EMPLOYEE_IDENTIFIER%-% Number of Options:<br><br>%%TOTAL_SHARES_GRANTED%-%
Date of Grant:<br><br>%%OPTION_DATE,'Month DD, YYYY'%-% Exercise Price:<br><br>%%OPTION_PRICE%-%

Motorola Solutions, Inc. (“Motorola Solutions” or “the Company”) is pleased to grant you options to purchase shares of Motorola Solutions common stock under the Motorola Solutions Amended and Restated Omnibus Incentive Plan of 2015, as may be amended (the “Plan”). The number of options (“Options”) awarded to you and the Exercise Price per Option, which is the Fair Market Value (as defined below) on the Date of Grant, are stated above. Each Option entitles you to purchase one share of Motorola Solutions common stock on the terms described below in this Award Document and in the Plan.

Vesting Schedule

Vesting Date Percentage of Options that Vests
The one-year anniversary of the Date of Grant. 1/3
The two-year anniversary of the Date of Grant. 1/3
The three-year anniversary of the Date of Grant. 1/3

Vesting and Exercisability

You cannot exercise the Options until they have vested.

Regular Vesting – The Options will vest in accordance with the above schedule (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 Solutions 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 (a) the Date of Expiration as stated above or (b) 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 Solutions 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 Solutions 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: (a) all of your unvested Options will become fully vested on the date of such Change in Control and (b) 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, any agreement or other documentation providing for such assumption or replacement shall provide that the assumed or replaced options will be fully vested and exercisable until the Date of Expiration set forth above if your employment is 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 Solutions 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 Solutions or a Subsidiary, or if you remain employed by a Subsidiary that is sold (a “Divestiture”), and all conditions for vesting other than the passage of time have been met (as of the date of termination, with respect to event specific conditions such as achievement of a specific stock price), 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 Document, 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 the 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 after the application of this subparagraph shall automatically expire at that time.

Termination of Employment or Service by Motorola Solutions or a Subsidiary Other than for Serious Misconduct or a Divestiture- If Motorola Solutions or a Subsidiary on its initiative, terminates your employment or service other than for Serious Misconduct or a Divestiture, and all conditions for vesting other than the passage of time have been met (as of the date of termination, with respect to event specific conditions such as achievement of a specific stock price), 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 Document, 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 termination of your

employment 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 of your employment. 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 after the application of this subparagraph shall automatically expire at that time.

Termination of Employment or Service for any Other Reason than Described Above- If your employment or service with Motorola Solutions 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 Solutions 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 Solutions (a “Leave of Absence”), or you are placed on Temporary Layoff (as defined below) by Motorola Solutions or a Subsidiary the following will apply:

Vesting of Options- Options will continue to vest in accordance with the vesting schedule 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 the Options that are established by Motorola Solutions 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 Solutions 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 (as defined in the Plan) provides otherwise, Options are not transferable other than by will or the laws of descent and distribution.

Tax Withholding- Motorola Solutions or a Subsidiary is entitled to withhold an amount equal to the required 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 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 not generally known until such broader use is actually commercially implemented.

“Fair Market Value” is the closing price for a share of Motorola Solutions 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 Index as reported in the Wall Street Journal at www.wsj.com.

“Serious Misconduct” means any misconduct identified as a ground for termination in the Motorola Solutions Code of Business Conduct, or the human resources policies, or other written policies or procedures.

“Subsidiary” means an entity of which Motorola Solutions owns directly or indirectly at least 50% and that Motorola Solutions consolidates for financial reporting purposes.

“Total and Permanent Disability” means for (x) U.S. employees, entitlement to long-term disability benefits under the Motorola Solutions 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 Solutions 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 Solutions, its Subsidiaries and your employer hold certain personal data 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 Solutions, or details of all options or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the exclusive purpose of managing and administering the Plan (“Data”). Motorola Solutions 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 Solutions and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Solutions in the implementation, administration and management of the Plan. Data also may also be shared with the Company’s information technology and human resources service providers, with its legal and professional advisors and with governmental authorities, including taxation authorities. These recipients may be located throughout the world, including the United States. You understand that if you reside outside the United States or in the state of California, you may request a list with the names and addresses of any recipients of Data by contacting your human resources representative. The Company has entered into written contracts with its third party service providers to process your Data pursuant to the Company’s instructions. The Company does not sell your Data. The Company also does not share your Data with other recipients other than as stated in this agreement. 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 understand that Data will be held only as long as is necessary and in accordance with applicable law to implement, administer and manage you participation in the Plan. You understand if you reside outside the United States or in the state of California, you may, at any time, review Data, request any necessary amendments or corrections to it or withdraw the consents herein in writing by contacting Motorola Solutions; however, withdrawing your consent may affect your ability to participate in the Plan. The Company does not discriminate against you for exercising your rights with respect to your Data. If you work or reside in the state of California, you acknowledge that you have read the Motorola Solutions U.S. Personnel Privacy Notice available on the Motorola Solutions website at [_____].

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 Solutions 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 Solutions, 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 Options awarded herein is an extraordinary item of compensation outside the scope of your employment contract, if any.  As such, the Options are 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 Solutions or a Subsidiary who possesses Confidential Information of Motorola Solutions or a Subsidiary to terminate his/her employment with Motorola Solutions 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 or service with Motorola Solutions or a Subsidiary, and for a period of one year thereafter, you will immediately inform Motorola Solutions 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 Motorola Solutions or a Subsidiary to provide a copy of this Award Document to your new employer. You further agree to provide information to Motorola Solutions or a Subsidiary as may from time to time be requested in order to determine your compliance with the terms hereof.

You are hereby advised in writing to consult with an attorney before entering into the restrictions outlined in this section and in this agreement. You acknowledge that prior to acceptance of this agreement, you have been advised by the Company of your right to seek independent advice from an attorney of your own selection regarding this agreement, including the restraints imposed upon you pursuant to this section. You acknowledge that you have entered into this agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this agreement after being given the opportunity to consult with counsel. You further represent that in entering into this agreement, you are not relying on any statements or representations made by any of the Company’s directors, officers, employees or agents which are not expressly set forth herein, and that you are relying only upon your own judgment and any advice provided by your attorney. You acknowledge that you have been provided at minimum 14 calendar days to review the provisions contained herein.

Substitute Stock Appreciation Right

Motorola Solutions 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 the terms and conditions set forth in this agreement, the Plan, any and all rules and regulations established by Motorola Solutions in connection with awards issued under the Plan, and any additional covenants or promises Motorola Solutions may require as a condition of the grant.

Other Information about Your Options and the Plan

You can find other information about options and the Plan on the Motorola Solutions website at [_____]. If you do not have access to the website, please contact Global Rewards Equity Administration, Motorola Solutions, Inc., 500 W. Monroe Street, Chicago, Illinois 60661 U.S.A. to request Plan documents.

5

Document

Exhibit 10.9

PERFORMANCE STOCK UNIT AWARD AGREEMENT

This Performance Stock Unit Award (“Award”) is awarded by Motorola Solutions, Inc. (the “Company” or “Motorola Solutions”) to:

“Date of Grant” “Grantee”
%%OPTION_DATE,'Month DD, YYYY'%-% %%FIRST_NAME_MIDDLE_NAME_LAST_NAME%-%

WHEREAS, Grantee is receiving the Award of Performance Stock Units (as a type of Restricted Stock Unit) under Section 8 of the Motorola Solutions Amended and Restated Omnibus Incentive Plan of 2015, as may be amended (the “Omnibus Plan”); and

WHEREAS, the Award is being made by the Compensation and Leadership Committee (the “Compensation Committee”) of the Board of Directors of the Company as provided in the Motorola Solutions Long Range Incentive Plan, as Amended and Restated February 11, 2021 (the “LRIP”).

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the Company hereby awards Performance Stock Units to Grantee on the following terms and conditions:

1.Award of Performance Stock Units. The Company hereby grants to Grantee a target number of %%SHARES_PERIOD1,'999,999,999'%-% Motorola Solutions Performance Stock Units (the “PSUs”) subject to the terms and conditions set forth below and subject to adjustment as provided in the LRIP and the Omnibus Plan, which provides an opportunity to earn up to a maximum number of shares of Motorola Solutions Common Stock (“Common Stock”) equal to 250% of such target number. No PSU shall be paid unless earned in accordance with this agreement. All PSUs that become earned pursuant to this agreement shall be paid in whole shares of Common Stock; no fractional shares shall be credited or delivered to Grantee. The PSUs are granted pursuant to the Omnibus Plan and are subject to all of the terms and conditions of the Omnibus Plan, and shall only be subject to the LRIP as specifically referenced in this Award.

2.Restrictions. The PSUs are being awarded to Grantee subject to the transfer and forfeiture conditions set forth below (the “Restrictions”):

a.No Assignment. The PSUs may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

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 or any Subsidiary (as defined in the LRIP), including the recovery of liquidated damages, Grantee shall forfeit all PSUs. For purposes of subparagraphs (i) through (v) below, “Company” or “Motorola Solutions” shall mean Motorola Solutions, Inc. and/or any of its Subsidiaries.

(i)Confidential Information. During the course of Grantee’s employment with the Company or any Subsidiary and (A) at any time thereafter, Grantee uses or discloses, except on behalf of the Company and pursuant to the Company’s directions, any trade secrets of the Company, and (B) for fifteen years following the termination of Grantee’s employment with the Company or any Subsidiary, Grantee uses or discloses, except on behalf of the Company and pursuant to the Company’s directions, any Company Confidential Information (as defined in Section 20 below); and/or

(ii)Solicitation of Employees. During Grantee’s employment and for a period of one year following the termination of Grantee’s employment for any reason, 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 who possesses Confidential Information (as defined in Section 20 below) of the Company to terminate his/her employment with the Company 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 for a period of one year following the termination of Grantee’s employment for any reason, 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 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; and/or

(iv)Non-Competition regarding Products or Services. During Grantee’s employment and for a period of one year following the termination of Grantee’s employment for any reason, Grantee, 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 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 Grantee’s termination of employment with the Company; and/or

(v)Non-Competition regarding Activities. During Grantee’s employment and for a period of one year following the termination of Grantee’s employment for any reason, Grantee engages 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, 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 during the two years preceding termination of Grantee’s employment. This paragraph applies in countries in which Grantee has physically been present performing work for the Company at any time during the two years preceding termination of Grantee’s employment.

c.Recoupment Policy. The PSUs 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, including as it may be amended to comply with Section 10D of the Exchange Act (as defined in Section 9 below) (such policy, being the “Recoupment Policy”), as set forth in more detail in the LRIP.

Grantee expressly agrees that the Company may take such actions as are necessary or appropriate to effectuate the foregoing (as applicable to Grantee) or applicable law without further consent or action being required by Grantee. For purposes of the foregoing and as a condition to the grant, Grantee expressly and explicitly authorizes the Company to issue instructions, on Grantee’s behalf, to the Designated Broker (as defined below) (or any other stock plan service provider engaged by the Company to administer awards granted under the Omnibus Plan) to re-convey, transfer or otherwise return such shares of Common Stock and/or other amounts to the Company.

“Designated Broker” means E*TRADE Financial Services LLC or such other stock plan service provider as may be selected by the Company in the future for purposes of assisting the Company with the implementation, administration and management of the Omnibus Plan.

Grantee is hereby advised in writing to consult with an attorney before entering into the restrictions outlined in this Section 2. Grantee acknowledges that prior to acceptance of this Award, Grantee has been advised by the Company of Grantee’s right to seek independent advice from an attorney of Grantee’s own selection regarding this agreement, including the restraints imposed upon Grantee pursuant to this Section 2. Grantee acknowledges that Grantee has entered into this agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this agreement after being given the opportunity to consult with counsel. Grantee further represents that in entering into this agreement, Grantee is not relying on any statements or representations made by any of the Company’s directors, officers, employees or agents which are not expressly set forth herein, and that Grantee is relying only upon Grantee’s own judgment and any advice provided by Grantee’s attorney. Grantee acknowledges that Grantee has been provided at minimum 14 calendar days to review the provisions contained herein.

Notwithstanding the foregoing, nothing in this Section 2 is intended to or shall limit, prevent, impede or interfere with Grantee’s non-waivable right, without prior notice to the Company, to provide information to the government, participate in investigations, testify in proceedings regarding the Company or any Subsidiary’s past or future conduct, engage in any activities protected under whistleblower statutes, or to receive and fully retain a monetary award from a government-administered whistleblower award program for providing information directly to a government agency (and for purpose of clarity, Grantee is not prohibited from providing information voluntarily to the U.S. Securities and Exchange Commission pursuant to Section 21F of the Exchange Act). Grantee does not need prior authorization from the Company to make any such reports or disclosures and is not required to notify the Company that Grantee has made such reports or disclosures.

In addition, and notwithstanding the foregoing, the U.S. Defend Trade Secrets Act of 2016 (“DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (x) files any document containing the trade secret under seal and (y) does not disclose the trade secret, except pursuant to court order.

3.Earning. Subject to the remaining terms and conditions of this Award, and provided the PSUs have not been forfeited as described in Section 2 above, the PSUs will be earned as follows:

a.Performance Period. The PSUs will be earned and payable, if at all, based on the Company’s performance from [_________], 20[__] until [_______], 20[__] (the “Performance Period”) to the extent provided in the following schedule, to be determined following the Compensation Committee’s certification of the achievement of the applicable performance criteria set forth in Appendix A (such date, the “Performance Certification Date”), which certification shall occur in no event later than March 15 of the year following the end of the Performance Period for which the PSUs may be earned:

(A)<br><br>PSUs Eligible to be Earned (B)<br><br>Payout Factor (C)<br><br>Number of PSUs Earned
100% of Target PSU Award See Appendix A for Payout Factors Target PSU Award (Column A) times Payout Factor (Column B)

Any PSUs that fail to be earned pursuant to Section 3(a) shall be forfeited, subject to the special provisions set forth in Sections 3(b) and (c). Any unearned PSUs shall be automatically forfeited upon Grantee’s termination of employment with Motorola Solutions prior to the last day of the Performance Period for any reason other than as specifically set forth in Sections 3(b) and (c) below. The Company will not be obligated to pay Grantee any consideration whatsoever for forfeited PSUs. For the avoidance of doubt, Grantee must remain employed on the last day of the Performance Period in order to earn any PSUs pursuant to this Award, except as explicitly set forth in this Award; provided, however, that if Grantee takes a Leave of Absence (as defined in the LRIP) from Motorola Solutions or a Subsidiary, such period shall constitute continued employment for purposes of this Award; provided, further, that, in such circumstances, the total number of PSUs that may become earned and payable to Grantee shall be pro-rated in accordance with the terms and conditions set forth in the LRIP.

b.Total and Permanent Disability or Death. Upon the occurrence of Grantee’s termination of employment with Motorola Solutions and its Subsidiaries due to Total and Permanent Disability (as defined in the LRIP) or death, in each case prior to the last day of the Performance Period, the target number of PSUs for the Performance Period shall become fully earned, assuming achievement of the applicable performance criteria at the target performance level, such that if the Award becomes earned pursuant to this Section 3(b), the Payout Factor shall be deemed to equal 1 (one).

c.Certain Terminations of Employment. Upon the occurrence of Grantee’s termination of employment with Motorola Solutions and its Subsidiaries due to (i) a Divestiture (as defined in the LRIP) that occurs during the final calendar year of the Performance Period, (ii) Grantee’s termination of employment by Motorola Solutions or a Subsidiary for reasons other than for Serious Misconduct (as defined in the LRIP) during the final calendar year of the Performance Period, or (iii) Retirement (as defined in the LRIP) prior to the last day of the Performance Period, and if the PSUs have not been forfeited as described in Section 2 above, then a number of PSUs for the Performance Period shall remain subject to performance through the end of the Performance Period and shall become earned based upon actual achievement of the applicable performance criteria set forth in Appendix A for the Performance Period on a pro rata basis in an amount equal to (A) the number of PSUs under this Award that become earned based on actual performance as described in this Section 3(c), multiplied by (B) a fraction, the numerator of which is the number of completed full months of service by Grantee from the beginning of the Performance Period to Grantee’s date of termination and the denominator of which is the number of months in the Performance Period.

4.Payment and Settlement of Earned PSUs.

a.General. Upon the earning of the PSUs described in Section 3 above, the Company shall, at its election, either: (i) establish a brokerage account for Grantee and credit to that account the number of shares of Common Stock of the Company equal to the number of PSUs that have been earned; or (ii) deliver to Grantee a certificate representing a number of shares of Common Stock equal to the number of PSUs that have been earned. Such earned PSUs shall be paid and settled as soon as practicable following the Performance Certification Date, but in no event later than March 15 of the year following the end of the Performance Period for which the PSUs were earned.

b.Total and Permanent Disability or Death. Upon the occurrence of Grantee’s termination of employment with Motorola Solutions and its Subsidiaries due to Total and Permanent Disability or death prior to the last day of the Performance Period (as described in Section 3(b) above), the PSUs that become earned pursuant to Section 3(b) shall be settled within 30 days of Grantee’s termination of employment due to Grantee’s Total and Permanent Disability or death.

c.Certain Terminations of Employment. Upon the occurrence of Grantee’s termination of employment with Motorola Solutions and its Subsidiaries due to (i) a Divestiture (as defined in the LRIP) that occurs during the final calendar year of the Performance Period, (ii) Grantee’s termination of employment by Motorola Solutions or a Subsidiary for reasons other than for Serious Misconduct (as defined in the LRIP) during the final calendar year of the Performance Period, or (iii) Retirement (as defined in the LRIP) prior to the last day of the Performance Period (each as described in Section 3(c) above), the PSUs that become earned PSUs in accordance with Section 3(c) will be payable as soon as practicable following the Performance Certification Date, based on the applicable performance criteria set forth in Appendix A, but in no event later than March 15 of the year following the end of the Performance Period for which the PSUs were earned; provided, however, that in the event that any of the events described in clauses (i), (ii), or (iii) above occurs prior to the end of the Performance Period and a Change in Control subsequently occurs after such event but prior to the end of the Performance Period, the PSUs that become earned PSUs in accordance with Section 3(c) shall be paid within 30 days of the consummation of such Change in Control.

5.Change in Control.

a.Notwithstanding anything in Sections 3 and 4 of this Award to the contrary, if a Change in Control of the Company occurs prior to the end of the Performance Period, and the successor corporation (or parent thereof) does not assume this Award or replace it with an economically equivalent award, then the target number of PSUs for the Performance Period during which such Change in Control occurs shall become fully earned, assuming achievement of the applicable performance criteria at the target performance level; provided, however that, with respect to any Award that is assumed or replaced, such assumed or replaced Award shall (i) no longer be subject to any performance condition, which shall be deemed satisfied at the target performance level for such assumed or replaced Award (i.e., the Payout Factor shall be deemed to equal one (1)), and (ii) be subject only to a time-based vesting period substantially equivalent to the applicable remaining Performance Period for such award; provided, further, that replacement awards shall be subject to accelerated vesting upon the occurrence of any of the following within 24 months following such Change in Control (or such lesser period as may remain in the Performance Period) (each a “Qualifying Termination”): (A) if Grantee’s employment is involuntarily terminated for a reason other than Cause, (B) if Grantee resigns for Good Reason, or (C) Grantee is eligible or becomes eligible for Retirement. For purposes of this paragraph, the terms “Change in Control,” “Cause,” and “Good Reason” are defined in the Omnibus Plan. In the event that Grantee’s employment is terminated for any reason prior to satisfying the time-based vesting condition, other than pursuant to a Qualifying Termination, the Award shall immediately and automatically be forfeited.

b.Upon the occurrence of a Change in Control prior to the end of the Performance Period, all PSUs that become earned pursuant to Section 5(a) above by reason of the failure of the successor corporation (or parent thereof) in the Change in Control to assume this Award or replace it with an economically equivalent award shall be settled within 30 days of the consummation of the Change in Control.

c.Upon the occurrence of a Change in Control prior to the end of the Performance Period and the subsequent assumption or replacement of this Award with an economically equivalent award by the successor corporation (or parent thereof) in the Change in Control, the settlement of any such assumed or replacement award that becomes payable to Grantee on account of Grantee’s Qualifying Termination shall be settled within 30 days following such Qualifying Termination; provided, however that in the event that Grantee is eligible or becomes eligible for Retirement prior to a Qualifying Termination, such award will be settled no later than March 15 of the calendar year following later of (x) the calendar year in which the Change in Control occurs, or (y) the calendar year in which Grantee is eligible or becomes eligible for Retirement.

6.Whole Shares. All earned PSUs shall be paid in whole shares of Common Stock; no fractional shares shall be credited or delivered to Grantee.

7.Adjustments. The PSUs shall be subject to adjustment as provided in Section 15 of the Omnibus Plan.

8.Dividends. No dividends (or dividend equivalents) shall be paid with respect to unearned PSUs credited to Grantee’s account.

9.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 PSUs. If Grantee is not subject to Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) at the time applicable taxes are assessed, the Company, in its sole discretion, may satisfy its tax withholding responsibilities, in whole or in part, by either (a) electing to withhold a sufficient number of shares of Common Stock otherwise deliverable in connection with the applicable PSUs that are earned, the Fair Market Value of which shall be determined on the Payment Date (as such terms are defined in Section 20 below) in accordance with Section 20 below, to satisfy Grantee’s tax withholding obligation or (b) requiring Grantee to pay, by cash or certified check, the amount necessary to satisfy Grantee’s tax withholding obligation. If Grantee is subject to Section 16 of the Exchange Act at the time applicable taxes are assessed, Grantee may satisfy any 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 PSUs that are earned, the Fair Market Value of which shall be determined on the Payment Date (as such terms are defined in Section 20 below) in accordance with Section 20 below, to satisfy Grantee’s tax withholding obligation or (ii) paying, by cash or certified check, the amount necessary to satisfy Grantee’s tax withholding obligation.

10.Voting and Other Rights.

a.Grantee shall have no rights as a stockholder of the Company in respect of the PSUs, 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 PSUs.

b.The grant of PSUs 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.

11.Funding. No assets or shares of Common Stock shall be segregated or earmarked by the Company in respect of any PSUs awarded hereunder. The grant of PSUs hereunder shall not constitute a trust and shall be solely for the purpose of recording an unsecured contractual obligation of the Company.

12.Nature of Award. By accepting this agreement, Grantee acknowledges Grantee’s understanding that the grant of PSUs under this agreement is completely at the discretion of Motorola Solutions, and that Motorola Solutions’ decision to make 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 this or any such grant 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.

13.Acknowledgements. With respect to the PSUs, 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.

14.Motorola Solutions Assignment Rights. Motorola Solutions 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 Solutions.

15.Waiver. The failure of the Company to enforce at any time any provision of this agreement 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 Compensation Committee may delegate its authority to administer this agreement consistent with applicable law. The actions and determinations of the Compensation Committee or its delegate shall be binding upon the parties.

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 LRIP and the Omnibus Plan. Motorola Solutions, its Subsidiaries and Grantee’s employer hold certain personal data 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 date, salary, nationality, job title, any shares of stock held in Motorola Solutions, or details of all PSUs or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the exclusive purpose of managing and administering the LRIP and/or the Omnibus Plan (“Data”). Motorola Solutions and/or its Subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of Grantee’s participation in the LRIP and the Omnibus Plan, and Motorola Solutions and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Solutions in the implementation, administration and management of the LRIP and/or the Omnibus Plan. Data also may also be shared with the Company’s information technology and human resources service providers, with its legal and professional advisors and with governmental authorities, including taxation authorities. These recipients may be located throughout the world, including the United States. Grantee understand that if Grantee resides outside the United States or in the state of California, Grantee may request a list with the names and addresses of any recipients of Data by contacting Grantee’s human resources representative. The Company has entered into written contracts with its third party service providers to process Grantee’s Data pursuant to the Company’s instructions. The Company does not sell Grantee’s Data. The Company also does not share Grantee’s Data with other recipients other than as stated in this agreement. 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 LRIP and/or the Omnibus Plan, including any requisite transfer of such Data as may be required for the administration of the LRIP and/or the Omnibus 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 LRIP and/or the Omnibus Plan. Grantee understands that Data will be held only as long as is necessary and in accordance with applicable law to implement, administer and manage Grantee’s participation in the LRIP and/or the Omnibus Plan. Grantee understands that if Grantee resides outside the United States or in the state of California, Grantee may, at any time, review Data, request any necessary amendments or corrections to it or withdraw the consents herein in writing by contacting Motorola Solutions; however, withdrawing consent may affect Grantee’s ability to participate in the LRIP and the Omnibus Plan. The Company does not discriminate against Grantee for exercising Grantee’s rights with respect to Grantee’s Data. If Grantee works or

resides in the state of California, Grantee acknowledges that Grantee has read the Motorola Solutions U.S. Personnel Privacy Notice available on the Motorola Solutions website at [_____].

18.Remedies for Breach. Grantee hereby acknowledges that the harm caused to the Company by the breach or anticipated breach of Section 2(b) above will be irreparable and further agrees the Company may obtain injunctive relief against Grantee 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 Grantee and the Company for the protection of the Company’s Confidential Information (as defined in Section 20) 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 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 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.

20.Definitions. Any capitalized terms used herein that are not otherwise defined below or elsewhere in this agreement shall have the same meaning provided under the LRIP and the Omnibus Plan.

a.“Confidential Information” means information concerning the Company and its business that is not generally known outside the Company, and includes (i) intellectual property; (ii) the Company’s methods of operation and Company processes; (iii) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (iv) information on customers or potential customers, including customers’ names, sales records, prices, and other terms of sales and Company cost information; (v) Company personnel data; (vi) Company business plans, marketing plans, financial data and projections; and (vii) 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.

b.“Fair Market Value” shall be the closing price for a share of Common Stock on the date on which any PSUs earned pursuant to this Award are paid in accordance with Section 4 above (such date, the “Payment Date”), as reported for the New York Stock Exchange Composite Index in the Wall Street Journal at www.wsj.com. In the event the New York Stock Exchange is not open for trading on the Payment 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 Payment Date.

21.409A Compliance Applicable Only to Grantees Subject to U.S. Tax. Notwithstanding any provision in this Award to the contrary, if Grantee is a “specified employee” (certain officers of Motorola Solutions within the meaning of Treasury Regulation Section 1.409A-1(i) and using the identification methodology selected by Motorola Solutions from time to time) on the date of 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 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 Grantee’s termination of employment, will instead be paid or delivered on the earlier of (a) the first day of the seventh month following the date of Grantee’s termination of employment and (b) Grantee’s death. For purposes of determining the time of payment or delivery of any payment Grantee is entitled to receive upon termination of

employment, the determination of whether Grantee has experienced a termination of employment will be determined by Motorola Solutions in a manner consistent with the definition of “separation from service” under the default rules of Section 409A of the Code.

22.Plan Documents. The Omnibus Plan and the Prospectus for the Omnibus Plan are available on the Motorola Solutions website at [_____] and the LRIP is available at [_____]. If Grantee does not have access to the website, Grantee must contact Global Rewards Equity Administration, Motorola Solutions, Inc., 500 W. Monroe Street, Chicago, Illinois 60661 U.S.A. to request LRIP and/or Omnibus Plan documents.

APPENDIX A

Relative TSR Payout Scale*
MSI 3-Year TSR Percentile Rank Payout Factor**
90th – 100th Percentile 250%
80th – 89.99th Percentile 200%
70th – 79.99th Percentile 175%
60th – 69.99th Percentile 150%
55th – 59.99th Percentile 110%
50th – 54.99th Percentile 90%
45th – 49.99th Percentile 80%
35th – 44.99th Percentile 50%
30th – 34.99th Percentile 30%
< 30.00th Percentile 0%

*“Relative TSR” means the Company’s total stockholder return performance (i.e., (Ending Stock Price – Beginning Stock Price) divided by Beginning Stock Price) relative to the companies listed in the S&P 500 at the beginning of the Performance Period.

“Beginning Stock Price” means the daily average stock price during the three months immediately preceding the first day of Performance Period.

“Ending Stock Price” means the daily average stock price during the three months immediately preceding the last day of the Performance Period, with all dividends deemed reinvested.

**The Compensation Committee reserves the right to reduce the payout, in its discretion, if the Company’s TSR performance during the Performance Period is negative.

10

Document

Exhibit 10.10

MSU Agreement

Section 16 Officer

MARKET STOCK UNIT AWARD AGREEMENT

This Market Stock Unit Award (“Award”) is awarded on «Grant_date» (“Date of Grant”), by Motorola Solutions, Inc. (the “Company” or “Motorola Solutions”) to «First_Name» «Last_Name» (the “Grantee”).

WHEREAS, Grantee is receiving the Award (as a type of Restricted Stock Units) under Section 8 of the Motorola Solutions Amended and Restated Omnibus Incentive Plan of 2015, as may be amended (the “Omnibus Plan”); and

WHEREAS, the Award is being made by the Compensation and Leadership Committee (the “Compensation 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 market stock units to Grantee on the following terms and conditions:

1.Award of Market Stock Units. The Company hereby grants to Grantee a target number of «Txt_Nbr_of_Shares» («Whole_Nbr_of_Shares») Motorola Solutions market stock units (the “MSUs”) subject to the terms and conditions set forth below and subject to adjustment as provided in the Omnibus Plan. No MSU shall be paid unless earned and vested in accordance with this agreement. The MSUs are granted pursuant to the Omnibus Plan and are subject to all of the terms and conditions of the Omnibus Plan.

2.Restrictions. The MSUs are being awarded to Grantee subject to the transfer and forfeiture conditions set forth below (the “Restrictions”):

a.    No Assignment. Prior to the vesting of the MSUs 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 MSUs still subject to Restrictions. The MSUs 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 or any Subsidiary (as defined in Section 20 below), including the recovery of liquidated damages, Grantee shall forfeit all MSUs (whether or not vested) and shall immediately pay to the Company, with respect to previously vested MSUs, an amount equal to (x) the per share Fair Market Value (as defined in Section 20 below) of Motorola Solutions Common Stock (“Common Stock”) on the date on which the Restrictions lapsed with respect to the applicable previously vested MSUs times (y) the number of shares underlying such previously vested MSUs, without regard to any taxes that may have been deducted from such amount. For purposes of subparagraphs (i) through (v) below, “Company” or “Motorola Solutions” shall mean Motorola Solutions, Inc. and/or any of its Subsidiaries.

i.    Confidential Information. During the course of Grantee’s employment with the Company or any Subsidiary and (A) at any time thereafter, Grantee uses or discloses, except on behalf of the Company and pursuant to the Company’s directions, any trade secrets of the Company, and (B) for fifteen years following the termination of Grantee’s employment with the Company or any Subsidiary, Grantee uses or discloses, except on behalf of the Company and pursuant to the Company’s directions, any Company Confidential Information (as defined in Section 20 below); and/or

ii.    Solicitation of Employees. During Grantee’s employment and for a period of one year following the termination of Grantee’s employment for any reason, 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 who possesses Confidential Information (as defined in Section 20 below) of the Company to terminate his/her employment with the Company 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 for a period of one year following the termination of Grantee’s employment for any reason, 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 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; and/or

iv.Non-Competition regarding Products or Services. During Grantee’s employment and for a period of one year following the termination of Grantee’s employment for any reason, Grantee, 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 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 Grantee’s termination of employment with the Company; and/or

v.    Non-Competition regarding Activities. During Grantee’s employment and for a period of one year following the termination of Grantee’s employment for any reason, Grantee engages 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, 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 during the two years preceding termination of Grantee’s employment. This paragraph applies in countries in which Grantee has physically been present performing work for the Company at any time during the two years preceding termination of Grantee’s employment.

Grantee expressly agrees that the Company may take such actions as are necessary or appropriate to effectuate the foregoing (as applicable to Grantee) or applicable law without further consent or action being required by Grantee. For purposes of the foregoing and as a condition to the grant, Grantee expressly and explicitly authorizes the Company to issue instructions, on Grantee’s behalf, to the Designated Broker (as defined below) (or any other stock plan service provider engaged by the Company to administer awards granted under the Omnibus Plan) to re-convey, transfer or otherwise return such shares of Common Stock and/or other amounts to the Company. “Designated Broker” means E*TRADE Financial Services LLC or such other stock plan service provider as

may be selected by the Company in the future for purposes of assisting the Company with the implementation, administration and management of the Omnibus Plan.

Grantee is hereby advised in writing to consult with an attorney before entering into the restrictions outlined in this Section 2. Grantee acknowledges that prior to acceptance of this Award, Grantee has been advised by the Company of Grantee’s right to seek independent advice from an attorney of Grantee’s own selection regarding this agreement, including the restraints imposed upon Grantee pursuant to this Section 2. Grantee acknowledges that Grantee has entered into this agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this agreement after being given the opportunity to consult with counsel. Grantee further represents that in entering into this agreement, Grantee is not relying on any statements or representations made by any of the Company’s directors, officers, employees or agents which are not expressly set forth herein, and that Grantee is relying only upon Grantee’s own judgment and any advice provided by Grantee’s attorney. Grantee acknowledges that Grantee has been provided at minimum 14 calendar days to review the provisions contained herein.

c. Recoupment Policy. If the Grantee is an officer subject to Section 16, or becomes subject to Section 10D of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), the MSUs 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, including as it may be amended to comply with Section 10D of the Exchange Act, the “Recoupment Policy”). The Recoupment Policy provides that, in the event of certain accounting restatements (a “Policy Restatement”), the Company’s independent directors may require, among other things (i) cancellation of any of the MSUs that remain outstanding; and/or (ii) reimbursement of any gains in respect of the MSUs, 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 to the Company at law, in equity or under contract, or otherwise required by law, including under Section 10D of the Exchange Act.

Notwithstanding the foregoing, nothing in this Section 2 is intended to or shall limit, prevent, impede or interfere with Grantee’s non-waivable right, without prior notice to the Company, to provide information to the government, participate in investigations, testify in proceedings regarding the Company or any Subsidiary’s past or future conduct, engage in any activities protected under whistleblower statutes, or to receive and fully retain a monetary award from a government-administered whistleblower award program for providing information directly to a government agency (and for purpose of clarity, Grantee is not prohibited from providing information voluntarily to the U.S. Securities and Exchange Commission pursuant to Section 21F of the Exchange Act). Grantee does not need prior authorization from the Company to make any such reports or disclosures and is not required to notify the Company that Grantee has made such reports or disclosures.

In addition, and notwithstanding the foregoing, the U.S. Defend Trade Secrets Act of 2016 (“DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court

proceeding, if the individual (x) files any document containing the trade secret under seal and (y) does not disclose the trade secret, except pursuant to court order.

3.    Vesting. Subject to the remaining terms and conditions of this Award, and provided the MSUs have not been forfeited as described in Section 2 above, the MSUs will be earned and vest as follows:

a.    Vesting Period. The MSUs will be earned and vest in accordance with the following schedule (the applicable date, the “MSU Vesting Date”):

i.    For purposes of vesting, the MSU grant shall be divided into three equal Tranches, each of which shall include one-third of the number of MSUs specified in Section 1 above. The MSUs shall vest only if the Share Price (as defined below) on the applicable MSU Vesting Date equals at least 60% of the Share Price on the Date of Grant. If this threshold condition is satisfied, MSUs shall vest to the extent provided in the following schedule:

(A)<br><br>Tranche (B)<br><br>Target MSUs in<br><br>Tranche (C)<br><br>MSU Vesting Date (D)<br><br>Payout Factor (E)<br><br>Number of MSUs<br><br>Earned (F)<br><br>Performance Period
1 1/3 of Target Total MSUs 1st Anniversary of Date of Grant Share Price on MSU Vesting Date divided by Share Price on Date of Grant MSUs in Tranche (Column B) times Payout Factor (Column D) 12 months
2 1/3 of Target Total MSUs 2nd Anniversary of Date of Grant Share Price on MSU Vesting Date divided by Share Price on Date of Grant MSUs in Tranche (Column B) times Payout Factor (Column D) 24 months
3 1/3 of Target Total MSUs 3rd Anniversary of Date of Grant Share Price on MSU Vesting Date divided by Share Price on Date of Grant MSUs in Tranche (Column B) times Payout Factor (Column D) 36 months

For purposes of the table set forth above—

(A)    “Share Price” shall equal the average of the closing share price of the Company’s Common Stock on the MSU Vesting Date or Date of Grant, as applicable, and the thirty calendar days immediately preceding the MSU Vesting Date or Date of Grant. If there were no trades on the MSU Vesting Date or Date of Grant, the closing price on the most recent date on which there were trades and the thirty calendar days immediately preceding that date shall be used.

(B)    “Payout Factor” shall be rounded to the nearest hundredth (two places after the decimal), except that if the “Payout Factor” equals more than 2.00, the Payout Factor used in Column E shall be 2.00.

Any MSUs that fail to be earned pursuant to Section 3(a) shall be forfeited, subject to the special provisions set forth in Sections 3(b) through (d).

ii.    The period from the Date of Grant through the MSU Vesting Date set forth above is referred to as the “Restriction Period”. Any unvested MSUs shall be automatically forfeited upon theGrantee’s termination of employment with Motorola Solutions or a Subsidiary prior to the applicable MSU Vesting Date for any reason other than those set forth in Sections 3(b) through (d) below. The Company will not be obligated to pay Grantee any consideration whatsoever for forfeited MSUs.

iii.     If, during the Restriction Period, the Grantee takes a Leave of Absence (as defined in Section 20 below) from Motorola Solutions or a Subsidiary, the MSUs 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 MSUs even if the Grantee has not returned to active employment.

b.    Change in Control. If a Change in Control of the Company occurs before the expiration of the Restriction Period and the successor corporation (or parent thereof) does not assume this Award or replace it with an economically equivalent award, then the MSUs shall fully vest on the date of such Change in Control; 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 if Grantee’s employment is involuntarily terminated (for a reason other than “Cause”) or quits for “Good Reason” within 24 months of the Change in Control. Notwithstanding the formula in the table in Section 3(a)(i), regardless of whether the Award is assumed or replaced, the Payout Factor for any award treated under this Section 3(b) shall be deemed to equal 1 (one). For purposes of this paragraph, the terms “Change of Control”, “Cause” and “Good Reason” are defined in the Omnibus Plan.

c.    Total and Permanent Disability or Death. All unvested MSUs shall fully vest upon Grantee’s termination of employment with Motorola Solutions and its Subsidiaries due to Total and Permanent Disability (as defined in Section 20 below) or death before the expiration of the Restriction Period. Notwithstanding the formula in the table in Section 3(a)(i), if the Award vests pursuant to this Section 3(c), the Payout Factor shall be deemed to equal 1 (one).

d.    Certain Terminations of Employment. In the case of (i) a Termination due to a Divestiture (as defined in Section 20 below), (ii) Grantee’s termination of employment by Motorola Solutions or a Subsidiary for reasons other than for Serious Misconduct (as defined in Section 20 below), or (iii) Retirement (as defined in Section 20 below), in each case, before the expiration of the Restriction Period, and if the MSUs have not been forfeited as described in Section 2 above, then the MSUs shall vest and be paid (subject to performance through each of the applicable MSU Vesting Dates) on a pro rata basis with respect to each unexpired Tranche for each of the Performance Periods in an amount equal to (A) the target number of MSUs subject to this Award in each unexpired Tranche, multiplied by (B) 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 months in the Performance Period for the applicable unexpired Tranche. Notwithstanding the formula in the table in Section 3(a)(i), the Payout Factor for a payment pursuant to this Section 3(d) shall be

equal to the Share Price on the MSU Vesting Date for the applicable unexpired Tranche(s) divided by the Share Price on the Date of Grant.

  1. Delivery of Certificates or Equivalent.

a.    Upon the vesting of the applicable MSUs described in Section 3 above (but in no event later than March 15 of the year following the end of the applicable Performance Period), 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 MSUs that have vested; or (ii) deliver to the Grantee a certificate representing a number of shares of Common Stock equal to the number of MSUs that have vested.

b.    Subject to Sections 4(c) and 22, the actions contemplated by clauses (i) and (ii) above shall occur within 60 days following the date that the applicable MSUs vested.

c.    The performance goals contained in Section 3 hereof are meant to constitute Performance Criteria as defined in the Omnibus Plan and are subject to the provisions of the Omnibus Plan applicable to Performance Criteria. Except for amounts payable pursuant to Sections 3(b) and (c), no amounts will be paid for a Tranche under this Award prior to the Compensation Committee certifying achievement of the relevant Performance Criteria contained herein applicable to such Tranche.

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 MSUs shall be subject to adjustment as provided in Section 15 of the Omnibus Plan.

7.    Dividends. No dividends (or dividend equivalents) shall be paid with respect to unvested MSUs 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 MSUs. With respect to a Grantee who is not subject to Section 16 of the Exchange Act at the time applicable taxes are assessed the Company, in its sole discretion, may satisfy its tax withholding responsibilities, in whole or in part, by either (a) electing to withhold a sufficient number of shares of Common Stock otherwise deliverable in connection with the applicable vesting MSUs, the Fair Market Value of which shall be determined on the applicable MSU Vesting Date in accordance with Section 20 below, to satisfy the Grantee’s statutory tax withholding obligation or (b) requiring the Grantee to pay, by cash or certified check, the amount necessary to satisfy the Grantee’s statutory tax withholding obligation. With respect to a Grantee who is subject to Section 16 of the Exchange Act at the time applicable taxes are assessed, such Grantee may satisfy any 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 MSUs, the Fair Market Value of which shall be determined on the applicable MSU Vesting Date in accordance with Section 20 below, to satisfy such Grantee’s statutory tax withholding obligation or (ii) paying, by cash or certified check, the amount necessary to satisfy such Grantee’s 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 MSUs, including the right to vote and to receive cash dividends and other distributions until delivery of a certificate or equivalent representing shares of Common Stock in satisfaction of the MSUs.

b.    The grant of MSUs 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 MSUs awarded hereunder. The grant of MSUs 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 agreement, the Grantee acknowledges his or her understanding that:

a.     the grant of MSUs under this agreement is completely at the discretion of Motorola Solutions, and that Motorola Solutions’ decision to make 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 this nor any such grant 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 Solutions 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. Except with respect to the subject matter of subparagraphs 2(b)(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 Solutions Assignment Rights. Motorola Solutions 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 Solutions.

14.    Waiver. The failure of the Company to enforce at any time any provision of this 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 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 Solutions or a Subsidiary (as defined in Section 20 below), Grantee will immediately inform Motorola Solutions 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 Solutions or a Subsidiary to provide a copy of this agreement to Grantee’s new employer. Grantee further agrees to provide information to Motorola Solutions 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 Omnibus Plan. Motorola Solutions, its Subsidiaries and Grantee’s employer hold certain personal data 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 date, salary, nationality, job title, any shares of stock held in Motorola Solutions, or details of all MSUs or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the Omnibus Plan (“Data”). Motorola Solutions and/or its Subsidiaries will transfer Data among themselves as necessary for the exclusive purpose of implementation, administration and management of Grantee’s participation in the Omnibus Plan, and Motorola Solutions and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Solutions in the implementation, administration and management of the Omnibus Plan. Data also may also be shared with the Company’s information technology and human resources service providers, with its legal and professional advisors and with governmental authorities, including taxation authorities. These recipients may be located throughout the world, including the United States. Grantee understands that if Grantee resides outside the United States or in the state of California, Grantee may request a list with the names and addresses of any recipients of Data by contacting Grantee’s human resources representative. The Company has entered into written contracts with its third party service providers to process Grantee’s Data pursuant to the Company’s instructions. The Company does not sell Grantee’s Data. The Company also does not share Grantee’s Data with other recipients other than as stated in this agreement. 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 Omnibus Plan, including any requisite transfer of such Data as may be required for the administration of the Omnibus 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 Omnibus Plan. Grantee understands that Data will be held only as long as is necessary and in accordance with applicable law to implement, administer and manage Grantee’s participation in the Omnibus Plan. Grantee understands that if Grantee resides outside the United States or in the state of California, Grantee may, at any time, review Data, request any necessary amendments or corrections to it or withdraw the consents herein in writing by contacting Motorola Solutions; however, withdrawing consent may affect the Grantee’s ability to participate in the Omnibus Plan. The Company does not

discriminate against Grantee for exercising Grantee’s rights with respect to Grantee’s Data. If Grantee works or resides in the state of California, Grantee acknowledges that Grantee has read the Motorola Solutions U.S. Personnel Privacy Notice available on the Motorola Solutions website at [_____].

18.    Remedies for Breach. Grantee 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 agreement will be irreparable and further agrees the Company may obtain injunctive relief against the Grantee 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 the Grantee and the Company for the protection of the Company’s 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 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.

20.    Definitions. Any capitalized terms used herein that are not otherwise defined below or elsewhere in this agreement shall have the same meaning provided under the Omnibus Plan.

a.    “Confidential Information” means information concerning the Company and its business that is not generally known outside the Company, and includes (i) intellectual property; (ii) the Company’s methods of operation and Company processes; (iii) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (iv) information on customers or potential customers, including customers’ names, sales records, prices, and other terms of sales and Company cost information; (v) Company personnel data; (vi) Company business plans, marketing plans, financial data and projections; and (vii) 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.

b.    “Fair Market Value” for this purpose shall be the closing price for a share of Common Stock on the applicable MSU Vesting Date, as reported for the New York Stock Exchange Composite Index in the Wall Street Journal at www.wsj.com. In the event the New York Stock Exchange is not open for trading on the applicable MSU 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 applicable MSU Vesting Date.

c.    “Leave of Absence” means an approved leave of absence from Motorola Solutions or a Subsidiary from which the Grantee has a right to return to work, as determined by Motorola Solutions.

d.    “Retirement” means the Grantee’s voluntary termination of employment prior to the end of the Restriction Period (i) at or after age 55 with at least 10 years of service, (ii) at or after age 60 with at least 5 years of service, or (iii) at or after age 65.

e.    “Serious Misconduct” for purposes of this agreement means any misconduct identified as a ground for termination in the Motorola Solutions 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 Solutions and which is consolidated for financial reporting purposes.

g.    “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 Solutions or a Subsidiary, or if Grantee remains employed by a Subsidiary that is sold (a “Divestiture”).

h.    “Total and Permanent Disability” means for: (i) U.S. employees: entitlement to long term disability benefits under the Motorola Solutions 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 Solutions policy or as required by local regulations.

21.    Non-U.S. Employees/Repatriation of payments. As a condition to this Award, Grantee agrees to repatriate all payments attributable to the MSUs acquired under the Omnibus 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.

  1.    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 Solutions within the meaning of Treasury Regulation Section 1.409A-1\(i\) and using the identification methodology selected by Motorola Solutions 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 \(a\) the first day of the seventh month following the date of the Grantee’s termination of employment and \(b\) the Grantee’s death. Notwithstanding any provision in this Award that requires the Company to pay or deliver payments with respect to MSUs that would be considered “nonqualified deferred compensation” within the meaning of Section 409A of the Code upon vesting \(or within 60 days following the applicable MSU Vesting Date\) if the event that causes the applicable MSUs to vest is not a permissible payment event as defined in Section 409A\(a\)\(2\) of the Code, then to the extent necessary to avoid penalties under Section 409A of the Code, the payment with respect to such MSUs will instead be paid or delivered on the earliest of \(i\) the specified date of payment or delivery originally provided for such MSUs, \(ii\) the date of the Grantee’s termination of employment \(subject to any delay required by the first sentence of this paragraph\), \(iii\) the date of a Change in Control of the Company that constitutes a “change in ownership,” a “change in effective control,” or a “change in the ownership of a substantial portion of the assets” of the Company under Section 409A\(a\)\(2\)\(A\)\(v\) of the Code, and \(iv\) the date of the Grantee’s death. 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 Solutions in a manner consistent with the definition of “separation from service” under the default rules of Section 409A of the Code.

23.    Plan Documents. The Omnibus Plan and the Prospectus for the Omnibus Plan are available on the Motorola Solutions website at [_____]. If you do not have access to the website, please contact Global Rewards Equity Administration, Motorola Solutions, Inc., 500 W. Monroe Street, Chicago, Illinois 60661 U.S.A. to request Omnibus Plan documents.

11

Document

Exhibit 10.11

PO Section 16

Omnibus Incentive Plan

Terms and Conditions Related to Employee Performance Stock Options

Recipient: Date of Expiration:
Employee ID#: Target Option Award:
Date of Grant: Exercise Price:

Motorola Solutions, Inc. (“Motorola Solutions” or the “Company”) is pleased to grant you the opportunity to earn options to purchase shares of Motorola Solutions common stock (“Common Stock”) under the Motorola Solutions Amended and Restated Omnibus Incentive Plan of 2015, as may be amended (the “Plan”). The target number of options (“Options”) awarded to you and the Exercise Price per Option, which is the Fair Market Value (as defined below) on the Date of Grant, are stated above, subject to the vesting conditions in this agreement. Each Option entitles you to purchase one share of Common Stock on the terms described below in this agreement and in the Plan.

Vesting Schedule

The Options shall be earned and vest on the third anniversary of the Date of Grant (the “Vesting Date”), if at all, based on the Company’s performance from [[START DATE]] until [[END DATE]] (the “Performance Period”), to the extent provided in the following schedule:

(A)<br><br>Options to Vest (B)<br><br>Vesting Date (C)<br><br>Payout Factor (D)<br><br>Number of Options Earned
100% of Target Option Award 3rd Anniversary of Date of Grant See Appendix A for Payout Factor Target Option Award (Column A) times Payout Factor (Column C)

Vesting and Exercisability

You cannot exercise the Options until they have vested.

Regular Vesting – The Options will vest in accordance with the schedule set forth in Appendix A (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 Solutions or a Subsidiary (as defined below) terminates prior to the Vesting Date.

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 Vesting Date 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 Solutions or a Subsidiary is terminated because of your Total and Permanent Disability (as defined below) prior to the Vesting Date; the Target Option Award will

automatically become fully vested upon your termination of employment or service. These vested 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 vested Options will be exercisable by you or your guardian or legal representative.

Death- If your employment or service with Motorola Solutions or a Subsidiary is terminated because of your death prior to the Vesting Date, the Target Option Award will automatically become fully vested upon your death. These vested 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 vested Options will be exercisable by your legal representative, legatees or distributees.

Change In Control- If a “Change in Control” of the Company occurs prior to the Vesting Date, and the successor corporation does not assume these Options or replace them with options that are economically equivalent to these Options, then: (i) the Target Option Award will automatically become fully vested on the date of such Change in Control and (ii) these vested Options will be exercisable until the Date of Expiration set forth above.

Further, if the Options are assumed or replaced as described in the preceding paragraph, such assumed or replaced options shall provide that they will be earned and vested at the “target” level of performance and remain exercisable until the Date of Expiration set forth above if your employment is 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 Solutions 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, prior to the Vesting Date, 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 Solutions or a Subsidiary, or if you remain employed by a Subsidiary that is sold (a “Divestiture”), then your Options will vest on a pro rata basis on the Vesting Date, provided that you have been continuously employed by the Company for at least two years following the beginning of the Performance Period, in an amount equal to (i) the Target Option Award (Column A) times (ii) a fraction, the numerator of which is the number of completed full months of your employment with Motorola Solutions or a Subsidiary from the beginning of the Performance Period to the date employment is terminated due to the Divestiture and the denominator of which is 36, times (iii) the Payout Factor (Column C) as calculated on the Vesting Date. These vested Options will expire on the earlier of (a) 90 days after the Vesting Date or (b) the Date of Expiration stated above.

Retirement- If your employment terminates due to your Retirement (as defined below), then your Options will vest on a pro rata basis on the Vesting Date in an amount equal to (i) the Target Option Award (Column A) times (ii) a fraction, the numerator of which is the number of completed full months of your employment with Motorola Solutions or a Subsidiary from the beginning of the Performance Period to the date of your Retirement and the denominator of which is 36, times (iii) the Payout Factor (Column C) as calculated on the Vesting Date. These vested Options will expire on the earlier of (a) 90 days after the Vesting Date or (b) the Date of Expiration stated above.

Termination of Employment or Service by Motorola Solutions or a Subsidiary Other than for Serious Misconduct or a Divestiture- If Motorola Solutions or a Subsidiary on its initiative, terminates your employment or service other than for Serious Misconduct or a Divestiture prior to the Vesting Date, then your Options will vest on a pro rata basis on the Vesting Date, provided that you have been continuously employed by the Company for at least two years following the beginning of the Performance Period, in an amount equal to (i) the Target Option Award (Column A) times (ii) a fraction, the numerator of which is the number of completed full months of your employment with Motorola Solutions or a Subsidiary from the beginning of the Performance Period to the date of your termination of employment or service and the denominator of which is 36, times (iii) the Payout Factor (Column C) as calculated on the Vesting Date. All of your vested but not yet exercised Options will expire on the earlier of (a) 90 days after the Vesting Date or (b) 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 Solutions or a Subsidiary terminates for any reason other than that described above, including voluntary resignation of your employment or service other than due to Retirement, 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 your termination date or (ii) the Date of Expiration stated above.

Leave of Absence/Temporary Layoff

If you take a Leave of Absence or you are placed on Temporary Layoff (each as defined below) by Motorola Solutions or a Subsidiary the following will apply:

Vesting of Options- Options will continue to vest in accordance with the vesting schedule 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 Solutions 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 Solutions or a Subsidiary in connection with the exercise.

Transferability- Unless the Committee (as defined in the Plan) provides, Options are not transferable other than by will or the laws of descent and distribution.

Tax Withholding- Motorola Solutions or a Subsidiary is entitled to withhold an amount equal to the required 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 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 (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, 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 not be deemed generally known until such broader use is actually commercially implemented.

“Fair Market Value” is the closing price for a share of 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 Index as reported in the Wall Street Journal at www.wsj.com.

“Leave of Absence” means an approved leave of absence from Motorola Solutions or a Subsidiary from which you have a right to return to work, as determined by Motorola Solutions.

“Retirement” means your voluntary termination of employment prior to the Vesting Date and (i) at or after age 55 with at least 10 years of service, (ii) at or after age 60 with at least 5 years of service, or (iii) at or after age 65.

“Serious Misconduct” means any misconduct identified as a ground for termination in the Motorola Solutions Code of Business Conduct, or the human resources policies, or other written policies or procedures.

“Subsidiary” means an entity of which Motorola Solutions owns directly or indirectly at least 50% and that Motorola Solutions consolidates for financial reporting purposes.

“Total and Permanent Disability” means for (i) U.S. employees, entitlement to long-term disability benefits under the Motorola Solutions 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 (ii) non-U.S. employees, as established by applicable Motorola Solutions 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 Solutions, its Subsidiaries and your employer hold certain personal data 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 Solutions, or details of all options or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the exclusive purpose of managing and administering the Plan (“Data”). Motorola Solutions 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 Solutions and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Solutions in the implementation, administration and management of the Plan. Data also may also be shared with the Company’s information technology and human resources service providers, with its legal and professional advisors and with governmental authorities, including taxation authorities. These recipients may be located throughout the world, including the United States. You understand that if you reside outside the United States or in the state of California, you may request a list with the names and addresses of any recipients of Data by contacting your human resources representative. The Company has entered into written contracts with its third party service providers to process your Data pursuant to the Company’s instructions. The Company does not sell your Data. The Company also does not share your Data with other recipients other than as stated in this agreement. 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 understand that Data will be held only as long as is necessary and in accordance with applicable law to implement, administer and manage you participation in the Plan. You understand if you reside outside the United States or in the state of California, you may, at any time, review Data, request any necessary amendments or corrections to it or withdraw the consents herein in writing by contacting Motorola Solutions; however, withdrawing your consent may affect your ability to participate in the Plan. The Company does not discriminate against you for exercising your rights with respect to your Data. If you work or reside in the state of California, you acknowledge that you have read the Motorola Solutions U.S. Personnel Privacy Notice available on the Motorola Solutions website at [_____].

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 Solutions 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 Solutions, 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 Option awarded herein is an extraordinary item of compensation outside the scope of your employment contract, if any.  As such, the 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 Solutions or a Subsidiary who possesses Confidential Information of Motorola Solutions or a Subsidiary to terminate his/her employment with Motorola Solutions 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 or service with Motorola Solutions or a Subsidiary, and for a period of one year thereafter, you will immediately inform Motorola Solutions 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 Solutions or a Subsidiary to provide a copy of this agreement to your new employer. You further agree to provide information to Motorola Solutions or a Subsidiary as may from time to time be requested in order to determine your compliance with the terms hereof.

You are hereby advised in writing to consult with an attorney before entering into the restrictions outlined in this section and in this agreement. You acknowledge that prior to acceptance of this agreement, you have been advised by the Company of your right to seek independent advice from an attorney of your own selection regarding this agreement, including the restraints imposed upon you pursuant to this section. You acknowledge that you have entered into this agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this agreement after being given the opportunity to consult with counsel. You further represent that in entering into this agreement, you are not relying on any statements or representations made by any of the Company’s directors, officers, employees or agents which are not expressly set forth herein, and that you are relying only upon your own judgment and any advice provided by your attorney. You acknowledge that you have been provided at minimum 14 calendar days to review the provisions contained herein.

Substitute Stock Appreciation Right

Subject to compliance with Section 409A of the Internal Revenue Code of 1986, as amended, Motorola Solutions 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 of Common Stock 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 shares of 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 Solutions in connection with awards issued under the Plan, and any additional covenants or promises Motorola Solutions may require as a condition of the grant, including the Stock Option Consideration Agreement between you and Motorola Solutions regarding the Options.

Other Information about Your Options and the Plan

You can find other information about options and the Plan on the Motorola Solutions website at [_____]. If you do not have access to the website, please contact Global Rewards Equity Administration, Motorola Solutions, Inc., 500 W. Monroe Street, Chicago, Illinois 60661 U.S.A. to request Plan documents.

APPENDIX A

Relative TSR Payout Scale*
MSI 3-Year TSR Percentile Rank Payout Factor**
90th – 100th Percentile 250%
80th – 89.99th Percentile 200%
70th – 79.99th Percentile 175%
60th – 69.99th Percentile 150%
55th – 59.99th Percentile 110%
50th – 54.99th Percentile 90%
45th – 49.99th Percentile 80%
35th – 44.99th Percentile 50%
30th – 34.99th Percentile 30%
< 30.00th Percentile 0%

* “Relative TSR” means the Company’s total stockholder return performance (i.e., (Ending Stock Price – Beginning Stock Price) divided by Beginning Stock Price) relative to the companies listed in the S&P 500 at the beginning of the Performance Period.

“Beginning Stock Price” means the daily average stock price during the three months immediately preceding the first day of Performance period.

“Ending Stock Price” means the daily average stock price during the three months immediately preceding the last day of the Performance Period, with all dividends deemed reinvested.

** The Committee reserves the right to reduce the payout, in its discretion, if the Company’s TSR performance during the Performance Period is negative.

7

Document

Exhibit 10.12

RSU Agreement

Section 16 Officer

RESTRICTED STOCK UNIT AWARD AGREEMENT

This Restricted Stock Unit Award (“Award”) is awarded on «Grant_date» (“Date of Grant”), by Motorola Solutions, Inc. (the “Company” or “Motorola Solutions”) to «First_Name» «Last_Name» (the “Grantee”).

WHEREAS, Grantee is receiving the Award under the Motorola Solutions Amended and Restated Omnibus Incentive Plan of 2015, as may be amended (the “Omnibus Plan”); and

WHEREAS, the Award is being made by the Compensation and Leadership Committee (the “Compensation Committee”) of the Board of Directors of the Company.

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 Grantee on the following terms and conditions:

1.Award of Restricted Stock Units. The Company hereby grants to Grantee a total of «Txt_Nbr_of_Shares» («Whole_Nbr_of_Shares») Motorola Solutions restricted stock units (the “Units”) subject to the terms and conditions set forth below and subject to adjustment as provided in the Omnibus Plan. The Units are granted pursuant to the Omnibus Plan and are subject to all of the terms and conditions of the Omnibus Plan.

2.Restrictions. The Units are being awarded to Grantee 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 or any Subsidiary (as defined in Section 20 below), 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 Solutions 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 Solutions” shall mean Motorola Solutions, Inc. and/or any of its Subsidiaries.

i.    Confidential Information. During the course of Grantee’s employment with the Company or any Subsidiary and (A) at any time thereafter, Grantee uses or discloses, except on behalf of the Company and pursuant to the Company’s directions, any trade secrets of the Company, and (B) for fifteen years following the termination of Grantee’s employment with the Company or any Subsidiary, Grantee uses or discloses, except on behalf of the Company and pursuant to the Company’s directions, any Company Confidential Information (as defined in Section 20 below); and/or

ii.    Solicitation of Employees. During Grantee’s employment and for a period of one year following the termination of Grantee’s employment for any reason, 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 who possesses Confidential Information (as defined in Section 20 below) of the Company to terminate his/her employment with the Company 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 for a period of one year following the termination of Grantee’s employment for any reason, 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 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; and/or

iv.Non-Competition regarding Products or Services. During Grantee’s employment and for a period of one year following the termination of Grantee’s employment for any reason, Grantee, 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 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 Grantee’s termination of employment with the Company; and/or

v.Non-Competition regarding Activities. During Grantee’s employment and for a period of one year following the termination of Grantee’s employment for any reason, Grantee engages 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, 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 during the two years preceding termination of Grantee’s employment. This paragraph applies in countries in which Grantee has physically been present performing work for the Company 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, or becomes subject to Section 10D, 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, including as it may be amended to comply with Section 10D of the Exchange Act, the “Recoupment Policy”). The Recoupment Policy provides that, in the event of certain accounting restatements (a “Policy Restatement”), the Company’s independent directors may require, among other things, as applicable, (i) cancellation of any of the Units that remain outstanding; and/or (ii) 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 to the Company at law, in equity or under contract, or otherwise required by law, including under Section 10D of the Exchange Act.

Grantee expressly agrees that the Company may take such actions as are necessary or appropriate to effectuate the foregoing (as applicable to Grantee) or applicable law without further consent or action being required by Grantee. For purposes of the foregoing and as a condition to the grant, Grantee expressly and explicitly authorizes the Company to issue instructions, on Grantee’s behalf, to the Designated Broker (as defined below) (or any other stock plan service provider engaged by the Company to administer awards granted under the Omnibus Plan) to re-convey, transfer or otherwise return such shares of Common Stock and/or other amounts to the Company. “Designated Broker” means E*TRADE Financial Services LLC or such other stock plan service provider as may be selected by the Company in the future for purposes of assisting the Company with the implementation, administration and management of the Omnibus Plan.

Grantee is hereby advised in writing to consult with an attorney before entering into the restrictions outlined in this Section 2. Grantee acknowledges that prior to acceptance of this Award, Grantee has been advised by the Company of Grantee’s right to seek independent advice from an attorney of Grantee’s own selection regarding this Agreement, including the restraints imposed upon Grantee pursuant to this Section 2. Grantee acknowledges that Grantee has entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. Grantee further represents that in entering into this Agreement, Grantee is not relying on any statements or representations made by any of the Company’s directors, officers, employees or agents which are not expressly set forth herein, and that Grantee is relying only upon Grantee’s own judgment and any advice provided by Grantee’s attorney. Grantee acknowledges that Grantee has been provided at minimum 14 calendar days to review the provisions contained herein.

Notwithstanding the foregoing, nothing in this Section 2 is intended to or shall limit, prevent, impede or interfere with Grantee’s non-waivable right, without prior notice to the Company, to provide information to the government, participate in investigations, testify in proceedings regarding the Company or any Subsidiary’s past or future conduct, engage in any activities protected under whistleblower statutes, or to receive and fully retain a monetary award from a government-administered whistleblower award program for providing information directly to a government agency (and for purpose of clarity, Grantee is not prohibited from providing information voluntarily to the U.S. Securities and Exchange Commission pursuant to Section 21F of the Exchange Act). Grantee does not need prior authorization from the Company to make any such reports or disclosures and is not required to notify the Company that Grantee has made such reports or disclosures.

In addition, and notwithstanding the foregoing, the U.S. Defend Trade Secrets Act of 2016 (“DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (x) files any document containing the trade secret under seal and (y) does not disclose the trade secret, except pursuant to court order.

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. The Units will vest as follows in accordance with the following schedule (the applicable date, the “RSU Vesting Date”):

i.

Vesting Date Percentage of RSUs that Vests
The one-year anniversary of the Date of Grant. 1/3
The two-year anniversary of the Date of Grant. 1/3
The three-year anniversary of the Date of Grant. 1/3

ii.    The period from the Date of Grant through the last 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 Solutions 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.

iii.     If, during the Restriction Period, the Grantee takes a Leave of Absence (as defined in Section 20 below) from Motorola Solutions 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.

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 fully vest on the date of such Change in Control; 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 if the Grantee’s employment 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 of Control”, “Cause” and “Good Reason” are defined in the Omnibus Plan.

c.    Total and Permanent Disability. All unvested Units shall fully vest upon Grantee’s termination of employment with Motorola Solutions 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 Solutions and its Subsidiaries due to Grantee’s death.

e.    Certain Terminations of Employment. In the case of Termination due to a Divestiture (as defined in Section 20 below) or if Motorola Solutions 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, and all conditions for vesting other than the passage of time have been met (as of the date of termination, with respect to event specific conditions such as achievement of a specific stock price), then the Units shall vest on a pro rata basis in an amount equal to (i)(A) the total number of Units subject to this Award, multiplied by (B) 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 date of termination of the Grantee’s employment and the denominator of which is the Restriction Period, minus (ii) any Units that vested prior to such termination of the Grantee’s employment.

  1. 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 Section 15 of the Omnibus Plan.

7.    Dividends. No dividends (or dividend equivalents) shall be paid with respect to unvested 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 at the time applicable taxes are assessed the Company, in its sole discretion, may satisfy its tax withholding responsibilities, in whole or in part, by either (a) 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 statutory tax withholding obligation or (b) requiring the Grantee to pay, by cash or certified check, the amount necessary to satisfy the Grantee’s statutory tax withholding obligation. With respect to a Grantee who is subject to Section 16 of the Exchange Act at the time applicable taxes are assessed, such Grantee may satisfy any 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 statutory tax withholding obligation or (ii) paying, by cash or certified check, the amount necessary to satisfy such Grantee’s 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 a 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 and Agreement, the Grantee acknowledges his or her understanding that:

a.     the grant of Units under this Agreement is completely at the discretion of Motorola Solutions, and that Motorola Solutions' decision to make 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 this nor any such grant 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 Solutions 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. Except with respect to the subject matter of subparagraphs 2(b)(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 Solutions Assignment Rights. Motorola Solutions 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 Solutions.

14.    Waiver. The failure of the Company to enforce at any time any provision of this 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 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 Solutions or a Subsidiary (as defined in Section 20 below), Grantee will immediately inform Motorola Solutions 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 Solutions or a Subsidiary to provide a copy of this Agreement to Grantee’s new employer. Grantee further agrees to provide information to Motorola Solutions 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 Omnibus Plan. Motorola Solutions, its Subsidiaries and Grantee’s employer hold certain personal data 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 date, salary, nationality, job title, any shares of stock held in Motorola Solutions, 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 Omnibus Plan (“Data”). Motorola Solutions and/or its Subsidiaries will transfer Data among themselves as necessary for the exclusive purpose of implementation, administration and management of Grantee’s participation in the Omnibus Plan, and Motorola Solutions and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Solutions in the implementation, administration and management of the Omnibus Plan. Data also may also be shared with the Company’s information technology and human resources service providers, with its legal and professional advisors and with governmental authorities, including taxation authorities. These recipients may be located throughout the world, including the United States. Grantee understands that if Grantee resides outside the United States or in the state of California, Grantee may request a list with the names and addresses of any recipients of Data by contacting Grantee’s human resources representative. The Company has entered into written contracts with its third party service providers to process Grantee’s Data pursuant to the Company’s instructions. The Company does not sell Grantee’s Data. The Company also does not share Grantee’s Data with other recipients other than as stated in this Agreement. 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 Omnibus Plan, including any requisite transfer of such Data as may be required for the administration of the Omnibus 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 Omnibus Plan. Grantee understands that Data will be held only as long as is necessary and in accordance with applicable law to implement, administer and manage Grantee’s participation in the Omnibus Plan. Grantee understands that if Grantee resides outside the United States or in the State of California, Grantee may, at any time, review Data, request any necessary amendments or correction to it or withdraw the consents herein in writing by contacting Motorola Solutions; however, withdrawing consent may affect the Grantee’s ability to participate in the Omnibus Plan. The Company does not discriminate against Grantee for exercising Grantee’s rights with respect to Grantee’s Data. If Grantee works or resides in the state of California, Grantee acknowledges that Grantee has read the Motorola Solutions U.S. Personnel Privacy Notice available on the Motorola Solutions website at [_____].

18.    Remedies for Breach. Grantee 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 Agreement will be irreparable and further agrees the Company may obtain injunctive relief against the Grantee 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 the Grantee and the Company for the protection of the Company’s 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 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.

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 Omnibus Plan.

a.    “Confidential Information” means information concerning the Company and its business that is not generally known outside the Company, and includes (i) intellectual property; (ii) the Company’s methods of operation and Company processes; (iii) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (iv) information on customers or potential customers, including customers’ names, sales records, prices, and other terms of sales and Company cost information; (v) Company personnel data; (vi) Company business plans, marketing plans, financial data and projections; and (vii) 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.

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 Index in the Wall Street Journal at www.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 Solutions or a Subsidiary from which the Grantee has a right to return to work, as determined by Motorola Solutions.

d.    “Serious Misconduct” for purposes of this Agreement means any misconduct identified as a ground for termination in the Motorola Solutions Code of Business Conduct, or the human resources policies, or other written policies or procedures.

e.    “Subsidiary” is any corporation or other entity in which a 50 percent or greater interest is held directly or indirectly by Motorola Solutions and which is consolidated for financial reporting purposes.

f.    “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 Solutions or a Subsidiary, or if Grantee remains employed by a Subsidiary that is sold (a “Divestiture”).

g.    “Total and Permanent Disability” means for: (i) U.S. employees: entitlement to long term disability benefits under the Motorola Solutions 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 Solutions policy or as required by local regulations.

21.    Non-U.S. Employees/Repatriation of payments. As a condition to this Award, Grantee agrees to repatriate all payments attributable to the Units acquired under the Omnibus 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.

  1.    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 Solutions within the meaning of Treasury Regulation Section 1.409A-1\(i\) and using the identification methodology selected by Motorola Solutions 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 \(a\) the first day of the seventh month following the date of the Grantee’s termination of employment and \(b\) the Grantee’s death. Notwithstanding any provision in this Award that requires the Company to pay or deliver payments with respect to Units that would be considered “nonqualified deferred compensation” within the meaning of Section 409A of the Code 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 to the extent necessary to avoid penalties under Section 409A of the Code, the payment with respect to such Units will instead be paid or delivered on the earliest of \(i\) the specified date of payment or delivery originally provided for such Units, \(ii\) the date of the Grantee’s termination of employment \(subject to any delay required by the first sentence of this paragraph\), \(iii\) the date of a Change in Control of the Company that constitutes a “change in ownership,” a “change in effective control,” or a “change in the ownership of a substantial portion of the assets” of the Company under Section 409A\(a\)\(2\)\(A\)\(v\) of the Code, and \(iv\) the date of the Grantee’s death. 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 Solutions 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 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 Omnibus Plan, and any and all rules and regulations established by Motorola Solutions in connection with awards issued under the Omnibus Plan. 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 Omnibus Plan and the Prospectus for the Omnibus Plan are available on the Motorola Solutions website at [_____]. If you do not have access to the website, please contact Global Rewards Equity Administration, Motorola Solutions, Inc., 500 W. Monroe Street, Chicago, Illinois 60661 U.S.A. to request Omnibus Plan documents.

9

Document

Exhibit 10.13

PERFORMANCE STOCK UNIT AWARD AGREEMENT

This Performance Stock Unit Award (“Award”) is awarded on «Grant_date» (“Date of Grant”), by Motorola Solutions, Inc. (the “Company” or “Motorola Solutions”) to Gregory Q. Brown (“Grantee”).

WHEREAS, Grantee is receiving the Award (as a type of Restricted Stock Unit) under Section 8 of the Motorola Solutions Amended and Restated Omnibus Incentive Plan of 2015, as may be amended (the “Omnibus Plan”);

WHEREAS, Grantee and Motorola, Inc. entered into an employment agreement (the “Employment Agreement”), dated as of the 27th day of August 2008, as amended from time to time; and

WHEREAS, the Award is being made by the Compensation and Leadership Committee (the “Compensation Committee”) of the Board of Directors of the Company as provided in the Motorola Solutions Long Range Incentive Plan, as Amended and Restated February 11, 2021 (the “LRIP”).

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the Company hereby awards Performance Stock Units to Grantee on the following terms and conditions:

1.Award of Performance Stock Units. The Company hereby grants to Grantee a target number of «Txt_Nbr_of_Shares» Motorola Solutions Performance Stock Units (the “PSUs”) subject to the terms and conditions set forth below and the applicable terms of the Employment Agreement and subject to adjustment as provided in the LRIP and the Omnibus Plan, which provides an opportunity to earn up to a maximum number of shares of Motorola Solutions Common Stock (“Common Stock”) equal to 250% of such target number. No PSU shall be paid unless earned in accordance with this agreement. All PSUs that become earned pursuant to this agreement shall be paid in whole shares of Common Stock; no fractional shares shall be credited or delivered to Grantee. The PSUs are granted pursuant to the Omnibus Plan and are subject to all of the terms and conditions of the Omnibus Plan and the Employment Agreement, and shall only be subject to the LRIP as specifically referenced in this Award.

2.Restrictions. The PSUs are being awarded to Grantee subject to the transfer and forfeiture conditions set forth below (the “Restrictions”):

a.No Assignment. The PSUs may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

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 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 Grantee breaches the Restrictive Covenants, in addition to all remedies in law and/or equity available to the Company or any Subsidiary (as defined in the LRIP), Grantee shall forfeit all PSUs under this Award.

Grantee expressly agrees that the Company may take such actions as are necessary or appropriate to effectuate the foregoing (as applicable to Grantee) or applicable law without further consent or action being required by Grantee. For purposes of the foregoing and as a condition to the grant, Grantee expressly and explicitly authorizes the Company to issue instructions, on Grantee’s behalf, to the Designated Broker (as defined below) (or any other stock plan service provider engaged by the Company to administer awards granted under the Omnibus Plan) to re-convey, transfer or otherwise return such shares of Common Stock and/or other amounts to the Company. “Designated Broker” means E*TRADE Financial Services LLC or such other stock plan service provider as

may be selected by the Company in the future for purposes of assisting the Company with the implementation, administration and management of the Omnibus Plan.

Grantee is hereby advised in writing to consult with an attorney before entering into the restrictions outlined in this Section 2. Grantee acknowledges that prior to acceptance of this Award, Grantee has been advised by the Company of Grantee’s right to seek independent advice from an attorney of Grantee’s own selection regarding this agreement, including the restraints imposed upon Grantee pursuant to this Section 2. Grantee acknowledges that Grantee has entered into this agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this agreement after being given the opportunity to consult with counsel. Grantee further represents that in entering into this agreement, Grantee is not relying on any statements or representations made by any of the Company’s directors, officers, employees or agents which are not expressly set forth herein, and that Grantee is relying only upon Grantee’s own judgment and any advice provided by Grantee’s attorney. Grantee acknowledges that Grantee has been provided at minimum 14 calendar days to review the provisions contained herein.

c.Recoupment Policy. The PSUs 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, including as it may be amended to comply with Section 10D of the Exchange Act (as defined in the Omnibus Plan) (such policy, being the “Recoupment Policy”), as set forth in more detail in the LRIP.

Notwithstanding the foregoing, nothing in this Section 2 is intended to or shall limit, prevent, impede or interfere with Grantee’s non-waivable right, without prior notice to the Company, to provide information to the government, participate in investigations, testify in proceedings regarding the Company or any Subsidiary’s past or future conduct, engage in any activities protected under whistleblower statutes, or to receive and fully retain a monetary award from a government-administered whistleblower award program for providing information directly to a government agency (and for purposes of clarity, Grantee is not prohibited from providing information voluntarily to the U.S. Securities and Exchange Commission pursuant to Section 21F of the Exchange Act). Grantee does not need prior authorization from the Company to make any such reports or disclosures and is not required to notify the Company that Grantee has made such reports or disclosures.

In addition, and notwithstanding the foregoing, the U.S. Defend Trade Secrets Act of 2016 (“DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (x) files any document containing the trade secret under seal and (y) does not disclose the trade secret, except pursuant to court order.

3.Earning. Subject to the remaining terms and conditions of this Award, and provided the PSUs have not been forfeited as described in Section 2 above, the PSUs will be earned as follows:

a.Performance Period. The PSUs will be earned and payable, if at all, based on the Company’s performance from [____________], 20[__] until [____________], 20[__] (the “Performance Period”) to the extent provided in the following schedule, to be determined following the Compensation Committee’s certification of the achievement of the applicable performance criteria set forth in Appendix A (such date, the “Performance Certification Date”), which certification shall occur in no event later than March 15 of the year following the end of the Performance Period for which the PSUs may be earned:

(A)<br><br>PSUs Eligible to be Earned (B)<br><br>Payout Factor (C)<br><br>Number of PSUs Earned
100% of Target PSU Award See Appendix A for Payout Factors Target PSU Award (Column A) times Payout Factor (Column B)

Any PSUs that fail to be earned pursuant to Section 3(a) shall be forfeited, subject to the special provisions set forth in Sections 3(b), (c), (d), and (e). Any unearned PSUs shall be automatically forfeited upon Grantee’s termination of employment with Motorola Solutions prior to the last day of the Performance Period for any reason other than as specifically set forth in Sections 3(b), (c), (d), and (e) below. The Company will not be obligated to pay Grantee any consideration whatsoever for forfeited PSUs. For the avoidance of doubt, Grantee must remain employed on the last day of the Performance Period in order to earn any PSUs pursuant to this Award, except as explicitly set forth in this Award; provided, however, that if Grantee takes a Leave of Absence (as defined in the LRIP) from Motorola Solutions or a Subsidiary, such period shall constitute continued employment for purposes of this Award; provided, further, that, in such circumstances, the total number of PSUs that may become earned and payable to Grantee shall be pro-rated in accordance with the terms and conditions set forth in the LRIP.

b.Disability or Death. Upon the occurrence of Grantee’s termination of employment with Motorola Solutions and its Subsidiaries due to Grantee’s death or Disability (as defined in the Employment Agreement), in each case prior to the last day of the Performance Period, the treatment of PSUs shall be governed by Sections 5(d) and (e) of the Employment Agreement, respectively.

c.Qualifying Termination Outside of the Change of Control Protection Period. Upon the occurrence of Grantee’s termination of employment with Motorola Solutions and its Subsidiaries by the Company (other than (i) for Cause (as defined in the Employment Agreement), (ii) death, or (iii) Disability), or by Grantee for Good Reason (as defined in the Employment Agreement) (each of the foregoing events hereinafter referred to as a “Qualifying Termination”) prior to the last day of the Performance Period (other than during the Change of Control Protection Period (as defined in the Employment Agreement)), and if the PSUs have not been forfeited as described in Section 2 above, then such PSUs shall be governed by Section 5(a) of the Employment Agreement.

d.Qualifying Termination During the Change of Control Protection Period. Upon the occurrence of a Qualifying Termination that occurs prior to the last day of the Performance Period but during the Change of Control Protection Period (as defined in the Employment Agreement), and if the PSUs have not been forfeited as described in Section 2 above, then the target number of PSUs for the Performance Period during which such Qualifying Termination occurs shall become fully earned, assuming achievement of the applicable performance criteria at the target performance level.

e.Other Certain Terminations of Employment. Upon the occurrence of (i) Grantee’s termination of employment with Motorola Solutions and its Subsidiaries due to a Divestiture (which shall mean 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 Solutions or a Subsidiary, or if Grantee remains employed by a Subsidiary that is sold) that occurs during the final calendar year of the Performance Period, or (ii) Grantee becoming eligible for Retirement (which shall mean Grantee’s voluntary termination of employment prior to the end of the Performance Period (A) at or after age 55 with at least 10 years of service, (B) at or after age 60 with at least 5 years of service, or (C) at or after age 65), in each case, prior to the last day of the Performance Period, and if the PSUs have not been forfeited as described in Section 2 above, then a number of PSUs for the Performance Period shall remain subject to performance through the end of the Performance Period and shall become earned based upon actual

achievement of the applicable performance criteria set forth in Appendix A for the Performance Period on a pro rata basis in an amount equal to (x) the number of PSUs under this Award that become earned based on actual performance as described in this Section 3(e), multiplied by (y) a fraction, the numerator of which is the number of completed full months of service by Grantee from the beginning of the Performance Period to Grantee’s date of termination and the denominator of which is the number of months in the Performance Period.

4.Payment and Settlement of Earned PSUs.

a.General. Upon the earning of the PSUs described in Section 3 above, the Company shall, at its election, either: (i) establish a brokerage account for Grantee and credit to that account the number of shares of Common Stock of the Company equal to the number of PSUs that have been earned; or (ii) deliver to Grantee a certificate representing a number of shares of Common Stock equal to the number of PSUs that have been earned. Such earned PSUs shall be paid and settled as soon as practicable following the Performance Certification Date, but in no event later than March 15 of the year following the end of the Performance Period for which the PSUs were earned.

b.Disability or Death. Upon the occurrence of Grantee’s termination of employment with Motorola Solutions and its Subsidiaries due to Disability or death prior to the last day of the Performance Period (as described in Section 3(b) above), the PSUs that become earned pursuant to the Employment Agreement shall be settled within 30 days of Grantee’s termination of employment due to Grantee’s Disability or death.

c.Qualifying Termination Outside of the Change of Control Protection Period. Upon the occurrence of Grantee’s Qualifying Termination that occurs outside of the Change of Control Protection Period as described in Section 3(c) above, the PSUs that become earned PSUs in accordance with Section 3(c) will be payable as soon as practicable following the Performance Certification Date, based on the applicable performance criteria set forth in Appendix A, but in no event later than March 15 of the year following the end of the Performance Period for which the PSUs were earned; provided, however, that in the event that such Qualifying Termination occurs prior to the end of the Performance Period and a Change of Control (as defined in the Employment Agreement) subsequently occurs after such Qualifying Termination but prior to the end of the Performance Period, the PSUs that become earned PSUs in accordance with Section 3(c) shall be paid within 30 days of the consummation of such Change of Control.

d.Qualifying Termination During the Change of Control Protection Period. Upon the occurrence of Grantee’s Qualifying Termination that occurs the Change of Control Protection Period as described in Section 3(d) above, the payment of PSUs that become earned PSUs in accordance with Section 3(d) will be paid on the sixtieth (60th) day after the Qualifying Termination, subject to the terms and conditions set forth in Section 5(b) of the Employment Agreement, including, but not limited to, the execution and non-revocation of a release, as described in more detail therein.

e.Other Certain Terminations of Employment. Upon the occurrence of (i) Grantee’s termination of employment with Motorola Solutions and its Subsidiaries due to a Divestiture that occurs during the final calendar year of the Performance Period, or (ii) Grantee becoming eligible for Retirement (each as described in Section 3(e) above), the PSUs that become earned PSUs in accordance with Section 3(e) will be payable as soon as practicable following the Performance Certification Date, based on the applicable performance criteria set forth in Appendix A, but in no event later than March 15 of the year following the end of the Performance Period for which the PSUs were earned; provided, however, that in the event that any of the events described in clauses (i) or (ii) above occurs prior to the end of the Performance Period and a Change of Control (as defined in the Employment Agreement) subsequently occurs after such event but prior to the end of the Performance Period, the PSUs that become earned PSUs in accordance

with Section 3(e) shall be paid within 30 days of the consummation of such Change of Control.

5.Whole Shares. All earned PSUs shall be paid in whole shares of Common Stock; no fractional shares shall be credited or delivered to Grantee.

6.Adjustments. The PSUs shall be subject to adjustment as provided in Section 15 of the Omnibus Plan.

7.Dividends. No dividends (or dividend equivalents) shall be paid with respect to unearned PSUs credited to 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 PSUs. Grantee may satisfy any withholding obligation, in whole or in part, by electing to have the Company withhold a sufficient number of shares of Common Stock otherwise deliverable in connection with the applicable PSUs that are earned, the Fair Market Value of which shall be determined on the Payment Date (as defined in Section 19 below) in accordance with Section 19 below, to satisfy Grantee’s tax withholding obligation.

9.Voting and Other Rights.

a.Grantee shall have no rights as a stockholder of the Company in respect of the PSUs, 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 PSUs.

b.The grant of PSUs 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.

10.Funding. No assets or shares of Common Stock shall be segregated or earmarked by the Company in respect of any PSUs awarded hereunder. The grant of PSUs 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 agreement, Grantee acknowledges his understanding that the grant of PSUs under this agreement is completely at the discretion of Motorola Solutions, and that Motorola Solutions’ decision to make 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 this or any such grant 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.

12.Acknowledgements. With respect to the PSUs, 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 Section 18 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.Motorola Solutions Assignment Rights. Motorola Solutions 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 Solutions.

14.Waiver. The failure of the Company to enforce at any time any provision of this 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 agreement consistent with applicable law. The actions and determinations of the Compensation Committee or its delegate shall be binding upon the parties.

16.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 LRIP and the Omnibus Plan. Motorola Solutions, its Subsidiaries 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 Solutions, or details of all PSUs or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the LRIP and/or the Omnibus Plan (“Data”). Motorola Solutions and/or its Subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of Grantee’s participation in the LRIP and the Omnibus Plan, and Motorola Solutions and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Solutions in the implementation, administration and management of the LRIP and/or the Omnibus 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 LRIP and/or the Omnibus Plan, including any requisite transfer of such Data as may be required for the administration of the LRIP and/or the Omnibus 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 LRIP and/or the Omnibus Plan. Grantee may, at any time, review Data, request any necessary amendments to it or withdraw the consents herein in writing by contacting Motorola Solutions; however, withdrawing consent may affect Grantee’s ability to participate in the LRIP and the Omnibus Plan.

17.Remedies for Breach. Grantee hereby acknowledges that the harm caused to the Company by the breach or anticipated breach of the Restrictive Covenants will be irreparable and further agrees the Company may obtain injunctive relief against Grantee 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 Grantee and the Company for the protection of the Company’s 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 Section 18 below, will, at the request of the Company, be entered on consent and enforced by any such court having jurisdiction over 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.

18.Governing Law. All questions concerning the construction, validity and interpretation of this Award and agreement shall 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.

19.Definitions. Any capitalized terms used herein that are not otherwise defined below or elsewhere in this agreement shall have the same meaning provided under the LRIP and the Omnibus Plan.

a.“Fair Market Value” shall be the closing price for a share of Common Stock on the date on which any PSUs earned pursuant to this Award are paid in accordance with Section 4 above (such date, the “Payment Date”), as reported for the New York Stock Exchange Composite Index in the Wall Street Journal at www.wsj.com. In the event the New York Stock Exchange is not open for trading on the Payment 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 Payment Date.

20.409A Compliance. Notwithstanding any provision in this Award to the contrary, if Grantee is a “specified employee” (certain officers of Motorola Solutions within the meaning of Treasury Regulation Section 1.409A-1(i) and using the identification methodology selected by Motorola Solutions from time to time) on the date of 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 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 Grantee’s termination of employment, will instead be paid or delivered on the earlier of (a) the first day of the seventh month following the date of Grantee’s termination of employment and (b) Grantee’s death. For purposes of determining the time of payment or delivery of any payment Grantee is entitled to receive upon termination of employment, the determination of whether Grantee has experienced a termination of employment will be determined by Motorola Solutions in a manner consistent with the definition of “separation from service” under the default rules of Section 409A of the Code.

21.Plan Documents. The Omnibus Plan and the Prospectus for the Omnibus Plan are available on the Motorola Solutions website at [_____] and the LRIP is available at [_____]. If Grantee does not have access to the website, Grantee must contact Global Rewards Equity Administration, Motorola Solutions, Inc., 500 W. Monroe Street, Chicago, Illinois 60661 U.S.A. to request LRIP and/or Omnibus Plan documents.

22.Miscellaneous. The PSUs shall be subject to Section 5 of the Employment Agreement.

APPENDIX A

Relative TSR Payout Scale*
MSI 3-Year TSR Percentile Rank Payout Factor**
90th – 100th Percentile 250%
80th – 89.99th Percentile 200%
70th – 79.99th Percentile 175%
60th – 69.99th Percentile 150%
55th – 59.99th Percentile 110%
50th – 54.99th Percentile 90%
45th – 49.99th Percentile 80%
35th – 44.99th Percentile 50%
30th – 34.99th Percentile 30%
< 30.00th Percentile 0%

*“Relative TSR” means the Company’s total stockholder return performance (i.e., (Ending Stock Price – Beginning Stock Price) divided by Beginning Stock Price) relative to the companies listed in the S&P 500 at the beginning of the Performance Period.

“Beginning Stock Price” means the daily average stock price during the three months immediately preceding the first day of Performance Period.

“Ending Stock Price” means the daily average stock price during the three months immediately preceding the last day of the Performance Period, with all dividends deemed reinvested.

**The Compensation Committee reserves the right to reduce the payout, in its discretion, if the Company’s TSR performance during the Performance Period is negative.

8

Document

Exhibit 10.14

MARKET STOCK UNIT AWARD AGREEMENT (“Agreement”)

This Market Stock Unit Award (“Award”) is awarded on ________ (“Date of Grant”), by Motorola Solutions, Inc. (the “Company” or “Motorola Solutions”) to Gregory Q. Brown (the “Grantee”).

WHEREAS, Grantee is receiving the Award (as a type of Restricted Stock Units) under Section 8 of the Motorola Solutions Amended and Restated Omnibus Incentive Plan of 2015, as may be amended (the “Omnibus Plan”);

WHEREAS, Grantee and Motorola, Inc. entered into an employment agreement (the “Employment Agreement”), dated as of the 27th day of August 2008 as amended from time to time;

WHEREAS, the Award is a grant of Motorola Solutions market stock units authorized by the Board of Directors of the Company (the “Board”) and the Board’s Compensation and Leadership Committee (the “Compensation Committee”); and

WHEREAS, it is a condition to Grantee receiving the Award that Grantee accept the terms, conditions and Restrictions (as defined below) applicable to the market stock units as set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the Company hereby awards market stock units to Grantee on the following terms and conditions:

1.Award of Market Stock Units. The Company hereby grants to Grantee a target number of _________ Motorola Solutions market stock units (the “MSUs”) subject to the terms and conditions set forth below and subject to the terms of the Omnibus Plan and the applicable terms of the Employment Agreement. No MSU shall be paid unless earned and vested in accordance with this Agreement. All Awards shall be paid in whole shares of Motorola Solutions Common Stock (“Common Stock”); no fractional shares shall be credited or delivered to Grantee.

2.Restrictions. The MSUs are being awarded to Grantee subject to the transfer and forfeiture conditions set forth below (the “Restrictions”) which shall lapse, if at all, as described in Section 3 below.

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 MSUs still subject to Restrictions. The MSUs shall be forfeited if Grantee violates or attempts to violate these transfer Restrictions. Motorola Solutions 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 Solutions and that references to Motorola Solutions or the Company shall include any such assigns and successors.

b.Any MSUs 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. If Grantee breaches the Restrictive Covenants, in addition to all remedies in law and/or equity available to the Company or any Subsidiary (as defined

below), Grantee shall forfeit all MSUs under the Award whose Restrictions have not lapsed, and, for all MSUs 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.

Grantee expressly agrees that the Company may take such actions as are necessary or appropriate to effectuate the foregoing (as applicable to Grantee) or applicable law without further consent or action being required by Grantee. For purposes of the foregoing and as a condition to the grant, Grantee expressly and explicitly authorizes the Company to issue instructions, on Grantee’s behalf, to the Designated Broker (as defined below) (or any other stock plan service provider engaged by the Company to administer awards granted under the Omnibus Plan) to re-convey, transfer or otherwise return such shares of Common Stock and/or other amounts to the Company. “Designated Broker” means E*TRADE Financial Services LLC or such other stock plan service provider as may be selected by the Company in the future for purposes of assisting the Company with the implementation, administration and management of the Omnibus Plan.

Grantee is hereby advised in writing to consult with an attorney before entering into the restrictions outlined in this Section 2. Grantee acknowledges that prior to acceptance of this Award, Grantee has been advised by the Company of Grantee’s right to seek independent advice from an attorney of Grantee’s own selection regarding this Agreement, including the restraints imposed upon Grantee pursuant to this Section 2. Grantee acknowledges that Grantee has entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. Grantee further represents that in entering into this Agreement, Grantee is not relying on any statements or representations made by any of the Company’s directors, officers, employees or agents which are not expressly set forth herein, and that Grantee is relying only upon Grantee’s own judgment and any advice provided by Grantee’s attorney. Grantee acknowledges that Grantee has been provided at minimum 14 calendar days to review the provisions contained herein.

d.The MSUs 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 including as it may be amended to comply with Section 10D of the Exchange Act (as defined in the Omnibus Plan) (such policy, the “Recoupment Policy”). The Recoupment Policy provides that, in the event of certain accounting restatements (a “Policy Restatement”), the Company’s independent directors may require, among other things (i) cancellation of any of the MSUs that remain outstanding; and/or (ii) reimbursement of any gains in respect of the MSUs, 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 to the Company at law, in equity or under contract, or otherwise required by law, including under Section 10D of the Exchange Act.

e.Notwithstanding the foregoing, nothing in this Section 2 is intended to or shall limit, prevent, impede or interfere with Grantee’s non-waivable right, without prior notice to the Company, to provide information to the government, participate in investigations, testify in proceedings regarding the Company or any Subsidiary’s past or future conduct, engage in any activities protected under whistleblower statutes, or to receive and fully retain a monetary award from a government-administered whistleblower award program for providing information directly to a government agency (and for purpose of clarity, Grantee is not prohibited from providing information voluntarily to the U.S. Securities and Exchange Commission pursuant to Section 21F of the Exchange Act). Grantee does not need prior authorization from the Company to make any such reports or disclosures

and is not required to notify the Company that Grantee has made such reports or disclosures.

f.(f)     In addition, and notwithstanding the foregoing, the U.S. Defend Trade Secrets Act of 2016 (“DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (x) files any document containing the trade secret under seal and (y) does not disclose the trade secret, except pursuant to court order. The Company will not be obligated to pay Grantee any consideration whatsoever for forfeited MSUs.

3.Vesting. Subject to the remaining terms and conditions of this Award, and provided the MSUs have not been forfeited as described in Section 2 above, the MSUs will be earned and vest as follows:

a.The MSUs will be earned and vest in accordance with the following schedule (the applicable date, the “MSU Vesting Date”):

(i)For purposes of vesting, the MSU grant shall be divided into three equal Tranches, each of which shall include one-third of the number of MSUs specified in Section 1 above. The MSUs shall vest only if the Share Price (as defined below) on the applicable MSU Vesting Date equals at least 60% of the Share Price on the Date of Grant. If this threshold condition is satisfied, MSUs shall vest to the extent provided in the following schedule:

(A)<br><br>Tranche (B)<br><br>Target MSUs in<br><br>Tranche (C)<br><br>MSU Vesting Date (D)<br><br>Payout Factor (E)<br><br>Number of MSUs<br><br>Earned (F)<br><br>Performance Period
1 1/3 of Target Total MSUs 1st Anniversary of Date of Grant Share Price on MSU Vesting Date divided by Share Price on Date of Grant MSUs in Tranche (Column B) times Payout Factor (Column D) 12 months
2 1/3 of Target Total MSUs 2nd Anniversary of Date of Grant Share Price on MSU Vesting Date divided by Share Price on Date of Grant MSUs in Tranche (Column B) times Payout Factor (Column D) 24 months
3 1/3 of Target Total MSUs 3rd Anniversary of Date of Grant Share Price on MSU Vesting Date divided by Share Price on Date of Grant MSUs in Tranche (Column B) times Payout Factor (Column D) 36 months

For purposes of the table set forth above—

(A)    “Share Price” shall equal the average of the closing share price of the Company’s Common Stock on the MSU Vesting Date or Date of Grant, as applicable, and the thirty calendar days immediately preceding the MSU Vesting Date or Date of Grant. If there were no trades on the MSU Vesting Date or Date of Grant, the closing price on the most recent date on which there were trades and the thirty calendar days immediately preceding that date shall be used.

(B)    “Payout Factor” shall be rounded to the nearest hundredth (two places after the decimal), except that if the “Payout Factor” equals more than 2.00, the Payout Factor used in Column E shall be 2.00.

Any MSUs that fail to be earned pursuant to Section 3(a)(i) shall be forfeited, subject to the special provisions set forth in Sections 3(a)(ii), (b) and (c).

For purposes of this Agreement, the “Restriction Period” applicable to an MSU shall refer to the period of time beginning on the Date of Grant and ending on the applicable MSU Vesting Date. Any unvested MSUs shall be automatically forfeited upon the Grantee’s termination of employment with Motorola Solutions prior to the applicable MSU Vesting Date for any reason other than those set forth in Sections 3(a)(ii), (b) and (c) below. The Company will not be obligated to pay Grantee any consideration whatsoever for forfeited MSUs.

(ii)In addition, the Restrictions applicable to the MSUs 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 Solutions or a Subsidiary, the MSUs 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 MSUs even if the Grantee has not returned to active employment. “Leave of Absence” means an approved leave of absence from Motorola Solutions or a Subsidiary that is not a termination of employment, as determined by Motorola Solutions.

c.In the case of a termination of Grantee’s employment with Motorola Solutions due to (i) a Divestiture (which shall mean 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 Solutions or a Subsidiary, or if Grantee remains employed by a Subsidiary that is sold), or (ii) Retirement (which shall mean the Grantee’s voluntary termination of employment prior to the end of the Restriction Period (A) at or after age 55 with at least 10 years of service, (B) at or after age 60 with at least 5 years of service, or (C) at or after age 65), in each case, before the expiration of the Restriction Period, and if the MSUs have not been forfeited as described in Section 2 above, then the MSUs shall vest and be paid (subject to performance through each of the applicable MSU Vesting Dates) on a pro rata basis with respect to each unexpired Tranche for each of the Performance Periods in an amount equal to (1) the target number of MSUs subject to this Award in each unexpired Tranche, multiplied by (2) 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 months in the Performance Period for the applicable unexpired Tranche. Notwithstanding the formula in the table in Section 3(a)(i), the Payout Factor for a payment pursuant to this Section 3(c) shall be equal to the Share Price on the MSU Vesting Date for the applicable unexpired Tranche(s) divided by the Share Price on the Date of Grant.

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 MSUs subject to this Award shall be adjusted to correspond to the change in the outstanding shares of Common Stock. Accordingly, the MSUs shall be subject to adjustment as provided in Section 15 of the Omnibus Plan.

5.Dividends. No dividends (or dividend equivalents) shall be paid with respect to MSUs credited to the Grantee’s account.

6.Delivery of Certificates or Equivalent.

a.Upon the vesting of the applicable MSUs (but in no event later than March 15 of the year following the end of the applicable Performance Period), 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 MSUs 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 MSUs upon which such Restrictions have lapsed.

b.Subject to Sections 6(c) and 17, the actions contemplated by clauses (i) and (ii) above shall occur within 60 days following the date that the applicable MSUs vested.

c.The performance goals contained in Section 3 hereof are meant to constitute Performance Criteria as defined in the Omnibus Plan and are subject to the provisions of the Omnibus Plan applicable to Performance Criteria. Except for amounts payable pursuant to Sections 3(a)(ii), no amounts will be paid for a Tranche under this Award prior to the

Compensation Committee certifying achievement of the relevant Performance Criteria contained herein applicable to such Tranche.

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 MSUs. Grantee may satisfy any withholding obligation in whole or in part by electing to have the plan administrator retain shares of Common Stock deliverable in connection with the MSUs having a Fair Market Value on the applicable MSU Vesting Date sufficient to satisfy such withholding obligation. “Fair Market Value” for this purpose shall be the closing price for a share of Common Stock on the applicable MSU Vesting Date as reported for the New York Stock Exchange Composite Index in the Wall Street Journal at www.wsj.com or, for purposes of imposing sanctions under paragraph 2(d), on any date specified therein. In the event the New York Stock Exchange is not open for trading on the applicable MSU 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 applicable MSU Vesting Date.

8.Voting and Other Rights.

a.Grantee shall have no rights as a stockholder of the Company in respect of the MSUs, including the right to vote and to receive cash dividends and other distributions until delivery of a certificate or equivalent representing shares of Common Stock in satisfaction of the MSUs.

b.The grant of MSUs 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 Omnibus Plan. Motorola Solutions, its Subsidiaries 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 date, salary, nationality, job title, any shares of stock held in Motorola Solutions, or details of all MSUs or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the Omnibus Plan (“Data”). Motorola Solutions and/or its Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of Grantee’s participation in the Omnibus Plan, and Motorola Solutions and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Solutions in the implementation, administration and management of the Omnibus 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 Omnibus Plan, including any requisite transfer of such Data as may be required for the administration of the Omnibus 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 Omnibus Plan. Grantee may, at any time, review Data, request any necessary amendments to it or withdraw the consents herein in writing by contacting Motorola; however, withdrawing consent may affect Grantee’s ability to participate in the Omnibus Plan.

10.Nature of Award. By accepting this Agreement, the Grantee acknowledges his or her understanding that the grant of MSUs under this Agreement is completely at the discretion of Motorola Solutions, and that Motorola Solutions’ decision to make 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 this or any such grant 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 by the breach or anticipated breach of the Restrictive Covenants will be irreparable and further agrees the Company may obtain injunctive relief against the Grantee 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 the Grantee and the Company for the protection of the Company’s 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 MSUs, 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 MSUs awarded hereunder. The grant of MSUs 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 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 Compensation 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 Solutions within the meaning of Treasury Regulation Section 1.409A-1(i) and using the identification methodology selected by Motorola Solutions 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 (a) the first day of the seventh month following the date of the Grantee’s termination of employment and (b) the Grantee’s death. Notwithstanding any provision in this Award that requires the Company to pay or deliver payments with respect to MSUs that would be considered “nonqualified deferred compensation” within the meaning of Section 409A of the Code upon vesting (or within 60 days following the date that the applicable MSUs vest) if the event that causes the applicable MSUs to vest is not a permissible payment event as defined in Section 409A(a)(2) of the Code, then to the extent necessary to avoid penalties under Section 409A of the Code, the payment with respect to such MSUs will instead be paid or delivered on the earliest of (i) the specified date of payment or delivery originally provided for such MSUs, (ii) the date of the Grantee’s termination of employment (subject to any delay required by the first sentence of this paragraph), (iii) the date of a Change in Control (as defined in the Omnibus Plan) that constitutes a “change in ownership,” a “change in effective control,” or a “change in the ownership of a substantial portion of the assets” of the Company under Section 409A(a)(2)(A)(v) of the Code, and (iv) the date of the Grantee’s death. 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 Solutions in a manner consistent with the definition of “separation from service” under the default rules of Section 409A of the Code.

18.Omnibus Plan Documents. The Omnibus Plan and the Prospectus for the Omnibus Plan are available at [_____] or from Global Rewards Equity Administration, Motorola Solutions, Inc., 500 W. Monroe Street, Chicago, Illinois 60661 U.S.A.

19.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 Solutions and which is consolidated for financial reporting purposes.

20.Miscellaneous. The MSUs shall be subject to Section 5 of the Employment Agreement.

Date Signature
Commerce ID Gregory Q. Brown    <br>    Printed Name

IN ORDER FOR THE ABOVE-REFERENCED UNITS TO BE AWARDED, THIS AGREEMENT, SIGNED AND DATED, MUST BE RETURNED TO MOTOROLA SOLUTIONS c/o EXECUTIVE REWARDS NO LATER THAN __________.

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Document

Exhibit 10.15

Terms and Conditions Related to Employee Performance Stock Options

Recipient: Gregory Q. Brown Date of Expiration:
Employee ID#: Target Option Award:
Date of Grant: Exercise Price:

Motorola Solutions, Inc. (“Motorola Solutions” or the “Company”) is pleased to grant you the opportunity to earn options to purchase shares of Motorola Solutions common stock (“Common Stock”) under the Motorola Solutions Amended and Restated Omnibus Incentive Plan of 2015, as may be amended (the “Plan”). The target number of options (“Options”) awarded to you and the Exercise Price per Option, which is the Fair Market Value (as defined below) on the Date of Grant, are stated above, subject to the vesting conditions in this agreement. Each Option entitles you to purchase one share of Common Stock on the terms described below and in the Plan. Reference is made to the employment agreement (“Employment Agreement”) by and between Gregory Q. Brown and Motorola, Inc. dated as of the 27th day of August, 2008, as amended from time to time.

Vesting Schedule

The Options shall be earned and vest on the third anniversary of the Date of Grant (the “Vesting Date”), if at all, based on the Company’s performance from [START DATE] until [END DATE] (the “Performance Period”), to the extent provided in the following schedule:

(A)<br><br>Options to Vest (B)<br><br>Vesting Date (C)<br><br>Payout Factor (D)<br><br>Number of Options Earned
100% of Target Option Award 3rd Anniversary of Date of Grant See Appendix A for Payout Factor Target Option Award (Column A) times Payout Factor (Column C)

Vesting and Exercisability

You cannot exercise the Options until they have vested.

Regular Vesting – The Options will vest in accordance with the schedule set forth in Appendix A (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 Solutions or a Subsidiary (as defined below) terminates prior to the Vesting Date.

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.

Special Vesting Dates and Special Expiration Dates

Change in Employment in Connection with a Divestiture- If, prior to the Vesting Date, 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 Solutions or a Subsidiary, or if you remain employed by a Subsidiary that is sold (a “Divestiture”), then your Options will vest on a pro rata basis on the Vesting Date, provided that you have been continuously employed by the Company for at least two years following the beginning of the Performance Period, in an amount equal to (a) the Target Option Award (Column A) times (b) a fraction, the numerator of which is the number of completed full months of your employment with Motorola Solutions or a Subsidiary from the beginning of the Performance Period to the date employment is terminated due to the Divestiture and the denominator of which is 36, times (c) the Payout Factor (Column C) as calculated on the Vesting Date. These vested Options will expire on the earlier of (i) 90 days after the Vesting Date or (ii) the Date of Expiration stated above.

Retirement- If your employment terminates due to your Retirement (as defined below), then your Options will vest on a pro rata basis on the Vesting Date in an amount equal to (a) the Target Option Award (Column A) times (b) a fraction, the numerator of which is the number of completed full months of your employment with Motorola Solutions or a Subsidiary from the beginning of the Performance Period to the date of your Retirement and the denominator of which is 36, times (c) the Payout Factor (Column C) as calculated on the Vesting Date. These vested Options will expire on the earlier of (i) 90 days after the Vesting Date or (ii) the Date of Expiration stated above.

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

In addition to the special vesting dates set forth above, the vesting, exercisability and forfeiture of your Options will be subject to the terms of Section 5 of the Employment Agreement.

Leave of Absence/Temporary Layoff

If you take a leave of absence from Motorola Solutions 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 Solutions or a Subsidiary (a “Leave of Absence”) or you are placed on Temporary Layoff (as defined below) by Motorola Solutions or a Subsidiary the following will apply:

Vesting of Options – Options will continue to vest in accordance with the vesting schedule 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 Solutions 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 Solutions or a Subsidiary in connection with the exercise.

Transferability – Unless the Committee (as defined in the Plan) provides, Options are not transferable other than by will or the laws of descent and distribution.

Tax Withholding – Motorola Solutions or a Subsidiary is entitled to withhold an amount equal to the required 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 and permitted under the Plan, by electing to have the plan administrator retain Option shares having a Fair Market Value on the date of exercise equal to the amount of the withholding obligation.

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 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 Index as reported in the Wall Street Journal at www.wsj.com.

“Retirement” means your voluntary termination of employment prior to the Vesting Date and (a) at or after age 55 with at least 10 years of service, (b) at or after age 60 with at least 5 years of service, or (c) at or after age 65.

“Subsidiary” means an entity of which Motorola Solutions owns directly or indirectly at least 50% and that Motorola Solutions 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

1.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 Solutions, 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 Solutions, 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 Solutions 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 Solutions and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Solutions 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, request any necessary amendments to it or withdraw the consents herein in writing by contacting Motorola Solutions; 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 Solutions 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 Solutions, 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 Options awarded herein is an extraordinary item of compensation. Except as provided in the Employment Agreement, the Options are 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 Solutions 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 of Common Stock 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 shares of Common Stock.

Acceptance of Terms and Conditions

By accepting the Options, you agree to be bound by the terms and conditions set forth in this agreement, the Plan and the Stock Option Consideration Agreement between you and Motorola Solutions regarding the Options.

Other Information about Your Options and the Plan

You can find other information about options and the Plan on the Motorola Solutions website at [_____]. If you do not have access to the website, please contact Global Rewards Equity Administration, Motorola Solutions, Inc., 500 W. Monroe Street, Chicago, Illinois 60661 U.S.A. to request Plan documents.

APPENDIX A

Relative TSR Payout Scale*
MSI 3-Year TSR Percentile Rank Payout Factor**
90th – 100th Percentile 250%
80th – 89.99th Percentile 200%
70th – 79.99th Percentile 175%
60th – 69.99th Percentile 150%
55th – 59.99th Percentile 110%
50th – 54.99th Percentile 90%
45th – 49.99th Percentile 80%
35th – 44.99th Percentile 50%
30th – 34.99th Percentile 30%
< 30.00th Percentile 0%

* “Relative TSR” means the Company’s total stockholder return performance (i.e., (Ending Stock Price – Beginning Stock Price) divided by Beginning Stock Price) relative to the companies listed in the S&P 500 at the beginning of the Performance Period.

“Beginning Stock Price” means the daily average stock price during the three months immediately preceding the first day of Performance period.

“Ending Stock Price” means the daily average stock price during the three months immediately preceding the last day of the Performance Period, with all dividends deemed reinvested.

** The Committee reserves the right to reduce the payout, in its discretion, if the Company’s TSR performance during the Performance Period is negative.

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Document

Exhibit 10.16

image_0a.jpg

STOCK OPTION CONSIDERATION AGREEMENT

GRANT DATE: [DATE]

The following Agreement is established to protect the trade secrets, intellectual property, confidential information, customer relationships and goodwill of Motorola Solutions, Inc. (“Motorola Solutions” or the “Company”) and each of its subsidiaries (the “Company”) both as defined in the Motorola Solutions Amended and Restated Omnibus Incentive Plan of 2015, as may be amended (the “A&R 2015 Plan”). Reference is made to the employment agreement (“Employment Agreement”) by and between Gregory Q. Brown and Motorola, Inc. dated as of the 27th day of August 2008, as amended from time to time.

As consideration for the stock option(s) granted to me on the date shown above under the terms of the A&R 2015 Plan (the “Covered Options”), and Motorola Solutions having provided me with Confidential Information (as defined in the Employment Agreement), 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 grant of the Covered Options.

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 or as amended to comply with Section 10D of the Exchange Act (as defined in the A&R 2015 Plan) (such policy, as it may be amended from time to time, including as it may be amended to comply with Section 10D of the Exchange Act, the “Recoupment Policy”). The Recoupment Policy provides that, in the event of certain accounting restatements (a “Policy Restatement”) the Company’s independent directors may require, among other things, as applicable, (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 to the Company at law, in equity or under contract, or otherwise required by law, including under Section 10D of the Exchange Act.

  1. 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 any time 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 Document for the Covered Options and the market price of the Covered Options on the date of exercise (the “spread”).

I expressly agree that the Company may take such actions as are necessary or appropriate to effectuate the foregoing (as applicable to me) or applicable law without further consent or action being required by me. For purposes of the foregoing and as a condition to the grant, I expressly and explicitly authorize the Company to issue instructions, on my behalf, to the Designated Broker (as defined below) (or any other stock plan service provider engaged by the Company to administer awards granted under the A&R 2015 Plan) to re-convey, transfer or otherwise return such shares of Common Stock and/or other amounts to the Company. “Designated Broker” means E*TRADE Financial Services LLC or such other stock plan service provider as may be selected by the Company in the future for purposes of assisting the Company with the implementation, administration and management of the A&R 2015 Plan.

Exhibit 10.16

I acknowledge that I am hereby advised in writing to consult with an attorney before entering into the restrictions outlined in this Agreement. I acknowledge that prior to acceptance of this Agreement, I have been advised by the Company of my right to seek independent advice from an attorney of my own selection regarding this Agreement, including the restraints imposed upon me pursuant to Sections 1-3 of this Agreement. I acknowledge that I have entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. I further represent that in entering into this Agreement, I am not relying on any statements or representations made by any of the Company’s directors, officers, employees or agents which are not expressly set forth herein, and that I am relying only upon my own judgment and any advice provided by the my attorney. I acknowledge that I have been provided at minimum 14 calendar days to review the provisions contained herein.

  1. The Restrictive Covenants can be waived or modified only upon the prior written consent of Motorola Solutions.

5.    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, subject to the limitations on assignment contained in the Employment Agreement. This Agreement shall inure to the benefit of the assigns and successors of the Company and that references to Motorola Solutions or the Company shall include any such assigns and successors.

6.    I acknowledge that the harm caused to the Company by the breach or anticipated breach of the Restrictive 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, any other agreements between me and the Company for the protection of the Company’s 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 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.    With respect to the Covered Options, this Agreement (and any provisions of the Employment Agreement incorporated into 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 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 A&R 2015 Plan, and any Award Document issued pursuant thereto. I am familiar with the A&R 2015 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 any provisions of the Employment Agreement incorporated into this Agreement) and the A&R 2015 Plan, and any Award Document issued pursuant thereto, together constitute an agreement between the Company and me. I further agree that this Agreement is governed by the laws of Illinois, without giving effect to any state’s principles of Conflicts of Laws, and any legal action related to this Agreement

Exhibit 10.16

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.

  1. I acknowledge that, notwithstanding the foregoing: (a) the Company does not intend for anything in this Agreement to limit, prevent, impede or interfere with my non-waivable right, without prior notice to the Company, to provide information to the government, participate in investigations, testify in proceedings regarding the Company or any of its subsidiaries’ past or future conduct, engage in any activities protected under whistleblower statutes, or to receive and fully retain a monetary award from a government-administered whistleblower award program for providing information directly to a government agency (and for purpose of clarity, I am not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act). I do not need prior authorization from the Company to make any such reports or disclosures and am not required to notify the Company that I have made such reports or disclosures; and (b) the U.S. Defend Trade Secrets Act of 2016 (“DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (x) files any document containing the trade secret under seal and (y) does not disclose the trade secret, except pursuant to court order.
Date Signature Gregory Q. Brown    <br>    Printed Name
________________________<br>    Commerce ID

IN ORDER FOR THE ABOVE-REFERENCED OPTION(S) TO BE AWARDED, THIS AGREEMENT, SIGNED AND DATED, MUST BE RETURNED TO MOTOROLA SOLUTIONS c/o EXECUTIVE REWARDS NO LATER THAN [DATE].

3

Document

Exhibit 31.1

CERTIFICATION

I, Gregory Q. Brown, Chairman and Chief Executive Officer, Motorola Solutions, Inc., certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Motorola Solutions, 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: May 4, 2023

/s/ GREGORY Q. BROWN
Gregory Q. Brown
Chairman and Chief Executive Officer
Motorola Solutions, Inc.

Document

Exhibit 31.2

CERTIFICATION

I, Jason J. Winkler, Executive Vice President and Chief Financial Officer, Motorola Solutions, Inc., certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Motorola Solutions, 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: May 4, 2023

/s/ JASON J. WINKLER
Jason J. Winkler
Executive Vice President and Chief Financial Officer
Motorola Solutions, Inc.

Document

Exhibit 32.1

CERTIFICATION

I, Gregory Q. Brown, Chairman and Chief Executive Officer, Motorola Solutions, 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 quarterly report on Form 10-Q for the period ended April 1, 2023 (the “Quarterly Report”), which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of Motorola Solutions, Inc.

This certificate is being furnished solely for purposes of Section 906.

Dated: May 4, 2023

/s/ GREGORY Q. BROWN
Gregory Q. Brown
Chairman and Chief Executive Officer
Motorola Solutions, Inc.

Document

Exhibit 32.2

CERTIFICATION

I, Jason J. Winkler, Executive Vice President and Chief Financial Officer, Motorola Solutions, 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 quarterly report on Form 10-Q for the period ended April 1, 2023 (the “Quarterly Report”), which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of Motorola Solutions, Inc.

This certificate is being furnished solely for purposes of Section 906.

Dated: May 4, 2023

/s/ JASON J. WINKLER
Jason J. Winkler
Executive Vice President and Chief Financial Officer
Motorola Solutions, Inc.

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