x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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DELAWARE
(State of Incorporation)
|
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36-1115800
(I.R.S. Employer Identification No.)
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500 W. Monroe Street,
Chicago, Illinois
(Address of principal executive offices)
|
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60661
(Zip Code)
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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Emerging growth company
¨
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|
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(Do not check if a smaller reporting company)
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Class
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Number of Shares
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Common Stock; $.01 Par Value
|
|
162,135,260
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Page
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|
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Item 1 Financial Statements
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Condensed Consolidated Statements of Operations (Unaudited) for the Three Months Ended March 31, 2018 and April 1, 2017
|
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Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the Three Months Ended March 31, 2018 and April 1, 2017
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Condensed Consolidated Balance Sheets as of March 31, 2018 (Unaudited) and December 31, 2017
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Condensed Consolidated Statement of Stockholders’ Equity (Unaudited) for the Three Months Ended March 31, 2018
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Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2018 and April 1, 2017
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Notes to Condensed Consolidated Financial Statements (Unaudited)
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Item 4
Mine Safety Disclosures
|
|
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Three Months Ended
|
||||||
(In millions, except per share amounts)
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March 31,
2018 |
|
April 1,
2017 |
||||
Net sales from products
|
$
|
801
|
|
|
$
|
703
|
|
Net sales from services
|
667
|
|
|
578
|
|
||
Net sales
|
1,468
|
|
|
1,281
|
|
||
Costs of products sales
|
383
|
|
|
347
|
|
||
Costs of services sales
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416
|
|
|
364
|
|
||
Costs of sales
|
799
|
|
|
711
|
|
||
Gross margin
|
669
|
|
|
570
|
|
||
Selling, general and administrative expenses
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279
|
|
|
244
|
|
||
Research and development expenditures
|
152
|
|
|
135
|
|
||
Other charges
|
67
|
|
|
18
|
|
||
Operating earnings
|
171
|
|
|
173
|
|
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Other income (expense):
|
|
|
|
||||
Interest expense, net
|
(46
|
)
|
|
(51
|
)
|
||
Gains on sales of investments and businesses, net
|
11
|
|
|
3
|
|
||
Other
|
4
|
|
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(5
|
)
|
||
Total other expense
|
(31
|
)
|
|
(53
|
)
|
||
Net earnings before income taxes
|
140
|
|
|
120
|
|
||
Income tax expense
|
23
|
|
|
42
|
|
||
Net earnings
|
117
|
|
|
78
|
|
||
Less: Earnings attributable to noncontrolling interests
|
—
|
|
|
1
|
|
||
Net earnings attributable to Motorola Solutions, Inc.
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$
|
117
|
|
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$
|
77
|
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Earnings per common share:
|
|
|
|
||||
Basic
|
$
|
0.73
|
|
|
$
|
0.47
|
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Diluted
|
$
|
0.69
|
|
|
$
|
0.45
|
|
|
|
|
|
||||
Weighted average common shares outstanding:
|
|
|
|
||||
Basic
|
161.4
|
|
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164.2
|
|
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Diluted
|
170.6
|
|
|
169.9
|
|
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Dividends declared per share
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$
|
0.52
|
|
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$
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0.47
|
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Three Months Ended
|
||||||
(In millions)
|
March 31,
2018 |
|
April 1,
2017 |
||||
Net earnings
|
$
|
117
|
|
|
$
|
78
|
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Other comprehensive income (loss), net of tax (Note 3):
|
|
|
|
||||
Foreign currency translation adjustments
|
48
|
|
|
34
|
|
||
Marketable securities
|
(6
|
)
|
|
—
|
|
||
Defined benefit plans
|
12
|
|
|
19
|
|
||
Total other comprehensive income, net of tax
|
54
|
|
|
53
|
|
||
Comprehensive income
|
171
|
|
|
131
|
|
||
Less: Earnings attributable to noncontrolling interest
|
—
|
|
|
1
|
|
||
Comprehensive income attributable to Motorola Solutions, Inc. common shareholders
|
$
|
171
|
|
|
$
|
130
|
|
(In millions, except par value)
|
March 31,
2018 |
|
December 31,
2017 |
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|||||||
Cash and cash equivalents
|
$
|
795
|
|
|
$
|
1,205
|
|
Restricted cash
|
63
|
|
|
63
|
|
||
Total cash and cash equivalents
|
858
|
|
|
1,268
|
|
||
Accounts receivable, net
|
1,179
|
|
|
1,523
|
|
||
Contract assets
|
800
|
|
|
—
|
|
||
Inventories, net
|
441
|
|
|
327
|
|
||
Other current assets
|
343
|
|
|
832
|
|
||
Total current assets
|
3,621
|
|
|
3,950
|
|
||
Property, plant and equipment, net
|
900
|
|
|
856
|
|
||
Investments
|
174
|
|
|
247
|
|
||
Deferred income taxes
|
973
|
|
|
1,023
|
|
||
Goodwill
|
1,535
|
|
|
938
|
|
||
Intangible assets, net
|
1,436
|
|
|
861
|
|
||
Other assets
|
412
|
|
|
333
|
|
||
Total assets
|
$
|
9,051
|
|
|
$
|
8,208
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current portion of long-term debt
|
$
|
492
|
|
|
$
|
52
|
|
Accounts payable
|
463
|
|
|
593
|
|
||
Contract liabilities
|
1,069
|
|
|
—
|
|
||
Accrued liabilities
|
1,072
|
|
|
2,286
|
|
||
Total current liabilities
|
3,096
|
|
|
2,931
|
|
||
Long-term debt
|
5,304
|
|
|
4,419
|
|
||
Other liabilities
|
2,190
|
|
|
2,585
|
|
||
Stockholders’ Equity
|
|
|
|
||||
Preferred stock, $100 par value
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value:
|
2
|
|
|
2
|
|
||
Authorized shares: 600.0
|
|
|
|
||||
Issued shares: 3/31/18—162.7; 12/31/17—161.6
|
|
|
|
||||
Outstanding shares: 3/31/18—162.1; 12/31/17—161.2
|
|
|
|
||||
Additional paid-in capital
|
421
|
|
|
351
|
|
||
Retained earnings
|
531
|
|
|
467
|
|
||
Accumulated other comprehensive loss
|
(2,508
|
)
|
|
(2,562
|
)
|
||
Total Motorola Solutions, Inc. stockholders’ equity (deficit)
|
(1,554
|
)
|
|
(1,742
|
)
|
||
Noncontrolling interests
|
15
|
|
|
15
|
|
||
Total stockholders’ equity (deficit)
|
(1,539
|
)
|
|
(1,727
|
)
|
||
Total liabilities and stockholders’ equity
|
$
|
9,051
|
|
|
$
|
8,208
|
|
(In millions)
|
Shares
|
|
Common Stock and Additional Paid-in Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Retained
Earnings |
|
Noncontrolling
Interests |
|||||||||
Balance as of December 31, 2017
|
161.6
|
|
|
$
|
353
|
|
|
$
|
(2,562
|
)
|
|
$
|
467
|
|
|
$
|
15
|
|
Net earnings
|
|
|
|
|
|
|
|
|
|
117
|
|
|
|
|
||||
Other comprehensive income
|
|
|
|
|
|
|
54
|
|
|
|
|
|
|
|
||||
Issuance of common stock and stock options exercised
|
1.7
|
|
|
53
|
|
|
|
|
|
|
|
|
|
|
||||
Share repurchase program
|
(0.6
|
)
|
|
|
|
|
|
|
|
(66
|
)
|
|
|
|
||||
Share-based compensation expense
|
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
||||
ASU 2016-16 Modified Retrospective Adoption
|
|
|
|
|
|
|
(30
|
)
|
|
|
||||||||
ASU 2014-09 Modified Retrospective Adoption
|
|
|
|
|
|
|
127
|
|
|
|
||||||||
Dividends declared
|
|
|
|
|
|
|
|
|
|
(84
|
)
|
|
|
|
||||
Balance as of March 31, 2018
|
162.7
|
|
|
$
|
423
|
|
|
$
|
(2,508
|
)
|
|
$
|
531
|
|
|
$
|
15
|
|
|
Three Months Ended
|
||||||
(In millions)
|
March 31,
2018 |
|
April 1,
2017 |
||||
Operating
|
|
|
|
||||
Net earnings attributable to Motorola Solutions, Inc.
|
$
|
117
|
|
|
$
|
77
|
|
Earnings attributable to noncontrolling interests
|
—
|
|
|
1
|
|
||
Net earnings
|
117
|
|
|
78
|
|
||
Adjustments to reconcile Net earnings to Net cash provided by (used for) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
82
|
|
|
80
|
|
||
Non-cash other charges
|
3
|
|
|
15
|
|
||
Non-U.S. pension settlement loss
|
—
|
|
|
9
|
|
||
Share-based compensation expense
|
17
|
|
|
17
|
|
||
Gains on sales of investments and businesses, net
|
(11
|
)
|
|
(3
|
)
|
||
Deferred income taxes
|
7
|
|
|
23
|
|
||
Changes in assets and liabilities, net of effects of acquisitions, dispositions, and foreign currency translation adjustments:
|
|
|
|
||||
Accounts receivable, contract assets and contract liabilities
|
195
|
|
|
368
|
|
||
Inventories
|
(9
|
)
|
|
(69
|
)
|
||
Other current assets
|
2
|
|
|
(59
|
)
|
||
Accounts payable and accrued liabilities
|
(350
|
)
|
|
(307
|
)
|
||
Other assets and liabilities
|
(553
|
)
|
|
(10
|
)
|
||
Net cash provided by (used for) operating activities
|
(500
|
)
|
|
142
|
|
||
Investing
|
|
|
|
||||
Acquisitions and investments, net
|
(1,125
|
)
|
|
(106
|
)
|
||
Proceeds from sales of investments and businesses, net
|
77
|
|
|
53
|
|
||
Capital expenditures
|
(41
|
)
|
|
(68
|
)
|
||
Net cash used for investing activities
|
(1,089
|
)
|
|
(121
|
)
|
||
Financing
|
|
|
|
||||
Repayment of debt
|
(50
|
)
|
|
(1
|
)
|
||
Net proceeds from issuance of debt
|
1,296
|
|
|
—
|
|
||
Issuance of common stock
|
53
|
|
|
22
|
|
||
Purchase of common stock
|
(66
|
)
|
|
(178
|
)
|
||
Payment of dividends
|
(84
|
)
|
|
(77
|
)
|
||
Net cash provided by (used for) financing activities
|
1,149
|
|
|
(234
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
30
|
|
|
12
|
|
||
Net decrease in cash and cash equivalents
|
(410
|
)
|
|
(201
|
)
|
||
Cash and cash equivalents, beginning of period
|
1,268
|
|
|
1,030
|
|
||
Cash and cash equivalents, end of period
|
$
|
858
|
|
|
$
|
829
|
|
Supplemental Cash Flow Information
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest, net
|
$
|
55
|
|
|
$
|
54
|
|
Income and withholding taxes, net of refunds
|
36
|
|
|
21
|
|
1.
|
Basis of Presentation
|
(In millions)
|
December 31,
2017 |
|
Reclassification of Contract Assets
|
|
Reclassification of Non-customer receivables
|
|
Reclassification of Contract Liabilities
|
|
Impact of Adoption on Open Contracts
|
|
January 1,
2018 |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
||||||||||||
ASSETS
|
|||||||||||||||||||||||
Accounts receivable, net
|
$
|
1,523
|
|
|
$
|
(297
|
)
|
|
$
|
(24
|
)
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
1,198
|
|
Contract assets
|
—
|
|
|
846
|
|
|
—
|
|
|
—
|
|
|
85
|
|
|
931
|
|
||||||
Inventories, net
|
327
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
328
|
|
||||||
Other current assets
|
832
|
|
|
(549
|
)
|
|
24
|
|
|
—
|
|
|
(23
|
)
|
|
284
|
|
||||||
Deferred income taxes
|
1,023
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
982
|
|
||||||
Other assets
|
333
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85
|
|
|
418
|
|
||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||||||||||||||||||
Contract liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,099
|
|
|
$
|
(17
|
)
|
|
$
|
1,082
|
|
Accrued liabilities
|
2,286
|
|
|
—
|
|
|
—
|
|
|
(1,099
|
)
|
|
—
|
|
|
1,187
|
|
||||||
Other liabilities
|
2,585
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
2,578
|
|
||||||
Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retained earnings
|
467
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
127
|
|
|
594
|
|
(In millions)
|
March 31,
2018 |
|
Adjustments due to ASC 606
|
|
March 31, 2018 Balances Under ASC 605
|
||||||
Net sales
|
$
|
1,468
|
|
|
$
|
(15
|
)
|
|
$
|
1,453
|
|
Gross margin
|
669
|
|
|
(15
|
)
|
|
654
|
|
|||
Selling, general and administrative expenses
|
279
|
|
|
(13
|
)
|
|
266
|
|
|||
Operating Earnings
|
171
|
|
|
(2
|
)
|
|
169
|
|
|||
Net earnings before income taxes
|
140
|
|
|
(2
|
)
|
|
138
|
|
|||
Net earnings attributable to Motorola Solutions Inc.
|
$
|
117
|
|
|
$
|
(2
|
)
|
|
$
|
115
|
|
(In millions)
|
March 31,
2018 |
|
Adjustments due to ASC 606
|
|
March 31, 2018 Balances Under ASC 605
|
||||||
|
|||||||||||
Accounts receivable, net
|
$
|
1,179
|
|
|
$
|
222
|
|
|
$
|
1,401
|
|
Contract assets
|
800
|
|
|
(800
|
)
|
|
—
|
|
|||
Other current assets
|
343
|
|
|
520
|
|
|
863
|
|
|||
Deferred income taxes
|
973
|
|
|
41
|
|
|
1,014
|
|
|||
Other assets
|
412
|
|
|
(86
|
)
|
|
326
|
|
|||
|
|||||||||||
Contract liabilities
|
$
|
1,069
|
|
|
$
|
(1,069
|
)
|
|
$
|
—
|
|
Accrued liabilities
|
1,072
|
|
|
1,086
|
|
|
2,158
|
|
|||
Other liabilities
|
2,190
|
|
|
9
|
|
|
2,199
|
|
|||
Stockholders’ Equity
|
|
|
|
|
|
||||||
Retained earnings
|
531
|
|
|
(129
|
)
|
|
402
|
|
(in millions)
|
Products
|
|
Services
|
||||
Regions
|
|
|
|
||||
Americas
|
$
|
599
|
|
|
$
|
396
|
|
EMEA
|
118
|
|
|
220
|
|
||
AP
|
84
|
|
|
51
|
|
||
Total
|
$
|
801
|
|
|
$
|
667
|
|
|
|
|
|
||||
Major Products and Services
|
|
|
|
||||
Systems and Integration
|
$
|
182
|
|
|
$
|
168
|
|
Devices
|
619
|
|
|
—
|
|
||
Managed & Support Services
|
—
|
|
|
499
|
|
||
Total
|
$
|
801
|
|
|
$
|
667
|
|
|
|
|
|
||||
Customer Type
|
|
|
|
||||
Direct
|
$
|
466
|
|
|
$
|
657
|
|
Indirect
|
335
|
|
|
10
|
|
||
Total
|
$
|
801
|
|
|
$
|
667
|
|
(in millions)
|
January 1, 2018
|
|
|
March 31, 2018
|
|
||
Receivables
|
$
|
1,198
|
|
|
$
|
1,179
|
|
Contract assets
|
931
|
|
|
800
|
|
||
Contract liabilities
|
1,082
|
|
|
1,069
|
|
||
Non-current contract liabilities
|
162
|
|
|
167
|
|
(in millions)
|
January 1, 2018
|
|
|
March 31, 2018
|
|
||
Current contract cost assets
|
$
|
62
|
|
|
$
|
62
|
|
Non-current contract cost assets
|
85
|
|
|
92
|
|
|
Three Months Ended
|
||||||
|
March 31,
2018 |
|
April 1,
2017 |
||||
Other charges:
|
|
|
|
||||
Intangibles amortization (Note 14)
|
$
|
41
|
|
|
$
|
36
|
|
Reorganization of business (Note 13)
|
8
|
|
|
15
|
|
||
Building impairment
|
—
|
|
|
8
|
|
||
Loss on legal settlements
|
1
|
|
|
—
|
|
||
Gain on recovery of financial receivables
|
—
|
|
|
(42
|
)
|
||
Acquisition-related transaction fees
|
17
|
|
|
1
|
|
||
|
$
|
67
|
|
|
$
|
18
|
|
|
Three Months Ended
|
||||||
|
March 31,
2018 |
|
April 1,
2017 |
||||
Interest income (expense), net:
|
|
|
|
||||
Interest expense
|
$
|
(54
|
)
|
|
$
|
(54
|
)
|
Interest income
|
8
|
|
|
3
|
|
||
|
$
|
(46
|
)
|
|
$
|
(51
|
)
|
Other:
|
|
|
|
||||
Net periodic postretirement benefit (Note 7)
|
$
|
20
|
|
|
$
|
12
|
|
Non-U.S. pension settlement loss (Note 7)
|
—
|
|
|
(9
|
)
|
||
Foreign currency loss
|
(11
|
)
|
|
(2
|
)
|
||
Loss on derivative instruments
|
(4
|
)
|
|
(7
|
)
|
||
Gains (losses) on equity method investments
|
1
|
|
|
(1
|
)
|
||
Other
|
(2
|
)
|
|
2
|
|
||
|
$
|
4
|
|
|
$
|
(5
|
)
|
|
Amounts attributable to Motorola Solutions, Inc. common stockholders
|
||||||
|
Three Months Ended
|
||||||
|
March 31,
2018 |
|
April 1,
2017 |
||||
Basic earnings per common share:
|
|
|
|
||||
Earnings
|
$
|
117
|
|
|
$
|
77
|
|
Weighted average common shares outstanding
|
161.4
|
|
|
164.2
|
|
||
Per share amount
|
$
|
0.73
|
|
|
$
|
0.47
|
|
Diluted earnings per common share:
|
|
|
|
||||
Earnings
|
$
|
117
|
|
|
$
|
77
|
|
Weighted average common shares outstanding
|
161.4
|
|
|
164.2
|
|
||
Add effect of dilutive securities:
|
|
|
|
||||
Share-based awards
|
4.2
|
|
|
3.3
|
|
||
Senior Convertible Notes
|
5.0
|
|
|
2.4
|
|
||
Diluted weighted average common shares outstanding
|
170.6
|
|
|
169.9
|
|
||
Per share amount
|
$
|
0.69
|
|
|
$
|
0.45
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
Accounts receivable
|
$
|
1,227
|
|
|
$
|
1,568
|
|
Less allowance for doubtful accounts
|
(48
|
)
|
|
(45
|
)
|
||
|
$
|
1,179
|
|
|
$
|
1,523
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
Finished goods
|
$
|
233
|
|
|
$
|
178
|
|
Work-in-process and production materials
|
342
|
|
|
282
|
|
||
|
575
|
|
|
460
|
|
||
Less inventory reserves
|
(134
|
)
|
|
(133
|
)
|
||
|
$
|
441
|
|
|
$
|
327
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
Costs and earnings in excess of billings (Note 1)
|
$
|
—
|
|
|
$
|
549
|
|
Current contract cost assets (Note 2)
|
62
|
|
|
62
|
|
||
Tax-related refunds receivable
|
95
|
|
|
90
|
|
||
Other
|
186
|
|
|
131
|
|
||
|
$
|
343
|
|
|
$
|
832
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
Land
|
$
|
11
|
|
|
$
|
11
|
|
Building
|
348
|
|
|
316
|
|
||
Machinery and equipment
|
2,187
|
|
|
2,122
|
|
||
|
2,546
|
|
|
2,449
|
|
||
Less accumulated depreciation
|
(1,646
|
)
|
|
(1,593
|
)
|
||
|
$
|
900
|
|
|
$
|
856
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Corporate bonds
|
$
|
2
|
|
|
$
|
2
|
|
Common stock
|
—
|
|
|
13
|
|
||
|
2
|
|
|
15
|
|
||
Strategic investments, at cost
|
66
|
|
|
78
|
|
||
Company owned life insurance policies
|
95
|
|
|
141
|
|
||
Equity method investments
|
9
|
|
|
13
|
|
||
Other investments
|
2
|
|
|
—
|
|
||
|
$
|
174
|
|
|
$
|
247
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
Defined benefit plan assets
|
151
|
|
|
133
|
|
||
Tax receivable
|
101
|
|
|
101
|
|
||
Non-current contract cost assets (Note 2)
|
92
|
|
|
—
|
|
||
Other
|
68
|
|
|
99
|
|
||
|
$
|
412
|
|
|
$
|
333
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
Deferred revenue (Note 1)
|
$
|
—
|
|
|
$
|
613
|
|
Compensation
|
213
|
|
|
273
|
|
||
Billings in excess of costs and earnings (Note 1)
|
—
|
|
|
428
|
|
||
Tax liabilities
|
67
|
|
|
107
|
|
||
Deferred consideration on Airwave acquisition
|
88
|
|
|
83
|
|
||
Dividend payable
|
84
|
|
|
84
|
|
||
Trade liabilities
|
138
|
|
|
151
|
|
||
Departmental accruals
|
67
|
|
|
54
|
|
||
Other
|
415
|
|
|
493
|
|
||
|
$
|
1,072
|
|
|
$
|
2,286
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
Defined benefit plans
|
$
|
1,507
|
|
|
$
|
2,019
|
|
Non-current contract liabilities (Note 2)
|
167
|
|
|
—
|
|
||
Deferred revenue (Note 1)
|
—
|
|
|
169
|
|
||
Unrecognized tax benefits
|
53
|
|
|
54
|
|
||
Deferred income taxes
|
248
|
|
|
115
|
|
||
Other
|
215
|
|
|
228
|
|
||
|
$
|
2,190
|
|
|
$
|
2,585
|
|
|
Three Months Ended
|
||||||
|
March 31,
2018 |
|
April 1,
2017 |
||||
Foreign Currency Translation Adjustments:
|
|
|
|
||||
Balance at beginning of period
|
$
|
(353
|
)
|
|
$
|
(494
|
)
|
Other comprehensive income before reclassification adjustment
|
51
|
|
|
37
|
|
||
Tax expense
|
(3
|
)
|
|
(3
|
)
|
||
Other comprehensive income, net of tax
|
48
|
|
|
34
|
|
||
Balance at end of period
|
$
|
(305
|
)
|
|
$
|
(460
|
)
|
Available-for-Sale Securities:
|
|
|
|
||||
Balance at beginning of period
|
$
|
6
|
|
|
$
|
—
|
|
Reclassification adjustment into Gains on sales of investments and businesses, net
|
(8
|
)
|
|
—
|
|
||
Tax expense
|
2
|
|
|
—
|
|
||
Other comprehensive loss, net of tax
|
(6
|
)
|
|
—
|
|
||
Balance at end of period
|
$
|
—
|
|
|
$
|
—
|
|
Defined Benefit Plans:
|
|
|
|
||||
Balance at beginning of period
|
$
|
(2,215
|
)
|
|
$
|
(1,823
|
)
|
Reclassification adjustment - Actuarial net losses into Other income (expense)
|
18
|
|
|
16
|
|
||
Reclassification adjustment - Prior service benefits into Other income (expense)
|
(4
|
)
|
|
(4
|
)
|
||
Reclassification adjustment - Non-U.S. pension settlement loss into Other income (expense)
|
—
|
|
|
9
|
|
||
Tax benefit
|
(2
|
)
|
|
(2
|
)
|
||
Other comprehensive income, net of tax
|
12
|
|
|
19
|
|
||
Balance at end of period
|
$
|
(2,203
|
)
|
|
$
|
(1,804
|
)
|
Total Accumulated other comprehensive loss
|
$
|
(2,508
|
)
|
|
$
|
(2,264
|
)
|
|
Notional Amount
|
||||||
Net Buy (Sell) by Currency
|
March 31,
2018 |
|
December 31,
2017 |
||||
Euro
|
$
|
238
|
|
|
$
|
149
|
|
British Pound
|
103
|
|
|
72
|
|
||
Chinese Renminbi
|
(72
|
)
|
|
(73
|
)
|
||
Brazilian Real
|
(45
|
)
|
|
(45
|
)
|
||
Australian Dollar
|
(42
|
)
|
|
(64
|
)
|
|
Fair Values of Derivative Instruments
|
||||||||||
|
Assets
|
|
Liabilities
|
||||||||
March 31, 2018
|
Fair
Value
|
|
Balance
Sheet
Location
|
|
Fair
Value
|
|
Balance
Sheet
Location
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
$
|
—
|
|
|
Other assets
|
|
$
|
7
|
|
|
Other liabilities
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
$
|
4
|
|
|
Other current assets
|
|
$
|
18
|
|
|
Accrued liabilities
|
Total derivatives
|
$
|
4
|
|
|
|
|
$
|
25
|
|
|
|
|
Fair Values of Derivative Instruments
|
||||||||||
|
Assets
|
|
Liabilities
|
||||||||
December 31, 2017
|
Fair
Value
|
|
Balance
Sheet
Location
|
|
Fair
Value
|
|
Balance
Sheet
Location
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
$
|
—
|
|
|
Other assets
|
|
$
|
3
|
|
|
Other liabilities
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
$
|
5
|
|
|
Other current assets
|
|
$
|
2
|
|
|
Accrued liabilities
|
Total derivatives
|
$
|
5
|
|
|
|
|
$
|
5
|
|
|
|
|
Three Months Ended
|
|
Balance Sheet
Location
|
||||||
Loss on Derivative Instruments
|
March 31, 2018
|
|
April 1, 2017
|
|
|||||
Foreign exchange contracts
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
Other comprehensive income (loss)
|
|
Three Months Ended
|
|
Statements of
Operations Location
|
||||
Loss on Derivative Instruments
|
March 31,
2018 |
|
April 1,
2017 |
|
|||
Foreign exchange contracts
|
(4
|
)
|
|
(7
|
)
|
|
Other income (expense)
|
|
Three Months Ended
|
||||||
|
March 31,
2018 |
|
April 1,
2017 |
||||
Net earnings before income taxes
|
$
|
140
|
|
|
$
|
120
|
|
Income tax expense
|
23
|
|
|
42
|
|
||
Effective tax rate
|
16
|
%
|
|
35
|
%
|
|
U.S. Pension Benefit Plans
|
|
Non-U.S. Pension Benefit Plans
|
|
Postretirement Health Care Benefits Plan
|
||||||||||||||||||
Three Months Ended
|
March 31, 2018
|
|
April 1, 2017
|
|
March 31, 2018
|
|
April 1, 2017
|
|
March 31, 2018
|
|
April 1, 2017
|
||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
46
|
|
|
46
|
|
|
10
|
|
|
10
|
|
|
1
|
|
|
1
|
|
||||||
Expected return on plan assets
|
(68
|
)
|
|
(58
|
)
|
|
(24
|
)
|
|
(23
|
)
|
|
(3
|
)
|
|
(3
|
)
|
||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrecognized net loss
|
14
|
|
|
11
|
|
|
3
|
|
|
4
|
|
|
1
|
|
|
1
|
|
||||||
Unrecognized prior service benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
||||||
Settlement loss
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic pension cost (benefit)
|
$
|
(8
|
)
|
|
$
|
(1
|
)
|
|
$
|
(10
|
)
|
|
$
|
1
|
|
|
$
|
(5
|
)
|
|
$
|
(5
|
)
|
|
Three Months Ended
|
||||||
|
March 31,
2018 |
|
April 1,
2017 |
||||
Share-based compensation expense included in:
|
|
|
|
||||
Costs of sales
|
$
|
2
|
|
|
$
|
2
|
|
Selling, general and administrative expenses
|
11
|
|
|
11
|
|
||
Research and development expenditures
|
4
|
|
|
4
|
|
||
Share-based compensation expense included in Operating earnings
|
17
|
|
|
17
|
|
||
Tax benefit
|
4
|
|
|
6
|
|
||
Share-based compensation expense, net of tax
|
$
|
13
|
|
|
$
|
11
|
|
Decrease in basic earnings per share
|
$
|
(0.08
|
)
|
|
$
|
(0.07
|
)
|
Decrease in diluted earnings per share
|
$
|
(0.08
|
)
|
|
$
|
(0.06
|
)
|
March 31, 2018
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Assets:
|
|
|
|
|
|
||||||
Foreign exchange derivative contracts
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
4
|
|
Available-for-sale securities:
|
|
|
|
|
|
||||||
Corporate bonds
|
—
|
|
|
2
|
|
|
2
|
|
|||
Liabilities:
|
|
|
|
|
|
||||||
Foreign exchange derivative contracts
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
25
|
|
December 31, 2017
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Assets:
|
|
|
|
|
|
||||||
Foreign exchange derivative contracts
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
5
|
|
Available-for-sale securities:
|
|
|
|
|
|
||||||
Corporate bonds
|
—
|
|
|
2
|
|
|
2
|
|
|||
Common stock
|
13
|
|
|
—
|
|
|
13
|
|
|||
Liabilities:
|
|
|
|
|
|
||||||
Foreign exchange derivative contracts
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
Long-term receivables
|
$
|
32
|
|
|
$
|
37
|
|
Less current portion
|
(18
|
)
|
|
(18
|
)
|
||
Non-current long-term receivables
|
$
|
14
|
|
|
$
|
19
|
|
|
Three Months Ended
|
||||||
|
March 31,
2018 |
|
April 1,
2017 |
||||
Accounts receivable sales proceeds
|
$
|
55
|
|
|
$
|
19
|
|
Long-term receivables sales proceeds
|
13
|
|
|
46
|
|
||
Total proceeds from receivable sales
|
$
|
68
|
|
|
$
|
65
|
|
March 31, 2018
|
Total
Long-term
Receivable
|
|
Current Billed
Due
|
|
Past Due Under 90 Days
|
|
Past Due Over 90 Days
|
||||||||
Municipal leases secured tax exempt
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
2
|
|
Commercial loans and leases secured
|
12
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Long-term receivables, including current portion
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
4
|
|
December 31, 2017
|
Total
Long-term
Receivable
|
|
Current Billed
Due
|
|
Past Due Under 90 Days
|
|
Past Due Over 90 Days
|
||||||||
Municipal leases secured tax exempt
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
2
|
|
Commercial loans and leases secured
|
16
|
|
|
1
|
|
|
3
|
|
|
1
|
|
||||
Long-term receivables, including current portion
|
$
|
37
|
|
|
$
|
1
|
|
|
$
|
4
|
|
|
$
|
3
|
|
|
Three Months Ended
|
||||||
|
March 31,
2018 |
|
April 1,
2017 |
||||
Products
|
$
|
89
|
|
|
$
|
88
|
|
Services
|
82
|
|
|
85
|
|
||
Operating earnings
|
171
|
|
|
173
|
|
||
Total other expense
|
(31
|
)
|
|
(53
|
)
|
||
Earnings before income taxes
|
$
|
140
|
|
|
$
|
120
|
|
|
January 1, 2018
|
|
Additional
Charges
|
|
Adjustments
|
|
Amount
Used
|
|
March 31, 2018
|
||||||||||
Exit costs
|
$
|
9
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
9
|
|
Employee separation costs
|
41
|
|
|
22
|
|
|
(11
|
)
|
|
(13
|
)
|
|
39
|
|
|||||
|
$
|
50
|
|
|
$
|
24
|
|
|
$
|
(11
|
)
|
|
$
|
(15
|
)
|
|
$
|
48
|
|
Accounts receivable, net
|
|
$
|
67
|
|
Inventory
|
|
93
|
|
|
Other current assets
|
|
24
|
|
|
Property, plant and equipment, net
|
|
23
|
|
|
Deferred income taxes
|
|
4
|
|
|
Accounts payable
|
|
(21
|
)
|
|
Accrued liabilities
|
|
(26
|
)
|
|
Deferred income tax liabilities
|
|
(131
|
)
|
|
Goodwill
|
|
433
|
|
|
Intangible assets
|
|
508
|
|
|
Total consideration
|
|
$
|
974
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Completed technology
|
$
|
555
|
|
|
$
|
59
|
|
|
$
|
148
|
|
|
$
|
55
|
|
Patents
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
||||
Customer-related
|
1,178
|
|
|
289
|
|
|
977
|
|
|
242
|
|
||||
Other intangibles
|
77
|
|
|
26
|
|
|
56
|
|
|
23
|
|
||||
|
$
|
1,812
|
|
|
$
|
376
|
|
|
$
|
1,183
|
|
|
$
|
322
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
||||||||
Products
|
$
|
681
|
|
|
$
|
80
|
|
|
$
|
173
|
|
|
$
|
76
|
|
Services
|
1,131
|
|
|
296
|
|
|
1,010
|
|
|
246
|
|
||||
|
$
|
1,812
|
|
|
$
|
376
|
|
|
$
|
1,183
|
|
|
$
|
322
|
|
|
Products
|
|
Services
|
|
Total
|
||||||
Balance as of January 1, 2018
|
$
|
316
|
|
|
$
|
622
|
|
|
$
|
938
|
|
Goodwill acquired
|
433
|
|
|
157
|
|
|
590
|
|
|||
Purchase accounting adjustments
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|||
Foreign currency
|
—
|
|
|
9
|
|
|
9
|
|
|||
Balance as of March 31, 2018
|
$
|
749
|
|
|
$
|
786
|
|
|
$
|
1,535
|
|
•
|
Net sales were
$1.5 billion
in the
first
quarter of
2018
,
up
$187 million
, or
15%
, from the
first
quarter of
2017
.
|
•
|
We generated operating earnings of
$171 million
, or
12%
of net sales, in the
first
quarter of
2018
, compared to
$173 million
, or
14%
of net sales, in the
first
quarter of
2017
.
|
•
|
We had net earnings attributable to Motorola Solutions, Inc. of
$117 million
, or
$0.69
per diluted common share, in the
first
quarter of
2018
, compared to
$77 million
, or
$0.45
per diluted common share, in the
first
quarter of
2017
.
|
•
|
We used net cash for operating activities of
$500 million
during the
first quarter
of
2018
, primarily driven by the $500 million contribution to our U.S. pension plan, compared to
$142 million
of net cash generated in the
first quarter
of
2017
.
|
•
|
We returned
$150 million
in capital to shareholders through dividends and share repurchases during the
first quarter
of
2018
.
|
•
|
Products:
Net sales were
$801 million
in the
first
quarter of
2018
,
an increase
of
$98 million
, or
14%
compared to net sales of
$703 million
during the
first
quarter of
2017
. On a geographic basis, net sales
increased
in every region, compared to the year-ago quarter.
|
•
|
Services:
Net sales were
$667 million
in the
first
quarter of
2018
,
an increase
of
$89 million
, or
15%
compared to net sales of
$578 million
in the
first
quarter of
2017
. On a geographic basis, net sales
increased
in every region, compared to the year-ago quarter.
|
|
Three Months Ended
|
||||||||||||
(Dollars in millions, except per share amounts)
|
March 31, 2018
|
|
% of
Sales* |
|
April 1, 2017
|
|
% of
Sales* |
||||||
Net sales from products
|
$
|
801
|
|
|
|
|
$
|
703
|
|
|
|
||
Net sales from services
|
667
|
|
|
|
|
578
|
|
|
|
||||
Net sales
|
1,468
|
|
|
|
|
1,281
|
|
|
|
||||
Costs of products sales
|
383
|
|
|
47.8
|
%
|
|
347
|
|
|
49.4
|
%
|
||
Costs of services sales
|
416
|
|
|
62.4
|
%
|
|
364
|
|
|
63.0
|
%
|
||
Costs of sales
|
799
|
|
|
|
|
711
|
|
|
|
||||
Gross margin
|
669
|
|
|
45.6
|
%
|
|
570
|
|
|
44.5
|
%
|
||
Selling, general and administrative expenses
|
279
|
|
|
19.0
|
%
|
|
244
|
|
|
19.0
|
%
|
||
Research and development expenditures
|
152
|
|
|
10.4
|
%
|
|
135
|
|
|
10.5
|
%
|
||
Other charges
|
67
|
|
|
4.6
|
%
|
|
18
|
|
|
1.4
|
%
|
||
Operating earnings
|
171
|
|
|
11.6
|
%
|
|
173
|
|
|
13.5
|
%
|
||
Other income (expense):
|
|
|
|
|
|
|
|
||||||
Interest expense, net
|
(46
|
)
|
|
(3.1
|
)%
|
|
(51
|
)
|
|
(4.0
|
)%
|
||
Gains on sales of investments and businesses, net
|
11
|
|
|
0.7
|
%
|
|
3
|
|
|
0.2
|
%
|
||
Other
|
4
|
|
|
0.3
|
%
|
|
(5
|
)
|
|
(0.4
|
)%
|
||
Total other expense
|
(31
|
)
|
|
(2.1
|
)%
|
|
(53
|
)
|
|
(4.1
|
)%
|
||
Earnings before income taxes
|
140
|
|
|
9.5
|
%
|
|
120
|
|
|
9.4
|
%
|
||
Income tax expense
|
23
|
|
|
1.6
|
%
|
|
42
|
|
|
3.3
|
%
|
||
Net earnings
|
117
|
|
|
8.0
|
%
|
|
78
|
|
|
6.1
|
%
|
||
Less: Earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
%
|
|
1
|
|
|
0.1
|
%
|
||
Net earnings attributable to Motorola Solutions, Inc.
|
$
|
117
|
|
|
8.0
|
%
|
|
$
|
77
|
|
|
6.0
|
%
|
Earnings per diluted common share
|
$
|
0.69
|
|
|
|
|
|
$
|
0.45
|
|
|
|
|
|
Three Months Ended
|
|
|
|||||||
|
March 31,
2018 |
|
April 1,
2017 |
|
% Change
|
|||||
Segment net sales
|
$
|
801
|
|
|
$
|
703
|
|
|
14
|
%
|
Operating earnings
|
89
|
|
|
88
|
|
|
1
|
%
|
|
Three Months Ended
|
|
|
|||||||
|
March 31,
2018 |
|
April 1,
2017 |
|
% Change
|
|||||
Segment net sales
|
$
|
667
|
|
|
$
|
578
|
|
|
15
|
%
|
Operating earnings
|
82
|
|
|
85
|
|
|
(4
|
)%
|
|
Three Months Ended
|
||||||
|
March 31, 2018
|
|
April 1, 2017
|
||||
Accounts receivable sales proceeds
|
$
|
55
|
|
|
$
|
19
|
|
Long-term receivables sales proceeds
|
13
|
|
|
46
|
|
||
Total proceeds from sales of accounts receivable
|
$
|
68
|
|
|
$
|
65
|
|
|
Notional Amount
|
||||||
Net Buy (Sell) by Currency
|
March 31,
2018 |
|
December 31,
2017 |
||||
Euro
|
$
|
238
|
|
|
$
|
149
|
|
British Pound
|
103
|
|
|
72
|
|
||
Chinese Renminbi
|
(72
|
)
|
|
(73
|
)
|
||
Brazilian Real
|
(45
|
)
|
|
(45
|
)
|
||
Australian Dollar
|
(42
|
)
|
|
(64
|
)
|
Period
|
(a) Total Number
of Shares
Purchased
|
|
(b) Average Price
Paid per
Share
(1)
|
|
(c) Total Number
of Shares Purchased
as Part of Publicly
Announced Plans
or Program
(2)
|
|
(d) Approximate Dollar
Value of Shares that
May Yet Be Purchased
Under the Plans or
Program
(2)
|
||||||
12/28/17 to 1/24/18
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
1,708,468,411
|
|
1/25/18 to 2/21/18
|
579,812
|
|
|
$
|
101.02
|
|
|
579,812
|
|
|
$
|
1,649,895,859
|
|
2/22/18 to 3/28/18
|
68,943
|
|
|
$
|
105.92
|
|
|
68,943
|
|
|
$
|
1,642,593,206
|
|
Total
|
648,755
|
|
|
$
|
101.54
|
|
|
648,755
|
|
|
|
(1)
|
Average price paid per share of common stock repurchased is the execution price, including commissions paid to brokers.
|
(2)
|
Through a series of actions, the Board of Directors has authorized the Company to repurchase an aggregate amount of up to
$14.0 billion
of its outstanding shares of common stock (the “share repurchase program”). The share repurchase program does not have an expiration date. As of
March 31, 2018
, the Company had used approximately
$12.4 billion
, including transaction costs, to repurchase shares, leaving
$1.6 billion
of authority available for future repurchases.
|
Exhibit No.
|
|
Exhibit
|
|
Arrangement Agreement, dated February 1, 2018, between Motorola Solutions, Inc., Motorola Solutions Canada Holdings Inc. and Avigilon Corporation (incorporated by reference to Exhibit 2.1 to Motorola Solutions’ Current Report on Form 8-K filed on March 28, 2018 (File 1-17221)).
|
|
|
2018-2020 Performance Measures under the Motorola Solutions Long Range Incentive Plan (LRIP), as approved on February 15, 2018.
|
|
|
Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2015 for grants to Appointed Vice Presidents and Elected Officers on or after March 8, 2018.
|
|
|
Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2015 for grants to Employees on or after March 8, 2018.
|
|
|
Form of Motorola Solutions, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options relating to the Motorola Solutions Omnibus Incentive Plan of 2015 for grants on or after March 8, 2018.
|
|
|
Certification of Gregory Q. Brown pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
Certification of Gino A. Bonanotte pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
Certification of Gregory Q. Brown pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
Certification of Gino A. Bonanotte pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Scheme Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed 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. ©2018 Motorola Solutions, Inc. All rights reserved.
|
|
MOTOROLA SOLUTIONS, INC.
|
||
|
|
|
|
|
By:
|
|
/
S
/ J
OHN
K. W
OZNIAK
|
|
|
|
John K. Wozniak
Corporate Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
|
Exhibit No.
|
|
Exhibit
|
2.1
|
|
Arrangement Agreement, dated February 1, 2018, between Motorola Solutions, Inc., Motorola Solutions Canada Holdings Inc. and Avigilon Corporation (incorporated by reference to Exhibit 2.1 to Motorola Solutions’ Current Report on Form 8-K filed on March 28, 2018 (File 1-17221)).
|
*10.1
|
|
2018-2020 Performance Measures under the Motorola Solutions Long Range Incentive Plan (LRIP), as approved on February 15, 2018.
|
*10.2
|
|
Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2015 for grants to Appointed Vice Presidents and Elected Officers on or after March 8, 2018.
|
*10.3
|
|
Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2015 for grants to Employees on or after March 8, 2018.
|
*10.4
|
|
Form of Motorola Solutions, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options relating to the Motorola Solutions Omnibus Incentive Plan of 2015 for grants on or after March 8, 2018.
|
*31.1
|
|
Certification of Gregory Q. Brown pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
*31.2
|
|
Certification of Gino A. Bonanotte 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 Gino A. Bonanotte pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Scheme Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith
|
Design Feature
|
2018-2020 LRIP
|
|||
Performance Cycle
|
Three years from January 1, 2018 through December 31, 2020
|
|||
Eligible Population
|
Corporate Vice Presidents and above
|
|||
Performance Criteria
|
Relative Total Shareholder Return (TSR)
TSR Defined as:
Ending stock price
(Daily average during the final three months of the Performance Cycle)
+
Value of reinvested dividends
=
Total ending value
–
Beginning stock price
(Daily average during the three months preceding the Performance Cycle)
=
Total value created
÷
Beginning share price
(Daily average during the three months preceding the Performance Cycle)
= Total shareholder return
|
|||
Negative TSR Component
|
If the resulting TSR performance for Motorola Solutions is negative, the Committee will have negative discretion to reduce the final payout up to a 25% reduction of the calculated payout.
|
|||
Comparator Group
|
S&P 500 defined as companies in the S&P 500 at the beginning of the performance period; must be publicly traded on or after July 1, 2019 to be included in the TSR percentile calculation at the end of the performance cycle.
|
|||
Payout Scale
|
|
|||
|
Relative TSR Payout Scale
|
|
||
MSI 3-Year TSR Percentile Rank
|
Payout Factor
|
|||
90
th
- 100
th
Percentile
|
250%
|
|||
80
th
- 89.99
th
Percentile
|
200%
|
|||
70
th
- 79.99
th
Percentile
|
175%
|
|||
60
th
- 69.99
th
Percentile
|
150%
|
|||
55
th
- 59.99
th
Percentile
|
110%
|
|||
50
th
- 54.99
th
Percentile
|
90%
|
|||
45
th
- 49.99
th
Percentile
|
80%
|
|||
35
th
- 44.99
th
Percentile
|
50%
|
|||
30
th
- 34.99
th
Percentile
|
30%
|
|||
< 30.00
th
Percentile
|
0%
|
|||
|
|
|
|
|
|
|
Recipient:
|
%FIRST_NAME% %LAST_NAME%
|
|
Date of Grant:
|
%OPTION_DATE%
|
|
Employee ID#:
|
%EMPLOYEE_IDENTIFIER%
|
|
Number of Restricted Stock Units:
|
%TOTAL_SHARES_GRANTED%
|
|
|
|
|
|
|
|
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 (v) below for any reason, you acknowledge and agree that the Company would suffer irreparable harm, will have no
|
i.
|
Confidential Information.
During the course of your employment with the Company or any Subsidiary and thereafter, 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 26 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 one year 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 one year 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 one year 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
|
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 any capacity, 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 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 (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.
|
3.
|
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
|
%decode(SHARES_PERIOD1,0,null, SHARES_PERIOD1)%
|
%VEST_DATE_PERIOD1%
|
%decode(SHARES_PERIOD2,0,null, SHARES_PERIOD2)%
|
%VEST_DATE_PERIOD2%
|
%decode(SHARES_PERIOD3,0,null, SHARES_PERIOD3)%
|
%VEST_DATE_PERIOD3%
|
%decode(SHARES_PERIOD4,0,null, SHARES_PERIOD4)%
|
%VEST_DATE_PERIOD4%
|
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 26 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.
|
b.
|
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 be fully vested; 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.
|
c.
|
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 26 below).
|
d.
|
Death.
All unvested Units shall fully vest upon your termination of employment with Motorola Solutions and its Subsidiaries due to death.
|
e.
|
Certain Terminations of Employment.
In the case of a Termination due to a Divestiture (as defined in Section 26 below) and 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 26 below) before the expiration of the Restriction Period, and if the Units have not been forfeited as described in Section 2 above, then the Units shall vest on a pro rata basis in an amount equal to (a)(i) the total number of Units subject to the Award, multiplied by (ii) a fraction, the numerator of which is the number of your completed full months of service from the Date of Grant to the date of termination and the denominator of which is the Restriction Period, minus (b) any Units that vested prior to such termination. Any Units remaining unvested at the date of such termination shall be forfeited.
|
4.
|
Delivery of Certificates or Equivalent.
|
a.
|
Upon the vesting of the applicable Units described in Section 3 above, the Company shall, at its election, either: (i) establish a U.S. brokerage account for you with the Designated Broker (as defined in Section 26) 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
|
b.
|
Subject to Section 25,
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.
Vested Units shall be paid in whole shares of Common Stock; no fractional shares shall be credited or delivered to you.
|
6.
|
Adjustments.
The Units shall be subject to adjustment as provided in Section 16 of the Plan.
|
7.
|
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.
|
8.
|
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.
|
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 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.
|
b.
|
Withholding Taxes
. Prior to 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).
|
c.
|
Withholding Taxes for Section 16 Officers
. Notwithstanding Section 9(b) above, if you are considered an officer for purposes of the 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.
|
10.
|
Nature of Grant.
In 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 a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Subsidiary,
|
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 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 Unis, 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; and
|
k.
|
in addition to subsections (a) through (i) above, the following provisions will also apply if you are providing services outside the United States:
|
i.
|
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;
|
ii.
|
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
|
iii.
|
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).
|
11.
|
Acknowledgements.
With respect to the subject matter of Sections 2b(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.
|
12.
|
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.
|
13.
|
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.
|
14.
|
Agreement Following Termination of Employment.
|
a.
|
You agree that upon termination of employment with Motorola Solutions or a Subsidiary (as defined in Section 26 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.
|
15.
|
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 information 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.
|
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. 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. 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 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. 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 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 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
|
d.
|
Where applicable,
y
ou acknowledge that you have also read the Notice, attached as Exhibit A, related to the European General Data Protection Regulation.
|
e.
|
Finally, upon request of the Company or the Employer, you agree to provide an executed data privacy consent form (or any other 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 consent or agreement requested by the Company and/or the Employer.
|
16.
|
Remedies for Breach.
You hereby acknowledge that the harm caused to the Company by the breach or anticipated breach of 2b(i), (ii), (iii), (iv) and/or (v) 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.
|
17.
|
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.
|
18.
|
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.
|
19.
|
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 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 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.
|
20.
|
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,
|
21.
|
Language.
You acknowledge that you are 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.
|
22.
|
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. You acknowledge that it is your responsibility to be compliant with such regulations, and you should consult your personal legal advisor for any details.
|
23.
|
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.
|
24.
|
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.
|
25.
|
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.
|
26.
|
409A Compliance Applicable Only to You 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
”),
|
b.
|
Notwithstanding any provision of the Agreement that requires the Company to pay or deliver payments with respect to Units upon vesting (or within 60 days following the date that the applicable Units vest), if the event that causes the applicable Units to vest is not a permissible payment event as defined in Section 409A(a)(2) of the Code, then the payment with respect to such Units will instead be paid or delivered on the earlier of (i) the specified date of payment or delivery originally provided for such Units and (ii) the date of your termination of employment (subject to any delay required by Section 25(a) above). 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.
|
27.
|
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 (1) trade secrets; (2) intellectual property; (3) the Company’s methods of operation and Company processes; (4) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (5) information on customers or potential customers, including customers’ names, sales records, prices, and other terms of sales and Company cost information; (6) Company personnel data; (7) Company business plans, marketing plans, financial data and projections; and (8) 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 Transactions in the Wall Street Journal at www.online.wsj.com. In the event the New York Stock Exchange is not open for trading on 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.
|
28.
|
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.
|
29.
|
Plan Documents.
The Plan and the Prospectus for the Plan are available on the Motorola Solutions website at
https://converge.motorolasolutions.com/community/hr/rewards/recognition-and-other-incentives/stock-programs
or by contacting PeopleConnect at
https://docs.google.com/document/d/1zO_46fa6xhOVy1KknOSYtpx0WI6VUyI11-Cys5ILD6I
. Alternatively, write to Global Rewards Equity Administration, Motorola Solutions, Inc., 500 W. Monroe Street, Chicago, Illinois 60661 U.S.A. to request Plan documents.
|
(2)
|
The Plan and your participation in it are offered by the Company on a wholly discretionary basis;
|
(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.
|
(2)
|
El Plan y su participación en el Plan se ofrecen por la Compañía de manera totalmente discrecional;
|
(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.
|
1.
|
The Company's most recent Annual Report (Form 10-K) -
http://investors.motorolasolutions.com/
|
2.
|
the Company's most recent published financial statements -
http://investors.motorolasolutions.com/
|
3.
|
The Plan and the Agreement -
https://converge.motorolasolutions.com/community/hr/rewards/recognition-and-other-incentives/stock-programs/overview
|
i.
|
a copy of the Company's most recent annual report (
i.e.,
Form 10-K) is available on the “Investor Relations” website at
http://investors.motorolasolutions.com/
; and
|
ii.
|
a copy of the Plan Prospectus is available on the “Equity website” at
https://converge.motorolasolutions.com/community/hr/rewards/recognition-and-other-incentives/stock-programs/overview
.
|
|
|
|
|
|
|
Recipient:
|
%FIRST_NAME% %LAST_NAME%
|
|
Date of Grant:
|
%OPTION_DATE%
|
|
Employee ID#:
|
%EMPLOYEE_IDENTIFIER%
|
|
Number of Restricted Stock Units:
|
%TOTAL_SHARES_GRANTED%
|
|
|
|
|
|
|
|
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 26 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 26 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
|
i.
|
Confidential Information.
During the course of your employment with the Company or any Subsidiary and thereafter, 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 26 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.
|
3.
|
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
|
%decode(SHARES_PERIOD1,0,null, SHARES_PERIOD1)%
|
%VEST_DATE_PERIOD1%
|
%decode(SHARES_PERIOD2,0,null, SHARES_PERIOD2)%
|
%VEST_DATE_PERIOD2%
|
%decode(SHARES_PERIOD3,0,null, SHARES_PERIOD3)%
|
%VEST_DATE_PERIOD3%
|
%decode(SHARES_PERIOD4,0,null, SHARES_PERIOD4)%
|
%VEST_DATE_PERIOD4%
|
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
|
iv.
|
If, during the Restriction Period, you take a Leave of Absence (as defined in Section 26 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.
|
b.
|
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 be fully vested; 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.
|
c.
|
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 26 below).
|
d.
|
Death.
All unvested Units shall fully vest upon your termination of employment with Motorola Solutions and its Subsidiaries due to death.
|
e.
|
Certain Terminations of Employment.
In the case of a Termination due to a Divestiture (as defined in Section 26 below) and 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 26 below) before the expiration of the Restriction Period, and if the Units have not been forfeited as described in Section 2 above, then the Units shall vest on a pro rata basis in an amount equal to (a)(i) the total number of Units subject to the Award, multiplied by (ii) a fraction, the numerator of which is the number of your completed full months of service from the Date of Grant to the date of termination and the denominator of which is the Restriction Period, minus (b) any Units that vested prior to such termination. Any Units remaining unvested at the date of such termination shall be forfeited.
|
f.
|
|
4.
|
Delivery of Certificates or Equivalent.
|
a.
|
Upon the vesting of the applicable Units described in Section 3 above, the Company shall, at its election, either: (i) establish a U.S. brokerage account for you with the Designated Broker (as defined in Section 26) 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 25, 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.
Vested Units shall be paid in whole shares of Common Stock; no fractional shares shall be credited or delivered to you.
|
6.
|
Adjustments.
The Units shall be subject to adjustment as provided in Section 16 of the Plan.
|
7.
|
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.
|
8.
|
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.
|
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 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.
|
b.
|
Withholding Taxes
. Prior to 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
|
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 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.
|
10.
|
Nature of Grant.
In 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 a right to employment or be interpreted as forming 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);
|
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-
|
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; and
|
k.
|
in addition to subsections (a) through (i) above, the following provisions will also apply if you are providing services outside the United States:
|
i.
|
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;
|
ii.
|
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
|
iii.
|
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).
|
11.
|
Acknowledgements.
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.
|
12.
|
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.
|
13.
|
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.
|
14.
|
Agreement Following Termination of Employment.
|
a.
|
You agree that upon termination of employment with Motorola Solutions or a Subsidiary (as defined in Section 26 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.
|
15.
|
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 information 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.
|
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. 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. 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 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. 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 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 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. 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.
|
d.
|
Where applicable,
y
ou acknowledge that you have also read the Notice, attached as Exhibit A, related to the European General Data Protection Regulation.
|
e.
|
Finally, upon request of the Company or the Employer, you agree to provide an executed data privacy consent form (or any other 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 consent or agreement requested by the Company and/or the Employer.
|
16.
|
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.
|
17.
|
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.
|
18.
|
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.
|
19.
|
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 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 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.
|
20.
|
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,
|
21.
|
Language.
You acknowledge that you are 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.
|
22.
|
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. You acknowledge that it is your responsibility to be compliant with such regulations, and you should consult your personal legal advisor for any details.
|
23.
|
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.
|
24.
|
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.
|
25.
|
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.
|
26.
|
409A Compliance Applicable Only to You 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 upon vesting (or within 60 days following the date that the applicable Units vest), if the event that causes the applicable Units to vest is not a permissible payment event as defined in Section 409A(a)(2) of the Code, then the payment with respect to such Units will instead be paid or delivered on the earlier of (i) the specified date of payment or delivery originally provided for such Units and (ii) the date of your termination of employment (subject to any delay required by Section 25(a) above). 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.
|
27.
|
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 (1) trade secrets; (2) intellectual property; (3) the Company’s methods of operation and Company processes; (4) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (5) information on customers or potential customers, including customers’ names, sales records, prices, and other terms of sales and Company cost information; (6) Company personnel data; (7) Company business plans, marketing plans, financial data and projections; and (8) 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 Transactions in the Wall Street Journal at www.online.wsj.com. In the event the New York Stock Exchange is not open for trading on 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.
|
28.
|
Deemed Acceptance of Award by Employee
. There is no need for you to acknowledge acceptance of this Award. You are considered to have accepted the Award and to be bound by the terms and conditions of the Agreement, the Plan, and any and all rules and regulations established by Motorola Solutions in connection with awards issued under the Plan unless you notify Motorola Solutions otherwise in a written statement. If you do not wish to receive this Award and/or do not consent and agree to the terms and conditions on which this Award is offered, as set forth in the Agreement, the Plan, and any and all rules and regulations established by Motorola Solutions in connection with awards issued under the Plan, then you
must
reject the Award by notifying Motorola Solutions in writing within 30 days after the date of the electronic mail notification by the Company to you of the Award. Written notifications can be made by post to the address listed in Section 28 below. Your failure to notify Motorola Solutions of your rejection of the Award within the specified period will constitute acceptance of the Award and its terms and conditions.
|
29.
|
Plan Documents.
The Plan and the Prospectus for the Plan are available on the Motorola Solutions website at
https://converge.motorolasolutions.com/community/hr/rewards/recognition-and-other-incentives/stock-programs
or by contacting PeopleConnect
https://docs.google.com/document/d/1zO_46fa6xhOVy1KknOSYtpx0WI6VUyI11-Cys5ILD6I
. Alternatively, write to Global Rewards Equity Administration, Motorola Solutions, Inc., 500 W. Monroe Street, Chicago, Illinois 60661 U.S.A. to request Plan documents.
|
(2)
|
The Plan and your participation in it are offered by the Company on a wholly discretionary basis;
|
(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.
|
(2)
|
El Plan y su participación en el Plan se ofrecen por la Compañía de manera totalmente discrecional;
|
(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.
|
1.
|
The Company's most recent Annual Report (Form 10-K) -
http://investors.motorolasolutions.com/
|
2.
|
the Company's most recent published financial statements -
http://investors.motorolasolutions.com/
|
3.
|
The Plan and the Agreement -
https://converge.motorolasolutions.com/community/hr/rewards/recognition-and-other-incentives/stock-programs/overview
|
i.
|
a copy of the Company's most recent annual report (
i.e.,
Form 10-K) is available on the “Investor Relations” website at
http://investors.motorolasolutions.com/
; and
|
ii.
|
a copy of the Plan Prospectus is available on the “Equity website” at
https://converge.motorolasolutions.com/community/hr/rewards/recognition-and-other-incentives/stock-programs/overview
.
|
|
|
|
|
|
|
Recipient:
|
%FIRST_NAME% %LAST_NAME%
|
|
Date of Expiration:
|
%EXPIRE_DATE_PERIOD1%
|
|
Employee ID#:
|
%EMPLOYEE_IDENTIFIER%
|
|
Number of Options:
|
%TOTAL_SHARES_GRANTED%
|
|
Date of Grant:
|
%OPTION_DATE%
|
|
Exercise Price:
|
%OPTION_PRICE%
|
|
|
|
|
|
|
|
Shares
|
Date
|
%decode(SHARES_PERIOD1,0,null, SHARES_PERIOD1)%
|
%VEST_DATE_PERIOD1%
|
%decode(SHARES_PERIOD2,0,null, SHARES_PERIOD2)%-%
|
%VEST_DATE_PERIOD2%
|
%decode(SHARES_PERIOD3,0,null, SHARES_PERIOD3)%
|
%VEST_DATE_PERIOD3%
|
%decode(SHARES_PERIOD4,0,null, SHARES_PERIOD4)%
|
%VEST_DATE_PERIOD4%
|
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, 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 (i) the Date of Expiration as stated above or (ii) any of the Special Expiration Dates described below. As an administrative matter, the vested portion of the Options may be exercised only until the close of the 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 be fully vested and (ii) all of your Options will be exercisable until the Date of Expiration set forth above. Further, with respect to any Options that are assumed or replaced as described in the preceding paragraph, 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 you are involuntarily terminated (for a reason other than “Cause”) or if you quit for “Good Reason” within 24 months of the Change in Control. For purposes of this paragraph, the terms “Change in Control”, “Cause” and “Good Reason” are defined in the Plan.
|
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 (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 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 (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 your termination and the denominator of which is the number of full months during the entire vesting period, minus (b) any Options that vested prior to the date of termination. All of your vested but not yet exercised Options will expire on the earlier of (i) 90 days after your termination of employment or (ii) the Date of Expiration stated above. Any Options remaining unvested at the date of your termination of employment or service will automatically expire at that time.
|
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 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.
Prior to the 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.
|
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, 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.
In 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 a right to employment or be interpreted as forming 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);
|
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 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; and
|
m.
|
in addition to subsections (a) through (k) above, the following provisions will also apply if you are providing services outside the United States:
|
i.
|
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;
|
ii.
|
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
|
iii.
|
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 information 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.
|
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. 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. You understand that you may request a list with the names and addresses of any potential 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. 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
|
d.
|
Where applicable, you acknowledge that you have also read the Notice, attached as Exhibit A, related to the European General Data Protection Regulation.
|
e.
|
Finally, upon request of the Company or the Employer, you agree to provide an executed data privacy consent form (or any other 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 consent or agreement requested by the Company and/or the Employer.
|
11.
|
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 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 (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.
|
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/
|
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 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 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.
|
21.
|
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.
|
22.
|
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 (A) trade secrets; (B) intellectual property; (C) the Company’s methods of operation and Company processes; (D) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (E) information on customers or potential customers, including customers’ names, sales records, prices, and other terms of sales and Company cost information; (F) Company personnel data; (G) Company business plans, marketing plans, financial data and projections; and (H) information received in confidence by the Company from third parties. Information regarding products, services or technological innovations in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company or one of its affiliates is considering for broader use, shall be deemed generally known until such broader use is actually commercially implemented.
|
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 Transactions in the Wall Street Journal at www.online.wsj.com. In the event the New York Stock Exchange is not open for trading on 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 (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 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.
|
23.
|
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
.
|
24.
|
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.
|
25.
|
Plan Documents.
The Plan and the Prospectus for the Plan are available on the Motorola Solutions website at
https://converge.motorolasolutions.com/community/hr/rewards/recognition-and-other-incentives/stock-programs
or by contacting PeopleConnect at
https://docs.google.com/document/d/1zO_46fa6xhOVy1KknOSYtpx0WI6VUyI11-Cys5ILD6I
. Alternatively, write to Global Rewards Equity Administration, Motorola Solutions, Inc., 500 W. Monroe Street, Chicago, Illinois 60661 U.S.A. to request Plan documents.
|
(2)
|
The Plan and your participation in it are offered by the Company on a wholly discretionary basis;
|
(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.
|
(2)
|
El Plan y su participación en el mismo, se ofrecen por la Compañía de manera totalmente discrecional;
|
(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.
|
i.
|
a copy of the Company's most recent annual report (
i.e.,
Form 10-K) ) is available on the “Investor Relations” website at
http://investors.motorolasolutions.com/
; and
|
ii.
|
a copy of the Plan Prospectus is available on the “Equity website” at
https://converge.motorolasolutions.com/community/hr/rewards/recognition-and-other-incentives/stock-programs/overview
.
|
1.
|
The criteria and conditions for the grant of Stock Options
|
2.
|
Time of grant of Stock Options
|
3.
|
Period of exercise
|
4.
|
Exercise price
|
5.
|
Your legal position in connection with termination
|
6.
|
The financial aspects of participation in the Stock Option Plan
|
1.
|
Kriterier og betingelser for tildeling af aktieoptioner
|
2.
|
Tidspunkt for tildeling af aktieoptioner
|
3.
|
Udnyttelsesperiode
|
4.
|
Fastsættelse af udnyttelseskurs
|
5.
|
Din retsstilling i forbindelse med fratræden
|
6.
|
De økonomiske aspekter af deltagelse i Aktieoptionsplanen
|
1.
|
I have reviewed the 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.
|
|
/s/ GREGORY Q. BROWN
|
|
Gregory Q. Brown
|
|
Chairman and Chief Executive Officer
|
|
Motorola Solutions, Inc.
|
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.
|
|
/s/ GINO A. BONANOTTE
|
|
Gino A. Bonanotte
|
|
Executive Vice President and Chief Financial Officer
|
|
Motorola Solutions, Inc.
|
(1)
|
the quarterly report on Form 10-Q for the period ended
March 31, 2018
(the “Quarterly Report”), which this statement accompanies fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
|
(2)
|
the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of Motorola Solutions, Inc.
|
|
/s/ GREGORY Q. BROWN
|
|
Gregory Q. Brown
|
|
Chairman and Chief Executive Officer
|
|
Motorola Solutions, Inc.
|
(1)
|
the quarterly report on Form 10-Q for the period ended
March 31, 2018
(the “Quarterly Report”), which this statement accompanies fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
|
(2)
|
the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of Motorola Solutions, Inc.
|
|
/s/ GINO A. BONANOTTE
|
|
Gino A. Bonanotte
|
|
Executive Vice President and Chief Financial Officer
|
|
Motorola Solutions, Inc.
|