EXHIBIT 10.5

FORM OF TRANSITION SERVICES AGREEMENT

– MOTOROLA MOBILITY PROVIDED SERVICES

THIS TRANSITION SERVICES AGREEMENT – MOTOROLA MOBILITY PROVIDED SERVICES (this “ Agreement ”) is entered into as of [ — ], by and among Motorola, Inc., a Delaware corporation (“ Motorola ”), Motorola Mobility, Inc., a Delaware corporation and wholly-owned subsidiary of Motorola (“ Mobility ”), and Motorola Mobility Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Motorola (“ SpinCo ”). Each of Motorola, Mobility and SpinCo is sometimes referred to herein as a “ Party ” and collectively as the “ Parties .” Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Amended and Restated Master Separation and Distribution Agreement dated as of July 31, 2010, by and among Motorola, Mobility and SpinCo (as such may be amended from time to time, the “ Separation Agreement ”).

RECITALS

WHEREAS, Motorola has determined that it would be appropriate, desirable and in the best interests of Motorola and Motorola’s stockholders to separate the MD Business and the Home Business from Motorola pursuant to and in accordance with the Separation Agreement;

WHEREAS, in connection with the separation of the MD Business and the Home Business from Motorola, Motorola desires to contribute or otherwise transfer, and to cause certain of its Subsidiaries to contribute or otherwise transfer, (i) certain Assets and Liabilities associated with the Transferred Businesses, including the stock or other equity interests of certain of Motorola’s Subsidiaries dedicated to the Transferred Businesses, to Mobility and certain of its Subsidiaries, and (ii) certain Assets and Liabilities associated with the Transferred Businesses to SpinCo, (iii) shares of capital stock of Mobility to SpinCo, and (iv) stock or other equity interests of certain of Motorola’s Subsidiaries dedicated to the Transferred Businesses other than those set forth in clause (i) above to SpinCo;

WHEREAS, in connection therewith, Motorola desires that SpinCo and/or its Affiliates provide Motorola and/or its Affiliates, as applicable, with certain transition services with respect to the operation of Motorola and its Affiliates following the date hereof, as more fully set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties each hereby agrees as follows:

ARTICLE 1

TRANSITION SERVICES

Section 1.1 Transition Services . During the term of this Agreement as set forth in Section 2.2, SpinCo will provide, or cause one or more of its Affiliates or third Person service providers designated by SpinCo (including their respective employees, agents or contractors) to provide to the Motorola Group, upon the terms and subject to the conditions hereof, the services more particularly described on Annex A (each service, a “ Transition Service ” and collectively with any Additional Services, the “ Transition Services ”). Motorola and SpinCo may, by mutual written consent (which consent will not be unreasonably withheld), amend the Transition Services to (a) include other administrative services provided by SpinCo to the Motorola Business prior to the date hereof in exchange

for additional fees consistent with the cost of delivery thereof (“ Additional Services ”), or (b) extend the term of any Transition Service so long as such new service term does not extend beyond 12 months from the date hereof. Motorola will and will cause its Affiliates to, if applicable, adhere to any conditions or policies applicable to its use of the Transition Services as set forth in this Agreement or in Annex A .

Section 1.2 Level of Transition Services .

(a) Unless otherwise specifically set forth in Annex A , SpinCo will perform, or cause one or more of its Affiliates or third Persons to provide to Motorola and/or its Affiliates, as applicable, the Transition Services in the manner and at a level of service (including with respect to timing and priority) consistent with past practices with respect to that performed by the SpinCo Group and their third Person service providers for the Motorola Business; provided , however , SpinCo may make changes from time to time in the manner of performing the Transition Services to the extent SpinCo is making similar changes in performing similar services for itself or its Affiliates, so long as such changes do not adversely affect such agreed to level of service.

(b) Unless otherwise specifically set forth in Annex A , Motorola and its Affiliates’ use of any Transition Service will be consistent with past practice with respect to the use by the Motorola Group for the Motorola Business.

(c) Notwithstanding anything to the contrary herein, in no event will any Transition Service include (i) any services that would be or otherwise becomes unlawful for SpinCo to provide, or (ii) the exercise of business judgment or general management for Motorola.

ARTICLE 2

TERMINATION

Section 2.1 No Obligation to Continue to Use Services; Partial Termination . Motorola will have no obligation to continue to use any of the Transition Services and, except as otherwise specified on Annex A , Motorola may terminate any Transition Service by giving SpinCo at least 30 days’ prior written notice of its desire to terminate any Transition Service. To the extent possible, Motorola will give such notice at the beginning of a month to terminate the service as of the beginning of the next month to avoid the need to prorate any monthly payment charges. As soon as reasonably practicable following receipt of any such notice, SpinCo will advise Motorola in writing as to whether termination of such Transition Service will (a) require the termination or partial termination of, or otherwise affect the provision of, certain other Transition Services, or (b) result in any early termination costs (which, with respect to those related to third party providers, will be limited to costs that SpinCo actually incurs). If either will be the case, Motorola may withdraw its termination notice within five Business Days of the receipt of notice. If Motorola does not withdraw the termination within such period, such termination will be final. Upon such termination, Motorola’s obligation to pay for such Transition Service(s) will terminate, and SpinCo will cease, or cause its Affiliates or third Person service providers to cease, providing the terminated Transition Service(s), in each case subject to the terms of Section 2.2(c); provided , however , that Motorola will reimburse SpinCo for the reasonable termination costs actually incurred by SpinCo resulting from Motorola’s early termination of such Transition Services, including those owed to third Person providers. SpinCo will use commercially reasonable efforts to mitigate such termination costs.

Section 2.2 Term and Termination .

(a) Subject to Section 2.1, the term of this Agreement will commence on the date hereof and continue with respect to each of the Transition Services for the term thereof as set forth in Annex A ; the last date in each such term being referred to herein as a “ Service Termination Date ” for each such Transition Service.

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(b) Notwithstanding the foregoing, this Agreement may be terminated:

(i) by SpinCo, immediately by giving written notice to Motorola if Motorola breaches or is in default of any payment obligation, which default is capable of being cured, and such breach or default has not been cured within 30 days after Motorola’s receipt of notice of such a breach or default from SpinCo; or

(ii) by any Party, upon 30 days’ advance written notice to the other Parties, in the event: (A) such Party (1) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its properties, (2) makes a general assignment for the benefit of its creditors, (3) commences a voluntary case under the United States Bankruptcy Code, as now or hereafter in effect (the “ Bankruptcy Code ”), or (4) fails to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in any involuntary case under the Bankruptcy Code; or (B) a proceeding or case will be commenced against such Party in any court of competent jurisdiction, seeking (1) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (2) the appointment of a trustee, receiver, custodian, liquidator or the like of such Party or of all or any substantial part of its assets, or (3) similar relief under any Bankruptcy Laws, or an order, judgment or decree approving any of the foregoing will be entered and continue unstayed for a period of 60 days, or an order for relief against such Party will be entered in an involuntary case under the Bankruptcy Code.

(c) The terms and conditions of this Agreement that, by their terms, require performance following the termination or expiration of this Agreement will survive such termination or expiration.

Section 2.3 General Intent . Motorola will use commercially reasonable efforts to end its use of the Transition Services as soon as commercially practicable, but in no event later than the applicable Service Termination Date.

ARTICLE 3

FEES

Section 3.1 Consideration . As consideration for the provision of any Transition Services and any Additional Services hereunder, Motorola will pay to SpinCo (or will cause its Affiliates to pay to SpinCo or SpinCo’s Affiliates, as applicable) the amount specified for each Transition Service as set forth in Annex A , plus any applicable sales, use, or service tax, value added tax (“ VAT ”) or any other similar tax (together with any related interest and penalties) imposed on, or payable with respect to, any fees or charges payable pursuant to this Agreement on a monthly basis except (i) as otherwise specified in Annex A with respect to a particular Transition Service, and (ii) reimbursement for Tigers purchases, Web Money reimbursements, other “normal” department charges which will result in a cash disbursement made by SpinCo or its Affiliates on behalf of Motorola or its Affiliates, will be made as described in Section 3.2 below. Unless Motorola and SpinCo otherwise agree in writing, where Transition Services are provided to Motorola’s Affiliates outside of the United States by a Person located in the same country, amounts will be billed and paid in the local currency of the entity providing the Transition Services. Unless Motorola and SpinCo otherwise agree in writing, if payments are to be made between legal entities not within the same country, such amounts will be billed and paid in U.S. Dollars. To the extent necessary, local currency conversion will be based on SpinCo’s internal exchange rate for the then-current month. The Transition Services to be provided by third Person providers will be charged to

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Motorola at no higher cost than the actual payments made by SpinCo to third Person providers for providing such Transition Services. All charges based on a monthly or other time basis will be pro rated based on actual days elapsed during the period of service. Upon the termination of any Transition Service in accordance with and subject to Section 2.1 or Section 2.2 above, the consideration to be paid under this Article 3 will be the accrued pro rated daily fees payable under this Section 3.1 except in cases where SpinCo or its Affiliate has already procured and pre-paid for the services of a third Person provider. The Parties agree to use commercially reasonable efforts to cooperate to minimize any sales, use or service tax, VAT or any other similar tax with respect to the Transition Services.

Section 3.2 Invoices . Except as otherwise set forth on Annex A , within 10 days after the end of each fiscal month, SpinCo and each of its Affiliates providing Transition Services will submit one invoice to each of Motorola and each of its Affiliates receiving Transition Services for (i) all Transition Services provided during such fiscal month pursuant to this Agreement, (ii) reimbursement for Tigers purchases, Web Money reimbursements, other “normal” department charges and payments to third parties on behalf of Motorola or its Affiliates which result in a cash disbursement made by SpinCo or its Affiliates on behalf of Motorola or its Affiliates, and (iii) any applicable sales, use or service tax, VAT or any other similar taxes (other than income or franchise taxes) imposed on or payable with respect to any fees or charges payable pursuant to this Agreement. The invoices will break out the amount for each type of Transition Service and amounts subject to reimbursement. SpinCo will provide documentation supporting any amounts invoiced pursuant to this Section 3.2 as Motorola may from time to time reasonably request, including, without limitation, detail with respect to any third party billing information relating to the Transition Services provided under this Agreement.

Section 3.3 Invoice Disputes . In the event that Motorola in good faith disputes an invoice submitted by SpinCo, Motorola may withhold payment of any amount subject to the dispute; provided , however , that (i) Motorola will continue to pay all undisputed amounts in accordance with the terms hereof, and (ii) Motorola will notify SpinCo, in writing, of any disputed amounts and the reason for any dispute by the due date for payment of the invoice containing any disputed charges. In the event of a dispute regarding the amount of any invoice, the Parties will use all reasonable efforts to resolve such dispute within 30 days after Motorola provides written notification of such dispute to SpinCo. Each Party will provide full supporting documentation concerning any disputed amount or invoice within 30 days after written notification of the dispute. Unpaid fees that are under good faith dispute will not be considered a basis for default hereunder. To the extent that a dispute regarding the amount of any invoice cannot be resolved pursuant to this Section 3.3, the dispute resolution procedures set forth in Section 7.10 herein will apply.

Section 3.4 Time of Payment . Except as otherwise set forth in Annex A , Motorola will pay and will cause each of its Affiliates to pay all amounts due pursuant to this Agreement within 30 days after receipt of each such invoice hereunder for (i) the Transition Services and (ii) the amounts subject to reimbursement; provided , however , that in the event that Motorola, in good faith and upon reasonable grounds in accordance with Section 3.3, questions any invoiced item, payment of that item may be made after resolution of such question. To the extent that any amounts required to be paid under this Agreement are not timely paid pursuant to the terms of this Agreement, such amounts shall accrue interest in accordance with the Separation Agreement. Any pre-existing obligations to make payment for any Transition Services provided hereunder will survive the termination of this Agreement.

ARTICLE 4

PERSONNEL

Section 4.1 Right to Designate and Change Personnel . SpinCo will make available such personnel as will be required to provide the Transition Services. SpinCo will have the right to designate

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which personnel it will assign to perform the Transition Services. SpinCo also will have the right to remove and replace any such personnel at any time or designate any of its Affiliates or a third Person service provider at any time to perform the Transition Services; provided , however , that SpinCo will use its commercially reasonable efforts to limit the disruption to Motorola in the transition of the Transition Services to different personnel or a third Person. In the event that personnel with the designated level of experience are not then employed by SpinCo, SpinCo will substitute such personnel or third party personnel having an adequate level of experience; provided , however , that SpinCo will have no obligation to retain any individual employee for the sole purpose of providing a particular Transition Service.

Section 4.2 Financial Responsibility for Motorola Personnel . SpinCo will pay for all personnel expenses, including wages of its employees performing the Transition Services. Any request by Motorola for travel by any SpinCo employee will be considered and treated as a request for Additional Services pursuant to Section 1.1 and the costs of such travel will be charged as additional fees.

Section 4.3 Managers .

(a) During the term of this Agreement, Motorola will appoint one of its employees (the “ Motorola Manager ”) who will have overall responsibility for managing and coordinating the delivery of the Transition Services and one of its employees for each category of service, as applicable (the “ Motorola Sub-Manager ”). The Motorola Manager and each of the Motorola Sub-Managers will coordinate and consult with the SpinCo Manager (as defined in Section 4.3(b)) and each of the SpinCo Sub-Managers (as defined in Section 4.3(b)). Motorola may, at its discretion, select other individuals to serve in these capacities during the term of this Agreement; provided , however , Motorola will notify SpinCo promptly (and in any event within three Business Days) of any change in individuals serving in these capacities, setting forth the name of the replacement, and stating that such replacement is authorized to act for Motorola in accordance with this Section 4.3(a).

(b) During the term of this Agreement, SpinCo will appoint one of its employees (the “ SpinCo Manager ”) who will have overall responsibility for managing and coordinating the delivery of the Transition Services and one of its employees for each category of service (the “ SpinCo Sub-Manager ”). The SpinCo Manager and each of the SpinCo Sub-Managers will coordinate and consult with the Motorola Manager and each of the Motorola Sub-Managers. SpinCo may, at its discretion, select other individuals to serve in these capacities during the term of this Agreement; provided , however , SpinCo will notify Motorola promptly (and in any event within three Business Days) of any change in individuals serving in these capacities, setting forth the name of the replacement, and stating that such replacement is authorized to act for SpinCo in accordance with this Section 4.3(b).

(c) The Motorola Manager and the SpinCo Manager will meet as expeditiously as possible to resolve any dispute hereunder, and any dispute that is not so resolved within 30 days will be resolved in accordance with the dispute resolution procedures set forth in Section 7.3 of the Separation Agreement. Motorola may treat an act of the SpinCo Manager, and SpinCo may treat the act of the Motorola Manager, in each case, which is consistent with the provisions of this Agreement, as being authorized by such other Party without inquiring behind such act or ascertaining whether the Motorola Manager or the SpinCo Manager, as applicable, had authority to so act; provided , however , that neither the Motorola Manager nor the SpinCo Manager will have authority to amend this Agreement.

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ARTICLE 5

PROPRIETARY RIGHTS

Section 5.1 Software .

(a) In addition to the consideration set forth elsewhere herein, Motorola will also promptly pay any amounts that are required to be paid to any third Person licensors of software that is used by SpinCo in connection with the provision of any Transition Services hereunder, including, without limitation, (i) license, temporary right-to-use and royalty fees and (ii) any amounts that are required to be paid to any such licensors to obtain the consent of such licensors to allow SpinCo to provide any of the Transition Services hereunder. Motorola agrees to comply and cause its Affiliates to comply with the terms of any license or other agreement of SpinCo or any of its Affiliates relating to software that is used in connection with the provision of any Transition Services hereunder. Subject to the foregoing and the terms of the Separation Agreement, SpinCo will use commercially reasonable efforts to obtain any consent that may be required from such licensors in order to provide any of the Transition Services hereunder and the Parties will cooperate to identify any material licenses or consents and use commercially reasonable efforts to minimize the costs associated therewith.

(b) Any software, development tools, know-how, methodologies, processes, technologies or algorithms owned by SpinCo or its Affiliates and which may during the term of this Agreement be operated or used by SpinCo or its Affiliates in connection with the performance of the Transition Services hereunder will remain the property of SpinCo or its Affiliates, as the case may be, and Motorola and its Affiliates will have no rights or interests therein, except as may otherwise be set forth in the Intellectual Property License Agreement.

(c) Neither Motorola nor SpinCo will use or have any rights to the trademarks or service marks of the other without prior written consent to such use other than as provided for in the Intellectual Property License Agreement or the Trademark License Agreement. To the extent that such consent is granted, use of such trademarks or service marks will be in accordance with the guidelines set forth by the Party owning such trademarks or service marks with all proper indicia of ownership, including those set forth in the Intellectual Property License Agreement or the Trademark License Agreement.

Section 5.2 IT Services .

(a) While using any data processing or communications services of SpinCo (whether or not identified in Annex A ), Motorola will and will cause each of its Affiliates to, adhere in all respects to SpinCo’s corporate information policies (including policies with respect to protection of proprietary information, data privacy and other policies regarding the use of computing resources) as in effect from time to time.

(b) The employees of Motorola and its Affiliates and non-employee representative of Motorola and its Affiliates who have access to the Motorola network may continue to have access to the SpinCo network and associated computer applications if they meet the following criteria: (i) such employee and non-employee representative is listed in the SpinCo LDAP/”core directory” or any updates thereto and a current list of these employees and non-employee representatives is available promptly upon request, and a documented process is in place for notification to SpinCo of all voluntary and involuntary separations; (ii) Motorola has a legitimate business need to access resources on the SpinCo network during the term of this Agreement; and (iii) such employee and non-employee representative is bound by a non-disclosure agreement or other binding confidentiality obligations for the benefit of SpinCo. Motorola employee and non-employee representative computer and system accounts on the SpinCo network that are not required for the transition must be locked. Motorola’s employees and non-employee representatives that are connected to the SpinCo network must continue to adhere in all respects to the information protection safeguards defined in SpinCo’s Information Protection Policy IP-01 and Standards for Information Users (which will initially replicate Motorola’s Information Protection Policy IP-01 and Standards for Information Users which can be found at http:///mips.mot.com/policy/genuserstd.htm )) as

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well as any other security standards for requiring current antivirus protection active at all times, strong access control for all computer access, no sharing of passwords, no dual connections to the Motorola network or any other non-SpinCo networks and the Internet or other entity networks, and compliance with the requirements for protection of SpinCo’s confidential proprietary information and intellectual assets/property. SpinCo’s Information Protection Policy IP-01 and Complete Set of Standards (which will initially replicate Motorola’s Information Protection Policy IP-01 and Complete Set of Standards which can be found at http://mips.mot.com/policy/itstandardscomplete.htm ) must be followed when connecting SpinCo’s network to Motorola’s network or any other non-SpinCo networks and all external connections to the SpinCo network require the review and the written approval of SpinCo’s information protection services. Computing assets connected to SpinCo’s network are subject to monitoring by intrusion detection instrumentation and are subject to routine vulnerability assessment scans which may occur during connect time.

(c) SpinCo and Motorola will jointly develop mutually acceptable systems conversion plans as soon as reasonably practicable. If necessary to facilitate such conversion, SpinCo agrees to use commercially reasonable efforts to assist Motorola to meet the mutually agreed upon milestones, timelines and resource requirements identified in the final detailed systems conversion plan. Following this process, the plan will be considered firm and will be used by both Motorola and SpinCo to synchronize their own related project efforts. In the event SpinCo expects to incur any extraordinary costs in connection with facilitating such conversion, it will notify Motorola in advance and the Parties will reasonably negotiate and agree upon the items and amounts that Motorola will pay. Such amounts will be considered and treated as a request for Additional Services pursuant to Section 1.1. Any schedule modifications occurring after the plan is firm will require joint approval by SpinCo and Motorola, such approval not to be unreasonably withheld.

(d) If Motorola increases its use of SpinCo’s central processing unit, storage, server or other network systems and such increased use contributes to the need for SpinCo to purchase additional computing capacity that SpinCo will not utilize following termination of the Transition Services, Motorola will pay for that capacity. SpinCo will notify Motorola in advance of capacity issues to allow Motorola to respond and possibly discontinue use of certain SpinCo systems in advance of any additional purchases. Usage consistent with recent past practice of the Motorola Business will serve as the basis from which to measure increases in usage. The need for purchasing additional capacity will be subject to the mutual agreement of Motorola and SpinCo.

ARTICLE 6

WARRANTY

Section 6.1 No Warranty; Exclusive Remedy .

(a) Motorola and SpinCo both acknowledge and agree that SpinCo has agreed to provide or cause to be provided the Transition Services hereunder as an accommodation to Motorola. NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED (INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION), ARE MADE BY ANY MEMBER OF THE SPINCO GROUP WITH RESPECT TO THE PROVISION OF TRANSITION SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED.

(b) Other than in the event of SpinCo’s gross negligence or willful misconduct for which Motorola shall have a right to seek indemnity hereunder (and without limiting the indemnification

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rights under Section 6.2(c)), the sole and exclusive remedy of Motorola with respect to any and all Damages caused by or arising from the performance or non-performance of any Transition Service by SpinCo (either directly or indirectly) will be the termination of this Agreement in accordance with Section 2.1 hereof; provided , however , that, if capable of being performed or re-performed and if requested by Motorola, SpinCo agrees to perform or re-perform, as applicable, or will cause one or more of its Affiliates or third Persons to perform or re-perform, as applicable, any Transition Service that does not comply with the requirements and level of service set forth in Annex A and Section 1.2(a) hereof.

Section 6.2 Limitation of Liability and Indemnification .

(a) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL ANY PARTY OR ANY OF ITS GROUP MEMBERS BE LIABLE UNDER ANY CIRCUMSTANCES OR LEGAL THEORY FOR DAMAGES RELATED TO INCONVENIENCE, DOWNTIME, INTEREST, COST OF CAPITAL, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF USE, TIME, DATA, OR GOOD WILL, OR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, COLLATERAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE; PROVIDED , HOWEVER , THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY DAMAGES RELATED TO INCONVENIENCE, DOWNTIME, INTEREST, COST OF CAPITAL, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF USE, TIME, DATA, OR GOODWILL, OR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, COLLATERAL OR CONSEQUENTIAL DAMAGES, TO A PERSON WHO IS NOT A MEMBER OF ANY GROUP IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES NOT SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 6.2. THIS SECTION SURVIVES THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.

(b) Except insofar as the claim, demand, suit or recovery relates to SpinCo’s gross negligence or willful misconduct, and notwithstanding anything to the contrary and without limiting the Parties’ indemnification rights set forth in the Separation Agreement, Motorola will and will cause its Affiliates to indemnify and hold harmless SpinCo and its Affiliates or any employees providing Transition Services (collectively, the “ Indemnified Party ”) from and against any Damages (including, without limitation, reasonable expenses of investigation and attorneys’ fees incurred or suffered by the Indemnified Party) arising out of any claim made against any member of the SpinCo Group by a third Person to the extent caused by or resulting from any of the Transition Services rendered pursuant to the terms of this Agreement; provided , however , that the foregoing will not limit the indemnification obligations of SpinCo under Section 6.2(c).

(c) Notwithstanding anything to the contrary and without limiting the Parties’ indemnification rights set forth in the Separation Agreement, SpinCo will indemnify Motorola and its Affiliates (collectively, the “ Motorola Indemnified Parties ”) against and agrees to defend and hold the Motorola Indemnified Parties harmless from and against any Damages (including, without limitation, reasonable expenses of investigation and attorneys’ fees incurred or suffered by the Motorola Indemnified Parties) arising out of the performance of any Transition Service by a third Person service provider on behalf of SpinCo, but only to the extent SpinCo is indemnified or otherwise compensated by such third Person service provider for any breach of its obligations to SpinCo with respect to the provision of such Transition Service and, in such event, only on a pro rata basis taking into account all businesses of SpinCo and its Affiliates similarly affected.

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Section 6.3 Relationship of the Parties . Each of Motorola and SpinCo is and will remain at all times an independent contractor of the other Party in the performance of all Transition Services hereunder. In all matters relating to this Agreement, each of Motorola and SpinCo will be solely responsible for the acts of its employees and agents, and employees or agents of one Party will not be considered employees or agents of the other Party nor entitled to any employee benefits of such other Party as a result of this Agreement. Except as otherwise provided herein, no Party will have any right, power or authority to create any obligation, express or implied, on behalf of any other Party nor will any Party act or represent or hold itself out as having authority to act as an agent or partner of any other Party, or in any way bind or commit any other Party to any obligations. Nothing in this Agreement is intended to create or constitute a joint venture, partnership, agency, trust or other association of any kind among the Parties or persons referred to herein and each Party will be responsible only for its respective obligations as set forth in this Agreement.

Section 6.4 Compliance with Laws . Each of Motorola and SpinCo will comply with all applicable laws, rules, ordinances and regulations of any governmental entity or regulatory agency governing the Transition Services to be provided hereunder. Neither Motorola nor SpinCo will take any action in violation of any applicable law, rule, ordinance or regulation that could result in liability being imposed on the other Party.

Section 6.5 Remedies . The Parties agree that irreparable damage may occur in the event that any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached. It is accordingly agreed that each of the Parties shall be entitled to seek equitable relief to prevent or remedy breaches of this Agreement, without the proof of actual damages, including in the form of an injunction or injunctions or orders for specific performance in respect of such breaches. Each Party agrees to waive any requirement for the security or posting of any bond in connection with any such equitable remedy.

ARTICLE 7

GENERAL

Section 7.1 Binding Effect and Assignment . This Agreement binds and benefits the Parties and their respective successors and assigns. No Party may assign any of its rights or delegate any of its obligations under this Agreement without the written consent of the other Parties, which consent may be withheld in such Party’s sole and absolute discretion and any assignment or attempted assignment in violation of the foregoing will be null and void; provided , however , that, subject to Section 4.1, SpinCo may delegate its duties hereunder to such Affiliates or third Person service providers as may be qualified to provide the Transition Services; provided , further , that SpinCo will provide at least 45 days’ notice to Motorola prior to any such delegation of any duties hereunder, and in the event Motorola reasonably objects to any such delegation, SpinCo will reasonably assist in the process of transitioning such service to Motorola or Motorola’s designee prior to any such delegation.

Section 7.2 Entire Agreement; Amendments . This Agreement, the Separation Agreement and each of the annexes, exhibits and schedules appended hereto and thereto constitute the final agreement among the Parties, and is the complete and exclusive statement of the Parties’ agreement, on the matters contained herein. All prior and contemporaneous negotiations and agreements among the Parties with respect to the matters contained herein are superseded by this Agreement and Annex A . The Parties may amend this Agreement and Annex A only by a written agreement signed by each Party to be bound by the amendment and that identifies itself as an amendment to this Agreement or Annex A .

Section 7.3 Force Majeure . In the event that Motorola is delayed in or prevented from performing its obligations under this Agreement, in whole or in part, due to an act of God, fire, flood,

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storm, explosion, civil disorder, strike, lockout or other labor trouble, material shortages of utilities, facilities, labor, materials or equipment, delay in transportation, breakdown or accident, any law, order, proclamation, regulation, ordinance, demand or requirement of any governmental authority, riot, war, acts of terror, rebellion, or other cause beyond the control of SpinCo (each a “ Force Majeure Event ”), then upon written notice to Motorola, (i) the affected provisions and/or other requirements of this Agreement will be suspended to the extent necessary during the period of such disability, (ii) SpinCo will have the right to apportion its services in an equitable manner to all users and (iii) SpinCo will have no liability to Motorola or any other party in connection therewith. SpinCo will resume full performance of this Agreement as soon as reasonably practicable following the conclusion of the Force Majeure Event.

Section 7.4 Construction of Agreement .

(a) Where this Agreement or Annex A states that a Party “ will ” perform in some manner or otherwise act or omit to act, it means that the Party is legally obligated to do so in accordance with this Agreement or Annex A .

(b) The captions, titles and headings included in this Agreement and Annex A are for convenience only, and do not affect this Agreement’s or Annex A ’s construction or interpretation. When a reference is made in this Agreement to an Article or a Section, annex, exhibit or schedule, such reference will be to an Article or Section of, or an annex, exhibit or schedule to, this Agreement unless otherwise indicated.

(c) This Agreement is for the sole benefit of the Parties hereto and do not, and are not intended to, confer any rights or remedies in favor of any Person (including any employee or stockholder of Motorola or SpinCo) other than the Parties signing this Agreement.

(d) The words “ including ,” “ includes ,” or “ include ” are to be read as listing non-exclusive examples of the matters referred to, whether or not words such as “ without limitation ” or “ but not limited to ” are used in each instance.

(e) Any reference in this Agreement or Annex A to the singular includes the plural where appropriate. Any reference in this Agreement or Annex A to the masculine, feminine or neuter gender includes the other genders where appropriate.

(f) Unless otherwise specified, all references in this Agreement or Annex A to “ dollars ” or “ $ ” means United States Dollars.

Section 7.5 Severability . If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential terms and conditions of this Agreement for each Party remain valid, binding and enforceable.

Section 7.6 Counterparts . The Parties may execute this Agreement in multiple counterparts, each of which constitutes an original as against the Party that signed it, and all of which together constitute one agreement. The signatures of the Parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission that includes a copy of the sending Party’s signature is as effective as signing and delivering the counterpart in person.

Section 7.7 Notices . Each Party giving any notice required or permitted under this Agreement will give the notice in writing and use one of the following methods of delivery to the Party to be notified, at the address set forth below or another address of which the sending Party has been notified in accordance with this Section 7.7: (a) personal delivery; (b) facsimile or telecopy transmission with a

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reasonable method of confirming transmission; (c) commercial overnight courier with a reasonable method of confirming delivery; or (d) pre-paid, United States of America certified or registered mail, return receipt requested. Notice to a Party is effective for purposes of this Agreement only if given as provided in this Section 7.7 and will be deemed given on the date that the intended addressee actually receives the notice.

Section 7.8 Nonwaiver . The Parties may waive a provision of this Agreement or Annex A only by a writing signed by the Party intended to be bound by the waiver. A Party is not prevented from enforcing any right, remedy or condition in the Party’s favor because of any failure or delay in exercising any right or remedy or in requiring satisfaction of any condition, except to the extent that the Party specifically waives the same in writing. A written waiver given for one matter or occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver for any other matter or occasion. Any enumeration of a Party’s rights and remedies in this Agreement is not intended to be exclusive, and a Party’s rights and remedies are intended to be cumulative to the extent permitted by law and include any rights and remedies authorized in law or in equity.

Section 7.9 Confidentiality . Subject to the terms of the Separation Agreement, each Party will cause each of its Affiliates and each of their officers, directors, employees, agents, representatives, successors and assigns to hold all information relating to the business of any other Party disclosed to it by reason of this Agreement confidential and will not disclose any of such information to any party unless legally compelled to disclose such information; provided , however , that to the extent that a Party may become so legally compelled, such Party may only disclose such information if it will first have used reasonable efforts to, and, if practicable, will have afforded the other Parties the opportunity to obtain, an appropriate protective order or other satisfactory assurance of confidential treatment for the information required to be so disclosed.

Section 7.10 Governing Law . The internal laws of the State of Delaware (without reference to its principles of conflicts of law) govern the construction, interpretation and other matters arising out of or in connection with this Agreement, and each of the annexes, schedules or exhibits hereto (whether arising in contract, tort, equity or otherwise). Any disputes arising hereunder will be resolved in accordance with Section 7.3 of the Separation Agreement, the terms of which are incorporated by reference herein.

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* * * * *

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IN WITNESS WHEREOF, each of the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date and year first set forth above.

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EXHIBIT 10.6

FORM OF TRANSITION SERVICES AGREEMENT

– MOTOROLA SOLUTIONS PROVIDED SERVICES

THIS TRANSITION SERVICES AGREEMENT – MOTOROLA SOLUTIONS PROVIDED SERVICES (this “ Agreement ”) is entered into as of [ — ], by and among Motorola, Inc., a Delaware corporation (“ Motorola ”), Motorola Mobility, Inc., a Delaware corporation and wholly-owned subsidiary of Motorola (“ Mobility ”), and Motorola Mobility Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Motorola (“ SpinCo ”). Each of Motorola, Mobility and SpinCo is sometimes referred to herein as a “ Party ” and collectively as the “ Parties .” Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Amended and Restated Master Separation and Distribution Agreement dated as of July 31, 2010, by and among Motorola, Mobility and SpinCo (as such may be amended from time to time, the “ Separation Agreement ”).

RECITALS

WHEREAS, Motorola has determined that it would be appropriate, desirable and in the best interests of Motorola and Motorola’s stockholders to separate the MD Business and the Home Business from Motorola pursuant to and in accordance with the Separation Agreement;

WHEREAS, in connection with the separation of the MD Business and the Home Business from Motorola, Motorola desires to contribute or otherwise transfer, and to cause certain of its Subsidiaries to contribute or otherwise transfer, (i) certain Assets and Liabilities associated with the Transferred Businesses, including the stock or other equity interests of certain of Motorola’s Subsidiaries dedicated to the Transferred Businesses, to Mobility and certain of its Subsidiaries, and (ii) certain Assets and Liabilities associated with the Transferred Businesses to SpinCo, (iii) shares of capital stock of Mobility to SpinCo, and (iv) stock or other equity interests of certain of Motorola’s Subsidiaries dedicated to the Transferred Businesses other than those set forth in clause (i) above to SpinCo;

WHEREAS, in connection therewith, SpinCo desires that Motorola and/or its Affiliates provide SpinCo and/or its Affiliates, as applicable, with certain transition services with respect to the operation of SpinCo and its Affiliates following the date hereof, as more fully set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties each hereby agrees as follows:

ARTICLE 1

TRANSITION SERVICES

Section 1.1 Transition Services . During the term of this Agreement as set forth in Section 2.2, Motorola will provide, or cause one or more of its Affiliates or third Person service providers designated by Motorola (including their respective employees, agents or contractors) to provide to the SpinCo Group, upon the terms and subject to the conditions hereof, the services more particularly described on Annex A (each service, a “ Transition Service ” and collectively with any Additional Services, the “ Transition Services ”). Motorola and SpinCo may, by mutual written consent (which consent will not be unreasonably withheld), amend the Transition Services to (a) include other administrative services provided by Motorola to the Transferred Businesses prior to the date hereof in exchange for additional fees consistent with the cost of delivery thereof (“ Additional Services ”), or (b)

extend the term of any Transition Service so long as such new service term does not extend beyond 12 months from the date hereof. SpinCo will and will cause its Affiliates to, if applicable, adhere to any conditions or policies applicable to its use of the Transition Services as set forth in this Agreement or in Annex A .

Section 1.2 Level of Transition Services .

(a) Unless otherwise specifically set forth in Annex A , Motorola will perform, or cause one or more of its Affiliates or third Persons to provide to SpinCo and/or its Affiliates, as applicable, the Transition Services in the manner and at a level of service (including with respect to timing and priority) consistent with past practices with respect to that performed by the Motorola Group and their third Person service providers for the Transferred Businesses; provided , however , Motorola may make changes from time to time in the manner of performing the Transition Services to the extent Motorola is making similar changes in performing similar services for itself or its Affiliates, so long as such changes do not adversely affect such agreed to level of service.

(b) Unless otherwise specifically set forth in Annex A , SpinCo and its Affiliates’ use of any Transition Service will be consistent with past practice with respect to the use by the Motorola Group for the Transferred Businesses.

(c) Notwithstanding anything to the contrary herein, in no event will any Transition Service include (i) any services that would be or otherwise becomes unlawful for Motorola to provide, or (ii) the exercise of business judgment or general management for SpinCo.

ARTICLE 2

TERMINATION

Section 2.1 No Obligation to Continue to Use Services; Partial Termination . SpinCo will have no obligation to continue to use any of the Transition Services and, except as otherwise specified on Annex A , SpinCo may terminate any Transition Service by giving Motorola at least 30 days’ prior written notice of its desire to terminate any Transition Service. To the extent possible, SpinCo will give such notice at the beginning of a month to terminate the service as of the beginning of the next month to avoid the need to prorate any monthly payment charges. As soon as reasonably practicable following receipt of any such notice, Motorola will advise SpinCo in writing as to whether termination of such Transition Service will (a) require the termination or partial termination of, or otherwise affect the provision of, certain other Transition Services, or (b) result in any early termination costs (which, with respect to those related to third party providers, will be limited to costs that Motorola actually incurs). If either will be the case, SpinCo may withdraw its termination notice within five Business Days of the receipt of notice. If SpinCo does not withdraw the termination within such period, such termination will be final. Upon such termination, SpinCo’s obligation to pay for such Transition Service(s) will terminate, and Motorola will cease, or cause its Affiliates or third Person service providers to cease, providing the terminated Transition Service(s), in each case subject to the terms of Section 2.2(c); provided , however , that SpinCo will reimburse Motorola for the reasonable termination costs actually incurred by Motorola resulting from SpinCo’s early termination of such Transition Services, including those owed to third Person providers. Motorola will use commercially reasonable efforts to mitigate such termination costs.

Section 2.2 Term and Termination .

(a) Subject to Section 2.1, the term of this Agreement will commence on the date hereof and continue with respect to each of the Transition Services for the term thereof as set forth in Annex A ; the last date in each such term being referred to herein as a “ Service Termination Date ” for each such Transition Service.

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(b) Notwithstanding the foregoing, this Agreement may be terminated:

(i) by Motorola, immediately by giving written notice to SpinCo if SpinCo breaches or is in default of any payment obligation, which default is capable of being cured, and such breach or default has not been cured within 30 days after SpinCo’s receipt of notice of such a breach or default from Motorola; or

(ii) by any Party, upon 30 days’ advance written notice to the other Parties, in the event: (A) such Party (1) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its properties, (2) makes a general assignment for the benefit of its creditors, (3) commences a voluntary case under the United States Bankruptcy Code, as now or hereafter in effect (the “ Bankruptcy Code ”), or (4) fails to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in any involuntary case under the Bankruptcy Code; or (B) a proceeding or case will be commenced against such Party in any court of competent jurisdiction, seeking (1) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (2) the appointment of a trustee, receiver, custodian, liquidator or the like of such Party or of all or any substantial part of its assets, or (3) similar relief under any Bankruptcy Laws, or an order, judgment or decree approving any of the foregoing will be entered and continue unstayed for a period of 60 days, or an order for relief against such Party will be entered in an involuntary case under the Bankruptcy Code.

(c) The terms and conditions of this Agreement that, by their terms, require performance following the termination or expiration of this Agreement will survive such termination or expiration.

Section 2.3 General Intent . SpinCo will use commercially reasonable efforts to end its use of the Transition Services as soon as commercially practicable, but in no event later than the applicable Service Termination Date.

ARTICLE 3

FEES

Section 3.1 Consideration . As consideration for the provision of any Transition Services and any Additional Services hereunder, SpinCo will pay to Motorola (or will cause its Affiliates to pay to Motorola or Motorola’s Affiliates, as applicable) the amount specified for each Transition Service as set forth in Annex A , plus any applicable sales, use, or service tax, value added tax (“ VAT ”) or any other similar tax (together with any related interest and penalties) imposed on, or payable with respect to, any fees or charges payable pursuant to this Agreement on a monthly basis except (i) as otherwise specified in Annex A with respect to a particular Transition Service, and (ii) reimbursement for Tigers purchases, Web Money reimbursements, other “normal” department charges which will result in a cash disbursement made by Motorola or its Affiliates on behalf of SpinCo or its Affiliates, will be made as described in Section 3.2 below. Unless Motorola and SpinCo otherwise agree in writing, where Transition Services are provided to SpinCo’s Affiliates outside of the United States by a Person located in the same country, amounts will be billed and paid in the local currency of the entity providing the Transition Services. Unless Motorola and SpinCo otherwise agree in writing, if payments are to be made between legal entities not within the same country, such amounts will be billed and paid in U.S. Dollars. To the extent necessary, local currency conversion will be based on Motorola’s internal exchange rate for the then-current month. The Transition Services to be provided by third Person providers will be charged to

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SpinCo at no higher cost than the actual payments made by Motorola to third Person providers for providing such Transition Services. All charges based on a monthly or other time basis will be pro rated based on actual days elapsed during the period of service. Upon the termination of any Transition Service in accordance with and subject to Section 2.1 or Section 2.2 above, the consideration to be paid under this Article 3 will be the accrued pro rated daily fees payable under this Section 3.1 except in cases where Motorola or its Affiliate has already procured and pre-paid for the services of a third Person provider. The Parties agree to use commercially reasonable efforts to cooperate to minimize any sales, use or service tax, VAT or any other similar tax with respect to the Transition Services.

Section 3.2 Invoices . Except as otherwise set forth on Annex A , within 10 days after the end of each fiscal month, Motorola and each of its Affiliates providing Transition Services will submit one invoice to each of SpinCo and each of its Affiliates receiving Transition Services for (i) all Transition Services provided during such fiscal month pursuant to this Agreement, (ii) reimbursement for Tigers purchases, Web Money reimbursements, other “normal” department charges and payments to third parties on behalf of SpinCo or its Affiliates which result in a cash disbursement made by Motorola or its Affiliates on behalf of SpinCo or its Affiliates, and (iii) any applicable sales, use or service tax, VAT or any other similar taxes (other than income or franchise taxes) imposed on or payable with respect to any fees or charges payable pursuant to this Agreement. The invoices will break out the amount for each type of Transition Service and amounts subject to reimbursement. Motorola will provide documentation supporting any amounts invoiced pursuant to this Section 3.2 as SpinCo may from time to time reasonably request, including, without limitation, detail with respect to any third party billing information relating to the Transition Services provided under this Agreement.

Section 3.3 Invoice Disputes . In the event that SpinCo in good faith disputes an invoice submitted by Motorola, SpinCo may withhold payment of any amount subject to the dispute; provided , however , that (i) SpinCo will continue to pay all undisputed amounts in accordance with the terms hereof, and (ii) SpinCo will notify Motorola, in writing, of any disputed amounts and the reason for any dispute by the due date for payment of the invoice containing any disputed charges. In the event of a dispute regarding the amount of any invoice, the Parties will use all reasonable efforts to resolve such dispute within 30 days after SpinCo provides written notification of such dispute to Motorola. Each Party will provide full supporting documentation concerning any disputed amount or invoice within 30 days after written notification of the dispute. Unpaid fees that are under good faith dispute will not be considered a basis for default hereunder. To the extent that a dispute regarding the amount of any invoice cannot be resolved pursuant to this Section 3.3, the dispute resolution procedures set forth in Section 7.10 herein will apply.

Section 3.4 Time of Payment . Except as otherwise set forth in Annex A , SpinCo will pay and will cause each of its Affiliates to pay all amounts due pursuant to this Agreement within 30 days after receipt of each such invoice hereunder for (i) the Transition Services and (ii) the amounts subject to reimbursement; provided , however , that in the event that SpinCo, in good faith and upon reasonable grounds in accordance with Section 3.3, questions any invoiced item, payment of that item may be made after resolution of such question. To the extent that any amounts required to be paid under this Agreement are not timely paid pursuant to the terms of this Agreement, such amounts shall accrue interest in accordance with the Separation Agreement. Any pre-existing obligations to make payment for any Transition Services provided hereunder will survive the termination of this Agreement.

ARTICLE 4

PERSONNEL

Section 4.1 Right to Designate and Change Personnel . Motorola will make available such personnel as will be required to provide the Transition Services. Motorola will have the right to designate

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which personnel it will assign to perform the Transition Services. Motorola also will have the right to remove and replace any such personnel at any time or designate any of its Affiliates or a third Person service provider at any time to perform the Transition Services; provided , however , that Motorola will use its commercially reasonable efforts to limit the disruption to SpinCo in the transition of the Transition Services to different personnel or a third Person. In the event that personnel with the designated level of experience are not then employed by Motorola, Motorola will substitute such personnel or third party personnel having an adequate level of experience; provided , however , that Motorola will have no obligation to retain any individual employee for the sole purpose of providing a particular Transition Service.

Section 4.2 Financial Responsibility for Motorola Personnel . Motorola will pay for all personnel expenses, including wages of its employees performing the Transition Services. Any request by SpinCo for travel by any Motorola employee will be considered and treated as a request for Additional Services pursuant to Section 1.1 and the costs of such travel will be charged as additional fees.

Section 4.3 Managers .

(a) During the term of this Agreement, Motorola will appoint one of its employees (the “ Motorola Manager ”) who will have overall responsibility for managing and coordinating the delivery of the Transition Services and one of its employees for each category of service, as applicable (the “ Motorola Sub-Manager ”). The Motorola Manager and each of the Motorola Sub-Managers will coordinate and consult with the SpinCo Manager (as defined in Section 4.3(b)) and each of the SpinCo Sub-Managers (as defined in Section 4.3(b)). Motorola may, at its discretion, select other individuals to serve in these capacities during the term of this Agreement; provided , however , Motorola will notify SpinCo promptly (and in any event within three Business Days) of any change in individuals serving in these capacities, setting forth the name of the replacement, and stating that such replacement is authorized to act for Motorola in accordance with this Section 4.3(a).

(b) During the term of this Agreement, SpinCo will appoint one of its employees (the “ SpinCo Manager ”) who will have overall responsibility for managing and coordinating the delivery of the Transition Services and one of its employees for each category of service (the “ SpinCo Sub-Manager ”). The SpinCo Manager and each of the SpinCo Sub-Managers will coordinate and consult with the Motorola Manager and each of the Motorola Sub-Managers. SpinCo may, at its discretion, select other individuals to serve in these capacities during the term of this Agreement; provided , however , SpinCo will notify Motorola promptly (and in any event within three Business Days) of any change in individuals serving in these capacities, setting forth the name of the replacement, and stating that such replacement is authorized to act for SpinCo in accordance with this Section 4.3(b).

(c) The Motorola Manager and the SpinCo Manager will meet as expeditiously as possible to resolve any dispute hereunder, and any dispute that is not so resolved within 30 days will be resolved in accordance with the dispute resolution procedures set forth in Section 7.3 of the Separation Agreement. Motorola may treat an act of the SpinCo Manager, and SpinCo may treat the act of the Motorola Manager, in each case, which is consistent with the provisions of this Agreement, as being authorized by such other Party without inquiring behind such act or ascertaining whether the Motorola Manager or the SpinCo Manager, as applicable, had authority to so act; provided , however , that neither the Motorola Manager nor the SpinCo Manager will have authority to amend this Agreement.

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ARTICLE 5

PROPRIETARY RIGHTS

Section 5.1 Software .

(a) In addition to the consideration set forth elsewhere herein, SpinCo will also promptly pay any amounts that are required to be paid to any third Person licensors of software that is used by Motorola in connection with the provision of any Transition Services hereunder, including, without limitation, (i) license, temporary right-to-use and royalty fees and (ii) any amounts that are required to be paid to any such licensors to obtain the consent of such licensors to allow Motorola to provide any of the Transition Services hereunder. SpinCo agrees to comply and cause its Affiliates to comply with the terms of any license or other agreement of Motorola or any of its Affiliates relating to software that is used in connection with the provision of any Transition Services hereunder. Subject to the foregoing and the terms of the Separation Agreement, Motorola will use commercially reasonable efforts to obtain any consent that may be required from such licensors in order to provide any of the Transition Services hereunder and the Parties will cooperate to identify any material licenses or consents and use commercially reasonable efforts to minimize the costs associated therewith.

(b) Any software, development tools, know-how, methodologies, processes, technologies or algorithms owned by Motorola or its Affiliates and which may during the term of this Agreement be operated or used by Motorola or its Affiliates in connection with the performance of the Transition Services hereunder will remain the property of Motorola or its Affiliates, as the case may be, and SpinCo and its Affiliates will have no rights or interests therein, except as may otherwise be set forth in the Intellectual Property License Agreement.

(c) Neither Motorola nor SpinCo will use or have any rights to the trademarks or service marks of the other without prior written consent to such use other than as provided for in the Intellectual Property License Agreement or the Trademark License Agreement. To the extent that such consent is granted, use of such trademarks or service marks will be in accordance with the guidelines set forth by the Party owning such trademarks or service marks with all proper indicia of ownership, including those set forth in the Intellectual Property License Agreement or the Trademark License Agreement.

Section 5.2 IT Services .

(a) While using any data processing or communications services of Motorola (whether or not identified in Annex A ), SpinCo will and will cause each of its Affiliates to, adhere in all respects to Motorola’s corporate information policies (including policies with respect to protection of proprietary information, data privacy and other policies regarding the use of computing resources) as in effect from time to time.

(b) The employees of SpinCo and its Affiliates and non-employee representative of SpinCo and its Affiliates who have access to the SpinCo network may continue to have access to the Motorola Intranet and associated computer applications if they meet the following criteria: (i) such employee and non-employee representative is listed in the SpinCo LDAP/”core directory” or any updates thereto and a current list of these employees and non-employee representatives is available promptly upon request, and a documented process is in place for notification to Motorola of all voluntary and involuntary separations; (ii) SpinCo has a legitimate business need to access resources on the Motorola Intranet during the term of this Agreement; and (iii) such employee and non-employee representative is bound by a non-disclosure agreement or other binding confidentiality obligations for the benefit of Motorola. SpinCo employee and non-employee representative computer and system accounts on the Motorola Intranet that are not required for the transition must be locked. SpinCo’s employees and non-employee representatives that are connected to the Motorola Intranet must continue to adhere in all respects to the information protection safeguards defined in Motorola’s Information Protection Policy IP-01 and Standards for Information Users ( http:///mips.mot.com/policy/genuserstd.htm ) as well as any other security standards for requiring current antivirus protection active at all times, strong access control for all

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computer access, no sharing of passwords, no dual connections to the SpinCo network or any other non-Motorola networks and the Internet or other entity networks, and compliance with the requirements for protection of Motorola’s confidential proprietary information and intellectual assets/property. Motorola’s Information Protection Policy IP-01 and Complete Set of Standards ( http://mips.mot.com/policy/itstandardscomplete.htm ) must be followed when connecting Motorola’s Intranet to SpinCo’s network or any other non-Motorola networks and all external connections to the Motorola network require the review and the written approval of Motorola’s information protection services. Computing assets connected to Motorola’s network are subject to monitoring by intrusion detection instrumentation and are subject to routine vulnerability assessment scans which may occur during connect time.

(c) SpinCo and Motorola will jointly develop mutually acceptable systems conversion plans as soon as reasonably practicable. If necessary to facilitate such conversion, Motorola agrees to use commercially reasonable efforts to assist SpinCo to meet the mutually agreed upon milestones, timelines and resource requirements identified in the final detailed systems conversion plan. Following this process, the plan will be considered firm and will be used by both Motorola and SpinCo to synchronize their own related project efforts. In the event Motorola expects to incur any extraordinary costs in connection with facilitating such conversion, it will notify SpinCo in advance and the Parties will reasonably negotiate and agree upon the items and amounts that SpinCo will pay. Such amounts will be considered and treated as a request for Additional Services pursuant to Section 1.1. Any schedule modifications occurring after the plan is firm will require joint approval by SpinCo and Motorola, such approval not to be unreasonably withheld.

(d) If SpinCo increases its use of Motorola’s central processing unit, storage, server or other network systems and such increased use contributes to the need for Motorola to purchase additional computing capacity that Motorola will not utilize following termination of the Transition Services, SpinCo will pay for that capacity. Motorola will notify SpinCo in advance of capacity issues to allow SpinCo to respond and possibly discontinue use of certain Motorola systems in advance of any additional purchases. Usage consistent with recent past practice of the Transferred Businesses will serve as the basis from which to measure increases in usage. The need for purchasing additional capacity will be subject to the mutual agreement of Motorola and SpinCo.

ARTICLE 6

WARRANTY

Section 6.1 No Warranty; Exclusive Remedy .

(a) Motorola and SpinCo both acknowledge and agree that Motorola has agreed to provide or cause to be provided the Transition Services hereunder as an accommodation to SpinCo. NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED (INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION), ARE MADE BY ANY MEMBER OF THE MOTOROLA GROUP WITH RESPECT TO THE PROVISION OF TRANSITION SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED.

(b) Other than in the event of Motorola’s gross negligence or willful misconduct for which SpinCo shall have a right to seek indemnity hereunder (and without limiting the indemnification rights under Section 6.2(c)), the sole and exclusive remedy of SpinCo with respect to any and all Damages caused by or arising from the performance or non-performance of any Transition Service by

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Motorola (either directly or indirectly) will be the termination of this Agreement in accordance with Section 2.1 hereof; provided , however , that, if capable of being performed or re-performed and if requested by SpinCo, Motorola agrees to perform or re-perform, as applicable, or will cause one or more of its Affiliates or third Persons to perform or re-perform, as applicable, any Transition Service that does not comply with the requirements and level of service set forth in Annex A and Section 1.2(a) hereof.

Section 6.2 Limitation of Liability and Indemnification .

(a) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL ANY PARTY OR ANY OF ITS GROUP MEMBERS BE LIABLE UNDER ANY CIRCUMSTANCES OR LEGAL THEORY FOR DAMAGES RELATED TO INCONVENIENCE, DOWNTIME, INTEREST, COST OF CAPITAL, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF USE, TIME, DATA, OR GOOD WILL, OR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, COLLATERAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE; PROVIDED , HOWEVER , THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY DAMAGES RELATED TO INCONVENIENCE, DOWNTIME, INTEREST, COST OF CAPITAL, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF USE, TIME, DATA, OR GOODWILL, OR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, COLLATERAL OR CONSEQUENTIAL DAMAGES, TO A PERSON WHO IS NOT A MEMBER OF ANY GROUP IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES NOT SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 6.2. THIS SECTION SURVIVES THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.

(b) Except insofar as the claim, demand, suit or recovery relates to Motorola’s gross negligence or willful misconduct, and notwithstanding anything to the contrary and without limiting the Parties’ indemnification rights set forth in the Separation Agreement, SpinCo will and will cause its Affiliates to indemnify and hold harmless Motorola and its Affiliates or any employees providing Transition Services (collectively, the “ Indemnified Party ”) from and against any Damages (including, without limitation, reasonable expenses of investigation and attorneys’ fees incurred or suffered by the Indemnified Party) arising out of any claim made against any member of the Motorola Group by a third Person to the extent caused by or resulting from any of the Transition Services rendered pursuant to the terms of this Agreement; provided , however , that the foregoing will not limit the indemnification obligations of Motorola under Section 6.2(c).

(c) Notwithstanding anything to the contrary and without limiting the Parties’ indemnification rights set forth in the Separation Agreement, Motorola will indemnify SpinCo and its Affiliates (collectively, the “ SpinCo Indemnified Parties ”) against and agrees to defend and hold the SpinCo Indemnified Parties harmless from and against any Damages (including, without limitation, reasonable expenses of investigation and attorneys’ fees incurred or suffered by the SpinCo Indemnified Parties) arising out of the performance of any Transition Service by a third Person service provider on behalf of Motorola, but only to the extent Motorola is indemnified or otherwise compensated by such third Person service provider for any breach of its obligations to Motorola with respect to the provision of such Transition Service and, in such event, only on a pro rata basis taking into account all businesses of Motorola and its Affiliates similarly affected.

Section 6.3 Relationship of the Parties . Each of Motorola and SpinCo is and will remain at all times an independent contractor of the other Party in the performance of all Transition Services hereunder. In all matters relating to this Agreement, each of Motorola and SpinCo will be solely

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responsible for the acts of its employees and agents, and employees or agents of one Party will not be considered employees or agents of the other Party nor entitled to any employee benefits of such other Party as a result of this Agreement. Except as otherwise provided herein, no Party will have any right, power or authority to create any obligation, express or implied, on behalf of any other Party nor will any Party act or represent or hold itself out as having authority to act as an agent or partner of any other Party, or in any way bind or commit any other Party to any obligations. Nothing in this Agreement is intended to create or constitute a joint venture, partnership, agency, trust or other association of any kind among the Parties or persons referred to herein and each Party will be responsible only for its respective obligations as set forth in this Agreement.

Section 6.4 Compliance with Laws . Each of Motorola and SpinCo will comply with all applicable laws, rules, ordinances and regulations of any governmental entity or regulatory agency governing the Transition Services to be provided hereunder. Neither Motorola nor SpinCo will take any action in violation of any applicable law, rule, ordinance or regulation that could result in liability being imposed on the other Party.

Section 6.5 Remedies . The Parties agree that irreparable damage may occur in the event that any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached. It is accordingly agreed that each of the Parties shall be entitled to seek equitable relief to prevent or remedy breaches of this Agreement, without the proof of actual damages, including in the form of an injunction or injunctions or orders for specific performance in respect of such breaches. Each Party agrees to waive any requirement for the security or posting of any bond in connection with any such equitable remedy.

ARTICLE 7

GENERAL

Section 7.1 Binding Effect and Assignment . This Agreement binds and benefits the Parties and their respective successors and assigns. No Party may assign any of its rights or delegate any of its obligations under this Agreement without the written consent of the other Parties, which consent may be withheld in such Party’s sole and absolute discretion and any assignment or attempted assignment in violation of the foregoing will be null and void; provided , however , that, subject to Section 4.1, Motorola may delegate its duties hereunder to such Affiliates or third Person service providers as may be qualified to provide the Transition Services; provided , further , that Motorola will provide at least 45 days’ notice to SpinCo prior to any such delegation of any duties hereunder, and in the event SpinCo reasonably objects to any such delegation, Motorola will reasonably assist in the process of transitioning such service to SpinCo or SpinCo’s designee prior to any such delegation.

Section 7.2 Entire Agreement; Amendments . This Agreement, the Separation Agreement and each of the annexes, exhibits and schedules appended hereto and thereto constitute the final agreement among the Parties, and is the complete and exclusive statement of the Parties’ agreement, on the matters contained herein. All prior and contemporaneous negotiations and agreements among the Parties with respect to the matters contained herein are superseded by this Agreement and Annex A . The Parties may amend this Agreement and Annex A only by a written agreement signed by each Party to be bound by the amendment and that identifies itself as an amendment to this Agreement or Annex A .

Section 7.3 Force Majeure . In the event that Motorola is delayed in or prevented from performing its obligations under this Agreement, in whole or in part, due to an act of God, fire, flood, storm, explosion, civil disorder, strike, lockout or other labor trouble, material shortages of utilities, facilities, labor, materials or equipment, delay in transportation, breakdown or accident, any law, order, proclamation, regulation, ordinance, demand or requirement of any governmental authority, riot, war, acts

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of terror, rebellion, or other cause beyond the control of Motorola (each a “ Force Majeure Event ”), then upon written notice to SpinCo, (i) the affected provisions and/or other requirements of this Agreement will be suspended to the extent necessary during the period of such disability, (ii) Motorola will have the right to apportion its services in an equitable manner to all users and (iii) Motorola will have no liability to SpinCo or any other party in connection therewith. Motorola will resume full performance of this Agreement as soon as reasonably practicable following the conclusion of the Force Majeure Event.

Section 7.4 Construction of Agreement .

(a) Where this Agreement or Annex A states that a Party “ will ” perform in some manner or otherwise act or omit to act, it means that the Party is legally obligated to do so in accordance with this Agreement or Annex A .

(b) The captions, titles and headings included in this Agreement and Annex A are for convenience only, and do not affect this Agreement’s or Annex A ’s construction or interpretation. When a reference is made in this Agreement to an Article or a Section, annex, exhibit or schedule, such reference will be to an Article or Section of, or an annex, exhibit or schedule to, this Agreement unless otherwise indicated.

(c) This Agreement is for the sole benefit of the Parties hereto and do not, and are not intended to, confer any rights or remedies in favor of any Person (including any employee or stockholder of Motorola or SpinCo) other than the Parties signing this Agreement.

(d) The words “ including ,” “ includes ,” or “ include ” are to be read as listing non-exclusive examples of the matters referred to, whether or not words such as “ without limitation ” or “ but not limited to ” are used in each instance.

(e) Any reference in this Agreement or Annex A to the singular includes the plural where appropriate. Any reference in this Agreement or Annex A to the masculine, feminine or neuter gender includes the other genders where appropriate.

(f) Unless otherwise specified, all references in this Agreement or Annex A to “ dollars ” or “ $ ” means United States Dollars.

Section 7.5 Severability . If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential terms and conditions of this Agreement for each Party remain valid, binding and enforceable.

Section 7.6 Counterparts . The Parties may execute this Agreement in multiple counterparts, each of which constitutes an original as against the Party that signed it, and all of which together constitute one agreement. The signatures of the Parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission that includes a copy of the sending Party’s signature is as effective as signing and delivering the counterpart in person.

Section 7.7 Notices . Each Party giving any notice required or permitted under this Agreement will give the notice in writing and use one of the following methods of delivery to the Party to be notified, at the address set forth below or another address of which the sending Party has been notified in accordance with this Section 7.7: (a) personal delivery; (b) facsimile or telecopy transmission with a reasonable method of confirming transmission; (c) commercial overnight courier with a reasonable method of confirming delivery; or (d) pre-paid, United States of America certified or registered mail, return receipt requested. Notice to a Party is effective for purposes of this Agreement only if given as provided in this Section 7.7 and will be deemed given on the date that the intended addressee actually receives the notice.

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Section 7.8 Nonwaiver . The Parties may waive a provision of this Agreement or Annex A only by a writing signed by the Party intended to be bound by the waiver. A Party is not prevented from enforcing any right, remedy or condition in the Party’s favor because of any failure or delay in exercising any right or remedy or in requiring satisfaction of any condition, except to the extent that the Party specifically waives the same in writing. A written waiver given for one matter or occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver for any other matter or occasion. Any enumeration of a Party’s rights and remedies in this Agreement is not intended to be exclusive, and a Party’s rights and remedies are intended to be cumulative to the extent permitted by law and include any rights and remedies authorized in law or in equity.

Section 7.9 Confidentiality . Subject to the terms of the Separation Agreement, each Party will cause each of its Affiliates and each of their officers, directors, employees, agents, representatives, successors and assigns to hold all information relating to the business of any other Party disclosed to it by reason of this Agreement confidential and will not disclose any of such information to any party unless legally compelled to disclose such information; provided , however , that to the extent that a Party may become so legally compelled, such Party may only disclose such information if it will first have used reasonable efforts to, and, if practicable, will have afforded the other Parties the opportunity to obtain, an appropriate protective order or other satisfactory assurance of confidential treatment for the information required to be so disclosed.

Section 7.10 Governing Law . The internal laws of the State of Delaware (without reference to its principles of conflicts of law) govern the construction, interpretation and other matters arising out of or in connection with this Agreement, and each of the annexes, schedules or exhibits hereto (whether arising in contract, tort, equity or otherwise). Any disputes arising hereunder will be resolved in accordance with Section 7.3 of the Separation Agreement, the terms of which are incorporated by reference herein.

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* * * * *

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IN WITNESS WHEREOF, each of the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date and year first set forth above.

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EXHIBIT 10.7

AMENDED AND RESTATED EMPLOYEE MATTERS AGREEMENT

THIS AMENDED AND RESTATED EMPLOYEE MATTERS AGREEMENT (the “ Agreement ”) is made and entered into effective as of July 31, 2010 by and among Motorola, Inc., a Delaware corporation (“ Motorola ”), Motorola SpinCo Holdings Corporation, a Delaware corporation and a wholly-owned subsidiary of Motorola (“ SpinCo ”), and Motorola Mobility, Inc., a Delaware corporation and wholly-owned subsidiary of Motorola (“ Mobility ”). Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Separation Agreement (as defined herein).

RECITALS

WHEREAS, Motorola has determined that it would be appropriate, desirable and in the best interests of Motorola and Motorola’s stockholders to separate the Transferred Businesses from Motorola pursuant to and in accordance with the Master Separation and Distribution Agreement dated July 31, 2010 by and among Motorola, SpinCo and Mobility (as it may have been amended and restated from time to time, the “ Separation Agreement ”);

WHEREAS, certain individuals who work in or are assigned to the Transferred Businesses and are directly employed by Motorola or its Affiliates will receive offers of employment from, or will otherwise become employees of, SpinCo, Mobility or their Affiliates pursuant to this Agreement or by operation of applicable local laws; and

WHEREAS, the parties hereto wish to set forth their agreement as to certain matters regarding the treatment of, and the compensation and employee benefits provided to, those former employees of Motorola or its Affiliates who become employees of SpinCo, Mobility, or their Affiliates as described above, pursuant to the terms of this Agreement or by operation of applicable local laws.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth below and in the Separation Agreement and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereby agree as follows:

ARTICLE 1

DEFINITIONS

For purposes of this Agreement, the following definitions apply:

“ Affiliate ” of any specified Person means any other Person directly or indirectly “ controlling ,” “ controlled by ,” or “ under common control with ” (within the meaning of the Securities Act), such specified Person; provided , however , that for purposes of this Agreement, unless this Agreement expressly provides otherwise, the determination of whether a Person is an Affiliate of another Person will be made assuming that no member of the Motorola Group is an Affiliate of any member of the SpinCo Group.

“ Business Day ” means a day other than a Saturday, a Sunday or a day on which banking institutions located in Chicago, Illinois or New York, New York are authorized or obligated by law or executive order to close.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Contractor ” means a person, other than an employee, who works in or is assigned to the businesses of Motorola, SpinCo, Mobility, or any of their Affiliates.

“ Controlled Group Member ” means, as to Motorola or SpinCo, any other entity which either is part of a controlled group of corporations which includes that party or is a trade or business under common control with that party, as defined in Sections 414(b), (c), and (m) of the Code.

“ Delayed Transfer Countries ” means the Czech Republic, India, Germany, Greece, South Korea, Vietnam, Ecuador, and Guatemala.

“ Distribution ” means the distribution of all of the outstanding shares of SpinCo Common Stock to holders of shares of Motorola Common Stock.

“ Distribution Date ” means the date on which the Distribution occurs.

“ Distribution Ratio ” means the fraction, (i) the numerator of which is the number of shares of SpinCo Common Stock beneficially owned by Motorola or any other member of the Motorola Group on the Record Date, and (ii) the denominator of which is the number of shares of Motorola Common Stock outstanding on the Record Date.

“ Effective Date ” means July 31, 2010.

“ Eligible Inactive Employees ” means those U.S. Employees and Non-U.S. Employees who are on an approved leave of absence at the time of the SpinCo Employment Date and who the parties agree will not transfer their employment on the SpinCo Employment Date unless legally required. Eligible Inactive Employees will be separately identified as such on Schedules 1(a) and 1(b). Notwithstanding the foregoing, if any such U.S. Employee or Non-U.S. Employee would fall within this definition of “Eligible Inactive Employee” but has otherwise been expressly designated prior to the SpinCo Employment Date to immediately participate in the corollary SpinCo or Mobility Employee Benefit Plan which governs such leave of absence immediately as of such SpinCo Employment Date (instead of the Motorola Employee Benefit Plan which would normally govern such leave of absence), then such U.S. Employee or Non-U.S. Employee will not constitute an “Eligible Inactive Employee” but instead will qualify as a Transferred Employee and otherwise not be identified on Schedule 1(a).

“ Employee Benefit Plan ” means:

(a) any plan, fund, or program which provides health, medical, surgical, hospital or dental care or other welfare benefits, or benefits in the event of sickness, accident or disability, or death benefits, apprenticeship or other training programs, or day care centers, scholarship funds, or prepaid legal services;

(b) any plan, fund, or program which provides retirement income to employees or results in a deferral of income by employees for periods extending to the termination of covered employment or beyond;

(c) any plan, fund or program which provides severance, unemployment, vacation or fringe benefits (including dependent and health care accounts);

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(d) any incentive compensation plan, deferred compensation plan, stock option or stock-based incentive or compensation plan, or stock purchase plan; or

(e) any other “employee pension benefit plan” (as defined in Section 3(2) of ERISA), any other “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), and any other written or oral plan, agreement or arrangement involving direct or indirect compensation including, without limitation, insurance coverage, severance benefits, disability benefits, fringe benefits, pension or retirement plans, profit sharing, deferred compensation, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement compensation.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.

“ Motorola Adjustment Factor ” means the ratio of (i) the “regular way” closing price per share of Motorola Common Stock on the New York Stock Exchange on the trading date immediately prior to the Post-Distribution Trading Date, divided by (ii) the volume weighted average price per share of Motorola Common Stock trades on the New York Stock Exchange between 8:30 Central Standard Time and 15:00 Central Standard Time on the Post-Distribution Trading Date, as published by Bloomberg at or about 15:30 Central Standard Time on the Post-Distribution Trading Date. The Motorola Adjustment Factor will be carried out to six decimal places.

“ Motorola Business ” means the businesses or operations of the Motorola Group other than the Transferred Businesses.

“ Motorola Common Stock ” means the common stock, par value $0.01 per share, of Motorola.

“ Motorola Equity Plans ” means the Motorola Omnibus Incentive Plan of 2006, the Motorola Omnibus Incentive Plan of 2003, the Motorola Omnibus Incentive Plan of 2002, the Motorola Omnibus Incentive Plan of 2000, the Motorola Compensation/Acquisition Plan of 2000, and the Motorola Amended and Restated Incentive Plan of 1998.

“ Motorola Group ” means Motorola and each Person that is or becomes an Affiliate of Motorola (other than any member of the SpinCo Group).

“ Motorola Non-U.S. Plans ” means Motorola’s and its Affiliates’ Employee Benefit Plans (i) in which any of the Non-U.S. Transferred Employees have been eligible to participate immediately prior to the SpinCo Employment Date or (ii) with respect to which any of the Non-U.S. Transferred Employees constituted an employee group covered thereunder immediately prior to the SpinCo Employment Date even if not yet participating thereunder until completion of all applicable eligibility requirements.

“ Motorola Shared Employee Contract ” means any agreements entered into by Motorola or one of its Affiliates with current or former employees and not included in the Transferred Assets that relate to the protection of trade secrets, intellectual property, confidential information, customer relationships and goodwill of the Transferred Businesses, including, but not limited to, any Confidentiality and Assignment of Inventions Agreement, Stock Option Consideration Agreement, or Restricted Stock Unit Agreement and any such agreements that limit or restrict the activities of employees during or following termination of employment.

“ Motorola U.S. Plans ” means Motorola’s and its Affiliates’ Employee Benefit Plans (i) in which any of the U.S. Transferred Employees have been eligible to participate immediately prior to the SpinCo Employment Date or (ii) with respect to which any of the U.S. Transferred Employees constituted an employee group covered thereunder immediately prior to the SpinCo Employment Date even if not yet participating thereunder until completion of all applicable eligibility requirements.

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“ Non-U.S. Employee ” means each employee of Motorola or of any Affiliate of Motorola on a non-U.S. payroll immediately prior to the SpinCo Employment Date who works in or is assigned to the Transferred Businesses and is listed on Schedule 1(a), as such Schedule 1(a) will be amended between the SpinCo Employment Date and the Distribution Date to reflect changes which the parties agree have occurred in the ordinary course of business. Schedule 1(a) will be completed by Motorola in cooperation with SpinCo and Mobility; an initial version will be agreed between Motorola, SpinCo, and Mobility within a reasonable period of time prior to the SpinCo Employment Date, and an updated version thereof will be agreed between Motorola, SpinCo, and Mobility within a reasonable period of time after the Distribution Date.

“ Non-U.S. Transferred Employee ” means each Non-U.S. Employee who accepts an offer of employment from, or otherwise by the operation of applicable local law becomes an employee of, SpinCo, Mobility, or one of their Affiliates, as contemplated by Article 3. Each such person will be separately identified as such on each version of Schedule 1(a) following the applicable SpinCo Employment Date.

“ Other Non-U.S. SpinCo Employee ” means each employee of SpinCo, Mobility, or one of their Affiliates on a non-U.S. payroll as of the Distribution Date other than a Non-U.S. Transferred Employee.

“ Other U.S. SpinCo Employee ” means each employee of SpinCo, Mobility, or one of their Affiliates on a U.S. payroll as of the Distribution Date other than a U.S. Transferred Employee.

“ Post-Distribution Trading Date ” means the date on which Spinco Common Stock begins to trade “regular way” on the New York Stock Exchange.

“ Record Date ” means the close of business on the date to be determined by Motorola’s board of directors as the record date for determining the stockholders of Motorola entitled to receive shares of SpinCo Common Stock pursuant to the Distribution.

“ Reverse Transfer ” has the meaning set forth in Section 2.8 of the Separation Agreement. As described therein, a Reverse Transfer occurs when a Reverse Transferor transfers the local Motorola Business to a Reverse Transferee so that the shares of the Reverse Transferor can be included in the Transferred Assets and the Reverse Transferor can become part of the SpinCo Group.

“ Reverse Transferee ” has the meaning set forth in Section 2.8 of the Separation Agreement. As described therein, a Reverse Transferee is a Motorola Subsidiary that receives the local Motorola Business from a Reverse Transferor in a country in which a Reverse Transfer takes place. Reverse Transferees will remain members of the Motorola Group following the Distribution Date.

“ Reverse Transfer Employee ” means each employee of a Reverse Transferor on a non-U.S. payroll immediately prior to the date of a Reverse Transfer who works in or is assigned to the Motorola Business and is listed on Schedule 1(c), as such Schedule 1(c) will be amended between the date of the Reverse Transfer and the Distribution Date to reflect changes which the parties agree have occurred in the ordinary course of business. Schedule 1(c) will be completed by Motorola in cooperation with SpinCo and Mobility; an initial version will be agreed between Motorola, SpinCo, and Mobility within a reasonable period of time prior to the date of the Reverse Transfer, and an updated version thereof will be agreed between Motorola, SpinCo, and Mobility within a reasonable period of time after the Distribution Date.

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“ Reverse Transfer Hired Employee ” means each Reverse Transfer Employee who accepts an offer of employment from, or otherwise by the operation of applicable local law becomes an employee of, a Reverse Transferee, as contemplated by Section 3.5. Each such person will be separately identified as such on each version of Schedule 1(c) following the date of the applicable Reverse Transfer.

“ Reverse Transferor ” has the meaning set forth in Section 2.8 of the Separation Agreement. As described therein, a Reverse Transferor is an existing Motorola Subsidiary that transfers the local Motorola Business to a Reverse Transferee in a country in which a Reverse Transfer takes place. Reverse Transferors will become members of the SpinCo Group after giving effect to the Contribution.

“ SpinCo Adjustment Factor ” means the ratio of (i) the “regular way” closing price per share of Motorola Common Stock on the New York Stock Exchange on the trading date immediately prior to the Post-Distribution Trading Date, divided by (ii) the volume weighted average price per share of SpinCo Common Stock trades on the New York Stock Exchange between 8:30 Central Standard Time and 15:00 Central Standard Time on the Post-Distribution Trading Date, as published by Bloomberg at or about 15:30 Central Standard Time on the Post-Distribution Trading Date. The SpinCo Adjustment Factor will be carried out to six decimal places.

“ SpinCo COBRA Qualified Beneficiaries ” means former U.S. Employees who are actively employed on the SpinCo Employment Date, but terminate employment prior to the Distribution Date and who timely elect continuation coverage under an applicable Motorola Employee Benefit Plan. Each such person will be separately identified as such on Schedule 1(d). Schedule 1(d) will be completed by Motorola in cooperation with SpinCo and Mobility within a reasonable period of time after the Distribution Date.

“ SpinCo Common Stock ” means the common stock, par value $0.01 per share, of SpinCo.

“ SpinCo Employment Date ” means (i) with respect to any country and any Transferred Employee, the date that SpinCo, Mobility, or one of their Affiliates will become the employer of the Transferred Employees in that country pursuant to Articles 2 or 3 below, as applicable, or (ii) with respect to any Other U.S. SpinCo Employee or Other Non-U.S. SpinCo Employee, the date that SpinCo, Mobility, or one of their Affiliates becomes the employer of the Other U.S. SpinCo Employee or Other Non-U.S. SpinCo Employee. The SpinCo Employment Date of all Transferred Employees not on a payroll in the Delayed Transfer Countries will be July 31, 2010, and the SpinCo Employment Date of all Transferred Employees on a payroll in the Delayed Transfer Countries will be a date to be mutually determined by the parties, but not later than the Distribution Date.

“ SpinCo Group ” means SpinCo, Mobility, each Subsidiary of Mobility as of the Effective Date, each Person that becomes a Subsidiary of Mobility pursuant to the Mobility Contribution, and each other Person that becomes an Affiliate of SpinCo and Mobility after the Effective Date.

“ SpinCo Non-U.S. Plans ” means SpinCo’s, Mobility’s, or one of their Affiliates’ Employee Benefit Plans under which any of the Non-U.S. Transferred Employees will be eligible to participate as of the SpinCo Employment Date or a later date.

“ SpinCo Shared Employee Contract ” means any agreements entered into by (i) Motorola with current or former employees of Motorola or subsidiaries of Motorola or (ii) SpinCo or Mobility with any Transferred Employee as a replacement or conversion of the agreements described in clause (i) of this definition, in each case, that relate to the protection of trade secrets, intellectual property, confidential information, customer relationships and goodwill of the Motorola Business, including, but not limited to, any Confidentiality and Assignment of Inventions Agreement, Stock Option Consideration Agreement, or Restricted Stock Unit Agreement and any such agreements that limit or restrict the activities of employees during or following termination of employment.

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“ SpinCo U.S. Plans ” means SpinCo’s, Mobility’s, or one of their Affiliates’ Employee Benefit Plans under which any of the U.S. Transferred Employees will be eligible to participate as of January 1, 2011, or as of the Distribution Date, as specified herein.

“ Transferred Businesses ” means the MD Business and the Home Business, as those terms are defined in the Separation Agreement.

“ Transferred Contractor ” means each Contractor who works in or is assigned to the Transferred Businesses as of the SpinCo Employment Date in each country where the Contractor is engaged.

“ Transferred Employee ” means any U.S. Transferred Employee and any Non-U.S. Transferred Employee.

“ U.S. Employee ” means each employee of Motorola or any Affiliate of Motorola on a U.S. payroll immediately prior to the SpinCo Employment Date who works in or is assigned to the Transferred Businesses and is listed on Schedule 1(b), as such Schedule 1(b) will be amended between the SpinCo Employment Date and the Distribution Date to reflect changes which the parties agree have occurred in the ordinary course of business. Schedule 1(b) will be completed by Motorola in cooperation with SpinCo and Mobility; an initial version will be agreed between Motorola, SpinCo, and Mobility within a reasonable period of time prior to the SpinCo Employment Date; and an updated version thereof will be agreed between Motorola, SpinCo, and Mobility within a reasonable period of time after the Distribution Date.

“ U.S. Transferred Employee ” means each U.S. Employee transferred to employment with SpinCo, Mobility, or one of their Affiliates as provided in Article 2. Each such person will be separately identified as such on each version of Schedule 1(b) following the applicable SpinCo Employment Date.

ARTICLE 2

U.S. TRANSFERRED EMPLOYEE MATTERS

2.1 U.S. Transferred Employees .

(a) Effective as of the SpinCo Employment Date, SpinCo or Mobility, as the case may be, will become the employer of each U.S. Employee who is transferred on the SpinCo Employment Date and elects to continue in his or her employment thereafter.

(b) If any Eligible Inactive Employee on the U.S. payroll becomes eligible to return to active work status after the SpinCo Employment Date and at a time when he or she would be entitled to reemployment under either applicable law or Motorola’s policies and procedures in existence immediately prior to the SpinCo Employment Date, SpinCo or Mobility, as the case may be, will extend an offer of employment to such person within five Business Days after SpinCo’s first being notified in writing by the Eligible Inactive Employee, or Motorola on his/her behalf, of such person’s becoming eligible to work, and any such person who accepts such an offer will be treated as a U.S. Transferred Employee as of his or her date of hire with SpinCo or Mobility, as the case may be, (which date of hire will be specified in the written offer from SpinCo or Mobility, as the case may be, to the Eligible Inactive Employee and will be substituted for the “SpinCo Employment Date” as to that U.S. Transferred Employee for all purposes of this Agreement). SpinCo or Mobility, as the case may be, agrees that its offer of employment will meet whatever requirements may exist for reinstating the Eligible Inactive Employee under applicable law or Motorola’s policies and procedures in existence immediately prior to the SpinCo Employment Date.

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(c) If any U.S. Transferred Employee is hired by any Affiliate of SpinCo or Mobility, then that Affiliate will be bound by (and SpinCo or Mobility, as the case may be, will cause that Affiliate to honor) all of the provisions of this Agreement that would have applied to SpinCo or Mobility, as the case may be, with respect to that U.S. Transferred Employee, for such period as SpinCo or Mobility, as the case may be, would have been bound by such provisions.

2.2 Compensation . SpinCo or Mobility, as the case may be, will compensate each U.S. Transferred Employee at the time of the SpinCo Employment Date:

(a) at a base wage or base salary rate and any applicable variable pay rate (e.g., shift differential pay) which will not be less than that provided to the U.S. Transferred Employee by Motorola immediately prior to the SpinCo Employment Date; provided , however , that the foregoing provisions of this Section 2.2(a) will not preclude SpinCo or Mobility, as the case may be, from making individual wage and salary adjustments in the ordinary course of business, including, but not limited to, aligning pay to job responsibilities; and

(b) with target incentive pay or other additional compensation opportunities substantially comparable in the aggregate to the target incentive pay or other compensation opportunities for which the U.S. Transferred Employee was eligible immediately prior to the SpinCo Employment Date.

2.3 Severance . Effective on the Distribution Date, SpinCo or Mobility, as the case may be, will create a severance program (the “ SpinCo Severance Plan ”) which provides severance allowances and benefits which are no less favorable than the severance allowance and benefits that would have been provided with respect to any U.S. Transferred Employee who would have been severed under the Motorola, Inc. Involuntary Severance Plan as in effect on the date hereof (the “ Motorola Severance Plan ”). The SpinCo Severance Plan will credit all U.S. Transferred Employees with their service with Motorola and its Affiliates prior to the SpinCo Employment Date in accordance with Section 2.5.

2.4 Paid Time Off . During the period from the SpinCo Employment Date through 11:59 p.m. on the day preceding the Distribution Date, SpinCo or Mobility, as the case may be, will adopt and adhere to the Paid Time Off policy of Motorola as in effect on the date hereof for the benefit of all U.S. Transferred Employees and Other U.S. SpinCo Employees, and will be responsible for paying or providing all accrued leave thereunder with respect to such U.S. Transferred Employees and Other U.S. SpinCo Employees. On and after the Distribution Date, U.S. Transferred Employees’ and Other U.S. SpinCo Employees’ entitlement to Paid Time Off or vacation time will be accrued and used only in accordance with SpinCo’s or Mobility’s, as the case may be, own Paid Time Off or vacation policy.

2.5 Service Credit . SpinCo or Mobility, as the case may be, will provide each U.S. Transferred Employee or Other U.S. SpinCo Employee with full credit for all purposes under the SpinCo U.S. Plans (including, without limitation, any SpinCo paid time off and severance plans or policies), for pre-Distribution Date (i) service with Motorola and its Affiliates and Controlled Group Members (including SpinCo), and (ii) service credited under the comparable Motorola U.S. Plans for employment other than with Motorola and its Affiliates and Controlled Group Members; provided , however , that in no event will SpinCo be required to provide any service credit to any U.S. Transferred Employee or Other U.S. SpinCo Employee to the extent SpinCo determines in its discretion that the provision of such credit would result in any duplication of benefits or unusual or unintended increase in benefits.

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2.6 401(k) Plan .

(a) Effective for the period commencing on the SpinCo Employment Date and continuing through December 31, 2010, SpinCo and/or Mobility will adopt the Motorola 401(k) Plan (the “ Motorola 401(k) Plan ”) for the benefit of SpinCo’s and/or Mobility’s eligible employees, and Motorola will consent to such adoption, in accordance with the terms of the Motorola 401(k) Plan. Effective 11:59 p.m. on December 31, 2010, the U.S. Transferred Employees and Other U.S. SpinCo Employees will cease to participate in the Motorola 401(k) Plan. Effective January 1, 2011, the U.S. Transferred Employees and Other U.S. SpinCo Employees will be eligible to commence participation in the 401(k) plan established by SpinCo (the “ SpinCo 401(k) Plan ”) that will be comparable to the Motorola 401(k) Plan. The SpinCo 401(k) Plan will credit all U.S. Transferred Employees and Other U.S. SpinCo Employees with their service with Motorola, SpinCo, Mobility and their Affiliates prior to the SpinCo Employment Date in accordance with Section 2.5.

(b) As soon as is reasonably practicable following January 1, 2011, Motorola and SpinCo and/or Mobility, as the case may be, will cause a trust-to-trust transfer of account balances related to the U.S. Transferred Employees and any Other U.S. SpinCo Employees (including any outstanding loans) from the Motorola 401(k) Plan to the SpinCo 401(k) Plan, in accordance with Section 411(d)(6) and 414(1) of the Code and the terms of a 401(k) transfer agreement, which will be executed by the parties prior to such transfer. SpinCo employees who hold shares of Motorola Common Stock in their 401(k) Plan account as of the record date for the Distribution will have their account credited with shares of SpinCo Common Stock resulting from the Distribution. On the Distribution Date, shares of SpinCo Common Stock based on the distribution ratio for every share of Motorola Common Stock held in such employee’s Motorola 401(k) Plan stock fund account, will be credited to an account for the SpinCo employee under the SpinCo 401(k) Plan. If such shares of SpinCo common stock are not actually delivered to the SpinCo 401(k) Plan on the Distribution Date, they will be delivered as soon as practicable thereafter. The SpinCo employees will be obligated to sell the shares of Motorola Common Stock and SpinCo Common Stock credited to their SpinCo 401(k) Plan accounts in the Distribution by no later than December 31, 2011, subject to the provisions of the SpinCo 401(k) Plan and applicable law. No additional shares of SpinCo and/or Motorola Common Stock may be acquired and held in the SpinCo 401(k) Plan by the SpinCo employees.

2.7 Motorola Pension Plan .

(a) Immediately prior to the Distribution Date, each U.S. Transferred Employee and Other U.S. SpinCo Employee who is a participant in the Motorola Pension Plan will cease to actively participate in the Motorola Pension Plan. As of the Distribution Date, each such U.S. Transferred Employee and Other U.S. SpinCo Employee will be treated as a terminated vested participant under the Motorola Pension Plan.

(b) As soon as practicable after the Distribution Date, Motorola will cause the Motorola Pension Plan to (i) inform the U.S. Transferred Employees and Other U.S. SpinCo Employees who are participants in such plan of their rights thereunder; and (ii) permit any U.S. Transferred Employees and Other U.S. SpinCo Employees who are eligible to receive their vested accrued benefit under the Motorola Pension Plan to elect to take a distribution in accordance with the terms of the Motorola Pension Plan. Following this, SpinCo or Mobility, as the case may be, will direct the plan administrator of the SpinCo 401(k) Plan to take any and all necessary action to permit the U.S. Transferred Employees and Other U.S. SpinCo Employees described in clause (ii) above, if requested by them, to roll over directly their distributions from the Motorola Pension Plan to the SpinCo 401(k) Plan, so long as such rollover is in accordance with the rollover provisions of the SpinCo 401(k) Plan.

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2.8 Medical and Dental Plans . Effective for the period commencing on the SpinCo Employment Date and ending on December 31, 2010, SpinCo and Mobility will be added as participating employers to the Motorola Employee Medical Benefits Plan (the “ Motorola Medical Plan ”) and the Motorola Employee Dental Benefits Plan (the “ Motorola Dental Plan ”) for the benefit of the eligible U.S. Transferred Employees and Other U.S. SpinCo Employees and SpinCo COBRA Qualified Beneficiaries, and Motorola will consent thereto, all in accordance with the terms of those plans. Effective 11:59 p.m. on December 31, 2010, the U.S. Transferred Employees and the Other U.S. SpinCo Employees, and SpinCo COBRA Qualified Beneficiaries will cease to participate in the Motorola Medical Plan and Motorola Dental Plan. Commencing on January 1, 2011, SpinCo and/or Mobility, as the case may be, will provide each eligible U.S. Transferred Employee and Other U.S. SpinCo Employee and SpinCo COBRA Qualified Beneficiaries with the medical and dental coverage, under one or more medical plan(s) and dental plan(s) maintained by SpinCo or Mobility, as the case may be, covering eligible U.S. Transferred Employees and Other U.S. SpinCo Employees and SpinCo COBRA Qualified Beneficiaries (the “ SpinCo Medical Plan(s) ” and “ SpinCo Dental Plan(s) ,” respectively), comparable to the coverage that will be provided under the Motorola Medical Plan and the Motorola Dental Plan to Motorola employees as of December 31, 2010; provided however, such coverage will comply with the Patient Protection and Affordable Care Act.

2.9 Retiree Medical Coverage . Effective for the period commencing on the SpinCo Employment Date and ending on the day preceding the Distribution Date, SpinCo and/or Mobility, as the case may be, will adopt as a participating employer the Motorola Post-Employment Health Benefits Plan (the “ Retiree Health Plan ”) for the period commencing as of the SpinCo Employment Date through the day preceding the Distribution Date for the benefit of the eligible U.S. Transferred Employees, Other U.S. SpinCo Employees, and SpinCo COBRA Qualified Beneficiaries, and Motorola will consent thereto, all in accordance with the terms of those plans. As of the Distribution Date, SpinCo or Mobility, as the case may be, will no longer be a participating employer in the Retiree Health Plan and any Transferred Employee who meets the eligibility requirements of the Retiree Health Plan as of 11:59 p.m. on the day preceding the Distribution Date will be eligible for coverage at a future date pursuant to the terms of the Retiree Health Plan. If such Transferred Employee is not eligible as of 11:59 p.m. on the day preceding the Distribution Date, the Transferred Employee will not be eligible for Retiree Health Plan benefits pursuant to the terms of the Retiree Health Plan. Notwithstanding any other provision of this Agreement, Motorola expressly reserves the right to amend, alter, modify the terms of, or terminate the Retiree Health Plan at any time and to interpret the provisions of that plan with respect to all of its current or former employees.

2.10 Flexible Spending Accounts . Effective for the period commencing on the SpinCo Employment Date and ending on December 31, 2010, SpinCo and/or Mobility, as the case may be, will be added as a participating employer, to the Motorola Pre-Tax Contributions and Healthcare Flexible Benefits Plan and the Motorola Dependent Care Plan, (the “ Motorola FSA Plan ” and “ Motorola DCA Plan ,” respectively), both designed to comply with Section 125 of the Code, for the benefit of its eligible employees, and Motorola will consent thereto, in accordance with the respective terms of such plans. Effective 11:59 p.m. on December 31, 2010, the U.S. Transferred Employees, Other U.S. SpinCo Employees, and SpinCo COBRA Qualified Beneficiaries under the FSA and/or DCA Plans will cease to contribute to the Motorola FSA and/or DCA Plans, in accordance with the respective terms of such plans. Commencing on January 1, 2011, SpinCo and/or Mobility, as the case may be, will provide each eligible U.S. Transferred Employee, Other U.S. SpinCo Employee, and SpinCo COBRA Qualified Beneficiaries with flexible spending accounts under the flexible spending plans maintained by SpinCo or Mobility, as the case may be, covering eligible U.S. Transferred Employees and Other U.S. SpinCo Employees and SpinCo COBRA Qualified Beneficiaries (the “ SpinCo FSA Plan ” and “ SpinCo DCA Plan ”, respectively) comparable to the coverage that had been provided to Motorola employees under the Motorola FSA Plan and the Motorola DCA Plan as of December 31, 2010; provided however, such coverage will comply with the Patient Protection and Affordable Care Act.

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2.11 Life Insurance, Adoption and Other Welfare Benefits . Effective for the period commencing on the SpinCo Employment Date and ending on December 31, 2010, SpinCo and/or Mobility, as the case may be, will be added, as a participating employer, to the following Motorola welfare plans: Motorola Adoption Assistance Program, the Motorola Group Life and Business Travel Accident Insurance Benefit Plan, and the Motorola, Inc. New Jersey Short Term Disability Benefit Plan, (the “ Motorola Other Welfare Plans ”) for the benefit of its eligible employees, and Motorola will consent thereto, all in accordance with the terms of those plans. Effective as of 11:59 p.m. on December 31, 2010, the U.S. Transferred Employees and the Other U.S. SpinCo Employees will cease to participate in these Motorola Other Welfare Plans. Commencing on January 1, 2011, SpinCo or Mobility, as the case may be, will provide each eligible U.S. Transferred Employee and Other U.S. SpinCo Employee with coverage, under one or more welfare plan(s) maintained by SpinCo or Mobility, as the case may be, covering eligible U.S. Transferred Employees and Other U.S. SpinCo Employees (the “ SpinCo Other Welfare Plans”) and comparable to the coverage that will be provided to Motorola employees under the Motorola Other Welfare Plans as of December 31, 2010; provided however, that benefit levels may vary under the SpinCo Adoption Assistance Program.

2.12 Disability Benefits . Effective for the period commencing on the SpinCo Employment Date and ending on December 31, 2010, SpinCo and/or Mobility, as the case may be, will be added, as a participating employer, to the Motorola Disability Income Plan (the “ Motorola Disability Plan ”). Effective as of 11:59 p.m. December 31, 2010, all U.S. Transferred Employees and Other U.S. SpinCo Employees who participate in the Motorola Disability Plan will cease to participate in that plan. Commencing on January 1, 2011, SpinCo or Mobility, as the case may be, will provide each eligible U.S. Transferred Employee and Other U.S. SpinCo Employee with the disability income plan maintained by SpinCo or Mobility, as the case may be, covering eligible U.S. Transferred Employees and Other U.S. SpinCo Employees (the “ SpinCo Disability Plan) ” comparable to the coverage that had been provided to the U.S. Transferred Employee or Other U.S. SpinCo Employee as of December 31, 2010. Immediate prior coverage under the Motorola Disability Income Plan will be used to establish the SpinCo Employment Date for SpinCo’s long-term and short-term disability plan for purposes of satisfying any eligibility, waiting, and pre-existing condition periods under the SpinCo Disability Plan. Notwithstanding the above, any U.S. Transferred Employee and any Other U.S. SpinCo Employee who began to receive long-term disability benefits July 1, 2010 or later are covered under a separate long term disability policy entered into between SpinCo and the carrier and will be covered under the SpinCo long term disability plan as of January 1, 2011. Any U.S. Transferred Employee and any Other U.S. SpinCo Employee who is receiving short term disability benefits as of December 31, 2010, will be covered under the SpinCo short term disability plan as of January 1, 2011.

2.13 Nonqualified Retirement Plans .

(a) Any U.S. Transferred Employee who was a participant in the Motorola Supplemental Pension Plan (the “ MSPP ”) will continue to remain a participant until 11:59 p.m. on the day preceding the Distribution Date. On or after the Distribution Date, such U.S. Transferred Employees will be eligible to receive a distribution of any benefits to which they are entitled under the MSPP but such distributions will be made at the time and in the manner provided for under the MSPP.

(b) Any U.S. Transferred Employee who was a participant in the Motorola Management Deferred Compensation Plan (the “ Motorola DCP ”) will continue to remain a participant until 11:59 p.m. on the day preceding the Distribution Date. On or after the Distribution Date, such U.S. Transferred Employees will receive a distribution of any benefits to which they are entitled under the Motorola DCP but such distributions will be made at the time and in the manner provided for under the Motorola DCP and pursuant to their individual elections.

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2.14 Certain Foreign National Employees . The parties recognize that certain of the U.S. Transferred Employees and possibly Other U.S. SpinCo Employees are in nonimmigrant visa status or have applications for lawful permanent residence pending with the relevant governmental authorities (the “ Affected Foreign National Employees ”). The parties further recognize that new or amended petitions with respect to such Affected Foreign National Employees may be required in certain of these cases, unless SpinCo or Mobility, as the case may be, is deemed the “successor-in-interest” to Motorola (as such term is used in pronouncements by the U.S. Citizenship and Immigration Service (“ USCIS ”)) with respect to such Affected Foreign National Employees. Accordingly, SpinCo or Mobility, as the case may be, hereby expressly agrees to assume, and Motorola hereby assigns, in each case effective as of the SpinCo Employment Date, all of the immigration related liabilities of the Affected Foreign National Employees (including, without limitation, any obligations, liabilities and undertakings arising from or under attestations made in each certified and still effective Labor Condition Application filed by Motorola with respect to any such Affected Foreign National Employees). The parties each agree to take such actions as may reasonably be requested at and following the SpinCo Employment Date to document to the USCIS or such other governmental agency, as the case may be, the “successor-in-interest” relationship with respect to any Affected Foreign National Employees.

2.15 Payroll and Related Taxes . The parties agree that (i) Motorola will furnish a Form W-2 to all U.S. Employees for the period prior to the SpinCo Employment Date in the United States, and (ii) SpinCo or Mobility, as the case may be, will furnish a Form W-2 to all U.S. Transferred Employees for the period following the SpinCo Employment Date to the end of the same calendar year.

2.16 Workers’ Compensation . The U.S. Transferred Employees and Other U.S. SpinCo Employees will be covered under Motorola’s workers’ compensation insurance until 11:59 p.m. on the day preceding the Distribution Date. On and after the Distribution Date, the U.S. Transferred Employees and Other U.S. SpinCo Employees will be covered under the workers’ compensation insurance of SpinCo or Mobility, as the case may be.

2.17 Reimbursement for Expense of Coverage . To the extent any U.S. Transferred Employees or Other U.S. SpinCo Employees continue to participate in any Employee Benefit Plans maintained by Motorola or any of its Affiliates during the period from the SpinCo Employment Date to the Distribution Date, SpinCo, Mobility, and their applicable Affiliates will indemnify Motorola and its Affiliates and reimburse them for any and all expenses incurred under said plans in respect of such continuation of coverage. For purposes of the preceding sentence, “expenses” shall be deemed to refer to the cost of any claims as well as any amounts paid by Motorola and its Affiliates to third parties in connection with such coverage.

ARTICLE 3

NON-U.S. TRANSFERRED EMPLOYEE MATTERS

3.1 Non-U.S. Transferred Employees .

(a) Subject to Section 3.5 herein, effective as of the SpinCo Employment Date, SpinCo or Mobility, as the case may be, agrees to employ, or cause one of their applicable Affiliates to employ, the Non-U.S. Employees who accept offers of employment from the applicable Affiliate of SpinCo or Mobility, as the case may be, or who otherwise become employees of the applicable Affiliate of SpinCo or Mobility, as the case may be, by operation of law (other than any Eligible Inactive Employee). Where a transfer of employment is necessary, such transfer will be carried out in compliance

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with applicable transfer laws and regulations, including, without limitation, the European Union Acquired Rights Directive (as amended and as implemented from country to country from time to time) or any such similar transfer law or regulation in other countries that provides for the transfer of employment by operation of law (such transfer laws and regulations collectively, the “ Transfer Laws ”). Where a transfer of employment is necessary and the Transfer Laws are not applicable, SpinCo or Mobility, as the case may be, agrees that the employment of each Non-U.S. Employee will be transferred to SpinCo, Mobility, or one of their Affiliates by substitution of employer, three-party contract, assignment, subjective novation, or as may otherwise reasonably be required or permitted to obtain the consent of the Non-U.S. Employee to the transfer and to the extent possible without triggering the obligation to pay severance or other termination liabilities. The parties agree to fully and timely cooperate in the transition activities and also to comply (and cause their applicable Affiliates to comply) with the Transfer Laws.

(b) In the event that, within thirty days after the SpinCo Employment Date, a Non-U.S. Employee is found not to have transferred to SpinCo, Mobility, or their applicable Affiliate (when such transfer was contemplated by the Separation Agreement or this Agreement), then SpinCo or Mobility, as the case may be, in consultation with Motorola will as soon as practicable, but in any event within ten days that are business days in the relevant jurisdiction of being so requested by Motorola, make or cause an Affiliate to make to each such Non-U.S. Employee an offer in writing meeting the requirements of Section 3.1(a) to employ him or her under a new contract of employment to take effect immediately. As of acceptance of the offer made pursuant to this Section 3.1(b), the employment of the Non-U.S. Employee will terminate with Motorola or its applicable Affiliate.

(c) If within thirty days after the SpinCo Employment Date, any employee of Motorola or any Motorola Affiliate (other than a Non-U.S. Employee) is found to have transferred to SpinCo, Mobility, or one of their Affiliates (when such transfer was not contemplated by the Separation Agreement or this Agreement), (i) Motorola in consultation with SpinCo will as soon as practicable, but in any event within ten days that are business days in the relevant jurisdiction of being so requested by SpinCo, make or cause one of its Affiliates to make to each such person an offer in writing to employ him or her under a new contract of employment to take effect immediately and (ii) Motorola’s offer will be for terms and conditions of employment that are substantially comparable to the corresponding provisions of the employee’s contract of employment as existing immediately prior to the SpinCo Employment Date. As of acceptance of the offer made pursuant to this Section 3.1(c), the employment of the employee will terminate with SpinCo, Mobility, or one of their Affiliates, as applicable.

(d) If any Eligible Inactive Employee on a non-U.S. payroll becomes eligible to return to active work status after the SpinCo Employment Date and at a time when he or she would be entitled to reemployment under either applicable law or Motorola’s policies and procedures in existence immediately prior to the SpinCo Employment Date, SpinCo, Mobility, or one of their Affiliates will immediately take such steps as may be necessary to employ the Eligible Inactive Employee. Such employment will satisfy the requirements of applicable law and Motorola’s policies and procedures in existence immediately prior to the SpinCo Employment Date. In addition, the termination of the Eligible Inactive Employee from Motorola or its Affiliate and the employment of such Eligible Inactive Employee by SpinCo, Mobility, or one of their Affiliates will if possible be conducted in such a manner as to avoid triggering the obligation to pay the Eligible Inactive Employee severance or other termination liabilities. Any Eligible Inactive Employee who becomes employed by SpinCo, Mobility, or one of their Affiliates pursuant to this Section 3.1(d) will be treated as a Non-U.S. Transferred Employee as of his or her date of hire with SpinCo, Mobility, or one of their Affiliates (which date of hire will be substituted for the “SpinCo Employment Date” as to that Non-U.S. Transferred Employee for all purposes of this Agreement).

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3.2 Non-U.S. Employee Benefits .

(a) SpinCo or Mobility, as the case may be, will cause its Affiliates to establish or maintain the SpinCo Non-U.S. Plans and such other employee benefit plans outside of the United States as may be required by applicable law and Section 3.1(a). To the extent any Non-U.S. Transferred Employees or Other Non-U.S. SpinCo Employees continue to participate in any Employee Benefit Plans maintained by Motorola or any of its Affiliates during the period from the SpinCo Employment Date to the Distribution Date, SpinCo, Mobility, and their applicable Affiliates will indemnify Motorola and its Affiliates and reimburse them for any and all expenses incurred under said plans in respect of such continuation of coverage. For purposes of the preceding sentence, “expenses” shall be deemed to refer to the cost of any claims as well as any amounts paid by Motorola and its Affiliates to third parties in connection with such coverage.

(b) As of 11:59 p.m. on the day preceding the Distribution Date (or such later date as provided in Schedule 3.2 or in subsequent written agreements between the parties for the adoption of the SpinCo Non-U.S. Plan of the same type), Motorola and/or its Affiliates will cease all responsibility or liability with respect to coverage for any Non-U.S. Transferred Employee and any Other Non-U.S. SpinCo Employee under any Employee Benefit Plans maintained by Motorola or any of its Affiliates. To the extent such coverages are permitted to cease under applicable law and are not continued by Motorola or its Affiliates in accordance with the immediately following sentence, the coverages will so cease immediately prior to the Distribution Date. To the extent (i) such coverages are required to continue on or beyond said applicable date under applicable law or (ii) Motorola and SpinCo or Mobility, as the case may be, agree in writing that any such coverages will continue after said applicable date for other purposes not inconsistent with applicable law, Motorola and/or its Affiliates will continue to provide coverage for any Non-U.S. Transferred Employee and any Other Non-U.S. SpinCo Employee under any benefit plans, programs or policies maintained by Motorola or any of its Affiliates on and after the aforesaid date to the extent so required or agreed, and SpinCo, Mobility, and their Affiliates will indemnify Motorola and its Affiliates and reimburse them for any and all expenses (as defined in Section 3.2(a) above) incurred under said plans in respect of such continuation of coverage on and after the aforesaid date. Reimbursement under this Section 3.2(b) will be made within 30 days after SpinCo, Mobility, or their applicable Affiliate receives from Motorola or its applicable Affiliate an itemized statement setting forth the types and amounts of said expenses. Schedule 3.2 sets forth the Motorola Non-U.S. Plans in which Non-U.S. Transferred Employees and any Other Non-U.S. SpinCo Employees will continue to participate on and after the Distribution Date or such other applicable date, as well as the anticipated date on which their participation in such plans will cease.

(c) During the period from the SpinCo Employment Date through 11:59 p.m. on the day preceding the Distribution Date, SpinCo and Mobility will assume and fulfill, and will cause their Affiliates to assume and fulfill, in a timely manner, all of the accrued obligations and liabilities relating to the vacation, annual leave, and holiday policies (collectively, “ Paid Leave Days ”) of Motorola and its Affiliates immediately prior to the SpinCo Employment Date with regard to Non-U.S. Transferred Employees and any Other Non-U.S. SpinCo Employees, including allowing Non-U.S. Transferred Employees and Other Non-U.S. SpinCo Employees to use and be paid for their accrued but unused Paid Leave Days. On and after the Distribution Date and subject to Section 3.3 below and the requirements of applicable law, Non-U.S. Transferred Employees and Other Non-U.S. SpinCo Employees will be entitled to accrue and use Paid Leave Days only in accordance with the policies and procedures of SpinCo, Mobility, or their Affiliates applicable to similarly situated employees.

3.3 Service Credit . Without limiting anything in Section 3.1 above and consistent therewith, SpinCo, Mobility, and their Affiliates will provide each Non-U.S. Transferred Employee with full credit for service recognized by Motorola and its Affiliates for all purposes (but not for any defined benefit

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pension plan or retiree medical plan purpose unless either a plan-to-plan transfer of assets and liabilities has occurred or applicable law requires the recognition of such service); provided , however , that in no event will SpinCo, Mobility, or any of their Affiliates be required to provide any service credit to any Non-U.S. Transferred Employee to the extent SpinCo, Mobility, or their applicable Affiliate determines in its discretion the provision of such credit would result in any duplication of benefits or unusual or unintended increase in benefits. To the extent that a Non-U.S. Transferred Employee is paid severance as a result of his transfer of employment to SpinCo, Mobility, or one of their Affiliates, and to the extent permitted by applicable law, neither SpinCo, Mobility, nor their applicable Affiliate will provide that Non-U.S. Transferred Employee with full credit for service recognized by Motorola or Motorola’s Affiliate, for purposes of any future severance or severance-like payments.

3.4 Immigration and Visa Matters . Where legally permissible and unless the parties agree otherwise, SpinCo, Mobility, or one of their Affiliates will assume, in each case effective as of the SpinCo Employment Date, any work permits, visas or other immigration documents relating to any Non-U.S. Transferred Employee and following the Distribution Date will be solely responsible for the costs associated with the transfer of these documents, including, if necessary, the costs of third-party attorneys or consultants. Where permitted by law and/or applicable regulation, Motorola will assign to SpinCo, Mobility, or one of their Affiliates, and will cause its applicable Affiliate to assign to SpinCo, Mobility, or one of their Affiliates, in each case effective as of the SpinCo Employment Date, such work permits, visas or other immigration documents and all immigration-related Liabilities.

3.5 Reverse Transfers . In connection with any Reverse Transfer occurring pursuant to Section 2.8 of the Separation Agreement, the parties agree that Motorola will employ, or will cause the applicable Reverse Transferee to employ, as of the date of the Reverse Transfer, any Reverse Transfer Employees who accept offers of employment from or who otherwise by operation of law become employees of the Reverse Transferee. Such reverse transfers will be carried out in compliance with Sections 3.1, 3.2, 3.3, and 3.4 hereof, except that for the limited purposes of such reverse transfers, the references to Motorola and its Affiliates in those sections will be understood to refer to the applicable Reverse Transferor, the references to SpinCo, Mobility, and their Affiliates will be understood to refer to the applicable Reverse Transferee, the references to the SpinCo Employment Date will be understood to refer to the date of the applicable Reverse Transfer, the references to the Non-U.S. Employees will be understood to refer to the Reverse Transfer Employees, and the references to the Non-U.S. Transferred Employees will be understood to refer to the Reverse Transfer Hired Employees.

ARTICLE 4

EQUITY AWARDS AND INCENTIVE COMPENSATION

4.1 Motorola Stock Options and Stock Appreciation Rights .

(a) Motorola will take any and all action as is necessary or appropriate so that each option to purchase Motorola Common Stock and each Motorola stock appreciation right (each, a “ Motorola Stock Option ”) issued under the Motorola Equity Plans held at the close of business on the Distribution Date by current and former employees of Motorola and its Affiliates who will not be Transferred Employees will, pursuant to the terms of the Motorola Equity Plans, be equitably adjusted into an option to purchase Motorola Common Stock or a Motorola stock appreciation right, as applicable, on the same terms and conditions as were applicable under the corresponding Motorola Stock Option, the number of shares of Motorola Common Stock (rounded down to the nearest whole share) determined by multiplying (x) the number of shares of Motorola Common Stock subject to such Motorola Stock Option immediately prior to the Distribution Date for which such Motorola Stock Option has not theretofore been exercised by (y) the Motorola Adjustment Factor (each, as so adjusted, an “ Adjusted Motorola Stock Option ”). The exercise price per share of each Adjusted Motorola Stock Option will be equal to the per share exercise price for the shares of Motorola Common Stock pursuant to the corresponding Motorola Stock Option divided by the Motorola Adjustment Factor, and rounded up to the nearest whole cent.

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(b) Motorola and SpinCo will take any and all action as is necessary or appropriate so that each Motorola Stock Option held at the close of business on the Distribution Date by Transferred Employees will, pursuant to the terms of the Motorola Equity Plans and the equity plan or plans established by SpinCo (the “ SpinCo Equity Plan ”), be replaced with a substitute option to purchase SpinCo Common Stock or a substitute SpinCo stock appreciation right, on the same terms and conditions as were applicable under the corresponding Motorola Stock Option, with the number of shares of SpinCo Common Stock (rounded down to the nearest whole share) determined by multiplying (x) the number of shares of Motorola Common Stock subject to such Motorola Stock Option immediately prior to the Distribution Date for which such Motorola Stock Option has not theretofore have been exercised by (y) the SpinCo Adjustment Factor (each, as so substituted, a “ Substitute SpinCo Stock Option ”). The exercise price per share of each Substitute SpinCo Stock Option will be equal to the per share exercise price for the shares of Motorola Common Stock pursuant to the corresponding Motorola Stock Option divided by the SpinCo Adjustment Factor, and rounded up to the nearest whole cent.

(c) Each Adjusted Motorola Stock Option and each Substitute SpinCo Stock Option described in this Section 4.1 will, in each case, in the exclusive and sole discretion of the Compensation and Leadership Committee of the Motorola Board of Directors, preserve the intrinsic value and fair value of the corresponding Motorola Stock Option immediately prior to the Distribution Date.

(d) The adjustments provided in this Section 4.1 with respect to Motorola Stock Options, whether or not they are “incentive stock options” as defined in Section 422 of the Code, are intended to be effected in a manner that is consistent with Section 424(a) and Section 409A of the Code.

4.2 Motorola Stock Units without Dividend Equivalents .

(a) Motorola will take any and all action as is necessary or appropriate so that each unvested Motorola restricted stock unit without dividend equivalent rights (“ Motorola Stock Units ”) issued under the Motorola Equity Plans held at the close of business on the Distribution Date by current and former employees of Motorola and its Affiliates who will not be Transferred Employees will, pursuant to the terms of the Motorola Equity Plans, be equitably adjusted into a Motorola restricted stock unit, on the same terms and conditions as were applicable under the corresponding Motorola Stock Unit, with the number of shares of Motorola Common Stock (rounded down to the nearest whole share) determined by multiplying (x) the number of shares of Motorola Common Stock subject to such Motorola Stock Unit immediately prior to the Distribution Date by (y) the Motorola Adjustment Factor (as so adjusted, “ Adjusted Motorola Stock Units ”).

(b) Motorola and SpinCo will take any and all action as is necessary or appropriate so that each unvested Motorola Stock Unit held at the close of business on the Distribution Date by Transferred Employees will, pursuant to the terms of the Motorola Equity Plans and the SpinCo Equity Plan, be replaced with a substitute SpinCo restricted stock unit, on the same terms and conditions as were applicable under the corresponding Motorola Stock Unit, with the number of shares of SpinCo Common Stock (rounded down to the nearest whole share) determined by multiplying (x) the number of shares of Motorola Common Stock subject to such Motorola Stock Unit immediately prior to the Distribution Date by (y) the SpinCo Adjustment Factor (as so substituted, “ Substitute SpinCo Stock Units ”).

(c) Adjusted Motorola Stock Units and Substitute SpinCo Stock Units described in this Section 4.2 will, in each case, in the exclusive and sole discretion of the Compensation and Leadership Committee of the Motorola Board of Directors, preserve the intrinsic value and fair value of the corresponding Motorola Stock Units immediately prior to the Distribution Date.

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(d) The adjustments provided in this Section 4.2 with respect to Motorola Stock Units are intended to be effected in a manner that is consistent with Section 409A of the Code.

4.3 Motorola Stock Units with Dividend Equivalent Rights .

(a) Motorola and SpinCo will take any and all action as is necessary or appropriate so that each Motorola restricted stock unit with dividend equivalent rights (“ Motorola Restricted Stock Units ”) issued under the Motorola Equity Plans held at the close of business on the Distribution Date by Transferred Employees will, pursuant to the terms of the Motorola Equity Plans and the SpinCo Equity Plan, be replaced with substitute SpinCo restricted stock units with dividend equivalent rights, on the same terms and conditions as were applicable under the corresponding Motorola Restricted Stock Units with the number of shares of SpinCo Common Stock (rounded down to the nearest whole share) determined by multiplying (x) the number of shares of Motorola Common Stock subject to such Motorola Restricted Stock Units immediately prior to the Distribution Date by (y) the SpinCo Adjustment Factor (as so substituted, “ Substitute SpinCo Restricted Stock Units ”). Such substitution will be deemed to satisfy any obligation of Motorola or SpinCo to deliver shares of SpinCo Common Stock in the Distribution in connection with the dividend equivalent rights of Motorola Restricted Stock Units held by Transferred Employees.

(b) Motorola will take any and all action as is necessary or appropriate so that Motorola Restricted Stock Units issued under the Motorola Equity Plans and held at the close of business on the Distribution Date by current and former employees of Motorola and its Affiliates who will not be Transferred Employees will be credited with SpinCo restricted stock units (“ SpinCo Restricted Stock Unit Dividends ”) with the number of shares of SpinCo Common Stock (rounded down to the nearest whole share) subject to such SpinCo Restricted Stock Unit Dividends equal to (x) the number of shares of Motorola Common Stock subject to such Motorola Restricted Stock Units immediately prior to the Distribution Date multiplied by (y) the Distribution Ratio; provided , however , that, if deemed necessary or appropriate by the Compensation and Leadership Committee of the Motorola Board of Directors, Motorola may satisfy its obligation to deliver such SpinCo Restricted Stock Unit Dividends by equitably adjusting the Motorola Restricted Stock Units held by current and former employees of Motorola and its Affiliates who will not be Transferred Employees into Motorola restricted stock units with dividend equivalent rights, on the same terms and conditions as were applicable under the corresponding Motorola Restricted Stock Units, with the number of shares of Motorola Common Stock (rounded down to the nearest whole share) determined by multiplying (A) the number of shares of Motorola Common Stock subject to such Motorola Restricted Stock Units immediately prior to the Distribution Date by (B) the Motorola Adjustment Factor. The SpinCo Restricted Stock Unit Dividends described in this Section 4.3(b) will be subject to the same restrictions and other terms and conditions as the corresponding Motorola Restricted Stock Units.

(c) Except as set forth in Section 4.3(b), Motorola Restricted Stock Units issued under the Motorola Equity Plans held at the close of business on the Distribution Date by current and former employees of Motorola and its Affiliates who will not be Transferred Employees will remain outstanding, on the same terms and conditions, without adjustment of the number of shares of Motorola Common Stock subject to such Motorola Restricted Stock Units.

(d) Substitute SpinCo Restricted Stock Units described in this Section 4.3 will, in the exclusive and sole discretion of the Compensation and Leadership Committee of the Motorola Board of Directors, preserve the intrinsic value and fair value of the corresponding Motorola Restricted Stock Units immediately prior to the Distribution Date.

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(e) The adjustments provided in this Section 4.3 with respect to Motorola Restricted Stock Units are intended to be effected in a manner that is consistent with Section 409A of the Code.

4.4 Motorola Stock Purchase Plan .

(a) Motorola will take any and all action as is necessary or appropriate so that the closing price of shares of Motorola Common Stock at the beginning of the Motorola Employee Stock Purchase Plan of 1999 (the “ MOT Share Plan ”) offering period in effect on the Distribution Date will, pursuant to the terms of the MOT Share Plan, be equitably adjusted by dividing such closing price by the Motorola Adjustment Factor, and rounding up to the nearest whole cent.

(b) If the Distribution Date is within three months of the end of the MOT Share Plan offering period in effect on the Distribution Date, Motorola will take any and all action as is necessary or appropriate to allow amounts contributed by Transferred Employees to the MOT Share Plan prior to the Distribution Date to be used to purchase shares of Motorola Common Stock as of the end of the MOT Share Plan offering period in effect on the Distribution Date pursuant to the terms of the MOT Share Plan; provided , however , that in no event will Transferred Employees be permitted to contribute amounts to the MOT Share Plan on or after the Distribution Date.

(c) If the Distribution Date is not within three months of the end of the MOT Share Plan offering period in effect on the Distribution Date, Motorola will take any and all action as is necessary or appropriate to refund any amounts contributed by Transferred Employees to the MOT Share Plan prior to the Distribution Date, without interest, as soon as practicable after the Distribution Date.

(d) Motorola, SpinCo, members of the Motorola Group and of the SpinCo Group will cooperate to facilitate eligible Transferred Employees’ participation in and purchase of shares of Motorola Common Stock pursuant to the MOT Share Plan. Such cooperation will include coordination in order to (i) transmit amounts contributed by Transferred Employees for purposes of the MOT Share Plan to Motorola or its designate in order to effectuate Transferred Employees’ purchase of shares of Motorola Common Stock; (ii) ensure that any tax-related deductions (or withholdings) pursuant to applicable law are deducted (or withheld) from the relevant Transferred Employee’s compensation; and (iii) make internal and external reports relating to the MOT Share Plan in the same manner as was customary prior to the SpinCo Employment Date. It is agreed that nothing in this paragraph expands eligibility under the MOT Share Plan or creates a right to eligibility for or participation in the MOT Share Plan that did not otherwise exist.

4.5 Motorola Incentive Plan . Motorola and SpinCo will take any and all action as is necessary or appropriate so that awards earned under the 2009 Motorola Incentive Plan for the calendar-year performance period ending December 31, 2010 are paid to eligible employees in accordance with the terms of the 2009 Motorola Incentive Plan. Following the Distribution Date, each of Motorola and SpinCo or Mobility, as the case may be, are expected to implement their own annual incentive plans for calendar year 2011 in which their non-Transferred Employees and Transferred Employees, respectively, will participate.

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4.6 Motorola Long-Range Incentive Plan .

(a) Eligible employees of Motorola and its Affiliates, including Transferred Employees (collectively, “ Eligible Employees ”), will continue to participate through the Distribution Date in the Motorola Long-Range Incentive Plan of 2009 (the “ LRIP ”) for the performance cycles ending December 31, 2011 and December 31, 2012. Motorola and SpinCo will take any and all action as is necessary or appropriate so that each Eligible Employee, including each Eligible Employee that is a Transferred Employee, will be eligible to be paid (i) a portion of the award earned under the LRIP for the performance cycle ending December 31, 2011, if any, and (ii) a portion of the award earned under the LRIP for the performance cycle ending December 31, 2012, if any. Subject to Section 4.6(c), the portion of the award payable to each Eligible Employee for the performance cycle ending December 31, 2011 and the performance cycle ending December 31, 2012 will be determined by measuring performance through the Distribution Date and multiplying the corresponding award by a fraction, the numerator of which is the participant’s number of completed months of employment within the performance cycle and the denominator of which is 36; provided, however, that each participant’s completed months of employment will not include any month that is completed following the Distribution Date. Awards paid to each Eligible Employee who is a Transferred Employee pursuant to the LRIP will be the obligation of SpinCo or Mobility, as the case may be, and of Motorola for all other employees.

(b) Notwithstanding Section 4.6(a), Motorola and SpinCo will take any and all action as is necessary or appropriate so that LRIP awards for the performance cycles ending December 31, 2011 and December 31, 2012 paid to Eligible Employees who are Covered Employees (as defined in the Motorola Omnibus Incentive Plan of 2006) will be equal to the lesser of (x) awards determined in accordance with Section 4.6(a) and (y) awards determined by measuring performance through December 31, 2011 and December 31, 2012, as applicable, without pro ration in accordance with the terms of the LRIP.

(c) LRIP awards for the performance cycles ending December 31, 2011 and December 31, 2012 will remain subject to the other terms and conditions of the LRIP, including with respect to timing of payment, as specified in the LRIP.

4.7 Tax Withholding and Reporting Relating to Awards . Motorola, SpinCo, and Mobility agree that, unless prohibited by applicable law, (a) Motorola will be responsible for all tax withholding and reporting obligations that arise in connection with the grant, vesting, exercise, transfer or other settlement of the substitute and replacement awards held by current and former employees of Motorola and its Affiliates who will not be Transferred Employees, and (b) SpinCo or Mobility, as the case may be, will be responsible for all tax withholding and reporting obligations that arise in connection with the grant, vesting, exercise, transfer or other settlement of the substitute and replacement awards held by Transferred Employees. Motorola, SpinCo, and Mobility agree to enter into any necessary agreements regarding the subject matter of this Section 4.7 to enable Motorola, SpinCo, and Mobility to fulfill their respective obligations hereunder, including but not limited to compliance with all applicable laws and regulations regarding the reporting, withholding or remitting of income.

4.8 No Change of Control . The Distribution will not constitute a “change of control” for purposes of the Motorola Equity Plans and the Motorola equity awards that are outstanding as of the Distribution Date.

4.9 Establishment of SpinCo Equity Plan . Effective as of the Distribution Date, SpinCo will establish the SpinCo Equity Plan to provide for awards which may include the following: (i) stock options (both qualified and nonqualified), (ii) stock appreciation rights, (iii) restricted stock, (iv) restricted stock units, (v) deferred share units, (vi) phantom stock units, (vii) performance grants and (viii) bonus awards, including, without limitation, the awards provided for herein.

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ARTICLE 5

OTHER EMPLOYMENT MATTERS

5.1 Notification of Organizing Activity . Each party agrees to provide the other, to the extent permitted by applicable law, with prompt notice of and information about any effort by any union to organize any of its employees at any facility or property shared by SpinCo, Mobility, or one of their Affiliates with Motorola. Such obligation will cease on the date SpinCo, Mobility, or their Affiliate and Motorola no longer share the facility or property.

5.2 Contractors . As of the SpinCo Employment Date, in each country and where legally permissible, Motorola or its applicable Affiliate will assign to SpinCo, Mobility, or their applicable Affiliate the engagements of Transferred Contractors and SpinCo, Mobility, or their applicable Affiliate will accept such assignments. Where not legally permissible to assign such engagements, Motorola or its applicable Affiliate will terminate the engagements of each Transferred Contractor as of the applicable SpinCo Employment Date, and immediately thereafter SpinCo, Mobility, or their applicable Affiliate will offer to engage such Transferred Contractor.

5.3 Expatriates . SpinCo or Mobility, as the case may be, will assume and honor, or will cause their applicable Affiliate to assume and honor, any agreements, obligations and liabilities relating to any Transferred Employee who is an expatriate, including, without limitation, agreements, obligations and liabilities relating to repatriation, relocation, equalization of taxes and living standards in the host country. For purposes of this Section 5.3, the term “expatriate” will refer to any employee who was hired in one country by Motorola or one of its Affiliates, designated as an expatriate, and sent to work in another country on a temporary basis.

5.4 Shared Employee Contracts .

(a) At the written request of SpinCo or Mobility, as the case may be, Motorola will, and will cause other members of the Motorola Group to, to the extent permitted by the applicable Motorola Shared Employee Contract and applicable law, make available to SpinCo, Mobility, or applicable members of the SpinCo Group the benefits and rights under the Motorola Shared Employee Contracts, including, but not limited to, the investigation, prosecution, and/or defense of litigation to enforce a Motorola Shared Employee Contract on behalf of SpinCo, which are substantially comparable to the benefits and rights enjoyed by the Motorola Group under each Motorola Shared Employee Contract for which such request is made by SpinCo or Mobility, as the case may be, to the extent such benefits and rights relate to the Transferred Businesses; provided , however , that the applicable members of the SpinCo Group will assume and discharge (or promptly reimburse Motorola for) the obligations and liabilities under the relevant Motorola Shared Employee Contracts associated with the benefits and rights so made available to them.

(b) At the written request of Motorola, SpinCo or Mobility, as the case may be, will, and will cause other members of the SpinCo Group to, to the extent permitted by the applicable SpinCo Shared Employee Contract and applicable law, make available to Motorola or applicable members of the Motorola Group the benefits and rights under the SpinCo Shared Employee Contracts, including, but not limited to, the investigation, prosecution, and/or defense of litigation to enforce a SpinCo Shared Employee Contract on behalf of the Motorola Group, which are substantially comparable to the benefits and rights enjoyed by the SpinCo Group under each SpinCo Shared Employee Contract for which such request is made by Motorola, to the extent such benefits and rights relate to the Motorola Business; provided , however , that the applicable members of the Motorola Group will assume and discharge (or promptly reimburse SpinCo or Mobility, as the case may be, for) the obligations and liabilities under the relevant SpinCo Shared Employee Contracts associated with the benefits and rights so made available to them.

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5.5 Restrictions on Hiring of Current and Former Employees After Distribution Date .

(a) For a period of 12 months after the Distribution Date, to the extent permitted by applicable law, Motorola and its Affiliates will not solicit for hire or hire employees of SpinCo, Mobility, or any of their Affiliates, and SpinCo, Mobility, and their Affiliates, will not solicit for hire or hire employees of Motorola or any of its Affiliates, unless written approval for such hiring is given by the senior Human Resources officers of Motorola and of SpinCo or Mobility, as the case may be, prior to any offer of employment being extended either verbally or in writing. Motorola, SpinCo, and Mobility will be responsible for implementing appropriate internal procedures to ensure compliance with this Section 5.5(a).

(b) Nothing in Section 5.5(a) will prevent Motorola and its Affiliates from hiring a former employee of SpinCo, Mobility, or one of their Affiliates, or SpinCo, Mobility, and their Affiliates from hiring a former employee of Motorola or one of its Affiliates (the entity engaging in such hiring will be referred to as the “ Hiring Entity ” and the entity for whom the employee formerly worked will be referred to as the “ Former Employer ”), provided that the former employee was either involuntarily terminated by the Former Employer or voluntarily terminated his or her employment prior to being contacted by or applying for employment with the Hiring Entity.

(c) Notwithstanding anything else in Sections 5.5(a) or (b) and to the extent permitted by applicable law, for the period beginning on the SpinCo Employment Date and ending on the first anniversary of the Distribution Date, neither Motorola, SpinCo, Mobility, nor their Affiliates will solicit for employment or employ (or engage as an independent contractor or consultant) any employee who refuses a transfer of employment contemplated by Sections 2.1(a), 3.1(a), or 3.5.

(d) The provisions of this Section 5.5 of this Agreement are severable. In the event that any provision of this Section 5.5 is deemed unenforceable, a court of competent jurisdiction shall reform such provision to the extent necessary to cause it to be enforceable to the maximum extent permitted by law. The parties agree that they desire the court to reform such provision, and therefore agree that the court will have jurisdiction to do so and that they will abide by what the court determines.

ARTICLE 6

RESPONSIBILITY FOR EMPLOYEES AND CONTRACTORS

6.1 Responsibility for SpinCo Group Employees . Except as expressly provided otherwise herein and subject to Section 6.7 hereof, SpinCo or Mobility, as the case may be, to the exclusion of the Motorola Group, will and will cause their applicable Affiliates to assume, be responsible for, and pay, perform, satisfy and discharge, any and all employment, compensation, employee benefit, and benefit plan fiduciary Liabilities relating to any U.S. Employee, U.S. Transferred Employee, Non-U.S. Employee, Non-U.S. Transferred Employee, Other U.S. SpinCo Employee, Other Non-U.S. SpinCo Employee, and other past, present, and future employees of SpinCo, Mobility, and their Affiliates or of the Transferred Businesses (in the case of an employee who terminated employment prior to the preparation of the initial versions of Schedules 1(a) and 1(b), such employee will be considered to have been an employee of the Transferred Businesses if he or she was employed in or provided a majority of his or her services to the Transferred Business as of the date of such termination, or if his or her claim relates exclusively to the provision of services to the Transferred Businesses, regardless of whether or to what degree he or she also provided services to other businesses) (all such employees, the “ SpinCo Group Employees ”), which arise before, on or after the Effective Date, including, without limitation:

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(a) those arising from any claim that Motorola or any of its Motorola Group Affiliates is the actual employer, co-employer or joint employer of any of the SpinCo Group Employees;

(b) any and all employment-related claims under any national or local law or ordinance, all as they may have been or may in the future be amended;

(c) all Liabilities relating to or arising out of any alleged failure to comply with the Transfer Laws with respect to the SpinCo Group Employees; and

(d) all termination and severance Liabilities, claims for lost wages, compensation, and benefits, claims for damages, claims for breach of fiduciary duty without regard to whether such claims might also be deemed to be in any sense claims for benefits, and claims for unfair or wrongful dismissal, together with all costs and expenses (including but not limited to attorneys fees) associated therewith,

(collectively, and with the other Liabilities for which any member of the SpinCo Group is explicitly responsible under the terms of this Agreement, the “ SpinCo Employment Liabilities ”); provided , however , that the following will not be SpinCo Employment Liabilities: severance costs paid to Non-U.S. Employees in China, Vietnam, and Peru in connection with the transfers contemplated pursuant to Section 3.1 and Motorola Benefit Liabilities, as defined in Section 6.6(a) below.

6.2 Responsibility for SpinCo Group Contractors . Except as expressly provided otherwise herein and subject to Section 6.7 hereof, SpinCo or Mobility, as the case may be, to the exclusion of the Motorola Group, will and will cause their applicable Affiliates to assume, be responsible for, and pay, perform, satisfy and discharge, any and all Liabilities relating to any Transferred Contractor and any other past, present, and future Contractor of SpinCo, Mobility, or their Affiliates or of the Transferred Businesses (such Contractor will be considered to have been engaged by the Transferred Businesses if he or she provided a majority of his or her services to the Transferred Businesses or if his or her claim relates exclusively to the provision of services to the Transferred Businesses, regardless of whether or to what degree he or she also provided services to other businesses) (the “ SpinCo Group Contractors ”) which arise before, on or after the Effective Date, including, without limitation, all Liabilities relating to or arising out of the assignment or termination by Motorola or its Affiliates of the engagements of such SpinCo Group Contractors (the “ SpinCo Contractor Liabilities ”).

6.3 Responsibility for Certain Corporate Function Employees . Effective at and after the Distribution Date and except as expressly provided otherwise herein or in Schedule 1 of the Separation Agreement, and subject to Section 6.7 hereof, in the case of employment, compensation, employee benefit, and benefit plan fiduciary Liabilities relating to employees whose principal responsibilities were to provide corporate services to the corporation as a whole (even though their work on given projects may have benefited one business unit more than another), who are not Spinco Group Employees or Motorola Group Employees, and whose employment terminated prior to the preparation of Schedules 1(a) and 1(b), such Liabilities will be shared equally between Motorola and Spinco (“ Prior Corporate Function Liabilities ”).

6.4 Responsibility for Motorola Group Employees . Effective at and after the Distribution Date and except as expressly provided otherwise herein, and subject to Section 6.7 hereof, Motorola, to the exclusion of the SpinCo Group, will and will cause its applicable Affiliates to assume, be responsible for, and pay, perform, satisfy and discharge, any and all employment, compensation, employee benefit, and benefit plan fiduciary Liabilities relating to its current, former and future employees of the Motorola Group or of the Enterprise Mobility Solutions or Networks businesses (“the Motorola Group Businesses”) (in the case of an employee who terminated employment prior to the preparation of the initial versions of

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Schedules 1(a) and 1(b), such employee will be considered to have been an employee of the Motorola Group Businesses if he or she was employed in or provided a majority of his or her services to the Motorola Group Businesses as of the date of such termination, or if his or her claim relates exclusively to the provision of services to the Motorola Group Businesses, regardless of whether or to what degree he or she also provided services to other businesses), but excluding the SpinCo Group Employees (the “ Motorola Group Employees ”), including, without limitation:

(a) those arising from any claim that SpinCo or any of its SpinCo Group Affiliates is the actual employer, co-employer or joint employer of any of the Motorola Group Employees;

(b) any and all employment-related claims under any national or local law or ordinance, all as they may have been or may in the future be amended;

(c) all Liabilities relating to or arising out of any alleged failure to comply with the Transfer Laws with respect to the Motorola Group Employees; and

(d) all termination and severance Liabilities, claims for lost wages, compensation, and benefits, claims for damages, claims for breach of fiduciary duty without regard to whether such claims might also be deemed to be in any sense claims for benefits, and claims for unfair or wrongful dismissal, together with all costs and expenses (including but not limited to attorneys fees) associated therewith,

(collectively and with the other Liabilities for which any member of the Motorola Group is explicitly responsible under the terms of this Agreement, the “ Motorola Employment Liabilities ”); provided , further , that severance costs paid to Non-U.S. Employees in China, Vietnam, and Peru in connection with the transfers contemplated pursuant to Section 3.1 will also be Motorola Employment Liabilities; provided , however , that SpinCo Benefit Liabilities, as defined in Section 6.6(b) below, will not be Motorola Employment Liabilities or Motorola Benefit Liabilities.

6.5 Responsibility for Motorola Group Contractors . Effective at and after the Distribution Date and except as expressly provided otherwise herein, and subject to Section 6.7 hereof, Motorola, to the exclusion of the SpinCo Group, will and will cause its applicable Affiliates to assume, be responsible for, and pay, perform, satisfy and discharge, any and all Liabilities relating to past, present, and future Contractors of Motorola or its Affiliates, other than the SpinCo Group Contractors (the “ Motorola Group Contractors ”), including, without limitation, all Liabilities relating to or arising out of the assignment or termination by SpinCo or members of the SpinCo Group of the engagements of such Motorola Group Contractors (the “ Motorola Contractor Liabilities ”).

6.6 Responsibility for Certain Benefits Matters .

(a) Notwithstanding any provision of Sections 6.1 to 6.5 of this Agreement and effective at and after the Distribution Date, and subject to Sections 6.6(b) and 6.7 hereof, Motorola, to the exclusion of the SpinCo Group, will and will cause its applicable Affiliates to assume, be responsible for, and pay, perform, satisfy and discharge, any and all Liabilities incurred in connection with (i) the Motorola Pension Plan, the MSPP, any other U.S. pension plan, and the Retiree Health Plan; (ii) with limited exceptions described in Section 5 and Schedule 1.4(iii) of the Asset Purchase Agreement between Motorola Limited and Motorola Mobility UK Limited, the defined benefit pension plan in the United Kingdom; and (iii) with respect to Actions for benefits under any Employee Benefit Plan of Motorola (other than the plans described in subsections (i) and (ii) above) or alleging breach of fiduciary duty in connection with any such Employee Benefit Plan of Motorola, as follows: (A) as to Liabilities arising from such Actions filed on or commenced before, on or after the Distribution Date that involve only pre-

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Distribution acts or omissions, Motorola will treat them as Indemnified Matters, (B) as to Liabilities arising from such Actions filed on or commenced before, on or after the Distribution Date that involve pre-Distribution acts or omissions and post-Distribution acts or omissions, Motorola will treat such pre-Distribution acts or omissions as Indemnified Matters and Motorola and SpinCo or Mobility, as the case may be, will be responsible for their own Liabilities, including those of their employees, directors, fiduciaries and agents, as to that portion of any settlement, judgment, costs and expenses resulting from such post-Distribution acts or omissions, and (C) as to Liabilities arising from such Actions filed on or commenced before, on or after the Distribution Date that do not involve alleged pre-Distribution acts or omissions, Motorola will not indemnify Spinco or Mobility, nor will SpinCo or Mobility indemnify Motorola, and neither will indemnify the employees, directors, fiduciaries or agents of the other (such Liabilities as are to be indemnified by Motorola, “ Motorola Benefit Liabilities ”).

(b) Notwithstanding any provision of Sections 6.1 to 6.5 of this Agreement, and subject to Section 6.7 hereof, SpinCo or Mobility, as the case may be, to the exclusion of the Motorola Group, will and will cause their applicable Affiliates to assume, be responsible for, and pay, perform, satisfy and discharge, any and all Liabilities: (i) to the extent provided in Sections 6.6(a)(iii)(B) and (C) above; (ii) relating in any way to any SpinCo Employee Benefit Plan; (iii) arising from any post-Distribution act or omission by SpinCo or Mobility or an employee, director, fiduciary or agent of SpinCo or Mobility relating in any way to any Motorola Employee Benefit Plan; (iv) under Section 510 of ERISA, or otherwise, relating to the absence following the Distribution Date of a SpinCo or Mobility U.S. or U.K. defined benefit pension plan or U.S. retiree medical plan; and (v) arising from any change in terms and conditions of employment by SpinCo or Mobility in the terms and conditions of employment of any SpinCo Group Employees in comparison with their terms and conditions of employment as of the date immediately preceding their SpinCo Employment Date (“ SpinCo Benefit Liabilities ”).

6.7 Reimbursement and Indemnification .

(a) Damages incurred by SpinCo, Mobility, Motorola, and/or their applicable Affiliates or their respective Employee Benefit Plans or plan fiduciaries relating to employment, compensation, employee benefit, and benefit plan fiduciary Damages and Liabilities will be paid to the maximum extent available under applicable insurance. In no respect shall SpinCo, Mobility, Motorola, or their Affiliates or their respective Employee Benefit Plans or plan fiduciaries be deemed to indemnify, assume, or agree to share insured losses. To the extent that any such Damages are not fully indemnified or reimbursed by applicable insurance, then SpinCo or Mobility, as the case may be, and Motorola (or the applicable Affiliates of SpinCo, Mobility, and Motorola) will be responsible for payment of such amounts (including amounts within retentions, deductibles, co-insurance, retrospective premiums and amounts in excess of insurance or not covered by insurance), whether by reimbursement, indemnification or otherwise, in the proportion to and according to whether such Damages relate to SpinCo Employment Liabilities, SpinCo Contractor Liabilities, Motorola Employment Liabilities, Motorola Contractor Liabilities, Prior Corporate Function Liabilities, Motorola Benefit Liabilities, or SpinCo Benefit Liabilities, as set forth in this Article 6. For purpose of clarification, if pursuant to the provisions in this Article 6 Motorola, to the exclusion of the SpinCo Group, will or will cause its applicable Affiliates to assume, be responsible for, and pay, perform, satisfy and discharge any Liability, then Motorola or its applicable Affiliate will be deemed the “Indemnifying Party” and the SpinCo Group will be deemed the “Indemnified Party” for purposes of Section 6.3 of the Separation Agreement in the event the SpinCo Group incurs any Damages related to such Liability. Similarly, if pursuant to the provisions in this Article 6 SpinCo or Mobility, as the case may be, to the exclusion of the Motorola Group, will or will cause their Affiliates to assume, be responsible for, and pay, perform, satisfy and discharge any Liability, then SpinCo or Mobility, as the case may be, or their applicable Affiliate will be deemed the “Indemnifying Party” and the Motorola Group will be deemed the “Indemnified Party” for purposes of Section 6.3 of the Separation Agreement in the event the Motorola Group incurs any Damages related to such Liability.

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(b) Claims for breach of this Agreement or for indemnification or reimbursement or with respect to insurance under this Agreement shall be resolved as set forth in, and shall be subject to the terms of, Sections 5.3, 5.4, 6.3, 6.4, 7.2, 7.3, and 7.15 of the Separation Agreement. This shall in no way limit the applicability of other provisions of the Separation Agreement.

(c) For the avoidance of doubt, it is understood and agreed that (i) SpinCo Employment Liabilities and SpinCo Contractor Liabilities will arise in connection with SpinCo Exclusive Litigation Matters or Shared Litigation Matters, as defined in the Separation Agreement, (ii) Motorola Employment Liabilities and Motorola Contractor Liabilities will arise in connection Motorola Exclusive Litigation Matters or Shared Litigation Matters, as defined in the Separation Agreement, (iii) Prior Corporate Function Liabilities will arise in connection with Shared Litigation Matters, as defined in the Separation Agreement, except as provided in Schedule 1 therein, (iv) SpinCo Benefit Liabilities will arise in connection with SpinCo Exclusive Litigation Matters or Corporate Litigation Matters, as defined in the Separation Agreement, and (v) Motorola Benefit Liabilities will arise in connection with Motorola Exclusive Litigation Matters or Corporate Litigation Matters, as defined in the Separation Agreement.

ARTICLE 7

TERMINATION

7.1 Termination of Agreement . This Agreement will terminate automatically and without need for further action by either party in the event that the Separation Agreement is terminated in accordance with its respective terms.

7.2 Effect of Termination . Upon termination of this Agreement pursuant to this Article 7, this Agreement and the rights and obligations of the parties under this Agreement automatically end without any liability against any party or its Affiliates, except as otherwise provided in the Separation Agreement.

ARTICLE 8

MISCELLANEOUS

8.1 Entire Agreement . This Agreement amends and restates in its entirety the Employee Matters Agreement by and among Motorola, Spinco and Mobility, dated July 31, 2010. This Agreement is an integral part of, is subject to, and is to be interpreted consistently with, the Separation Agreement, and the provisions of the Separation Agreement that do not conflict with the provisions of this Agreement are hereby incorporated by reference; in all other respects this Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior written and oral (and all contemporaneous oral) agreements and understandings with respect to the express subject matter hereof. The provisions of Article 7 of the Separation Agreement (Miscellaneous) not otherwise expressly covered in this Article 8 are hereby incorporated by reference into this Agreement. For purposes of this Section 8.1 only, references herein to this Agreement will include the Schedules and Exhibits to this Agreement, the “Employees” section of any country’s Ancillary Agreement, and Annex A of the Transition Services Agreement.

8.2 Cooperation . Motorola, SpinCo, and Mobility agree to, and to cause their Affiliates to, cooperate and use reasonable efforts to promptly (i) comply with all requirements of this Agreement, ERISA, the Code and other laws and regulations which may be applicable to the matters addressed herein, and (ii) subject to applicable law, provide each other with such information reasonably requested by the other party to assist the other party in administering its Employee Benefit Plans and complying with applicable law and regulations and the terms of this Agreement.

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8.3 Third Party Beneficiaries . This Agreement will not confer third-party beneficiary rights upon any Transferred Employee or any other person or entity. Nothing in this Agreement will be construed as giving to any Transferred Employee or other person any legal or equitable right against Motorola, SpinCo, Mobility, or their Affiliates. This Agreement will not constitute a contract of employment and will not give any Transferred Employee a right to be retained in the employ of either Motorola, SpinCo, Mobility, or any of their Affiliates, unless the Transferred Employee would otherwise have that right under applicable law. With regard to any Transferred Employee who was an employee-at-will prior to becoming a Transferred Employee, this Agreement will not be deemed to change that at-will status in any way. Furthermore, no provision in this Agreement modifies or amends or creates any employee benefit plan, program, or document (“ Intended Benefit Plan ”) unless this Agreement explicitly states that the provision “amends” or “creates” that Intended Benefit Plan. This shall not prevent the parties to this Agreement from enforcing any provision in this Agreement, but no other party shall be entitled to enforce any provision in this Agreement on the grounds that it is an amendment to, or a creation of, an Intended Benefit Plan, unless the provision explicitly states that such enforcement rights are being conferred. If a party not entitled to enforce this Agreement brings a lawsuit or other action to enforce any provision in this Agreement as an amendment to, or creation of, an Intended Benefit Plan, and that provision is construed to be such an amendment or creation despite not being explicitly designated as one in this Agreement, that provision shall lapse retroactively, thereby precluding it from having any effect.

8.4 Employment Records . The parties agree that on or within a reasonable time period after the Distribution Date, the party transferring employees (the “ Transferor ”) agrees to provide the party receiving the employees (the “ Transferee ”) with all employment records for the employees required to be kept under applicable law or necessary for the conduct of the Transferee’s business, provided (a) that such records will not include any records to the extent such a transfer would violate applicable law or cause the Transferor to breach any agreement with a third party, and (b) that such records are in the possession of the Transferor. The Transferor may make, at its expense, and keep copies of such records.

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IN WITNESS WHEREOF, each party has caused this Amended and Restated Employee Matters Agreement to be executed on its behalf by a duly authorized officer effective as of the date first set forth above.

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Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted portions are indicated with the notation “[***]”.

This Mobile Application Distribution Agreement, including all exhibits hereto (collectively referred to as the “ Agreement ”), effective as of the date noted above (the “ Effective Date ”), is made by and between Motorola, Inc., a Delaware corporation with offices at the address noted above (“ Company ” or “ Motorola ”), and Google Inc., with offices at the address noted above (which, with its affiliates, shall be referred to herein as “ Google ”).

1. Definitions. The following capitalized terms shall have the meanings set forth below:

1.1 “Android” means those components of Google’s mobile phone software being delivered from time to time either under the Android License Agreement between the Parties with the Effective Date of April 22, 2008, or otherwise made available as open source software.

1.2 “Client ID” means unique alphanumeric code(s) provided by Google to Company to be used to identify Google Applications usage on Company Devices, as such Client IDs may be modified by Google from time to time in its sole discretion upon notice to Company.

1.3 “Device” means the wireless device(s) set forth in Exhibit A as may be updated by the Parties from time to time and using only the Android operating system which is enabled by Company and used by an End User to access the Service.

1.4 “End User(s)” means an end user customer of the Device.

1.5 “Final Embed Date” means the latest possible date, as determined at Company’s sole discretion, that Company can accept updated Google Applications from Google for a specific Device deployment.

1.6 “Google Applications” means the machine-readable binary code version of the Google Applications listed in Exhibit A which are provided to Company in accordance with this Agreement, and any modifications or updates to Google Applications that Google may make available to Company hereunder from time to time in its sole discretion and any modifications or updates thereto that Google makes generally available.

Page 1 of 16

Confidential

(Revd. 3/09)

Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted portions are indicated with the notation “[***]”.

1.7 “Google Mobile Branding Guidelines” means Google’s brand treatment guidelines for mobile in effect from time to time (and any content contained or referenced therein), which are located at http://www.google.com/wssynd/mobile_guidelines.html and http://www.google.com/permissions/guidelines.html (or such other URLs as may be provided by Google from time to time), together with such additional brand treatment guidelines for mobile as Google may make available to Company from time to time.

1.8 “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.

1.9 “ODM” means an original device manufacturer that manufactures Motorola-branded Devices for Motorola.

1.10 “Service” means the wireless service owned and/or operated by Telecom Operator that allows End Users using a Device to access the Internet.

1.11 “Telecom Operator” a company that provides wireless service that allows End Users using a Device to access the Internet approved by Google to distribute Google Applications to End Users in the Territories.

1.12 “Territories” means the country or countries in which distribution of Google Applications is permitted under the conditions listed in Exhibit A (together with such other countries and conditions as may be added to Exhibit A from time to time upon the mutual written agreement of the parties). Distribution of Google Applications outside of the Territories is prohibited.

1.13 “Trademarks” means the trade names, trademarks, service marks, logos, domain names and other distinctive brand features of each party as owned by such party from time to time.

2. Google Applications.

2.1 License Grant.

2.1.1 Applications. Subject to the terms and conditions of this Agreement (including Section 2.7), Google hereby grants to Company a nontransferable, nonsublicensable (except Company may sublicense to affiliates, resellers, distributors, ODMs and Telecom Operators with whom Company has a written agreement and as set forth in 2.1.3 below), nonexclusive license during the Term to: (a) use, demonstrate, display and reproduce each of (and/or any total number of) the Google Applications to the extent necessary to exercise the right granted in (b) through (c), (b) distribute each of (and/or any total number of) the Google Applications for no cost directly to End Users only in the Territories via the distribution methods specified in Exhibit A, and (c) distribute each of (and/or any total number of) the Google Applications for no cost    [***]

. The pre-loading of a Device with Google Applications in each individual Territory shall be    [***]

pursuant to the applicable Launch Addendum(s), which shall be substantially similar to the example Launch Addendum set forth in Attachment 1 to Exhibit A. Additionally, where Google specifies a specific version of a Google Application to be distributed in a certain Territory on the Launch Addendum, Company shall distribute only such version within such Territory (as such versions are changed from time to time at Google’s sole discretion upon notice to Motorola and Motorola shall have reasonable time to adjust to such changes, as set forth in Section 2.3.1. It is the express intent of the parties that Company be enabled to include Google Applications on its Devices and that the parties will work in good faith and in a timely manner with each other with respect to approving the implementation of Google Application on Company’s Devices.

2.1.2 Documentation License and Documentation Dérivatives. Subject to the terms and conditions of this Agreement Google grants to Motorola a nontransferable, non-sublicensable (except as provided for herein), nonexclusive license to reproduce, and create derivative works of: (a) Google documentation for the Google Applications, which may be provided by Google to Motorola for insertion into Motorola written or electronic manuals or documentation related to the operation of a Device; and (b) Google Applications solely in the form of screen shots of Google Applications on Devices for insertion into Motorola written manuals or documentation related to the operation of Devices. Motorola shall provide Google with a copy of such Motorola documentation and screen shots, for Google’s review and written consent, which shall not be unreasonably delayed or withheld. Google shall use commercially reasonable efforts in providing comments and/or consent back to Motorola on such documentations within fifteen (15) business days of their receipt. For clarity and the avoidance of doubt, once Motorola obtains Google’s consent with regard to any particular Motorola documentation or screen shot, Motorola shall

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not need to obtain Google’s consent for such particular Motorola documentation or screen shot for future uses, and Motorola may modify such approved documentation or screen shot for purposes of internationalization or reformatting so long as any such modifications adhere to the Branding Guidelines (as such Branding Guidelines are changed from time to time at Google’s sole discretion upon notice to Motorola and Motorola shall have reasonable time to adjust to such changes); provided, however, that Motorola shall make any such modified documentation or screen shot available to Google for review upon Google’s written request.

2.1.4 Sublicensing. Notwithstanding anything herein to the contrary, (i) Motorola may sublicense the licenses granted to it by Google pursuant to Section 2.1.1 to its ODMs for manufacturing; (ii) Motorola may sublicense the documentation licenses granted to it by Google pursuant to Section 2.1.2 to its vendors and suppliers, provided that such ODMs, vendors or suppliers, as the case may be, are deemed to be and subject to the same requirements as described in Section 2.1.5 with respect to Contractors.

2.1.5 Delegation to Contractors. Except as otherwise specifically set forth in this Agreement, each party (a “ Delegating Party ”) may delegate the exercise and/or performance of all or a portion of its rights and/or obligations set forth in this Agreement to its Affiliates, contractors, and/or ODMs (each, a “ Contractor ”), provided that such Contractors are each bound in writing to an agreement with the Delegating Party where each such agreement is at least as protective of the other party (the “ Non-Delegating Party ”) as this Agreement (however, the parties acknowledge and agree that, except with regard to the Non-Delegating Party’s Confidential Information, such agreement may not be exactly as protective with regard to each individual aspect of this Agreement). Each Contractor may delegate the exercise and/or performance of all or a portion of its rights and/or obligations set forth in this Agreement to subcontractors, provided that such subcontractors are each bound in writing to an agreement with the Delegating Party or the applicable Contractor where each such agreement is at least as protective of the Non-Delegating Party as this Agreement (however, the parties acknowledge and agree that, except with regard to the Non-Delegating Party’s Confidential Information, such agreement may not be exactly as protective with regard to each individual aspect of this Agreement). For clarity, it is understood that any Delegating Party or any Contractor, as applicable, need not mention the Non-Delegating Party by name in any such written agreement. The Delegating Party shall indemnify the Non-Delegating Party from and against any loss, damage, liability, fees, cost and/or expense incurred by the Non-Delegating Party arising out of any delegation permitted under this Section.

2.2 License Grant Restrictions. Company shall not, and shall not allow any third party to: (a) disassemble, de-compile or otherwise reverse engineer the Google Applications or otherwise attempt to learn the source code or algorithms underlying the Google Applications; (b) create derivative works from or based on the Google Applications; (c) except as expressly set forth in this Agreement, provide, sell, license, distribute, lease, lend, or disclose the Google Applications to any third party; (d) use the Google Applications for timeshare, service bureau, or other unauthorized purposes; (e) exceed the scope of any license granted to Company hereunder; or (f) ship, divert, transship, transfer, export or re-export the Google Applications, or any component thereof, into any country or use it in any manner prohibited by any export control laws, restrictions, or regulations administered by the U.S. Commerce Department’s Bureau of Export Administration, the U.S. Department of Treasury’s Office of Foreign Assets Control or any other applicable government agency.

2.3 Delivery.

2.3.1 Applications. Upon general availability to any third party, Google shall deliver the Google Applications to Company. For the sake of clarity, the parties acknowledge and agree that Google has no obligation to develop or deliver any Google Application, and any such development is at Google’s sole discretion. If Company receives an updated version of a Google Application more than 30 days before submitting a Device to a Telecom Operator for testing, Company shall commence distribution of updated versions of Google Applications to such Telecom Operator within 30 days of receipt from Google. If Company receives an updated version of a Google Application, less than 30 days before submitting a Device to a Telecom Operator for testing but prior to commercial distribution of such Device, Company will use commercially reasonable efforts to distribute the updated version of a Google Application to the Telecom Operator. If Company cannot, after using commercially reasonable efforts, distribute the updated version of a Google Application to the Telecom Operator, then Company will cooperate with Google pursuant to Section 4.5 to update the Google Application by over-the air updates.

2.4 Form of Distribution Offering. (a) During the Term, upon Google’s approval as described in Section 4.3, Company shall make the Google Applications available to End Users on the Device as described in this Agreement. The form of any such offering shall be as set forth in this Agreement, and shall adhere to the Google Mobile Branding Guidelines. Without limiting the foregoing sentence, except for End Users as expressly set forth in this Agreement, Company shall not offer or distribute the Google Applications to any third party (except as set forth in Section 2.1). (b) Company (or any third party) shall not: (i) serve or otherwise place any advertisements during the launch process of the Google Applications; (ii) offer, download or install, or allow any third party to offer, download or install, any additional products during the launch process of the Google Applications; or (iii) preload, install or launch any Google Application (or otherwise act or fail to act) such that an End User is denied the opportunity to review and accept (or reject) the relevant Google terms of service.

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2.5 Accurate Reproduction. Company agrees that in connection with its exercise of the right granted in Section 2.1 of this Agreement, it will accurately reproduce the Google Applications (including any legal notices and marks contained therein) and will not insert into the Google Applications any viruses, worms, date bombs, time bombs, or other code that is specifically designed to cause the Google Applications to cease operating, or to damage, interrupt, allow access to or interfere with any Google Applications or End User data.

2.6 Open Devices. The parties will create an open environment for the Devices by making all Android applications and Android Application Programming Interfaces available and open on the Devices and will take no action to limit or restrict the Android platform.

2.7 Authorization to Distribute Google Applications on the Devices Based Upon Android Compatibility Testing The license to distribute Google Applications in Section 2.1 is contingent upon Motorola certifying that the Device passes the Android Compatibility Test Suite and conforms to the Android Compatibility Definition. The Android Compatibility Test Suite (the “CTS”) as defined below may change from time to time at Google’s sole discretion, however the parties agree that once a Device is approved for Launch pursuant to this Agreement (including, among other things, by virtue of having passed the then-current version of the CTS applicable to the version of Android loaded on the Device) then such Google-approved Device shall not be required to pass future versions of the CTS in order to continue to be distributed in the Google-approved Territories: a) Any additional tests or changes to CTS shall not apply to any Device(s) that passed the CTS any time prior to the implementation of any changes to the CTS have already received terminal acceptance by both parties. The final software build of Devices must pass the Compatibility Test Suite prior to Launch. For purposes of this Agreement, the CTS shall only apply to the functionality of Android and related APIs, and while CTS may require a Device to include certain functionality in order to pass (such as the ability to send and receive email) a Device will be able to pass CTS without including for distribution of any specific applications, including but not limited to Google Applications (such as a particular email application).

2.8 Privacy. To the extent that the Google Application stores, tracks or transmits user-identifiable information the Parties agree to the following:

2.8.1 Consumer Privacy Rights. The parties will post their privacy rights policies in an easily consumer-findable location and note both the existence of such policies and location in their End User License Agreement or another mutually agreed to location.

2.9 Legacy Sunset. To the extent that Google wishes to discontinue or make inoperable any Google Application previously provided hereunder, ( “Discontinued Software” ), Google shall provide Motorola with written notice of such Discontinued Software and shall support such Discontinued Software for          [***]         from the date such notification was received by Motorola; provided that Google makes such support for Discontinued Software generally available to third parties and further provided, however, that Google may support such Discontinued Software for a shorter period if the decision to discontinue or make inoperable such Software arises from applicable law or other factors outside of Google’s control. The parties will discuss in good faith the timing for the discontinuation of any distribution of Google Applications that are licensed pursuant to this Agreement.

2.10 Other Agreements. This Agreement will supersede any agreements between the parties or any of their respective affiliates ((including, but not limited to (a) the Master Framework Agreement, dated March 13, 2007, by and between Motorola, Inc. and Google Inc. and (b) the Directed Traffic Distribution Agreement, dated December 28, 2005 (“Directed Traffic Agreement”), by and between Motorola, Inc. and Google Inc.) regarding the Google Applications provided by Google that are distributed on Devices that run on Android, but will have no affect on any other agreements between the parties regarding other devices or other Google services or applications. Notwithstanding the foregoing, if and when the Directed Traffic Agreement is amended by the parties (or the parties agree to a new agreement)          [***]

shall apply to the Devices distributed with the Google Applications licensed hereunder contingent upon the parties’ compliance with the terms of the Directed Traffic Agreement or other agreement as applicable.

3. Device Distribution. Company agrees that it will be solely responsible for the distribution of the Devices and managing its inventory.

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4. General.

4.1 Payments.

4.1.1 Except as set forth in Section 2.10 (Other Agreements), Company and Google shall each retain any and all revenue generated from provision of their respective products or services. For the sake of clarity, except as expressly set forth in this Agreement, neither party shall be required to account to the other or otherwise make any payment to the other regarding the Google Applications, Google products or services, the Devices or any revenue generated therefrom.

4.2 Reports. The parties shall provide the reports detailed in Exhibit B.

4.3 Google Approval and Launch. The distribution of each of (and/or any total number of) the Google Applications shall be subject to Google’s prior written approval (not to be unreasonably withheld or delayed) to ensure adherence to the terms and conditions of this Agreement, including but not limited to the Google Mobile Branding Guidelines (as such Google Mobile Branding Guidelines are changed from time to time at Google’s sole discretion and Motorola shall have reasonable time to adjust to such changes).    [***]

Upon receipt of each such Google approval, Company shall promptly begin distribution and implementation in accordance with this Agreement (each, “Launch” or “Launch Date”) . Company will provide written confirmation to Google of Launch promptly following the launch of any Device in each Territory. For the avoidance of doubt, each new Territory, each new Device, and each new Telecom Operator in each Territory needs to be approved by Google prior to Launch.

4.4 Implementation Requirements. The parties shall provide the materials and information listed in Exhibit C hereto. Additionally, Company shall provide any and all other information, equipment and/or assistance necessary to allow Google to deliver the Google Applications and make the Google Applications (including over-the-air updates thereto) available on the Service and the Devices.

4.5 Over-the-Air Updates.

4.5.1 Google may auto-update Google Applications over-the-air at Google’s reasonable discretion in accordance with the terms set forth in this Section 4.5.1. The parties shall work together in good faith to deliver the most up to date Google Applications on the Devices. The parties acknowledge that it is unreasonable to make any update to the Google Applications that causes a material malfunction in the Google Applications, the Devices, or the Telecom Operator’s network. Company shall not prevent such over-the-air auto-updates. Google acknowledges that in the event Company sells Devices to a Telecom Operator, such Telecom Operator may impose restrictions regarding over-the-air updates of applications, including Google Applications. Company shall, in good faith, use commercially reasonable efforts to ensure that a Telecom Operator will not preclude over-the-air updates to Google Applications.

4.6 Site Pages. Company shall not redirect an End User away from, block access to, frame, or modify or change the look or feel of any web page or web site accessed via a Google Application, or place anything on or near any web site page that in any way implies that Google is responsible for the contents of such page.

4.7 Data Collection and Reporting. Each party’s applicable privacy and security policies shall apply with respect to the user information collected by it. The parties will provide each other reasonable aggregate information about usage of the Devices during the Term, in order to help each party improve End User’s experience with the Device, consistent with each party’s privacy policies. Such information will not involve any personal information.

4.8 Mobile Service Operator Customer Restrictions. The parties acknowledge and agree that the placement and distribution obligations contained in Section 2.1 are subject to restrictions placed upon Company by its direct mobile service operator customers. However, pursuant to Section 2.1, if a Google Application is on a Device, then any such placement and distribution, including the appearance of Google Applications, shall be subject to Google’s prior written approval as set forth herein, and shall adhere to the terms and conditions of this Agreement including but not limited to the Google Mobile Branding Guidelines.

4.9 No Connectivity Notice. Where an End User launches a Device’s web browser or launches a Google Application and there is no data connectivity available, Company will ensure that such End User is presented with a message indicating lack of data connectivity.

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4.10 Points of Contact. Company and Google shall each appoint a partner manager (the “Partner Manager” ) who shall be the point of contact for all issues concerning this Agreement.

5. Term and Termination.

5.1 Term. The term of this Agreement will be the “Term” set forth on the cover page of this Agreement, unless earlier terminated as provided in this Agreement.

5.2 Termination. (a) Either party may suspend performance or terminate this Agreement if (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty (30) days after written notice; or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety (90) days. (b) Notwithstanding the foregoing, either party may terminate this Agreement immediately upon written notice upon a breach of Sections 2.1 to 2.2 (License Grant and Restrictions), Section 2.4(b)(iii) (opportunity to review and accept Google terms of service), Section 2.5 (Accurate Reproduction), Section 6.1 (Confidentiality) or Section 7 (Trademarks), or as set forth in Section 12.4 (Change of Control). (c) Notwithstanding anything to the contrary, in the event that the government or controlling body of any country or territory in which the Google Applications are distributed or made available imposes any law, restriction or regulation that makes it illegal to distribute or make available the Google Applications, or any portion thereof, into such country or territory, or if any such law, restriction or regulation places a substantial burden on Google, where substantial is measured with respect to Google’s economic benefit relating to the promulgation of the Android platform and/or the distribution of Google Applications, as determined by Google in its commercially reasonable and good faith judgment (such substantial burden, a “Substantial Burden”) then Google shall have the right to suspend the distribution and/or availability of such Google Applications in such country or territory until such time as such law, restriction or regulation is repealed or nullified or modified such that there it is no longer illegal or a Substantial Burden, as applicable, for the Google Applications to be distributed or made available in such country or territory ( “Special Suspension”) .

5.3 Effect of Termination. Upon expiration or termination of this Agreement: (a) except as otherwise set forth herein, all rights and licenses granted hereunder shall immediately cease (provided that all rights granted to End Users shall not be terminated); (b) except as set forth herein, including but not limited to Section 5.4 below, Company will immediately stop reproducing, offering or distributing the Google Applications (except as set forth in Section 5.4 below); and (c) each Party shall return or destroy (and a duly appointed officer shall certify to such destruction) all copies of the Google Applications (in the case of Company) and any other Confidential Information in its possession which it is aware and to which it has access and is reasonably able to destroy or delete (which, for the avoidance of doubt, does not include archived back up copies which are not in live working use and which are no longer easily accessible or retrievable), including from all hard disks and memory. Neither party shall be liable to the other for any damages resulting solely from termination of this Agreement as permitted for under this Agreement.

5.4 Sell-Off Right. Notwithstanding the provisions of Section 5.3 above, for a period of         [***]         following expiration or termination of this Agreement ( “Sell-Off Period”), Company shall have the right to distribute in accordance with the terms and conditions of this Agreement all Google Application(s) actually preloaded on the Device inventory as of the date of expiration or termination of this Agreement ( “Inventory” ), and such party shall have the right to use the Google Trademarks in accordance with this Agreement in connection with such Inventory ( “Sell-Off Right”); provided, however, that Company shall provide no less than thirty (30) days prior written notification to Google of its intent to exercise the Sell-Off Right ( “Sell-Off Right Notice” ). Notwithstanding anything to the contrary, the Sell-Off Right shall not apply in the event that either (a) Company does not provide the Sell-Off Right Notice as set forth above in this Section 5.4, or (b) this Agreement (or any right granted hereunder) is suspended or terminated by Google pursuant to Section 5.2 of this Agreement. Notwithstanding anything to the contrary, Company shall not be entitled to receive any payments related to revenue share from Google upon termination or expiration of this Agreement, regardless of whether or not it chooses to utilize any Sell-Off Right.

5.5 Survival. The provisions of Sections 1 (Definitions), 2.2 (License Grant Restrictions), 5.5 (Survival), 6.1 (Confidentiality), 8 (Proprietary Rights), 9.2 (Disclaimer), 10 (Limitation of Liability), 11 (Indemnification) and 12 (General) shall survive expiration or termination of this Agreement.

6. Confidentiality and PR.

6.1 Confidentiality. (a) Definition. “Confidential Information” is information disclosed by one party to the other party under this Agreement that is marked as confidential or would normally under the circumstances be considered confidential information of the disclosing party. Confidential Information does not include information that the recipient already knew, that

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becomes public through no fault of the recipient, that was independently developed by the recipient, or that was rightfully given to the recipient by another party. (b) Confidentiality Obligations. The recipient will not disclose the Confidential Information, except to affiliates, employees, and agents who need to know it and who have agreed in writing to keep it confidential. The recipient, its affiliates, employees, and agents may use Confidential Information only to exercise rights and fulfill obligations under this agreement, while using reasonable care to protect it. The recipient may also disclose Confidential Information when required by law after giving reasonable notice to discloser.

6.2 Publicity. Each party shall make reasonable efforts to provide, for review and consent, all PR materials that mention or recite the other party, its trademarks, its products or services, or this Agreement, to such other party at least four business (4) days prior to publication or release of such PR Materials. Neither party will publish or release any PR materials or make any public announcement relating to this Agreement without the other party’s prior written consent; except to the extent such information is required to be disclosed under operation of law, by a court order, or by a governmental agency with jurisdiction, provided that the announcing party notifies the other party promptly in writing and cooperates with the other party, at the other party’s request and expense, to contest or limit the scope of such required disclosure.

7. Trademarks.

7.1 General. Each party shall own all right, title and interest, including without limitation all Intellectual Property Rights, relating to its Trademarks. Some, but not all examples of Google Trademarks are located at: http://www.google.com/permissions/trademarks.html (or such other URLs Google may provide from time to time). Except to the limited extent expressly provided in this Agreement, neither party grants, and the other party shall not acquire, any right, title or interest (including, without limitation, any implied license) in or to any Trademarks of the first party; and all rights not expressly granted herein are deemed withheld. All use by Google of Company Trademarks (including any goodwill associated therewith) shall inure to the benefit of Company and all use by Company of Google Trademarks (including any goodwill associated therewith) shall inure to the benefit of Google. No party shall challenge or assist others to challenge the Trademarks of the other party (except to protect such party’s rights with respect to its own Trademarks) or the registration thereof by the other party, nor shall either party attempt to register any Trademarks or domain names that are confusingly similar to those of the other party.

7.2 License to Google Trademarks. Subject to Google’s written approval prior to each use of a Google Trademark and to the terms and conditions of this Agreement, Google grants to Company a limited, nonexclusive and nonsublicensable license during the Term to display those Google Trademarks expressly authorized for use in this Agreement, solely for the purposes expressly set forth herein as well as for advertising and marketing the Google Applications on Devices, subject to any restrictions listed in each Launch Addendum. Notwithstanding anything to the contrary, if Motorola materially breaches the Trademark license granted herein Google may revoke the license granted herein to use Google’s Trademarks upon providing Company with written notice thereof and a reasonable period of time to cease such usage as set forth in the Sell-Off Provisions provided herein. Furthermore, in its use of any Google Trademarks, Company agrees to adhere to the Google Mobile Branding Guidelines (as such Google Mobile Branding Guidelines are changed from time to time at Google’s sole discretion and Motorola shall have reasonable time to adjust to such changes) . If Google expressly approves a use of a Google Trademark that does not comply with the Google Mobile Branding Guidelines, then Company will not be in breach of this Section 7.2.

7.2.1 Prior to any distribution of Google Applications, the appearance and Implementation (as defined below) of such Google Applications shall be subject to Google’s prior written approval (not to be unreasonably withheld or delayed). Such appearance and Implementation shall adhere to the terms and conditions of this Agreement, including but not limited to the Google Brand Guidelines. For purposes of this Agreement, an “Implementation” shall mean the combination of the screen size, resolution, orientation, type of operating system and operating system version. For clarity and avoidance of doubt, once a particular appearance and Implementation of Google Applications has been approved for a specific model of a Device, Motorola shall be permitted, without further approval from Google (except for approval of language translations with respect to the appearance of the Google Applications), to use the same appearance and substantially similar Implementation for other models of Devices that have Implementations substantially similar to the specific model of Device for which Google has granted approval with respect to appearance and Implementation. If either party discovers material problems with the appearance or Implementation of the Google Applications, the parties agree to cooperate in good faith and to use commercially reasonable efforts to remedy such material problems as soon as practicable

7.2.2 Company shall not, and shall not allow any third party to produce any consumer packaging or materials for the Device that identifies or suggests that Google is the manufacturer of the Device. In this regard, Company shall ensure that any Device packaging or user guide produced by the Company identifies Company as the manufacturer of the Device and provides contact details in the applicable Territories in which the Device is distributed.

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7.3 License to Company Trademarks. Subject to the terms and conditions of this Agreement, Company grants to Google a limited, nonexclusive and nonsublicensable license during the Term to display those Company Trademarks expressly authorized for use in this Agreement, solely for the purposes expressly set forth herein. Notwithstanding anything to the contrary, Company may revoke the license granted herein to use Company’s Trademarks upon providing Google with written notice thereof and a reasonable period of time to cease such usage.

8. Proprietary Rights. (a) Company acknowledges that, as between the parties, Google (and/or its licensors) retains all right, title and interest, including without limitation all rights in copyrights, trademarks, trade secrets, patents and knowhow, in and to the Google Applications and the Google Trademarks. Company has, and shall acquire, no rights in the foregoing except those expressly granted by this Agreement. Google shall not be restricted from selling, licensing, modifying, or otherwise distributing the Google Applications and/or the Google Trademarks to any third party. (b) Google acknowledges that, as between the parties, Company (and/or its licensors) retains all right, title and interest, including without limitation all rights in copyrights, trademarks, trade secrets, patents and know-how, in and to the Service and the Company Trademarks. Google has, and shall acquire, no rights in the foregoing except those expressly granted by this Agreement. Except as set forth in this Agreement, Company shall not be restricted from selling, licensing, modifying, or otherwise distributing the Service and/or the Company Trademarks to any third party.

9. Representations, Warranties and Disclaimer.

9.1 Representations and Warranties. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement, and that the execution and delivery of this Agreement, and the performance of its obligations hereunder, will not constitute a breach or default of or otherwise violate any agreement to which such party or any of its affiliates are a party or violate any rights of any third parties arising therefrom. Company represents and warrants that it has and will maintain throughout the Term all rights, authorizations and licenses that are required with respect to the Devices and any Company content or services, and that the Devices and the Company’s content or services, and their use, distribution, sale and license, do and shall continue to comply with all applicable foreign, federal, state, and local laws, rules and regulations. Google represents and warrants that throughout the Term, it will abide by the privacy policies set forth on its website and comply with all applicable foreign, federal, state and local laws, rules and regulations.

9.2 Disclaimer. OTHER THAN THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 9.1 THE GOOGLE APPLICATIONS AND THE ANDROID PLATFORM ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND AND GOOGLE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. GOOGLE DOES NOT WARRANT THAT THE APPLICATIONS AND/OR ANY OTHER GOOGLE PRODUCTS OR SERVICES PROVIDED HEREUNDER WILL MEET ALL OF COMPANY’S REQUIREMENTS OR THAT PERFORMANCE OF SUCH SERVICES WILL BE UNINTERRUPTED, VIRUS-FREE, SECURE OR ERROR-FREE. OTHER THAN THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 9.1, COMPANY MAKES NO WARRANTY OF ANY KIND TO GOOGLE WITH RESPECT TO THE DEVICES, AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

10. Limitation of Liability.

10.1 Limitations. Subject to Section 10.2: (a) Limitation on Indirect Liability. NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. (b) Limitation on Amount of Liability. NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN    [***]

10.2 Exceptions to Limitations. These limitations of liability do not apply to:    [***]

, Section 2.4(b)(iii) (opportunity to review and accept Google terms of service), or Section 2.5 (Accurate Reproduction).

10.3 Allocation of Risk. The parties agree that (a) the mutual agreements made in this Section 10 reflect a reasonable allocation of risk, and (b) that each party would not enter into the Agreement without these limitations on liability.

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Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted portions are indicated with the notation “[***]”.

11. Indemnification.

11.1 By Google. Google will defend, or at its option settle, any third party lawsuit or proceeding brought against Company based upon or otherwise arising out of: (a) any breach or claimed breach of the first sentence of Section 9.1;        [***]

. Notwithstanding the foregoing, in no event shall Google have any obligations or liability under this Section 11.1 arising from: (i) modifications of the Google Applications or the Google Trademarks by any party other than Google; (ii) combination of the Google Applications or the Google Trademarks with any other software or products or any other materials; and (iii) third party claims to the extent covered in Section 11.2 below). Google, in its sole and reasonable discretion, reserves the right to terminate Company’s continued distribution of or access to the Google Applications or the Google Trademarks which are alleged or believed by Google to infringe the rights of a third party. Google shall have no obligations under this Section 11.1 regarding the Android platform or any third party products distributed through the Android Market.

11.2 By Company. Company will defend, or at its option settle, any third party lawsuit or proceeding brought against Google based upon or otherwise arising out of: (a) any breach or claimed breach of Section 9.1; (b) Company’s or any third party’s improper or unauthorized replication, packaging, marketing, distribution, or installation of the Google Applications, including without limitation claims based on representations, warranties, or misrepresentations made by Company; (c) any breach or claimed breach of Section 2.4(b)(iii);    [***]

11.3 Exclusions. Notwithstanding the foregoing, the indemnifying party ( “Indemnitor” ) will have no obligation under this Section with respect to any infringement claim based upon (a) any unauthorized use, reproduction, or distribution of the Devices or Google Applications, as applicable, by the party seeking indemnification ( “Indemnitee” ) or any of its Telecom Operators,        [***]

(c) any modification of the Devices or Google Applications, as applicable, by any person other than (i) authorized modifications by Motorola, its Telecom Operators, its Contractors, and their subcontractors to Devices and (ii) Google to Google Applications,        [***]

or (f) content which was not installed by or on behalf of Indemnitor or its Telecom Operators.

11.4 Conditions of Indemnification. The party seeking indemnification must promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense, but the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE THE ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.

11.5 Distribution Remedy.

11.5.1 If any Google Application or Google Trademark furnished under this Agreement: (i) is held to constitute an infringement and its use enjoined;    [***]

then    [***]

, shall provide written notice indicating the affected or potentially affected Google Application, or Google Trademark        [***]        , and, at Google’s own expense and option (as relates to options (a) and (b) below), Google may: (a) procure for Motorola the right to continue using the affected or potentially affected Google Application or Google Trademark; (b) replace or modify the affected or potentially affected Google Application or Google Trademark with a functional, non-infringing, substantially equivalent version,        [***]

; or (c) terminate the affected license(s) granted under this Agreement [***]

. Notwithstanding anything to the contrary, Company shall not be entitled to receive any payments related to revenue share from Google upon termination of the affected licenses pursuant to Section 11.5.1(c) .

11.5.2 If option (b) or (c) above in Section 11.5.1 are chosen, Motorola will discontinue, as soon as is practicable but no later than        [***]         after Motorola’s receipt of Google’s notice, the manufacture of affected Devices containing the

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affected or potentially affected Google Application or Google Trademark, and any distribution of the affected or potentially affected Google Application or Google Trademark for such jurisdiction(s). [***]

For purposes of clarity, all affected Devices which have passed from Motorola’s distribution pipeline during the    [***]

For Devices and Google Applications in Motorola’s distribution pipeline [***]

11.5.3 Any continued distribution of any affected Device containing the affected or potentially affected Google Application or Google Trademark by Motorola    [***]

for any such continued Motorola use and/or distribution. [***]

11.5.4 Nothing in Section 11.5 shall affect or diminish either party’s rights under the indemnity provisions of Section 11.1 and 11.2.

12. General.

12.1 Notices. All notices must be in writing and addressed to the attention of the other party’s Legal Department and primary point of contact. Notice will be deemed given (a) when verified by written receipt if sent by personal courier, overnight courier, or mail; or (b) when verified by automated receipt or electronic logs if sent by facsimile or email.

12.2 Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.

12.3 Assignment. The rights and obligations of each party under this Agreement may not be transferred or assigned directly or indirectly without the prior written consent of the other party; except that in the event of a party’s divestiture, spinoff, or other separation of a party’s business, the applicable party may assign its rights or obligations under this Agreement, in whole or in part, at no additional cost and without having to obtain the other party’s prior written consent. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. Should a party assign the Agreement as outlined above, the assignee will assume the rights and obligations pursuant to the Agreement.

12.4 Change of Control. Upon a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction), (a) the party experiencing the change of control will provide written notice to the other party within 30 days after the change of control, and (b) the other party may immediately terminate this Agreement any time between the change of control and 30 days after it receives the written notice in subsection (a) of this Section 12.4.

12.5 No Waiver; Severability; No Agency; No Third-Party Beneficiaries. Failure to enforce any provision will not constitute a waiver. If any provision is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision’s essential purpose. The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture. There are no third-party beneficiaries to this Agreement.

12.6 Controlling Law. This Agreement, and all matters arising out of or relating to this Agreement, shall be governed by the laws of the State of New York ,without giving account to its conflict of law principles. Nothing in this Agreement will limit either party’s ability to seek equitable relief.

12.7 Entire Agreement; Amendments; Counterparts. This Agreement is the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. Any amendment must be in writing and expressly state that it is amending this Agreement. The parties may execute this Agreement in counterparts, including facsimile, PDF, and other electronic copies, which taken together will constitute one instrument.

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IN WITNESS WHEREOF, the parties have executed this Agreement by persons duly authorized as of the Effective Date.

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EXHIBIT A - Google Applications and Device Requirements

The following Google Applications are available to be pre-installed and distributed on Devices and the Google Applications for each Device shall be agreed upon in a Launch Addendum signed by Google.

For use of the Network Location Provider, Company shall ensure that the appropriate prompts are displayed to the End User seeking the End User’s acceptance of the terms of service and privacy policies for Network Location Provider as provided by Google. Company shall not prevent the End User from accepting the relevant terms of service prior to enabling Network Location Provider or any application making use of Network Location Provider.

The Devices, Device Forecast Target Terminal Acceptance Dates, Target Launch Dates, Territories, Telecom Operator, Google Trademark, specific Google Applications, Google Trademark, and Restrictions on Google Applications shall be as set forth in separately executed addendums to this Exhibit A. Each such addendum will be in the form attached hereto as Attachment 1 (Form of Launch Addendum) (in any event, pursuant to Sections 2.1, and 4.3, initial distribution in each individual Territory shall be subject to Google’s execution of an approved, written Addendum):

In addition to the requirements set forth in the Agreement the following terms set forth in this Exhibit A shall apply to each Device and each Launch:    [***]

; (b) per the last sentence of Section 2.1 of the Agreement, where Google specifies a specific version of a Google Application to be distributed in a certain Territory, Company shall distribute only such version within such Territory; and (c) Company shall indemnify Google from and against any loss, damage, liability, fees, cost and/or expense incurred by Google arising out of or relating to breach of this Section 2 of Exhibit A. NOTWITHSTANDING ANYTHING TO THE CONTRARY, ANY PAYMENT OBLIGATIONS ARISING OUT OF THIS SECTION 2 OF EXHIBIT A SHALL NOT BE SUBJECT TO SECTION 10 OF THIS AGREEMENT.

Company understands and agrees that it shall not Actively Promote (as defined below) , and shall use commercially reasonable efforts to prevent any third party (including its affiliates, resellers, distributors and Telecom Operators) from

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Actively Promoting Google Applications or any Google services except in those Territories in which such Google Applications or services are expressly authorized by Google in this Agreement. For purposes of this Agreement, “Actively Promote” or “Actively Promoting” means the proactive promotion of a Google Application on any Device as a key value proposition of the device, including point of sale promotion, media advertising, and general consumer-focused promotion of Google Applications or Google services on any Device.

Google understands and agrees that the Launch Addendums are Confidential Information of Company and extremely sensitive information and as a result agrees that the Launch Addendums shall only be disclosed to those employees with a need to know such information for capacity planning and risk assessment and mitigation purposes.

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ATTACHMENT 1 TO EXHIBIT A

FORM OF LAUNCH ADDENDUM

LAUNCH ADDENDUM #     

This Launch Addendum is entered under and subject to the Mobile Application Distribution Agreement effective May 1, 2009 between Motorola, Inc. (Company) and Google Inc. (Google) (the “MADA”)..

Upon execution of this Addendum, Company and Google agree to the Launch the Device as set forth below. No Launch may proceed until the both parties confirm Terminal Acceptance in writing. All Launches are subject to the terms and conditions of the MADA.

Additional Terms (if any):

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EXHIBIT B - Reports

Company Reports - Within the later of forty-five (45) days of the end of each calendar quarter or upon Company’s public quarterly reporting during the Term, Company shall provide the following reports:

1. Total number of Devices distributed with a preloaded version of a Google Application during such calendar quarter (by Google Application, country and Device model within each country).

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EXHIBIT C- Implementation Requirements

1. Company shall deliver to Google no less than four (4) Devices representative of Devices used by End Users for terminal acceptance as set out in Section 4.3 of this Agreement. Google may use such Devices to test the operation and presentation of relevant Google products, services and sites.

2. If at any time the Devices provided under Section 1 of Exhibit C are no longer capable of displaying the current implementation of relevant Google products, services or sites, Company will provide Google with replacement Devices as required.

3. Company will provide free access to all necessary Application Programming Interfaces (APIs) and associated data in order to allow Google to optimize the Google products and services (such as Device ID, session ID, billing API, location API (when available), and any other APIs and enablers generally offered by Company to partners).

4. Google may from time to time provide Company with an Application and tests that should be run on Devices (which may represent families of Devices) on which such Applications will be loaded to assure the operation and presentation of such Application. In such an event, Company may execute and may provide to Google the test results.

5. Company shall configure the appropriate Client ID for each Device as provided by Google.

6. Company agrees to reasonably assist Google with ongoing testing of Devices and Android applications. Google may, from time to time, provide Company with Android-based applications and tests to run on Devices (which may represent families of Devices). Company may load such Applications on Devices and may run such test in a timely manner to help assess the operation and presentation of such applications and provide the test results to Google.

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EXHIBIT 10.15

TERM SHEET FOR SUBSCRIBER UNITS AND SERVICES

AGREEMENT BETWEEN

NEXTEL COMMUNICATIONS, INC. AND

MOTOROLA, INC.

This term sheet agreement (“Term Sheet”) is between Nextel Communications, Inc. (“Nextel”) and Motorola, Inc. (“Motorola”), collectively the “Parties”, for the supply of iDEN Subscriber Units, iDEN Subscriber Unit Features (“ISUF”), and Services. The Parties intend to enter into a final multi-year supply agreement. It is the intent of the Parties that this Term Sheet expresses the general basis for that multi-year supply agreement and that substantially similar terms and conditions as stated herein will be incorporated into that agreement. The terms and conditions contained herein are interim terms only, and the parties agree that all terms and conditions whether or not included in this Term Sheet shall be negotiated in good faith as part of the 2003-05 Agreement (as defined below). [***]

Additionally, during the term of this Term Sheet, the Parties will conduct business consistent with the material terms and conditions stated herein.

Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted portions are indicated with the notation “[***]”.

INDEX

Exhibits

Exhibit A: [***] Platform Pricing Menu

Exhibit B-1: [***] Pre-Paid Pricing Menu

Exhibit B-2: [***] Post-Paid Pricing Menu

Exhibit C-1: Post-paid PA Projects and Payment Schedule

Exhibit C-2: Pre-paid (Boost) PA Projects and Payment Schedule

Exhibit C-3: ISUF Projects and Payment Milestones

Exhibit D: Product Terms and Conditions

Exhibit E: Transceiver and DBR Pricing

Exhibit F: Sample of the Application of Efficiency Curve and PA Price Adjustments

Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted portions are indicated with the notation “[***]”.

It is the intent of the Parties that this Term Sheet will be replaced and superseded by a multi-year supply agreement for iDEN platform based subscriber radios sold through Motorola’s iDEN Subscriber Group (“Handset Units”), which will cover the minimum time period from 1/1/03 to 12/31/05 (“2003-05 Agreement”). The renewal terms of the multi-year supply agreement will be addressed in the multi-year supply agreement. This Term Sheet will remain in effect for 120 days from the date both Parties sign this Term Sheet (“Term Sheet Effective Date”), or until the 2003-2005 supply agreement is executed by the Parties, whichever occurs first. Parties will negotiate in good faith during the 120-day period and may extend the Term Sheet by mutual agreement of both parties.

In the event the 2003-05 Agreement is not reached within 120 days from the Term Sheet Effective Date and the Term Sheet has not been extended by mutual agreement of both Parties in writing, then from such point:

Finalization of the 2003-05 Agreement is contingent upon the Parties’ resolution of relationship issues currently being addressed by Senior Management.

[***]

Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted portions are indicated with the notation “[***]”.

[***]

[***]

During the term of the 2003-05 Agreement, Nextel will be eligible for the reduced base package pricing for pre-paid Handset Units described in Exhibit B-1, in accordance with the terms and conditions specified in the section entitled “Subscriber Unit Pre-paid Pricing” below.

In addition, Motorola may from time to time offer additional pre-paid handset promotional funding and programs, provided that Nextel’s post-paid Handset Unit purchases [***]

Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted portions are indicated with the notation “[***]”.

[***]

The 2003 programs outlined above in Table 2.1 will not extend beyond 2003.

Nextel and Motorola will meet at least three (3) months prior to the end of each calendar year to review the current business conditions and effectiveness of the Platinum Partners, Platinum Partners Plus, Volume Rebate Incentive, and the Pre-paid/Boost programs, and to determine appropriate promotional programs for the following contract year.

[***]

[***]

Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted portions are indicated with the notation “[***]”.

[***]

For planning and operational purposes, Nextel shall provide Motorola with a detailed twelve month (12-month) rolling forecast as follows:

The pricing for Handset Units is specified in Exhibit A. Nextel and Motorola agree to periodically discuss joint cost savings opportunities available to both Parties from the elimination of specific handset models, process improvements, sourcing strategies, component modifications, and warranty cost alternatives.

The pricing for each of the post-paid Handset Units is specified in Exhibit B-2 and shall constitute the maximum Base Package price that Motorola shall charge Nextel for the listed Handset Units (“Not to Exceed,” or “NTE” price).

Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted portions are indicated with the notation “[***]”.

The pricing of Nextel/Boost pre-paid Handset Units for 2004 will be as specified in Exhibit B-1 , and as may be amended, provided the following two conditions are both satisfied:

                                                                                                                   The Parties acknowledge that the [ *** ]                                                      may be changed by mutual agreement to some other model and/or models         [ *** ]         and in such case this clause would be appropriately modified to reflect the mutually agreed upon changes. If any of the aforementioned models, and/or their mutually agreed replacements, have their Ship Acceptance dates delayed, unless the delays are agreed to by both parties, the         [ *** ]         mix requirement will become effective in the same month that the Motorola Ship Acceptance has been achieved for the last remaining product of the aforementioned models or their substitutes, as may be agreed upon.

In the event any of the above stated conditions in Items 1) and 2) above are not satisfied, then the following conditions will apply:

Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted portions are indicated with the notation “[***]”.

, adjusted for any Efficiency Curve Pricing Adjustments, PA credit (per unit), or competitive benchmarking adjustment, for the remainder of the term of the Agreement. With the exception of [ *** ]                        , in the event a comparable post-paid Handset unit model does not exist                 [ *** ]             , the base package price of the pre-paid Handset Unit model will increase by [***] of the base package price specified in Exhibit B-1 and all volumes of pre-paid Handset Units will be included in the appropriate Efficiency Curve calculations going forward. The pre-paid handsets will receive the associated price reduction based on its tier classification.

, adjusted for any Efficiency Curve Pricing Adjustments, PA credit (per unit), or competitive benchmarking adjustment for the remainder of the term of the Agreement. With the exception of [***]                                     , in the event a comparable post-paid Handset unit model does not exist                 [***]             , the base package price of the pre-paid Handset Unit model will increase by [***] of the base package price specified in Exhibit B-1 and all volumes of pre-paid Handset Units will be included in the appropriate Efficiency Curve calculations going forward. The price adjustment (via a debit memo) will be applied retroactively to all pre-paid units shipped from [***] 2004. The pre-paid handsets will receive the associated price reduction based on its tier classification.

For certain proposed products or features, Motorola will, at its sole discretion, offer Nextel, including Boost, the option to purchase the specified product or feature on special terms and conditions called the “PA Model.” Under the PA Model, Nextel will pre-pay agreed amounts, pursuant to an agreed payment schedule, for specified finished products or features to be delivered by Motorola as part of the agreed PA Model project. Except as otherwise agreed in Section 2.5.3 below, all pre-payments must be made according to the project’s milestone dates with the final pre-payment being made on the project prior to a project’s commercial release by Motorola (hereinafter “Ship Acceptance”) to be eligible as an PA Model project.

The 2003-05 Agreement shall address the process applicable to the ISUF projects.

Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted portions are indicated with the notation “[***]”.

For each product or feature offered under the PA Model, Motorola will provide the following information in the given timeframes to Nextel as part of the Product Development Process (“PDP”), and Nextel will participate and provide the following responses as part of the PDP process.

Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted portions are indicated with the notation “[***]”.

Once the MRD has been approved, any modifications to projects, including changes in schedules, must be submitted by Nextel to Motorola’s Change Control Board (“CCB”) for review and evaluation, and will be effective only upon mutual agreement of the Parties. Failure to approve a change proposed by Nextel to the approved MRD does not constitute a material breach on the part of Motorola with respect to that PA Model project. If the PA Model does not meet the specifications as stated in the approved MRD, the Parties will negotiate in good faith a mutually acceptable solution.

For all PA Model projects, if Nextel makes the PA Model payments in full for the respective PA Models, through PA Model Ship Acceptance, Motorola will apply an account credit in an amount equal to the total PA

Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted portions are indicated with the notation “[***]”.

Model payments made for the respective PA Model projects, [***]

against actual purchases of the PA Model product or feature completed under that PA Model project. Until the PA amount is exhausted for a specific PA Model project, the purchase price of the unit on the Nextel purchase order to Motorola shall be as indicated on the line entitled “BASE PACKAGE PRICE (*Feature/ Accessory is included)” in Exhibits B-1 and B-2 . The applicable PA credit amount may be shown as a line item on the purchase order. The net amount that will be due to Motorola by Nextel for the respective models is indicated in Exhibits B-1 and B-2 on the line entitled “WITH PA CREDIT, BALANCE OF BASE PACKAGE PRICE AMOUNT DUE AT SHIPMENT”. The PA Model account credit will be allocated on the invoice for each Nextel purchase of the PA Model product (“PA Credit”) until such time as all PA Model funds paid by Nextel for the PA Model project have been exhausted or the PA period elapses, whichever event occurs earlier. If the PA model payments are not fully exhausted within the PA period, the portion of the PA model payment that has not been exhausted is forfeited to Motorola [***]

. PA payments and PA credits cannot be redeemed for cash, are non-transferable, and PA payments made for one product model or feature may not be applied toward the purchase of any other product model or feature.

The Parties previously agreed to apply the PA Model to certain products set forth in Exhibits C-1 and C-2 and certain payments related to supplying ISUF as set forth in Exhibit C-3 . Accordingly, no later than January 10 ^th 2004, Nextel will pay Motorola (via a special wire transfer) the following PA Model payments and ISUF payments, as outlined in Exhibit C-1 , Exhibit C-2 and Exhibit C-3 :

. The PA period for the products in Exhibit C-1 and Exhibit C-2 shall not be greater than [***] months from the earlier of Ship Acceptance date of each specific model [***]

.

features. All the ISUF payments to Motorola as stated in Exhibit C-3 are non-refundable and no credit shall be applied to product purchases.

Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted portions are indicated with the notation “[***]”.

Nextel further agrees to pay the remaining PA Model and ISUF payments as outlined in Exhibits C-1 , C-2 and C-3  via the Rebate File as the respective milestones are completed. For each ISUF project or feature, assuming that all ISUF payments are made per project or feature, the sum of the ISUF payments for individual features (as identified in Exhibit C-3 ) represent fees for an irrevocable and perpetual right to use the feature with respect to iDEN subscriber units sold by Motorola to Nextel under this Term Sheet.

The [***]                            handsets have been shipped [***]

prior to the signing of the Term Sheet. The Parties mutually acknowledge that these models do not represent the completed work product as specified in the executed MRDs [***]                                                                      . Motorola and Nextel agree to recognize these Handset Unit models as PA Model projects. Accordingly, the PA Model and Efficiency Curve structure will be implemented with the initial shipments of these Handset Units [***]

. For these handset models, Nextel shall make PA payments up through completion of the respective “Beta” milestone as shown in Exhibit C1 . The final payment per the “Ship Acceptance” milestone for these models shall be due no later than 10 days after these handsets start shipping [***]                .   For each PA Model project addressed by this Section 2.5.3, upon full payment of all PA amounts up through completion of the respective “Beta” milestone set forth in Exhibits C-1 and C-2 , Motorola will begin to apply the associated PA Model per unit credits to Nextel’s purchases of these [***] products such that the amount due and payable for each purchase will equal the per unit amount indicated on Exhibits B-1 and B-2 to this Term Sheet as “With PA Credit, Balance of Base Package Price Amount Due at Shipment” (plus applicable “Kit Adders”). In the event that such pending PA payments are not made prior to January 10th 2004, no PA credit will apply to those [***] products, and the amount due and payable for each purchase will equal the Base Package Price per unit price indicated on Exhibits B-1 and B-2 . Accordingly, respective purchase orders, shipments, and invoices will be reconciled and adjustments made thereto such that the net corrected unit pricing and PA credits per unit for purchase orders, shipments and invoices to date (starting with [***]                    shipments) will conform to Exhibits B-1 and B-2 (Base Package Price + “Kit Adders” – 9% of Base Package Price). Other promotions, rebates, terms and conditions outlined within this Term Sheet remain in effect. The Parties mutually agree to:

Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted portions are indicated with the notation “[***]”.

Unless agreed in writing otherwise, in no event will a price reduction pursuant to the PA Model occur for these Handset Units if the final PA payment milestone due at Ship Acceptance has not been made by Nextel.

It is the Parties’ intent that additional 2003 – 2004 [***] projects [***]                                                                      will also proceed under the PA Model, pursuant to the PA Model process set forth in Sections 2.5.1 and 2.5.2 above, and will be added to the appropriate respective Exhibits once the details are agreed to by the Parties.

The following price reductions or Efficiency Curve Price Adjustments will apply to iDEN        [***]        Handset Units purchased by Nextel, excluding Limited Edition, Special Edition, NASCAR, and DBR models, and excluding Nextel sourced/selected items (i.e., SIM Cards, collateral pieces, and associated pick fees) (“Eligible        [***]        Handset Units”). The Efficiency Curve Price Adjustments will apply to iDEN [***] Handset Units if the conditions under subparagraph 1) and 2) of the Section 2.4.3 (entitled “Subscriber Equipment Unit Pre-Paid Pricing and Terms”) are not met.

[***]

Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted portions are indicated with the notation “[***]”.

[***]

[***]

Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted portions are indicated with the notation “[***]”.

[***]

Approximately sixty (60) days prior to Ship Acceptance of each new Eligible Post-Paid Handset, the Parties will benchmark the new handset per the Benchmarking Process Set forth above.    [***]

The Parties will perform the Benchmarking Process described above on an annual basis during the month of [***]

for those Eligible    [***] Handset models that have not undergone the benchmarking process within the past        [***]        months. The consolidation of the benchmarking activities for the Eligible models is intended to reduce administrative impact.

In the event that the Parties mutually agree that market conditions warrant an interim review, the Parties will perform such benchmarking activities or engage in pricing review discussions on an exception basis. Any Eligible         [***]        Handset Unit model that receives an Interim Price Adjustment pursuant to the Benchmarking Process will be excluded from the next subsequent Efficiency Curve Price Adjustment, however,

Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted portions are indicated with the notation “[***]”.

purchases of those units will still count toward the Efficiency Curve purchase milestones

Prior to each Eligible        [***]        Handset Unit or data device initial launch, Motorola will provide Nextel with up to a [***] discount off of the Base Package price on up to [***] units, to be negotiated by the Parties, (typically a quantity of [***] units). The discount will be applied to the “Total Package” price ( i.e. , “Fully Kitted” price which includes all “Adders”), but excluding the SIM Card, SIM Card pick fees, and any incremental customer specified collateral for handsets.

See Exhibit E for Transceiver Only and DBR Pricing. Nextel agrees not to repackage the Transceiver Only and DBR units as fully kitted phones. Further conditions on use of Transceiver and DBR units to be included in the multi-year agreement.

The Parties intend to explore the possibility of developing an upgrade program, in particular with respect to [***] products.

Motorola will pay for 2003 tooling costs associated with [***] products. The 2003-05 Agreement will include appropriate provisions regarding future tooling costs.

As part of the on-going PDP process, Nextel and Motorola will hold a “Business Reconciliation Meeting” within five (5) business days of the monthly PDP subscriber unit meeting, unless otherwise agreed to by the parties. The purpose of this meeting will be to discuss and document potential issues and financial impacts to handset pricing and PA funding that may arise due to changes in product specifications, marketing programs, or other discussions that occur during the monthly PDP subscriber unit meeting.

The parties agree to negotiate in good faith on terms and conditions related to intellectual property rights for the definitive 2003 -05 Agreement. However, during this Term Sheet and any extensions thereto, and in the absence of an express written provision as to ownership of intellectual property, the ownership of any intellectual property created as a direct result of the fulfillment of the terms and conditions of this Term Sheet shall be determined by application of law, and Nextel shall have the normal non-exclusive

Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted portions are indicated with the notation “[***]”.

royalty-free license, which is implied or otherwise arises by operation of law, solely to use and sell to its customers only those products sold by Motorola to Nextel under this Term sheet. No other licenses are granted directly or indirectly under this Term Sheet by either Party.

“Confidential Information” shall mean the terms, conditions, and pricing of this Term Sheet and the content of any documents or information, which is identified in writing as being confidential and which is acquired from the other party in connection with this Term Sheet or the negotiations between the Parties regarding the multi-year supply agreement that are contemplated by this Term Sheet. Each party shall copy and use any such Confidential Information solely for the purpose of fulfilling their respective obligations under this Term Sheet. The Parties agree not to disclose any Confidential Information to any third party for any purpose without prior written approval from the other Party, and shall not use any Confidential Information for any purpose other than in furtherance of this Term Sheet or as expressly permitted under the terms of the NDA applicable to the information.

Each Party shall use its best efforts, but in no instance less than reasonable care, to limit dissemination of Confidential Information disclosed to it by the other Party to only its employees and agents who have a strict need to know in the performance of the Party’s duties hereunder, and not to disclose the Confidential Information of the other Party to any third party without the other Party’s prior approval.

The Parties agree to take appropriate action, by instruction, agreement, or otherwise, with any persons permitted access to the other’s Confidential Information so as to assure that they will hold such information in confidence as required in this Term Sheet.

The obligations imposed upon either party under this Section shall not apply to information whether or not designated as “Confidential”: (i) which is made public by the disclosing party; (ii) which the receiving party can reasonably demonstrate is already in the possession of the receiving party and not subject to an existing agreement of confidence; (iii) which is received from a third party without restriction and without breach of this Letter Agreement; (iv) which is independently developed by the receiving party as evidenced by its records; (v) which the receiving party is required to disclose pursuant to a valid order of a court or other governmental body or any political subdivision thereof, provided , however , that the recipient of the information shall first have given notice to the disclosing party and made a reasonable effort to obtain a

Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted portions are indicated with the notation “[***]”.

protective order requiring that the information and/or documents so disclosed be used only for the purposes for which the order was issued.

The Parties agree that the terms and conditions set forth in Exhibit D attached hereto will apply to iDEN Platform based products, services or features supplied to Nextel by Motorola under this Term Sheet and neither Nextel’s purchase orders nor Motorola’s invoices shall change, alter or add to the terms and conditions of Exhibit D or this Term Sheet in any way. The parties shall negotiate in good faith more detailed purchase and terms and conditions as part of the 2003-05 Supply Agreement.

The Parties agree to include additional provisions, such as End of Life Process, Value Added Distribution (VAD), Warranty Fulfillment (Pre-paid and Post-paid) Service and Repair, Accessories, i58sr and i88 End of Life Support (EOL) Support, and Advance Source Parts to the multi-year supply agreement.