Motorola Solutions, Inc. (Form: 8-K, Received: 03/11/2015 16:13:18)

MOTOROLA SOLUTIONS, INC.

(Registrant)

Dated: March 11, 2015

/s/ Mark S. Hacker

Mark S. Hacker

Executive Vice President, General Counsel and Chief Administrative Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 9, 2015

Motorola Solutions, Inc.

(Exact Name of Registrant as Specified in Charter)

DELAWARE

(State or Other Jurisdiction of Incorporation)


1-7221		36-1115800
(Commission File Number)		(IRS Employer Identification No.)

1303 East Algonquin Road

Schaumburg, Illinois

60196

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (847) 576-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On March 9, 2015 the Compensation and Leadership Committee (the “ Committee ”) of Motorola Solutions, Inc. (the “ Company ”) granted performance-based stock options which may be earned and vest, if at all, based on the Company’s total stockholder return (“ TSR ”) performance relative to the companies listed in the S&P 500 (the “ Performance Options ”) and market stock units (“ MSUs ”) which may be earned and vest, if at all, based on the Company’s stock price appreciation, to executive officers as part of the 2015 long-term incentive program (the “ 2015 Awards ”) under the Motorola Solutions Omnibus Incentive Plan of 2006, as amended (the “ Omnibus Plan ”). The Committee modified the terms and conditions of the 2015 Awards as compared to prior grants to tie the number of Performance Options and MSUs which may be earned and the vesting provisions to performance goals. The total value of the 2015 Awards for each of our named executive officers was generally consistent with the value of the prior year’s equity awards.

If the Company achieves a threshold 30th percentile rank with respect to relative TSR performance during the period from January 1, 2015 through December 31, 2017 (the “ Performance Period ”), the Performance Options will be earned based on a payout factor (ranging from 30% - 250% of the target grant) related to such relative TSR performance and vest and become exercisable on the third anniversary of the grant date, subject to the recipient’s continued employment through such date. If the threshold relative TSR performance is not met at the end of the Performance Period, the Performance Options will be forfeited.

If the Company’s stock price is at least equal to the threshold price of 60% of the Company’s stock price on the date of grant on each of the first, second and third anniversaries of the grant date (the “ MSU Vesting Dates ”), one-third of the total MSUs will be earned based on a payout factor (ranging from 60% - 200% of the target grant) related to the Company’s stock price and vest and settle in shares of common stock of the Company on each applicable MSU Vesting Date, subject to the recipient’s continued employment through such MSU Vesting Dates. If the threshold stock price requirement is not met on any MSU Vesting Date, the MSUs associated with the applicable MSU Vesting Date will be forfeited.

The 2015 Awards for Gregory Q. Brown, the Company’s Chief Executive Officer, are on substantially the same terms as the 2015 Awards granted to the Company’s other executive officers, except that the termination and change in control provisions of Mr. Brown’s 2015 Awards are subject to the termination and change in control provisions contained in Mr. Brown’s employment agreement with the Company dated August 27, 2008, as amended.

The Performance Option Award Agreement granted to executive officers other than Mr. Brown is attached hereto as Exhibit 10.1 and the Market Stock Unit Award Agreement granted to executive officers other than Mr. Brown is attached hereto as Exhibit 10.2. The Performance Option Award Agreement granted to Mr. Brown is attached hereto as Exhibit 10.3 and the Market Stock Unit Award Agreement granted to Mr. Brown is attached hereto as Exhibit 10.4. The foregoing description is qualified in its entirety by reference to the full text of Exhibits 10.1, 10.2, 10.3 and 10.4, each of which are incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits


Exhibit No.		Description

10.1		Form of Motorola Solutions, Inc. Performance Option Award Agreement for grants to Section 16 Officers on or after March 9, 2015.

10.2		Form of Motorola Solutions, Inc. Market Stock Unit Agreement for grants to Section 16 Officers on or after March 9, 2015.

10.3		Form of Motorola Solutions, Inc. Performance Option Award Agreement for grants to Gregory Q. Brown on or after March 9, 2015.

10.4		Form of Motorola Solutions, Inc. Market Stock Unit Agreement for grants to Gregory Q. Brown on or after March 9, 2015.

SIGNATURE

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

EXHIBIT INDEX


Exhibit No.		Description

10.1		Form of Motorola Solutions, Inc. Performance Option Award Agreement for grants to Section 16 Officers on or after March 9, 2015.

10.2		Form of Motorola Solutions, Inc. Market Stock Unit Agreement for grants to Section 16 Officers on or after March 9, 2015.

10.3		Form of Motorola Solutions, Inc. Performance Option Award Agreement for grants to Gregory Q. Brown on or after March 9, 2015.

10.4		Form of Motorola Solutions, Inc. Market Stock Unit Agreement for grants to Gregory Q. Brown on or after March 9, 2015.

Exhibit 10.1

PO Section 16

Omnibus Incentive Plan

Terms and Conditions Related to Employee Performance Stock Options


Recipient:						Date of Expiration:

Commerce ID#:						Target Option Award:

Date of Grant:						Exercise Price:

Motorola Solutions, Inc. (“Motorola Solutions” or the “Company”) is pleased to grant you the opportunity to earn options to purchase shares of Motorola Solutions common stock (“Common Stock”) under the Motorola Solutions Omnibus Incentive Plan of 2006, as amended (the “Plan”). The target number of options (“Options”) awarded to you and the Exercise Price per Option, which is the Fair Market Value on the Date of Grant, are stated above, subject to the vesting conditions in this agreement. Each Option entitles you to purchase one share of Common Stock on the terms described below in this agreement and in the Plan.

Vesting Schedule

The Options shall be earned and vest on the third anniversary of the Date of Grant (the “Vesting Date”), if at all, based on the Company’s performance from January 1, [beginning year of performance period] until December 31, [final year of performance period] (the “Performance Period”), to the extent provided in the following schedule:

(A)

Options to Vest

(B)

Vesting Date

(C)

Payout Factor

(D)

Number of Options Earned

100% of Target Option Award

3 ^rd Anniversary of Date of Grant

See Appendix A for Payout Factor

Target Option Award (Column A) times Payout Factor (Column C)

Vesting and Exercisability

You cannot exercise the Options until they have vested.

Regular Vesting – The Options will vest in accordance with the schedule set forth in Appendix A (subject to the other terms hereof).

Special Vesting – You may be subject to the Special Vesting Dates described below if your employment or service with Motorola Solutions or a Subsidiary (as defined below) terminates prior to the Vesting Date.

Exercisability – You may exercise Options at any time after they vest and before they expire as described below.

Expiration

All Options expire on the earlier of (i) the Date of Expiration as stated above or (ii) any of the Special Expiration Dates described below. Once an Option expires, you no longer have the right to exercise it.

Special Vesting Dates and Special Expiration Dates

There are events that cause your Options to vest sooner than the Vesting Date or to expire sooner than the Date of Expiration as stated above. Those events are as follows:

Disability – If your employment or service with Motorola Solutions or a Subsidiary is terminated because of your Total and Permanent Disability (as defined below) prior to the Vesting Date; the Target Option Award will automatically become fully vested upon your termination of employment or service. These vested Options will then expire on the earlier of the first anniversary of your termination of employment or service because of your Total and Permanent Disability or the Date of Expiration stated above. Until that time, the vested Options will be exercisable by you or your guardian or legal representative.

Death – If your employment or service with Motorola Solutions or a Subsidiary is terminated because of your death prior to the Vesting Date, the Target Option Award will automatically become fully vested upon your death. These vested Options will then expire on the earlier of the first anniversary of your death or the Date of Expiration stated above. Until that time, with written proof of death and inheritance, the vested Options will be exercisable by your legal representative, legatees or distributees.

Change In Control – If a “Change in Control” of the Company occurs prior to the Vesting Date, and the successor corporation does not assume these Options or replace them with options that are economically equivalent to these Options, then: (i) the Target Option Award will automatically become fully vested and (ii) these vested Options will be exercisable until the Date of Expiration set forth above.

Further, if the Options are assumed or replaced as described in the preceding paragraph, such assumed or replaced options shall provide that they will be earned and vested at the “target” level of performance and remain exercisable until the Date of Expiration set forth above if you are involuntarily terminated (for a reason other than “Cause”) or if you quit for “Good Reason” within 24 months of the Change in Control. For purposes of this paragraph, the terms “Change in Control”, “Cause” and “Good Reason” are defined in the Plan.

Termination of Employment or Service Because of Serious Misconduct – If Motorola Solutions or a Subsidiary terminates your employment or service because of Serious Misconduct (as defined below) all of your Options (vested and unvested) expire upon your termination.

Change in Employment in Connection with a Divestiture – If, prior to the Vesting Date, you accept employment with another company in direct connection with the sale, lease, outsourcing arrangement or any other type of asset transfer or transfer of any portion of a facility or any portion of a discrete organizational unit of Motorola Solutions or a Subsidiary, or if you remain employed by a Subsidiary that is sold (a “Divestiture”), then your Options will vest on a pro rata basis on the Vesting Date, provided that you have been continuously employed by the Company for at least two years following the beginning of the Performance Period, in an amount equal to (a) the Target Option Award (Column A) times (b) a fraction, the numerator of which is the number of completed full months of service by the Grantee from the beginning of the Performance Period to the date employment is terminated due to the Divestiture and the denominator of which is 36, times (c) the Payout Factor (Column C) as calculated on the Vesting Date. These vested Options will expire on the earlier of (i) 90 days after the Vesting Date or (ii) the Date of Expiration stated above.

Retirement – If your employment terminates due to your Retirement (as defined below), then your Options will vest on a pro rata basis on the Vesting Date in an amount equal to (a) the Target Option Award (Column A) times (b) a fraction, the numerator of which is the number of completed full months of service by the Grantee from the beginning of the Performance Period to the date of your Retirement and the denominator of which is 36, times (c) the Payout Factor (Column C) as calculated on the Vesting Date. These vested Options will expire on the earlier of (i) 90 days after the Vesting Date or (ii) the Date of Expiration stated above.

Termination of Employment or Service by Motorola Solutions or a Subsidiary Other than for Serious Misconduct or a Divestiture – If Motorola Solutions or a Subsidiary on its initiative, terminates your employment or service other than for Serious Misconduct or a Divestiture prior to the Vesting Date, then your Options will vest on a pro rata basis on the Vesting Date, provided that you have been continuously employed by the Company for at least two years following the beginning of the Performance Period, in an amount equal to (a) the Target Option Award (Column A) times (b) a fraction, the numerator of which is the number of completed full months of service by the Grantee from the beginning of the Performance Period to the date of your termination of employment or service

and the denominator of which is 36, times (c) the Payout Factor (Column C) as calculated on the Vesting Date. All of your vested but not yet exercised Options will expire on the earlier of (i) 90 days after the Vesting Date or (ii) the Date of Expiration stated above.

Termination of Employment or Service for any Other Reason than Described Above – If your employment or service with Motorola Solutions or a Subsidiary terminates for any reason other than that described above, including voluntary resignation of your employment or service other than due to Retirement, all of your unvested Options will automatically expire upon termination of your employment or service and all of your vested but not yet exercised Options will expire on the earlier of (i) the date ninety (90) days after your termination date or (ii) the Date of Expiration stated above.

Leave of Absence/Temporary Layoff

If you take a Leave of Absence or you are placed on Temporary Layoff (each as defined below) by Motorola Solutions or a Subsidiary the following will apply:

Vesting of Options – Options will continue to vest in accordance with the vesting schedule set forth above.

Exercising Options – You may exercise Options that are vested or that vest during the Leave of Absence or Temporary Layoff.

Effect of Termination of Employment or Service – If your employment or service is terminated during the Leave of Absence or Temporary Layoff, the treatment of your Options will be determined as described under “Special Vesting Dates and Special Expiration Dates” above.

Other Terms

Method of Exercising – You must follow the procedures for exercising options established by Motorola Solutions from time to time. At the time of exercise, you must pay the Exercise Price for all of the Options being exercised and any taxes that are required to be withheld by Motorola Solutions or a Subsidiary in connection with the exercise.

Transferability – Unless the Committee provides, Options are not transferable other than by will or the laws of descent and distribution.

Tax Withholding – Motorola Solutions or a Subsidiary is entitled to withhold an amount equal to the required minimum statutory withholding taxes for the respective tax jurisdictions attributable to any share of Common Stock deliverable in connection with the exercise of the Options. You may satisfy any minimum withholding obligation by electing to have the plan administrator retain Option shares having a Fair Market Value on the date of exercise equal to the amount to be withheld.

Definition of Terms

If a term is used but not defined, it has the meaning given such term in the Plan.

“Confidential Information” means information concerning the Company and its business that is not generally known outside the Company, and includes (A) trade secrets; (B) intellectual property; (C) the Company’s methods of operation and Company processes; (D) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (E) information on customers or potential customers, including customers’ names, sales records, prices, and other terms of sales and Company cost information; (F) Company personnel data; (G) Company business plans, marketing plans, financial data and projections; and (H) information received in confidence by the Company from third parties. Information regarding products, services or technological innovations in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company or one of its affiliates is considering for broader use, shall be deemed generally known until such broader use is actually commercially implemented.

“Fair Market Value” is the closing price for a share of Common Stock on the Date of Grant or date of exercise, whichever is applicable. The official source for the closing price is the New York Stock Exchange Composite Transaction as reported in the Wall Street Journal at www.online.wsj.com.

“Leave of Absence” means an approved leave of absence from Motorola Solutions or a Subsidiary from which you have a right to return to work, as determined by Motorola Solutions.

“Retirement” means your voluntary termination of employment prior to the Vesting Date and (A) at or after age 55 with at least 10 years of service, (B) at or after age 60 with at least 5 years of service, or (C) at or after age 65.

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

“Subsidiary” means an entity of which Motorola Solutions owns directly or indirectly at least 50% and that Motorola Solutions consolidates for financial reporting purposes.

“Total and Permanent Disability” means for (x) U.S. employees, entitlement to long-term disability benefits under the Motorola Solutions Disability Income Plan, as amended and any successor plan or a determination of a permanent and total disability under a state workers compensation statute and (y) non-U.S. employees, as established by applicable Motorola Solutions policy or as required by local regulations.

“Temporary Layoff” means a layoff or redundancy that is communicated as being for a period of up to twelve months and as including a right to recall under defined circumstances.

Consent to Transfer Personal Data

By accepting this award, you voluntarily acknowledge and consent to the collection, use, processing and transfer of personal data as described in this paragraph. You are not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect your ability to participate in the Plan. Motorola Solutions, its Subsidiaries and your employer hold certain personal information about you, that may include your name, home address and telephone number, date of birth, social security number or other employee identification number, salary, salary grade, hire date, nationality, job title, any shares of stock held in Motorola Solutions, or details of all options or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the Plan (“Data”). Motorola Solutions and/or its Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan, and Motorola Solutions and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Solutions in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States. You authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on your behalf to a broker or other third party with whom you may elect to deposit any shares of stock acquired pursuant to the Plan. You may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting Motorola Solutions; however, withdrawing your consent may affect your ability to participate in the Plan.

Acknowledgement of Discretionary Nature of the Plan; No Vested Rights

You acknowledge and agree that the Plan is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by Motorola Solutions or a Subsidiary, in its sole discretion, at any time. The grant of awards under the Plan is a one-time benefit and does not create any contractual or other right to receive an award in the future or to future employment. Nor shall this or any such grant interfere with your right or the Company’s right to terminate such employment relationship at any time, with or without cause, to the extent permitted by applicable laws and any enforceable agreement between you and the Company. Future grants, if any, will be at the sole discretion of Motorola Solutions, including, but not limited to, the timing of any grant, the amount of the award, vesting provisions, and the exercise price.

No Relation to Other Benefits/Termination Indemnities

Your acceptance of this award and participation under the Plan is voluntary. The value of your stock option awarded herein is an extraordinary item of compensation outside the scope of your employment contract, if any. As such, the stock option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments, notwithstanding any provision of any compensation, insurance agreement or benefit plan to the contrary.

Agreement Following Termination of Employment

As a further condition of accepting the Options, you acknowledge and agree that for a period of one year following your termination of employment or service, you will not hire, recruit, solicit or induce, or cause, allow, permit or aid others to hire, recruit, solicit or induce, or to communicate in support of those activities, any employee of Motorola Solutions or a Subsidiary who possesses Confidential Information of Motorola Solutions or a Subsidiary to terminate his/her employment with Motorola Solutions or a Subsidiary and/or to seek employment with your new or prospective employer, or any other company.

You agree that upon termination of employment or service with Motorola Solutions or a Subsidiary, and for a period of one year thereafter, you will immediately inform Motorola Solutions of (i) the identity of your new employer (or the nature of any start-up business or self-employment), (ii) your new title, and (iii) your job duties and responsibilities. You hereby authorize Motorola Solutions or a Subsidiary to provide a copy of this agreement to your new employer. You further agree to provide information to Motorola Solutions or a Subsidiary as may from time to time be requested in order to determine your compliance with the terms hereof.

Substitute Stock Appreciation Right

Motorola Solutions reserves the right to substitute a Stock Appreciation Right for your Option in the event certain changes are made in the accounting treatment of stock options. Any substitute Stock Appreciation Right shall be applicable to the same number of shares of Common Stock as your Option and shall have the same Date of Expiration, Exercise Price, and other terms and conditions. Any substitute Stock Appreciation Right may be settled only in shares of Common Stock.

Acceptance of Terms and Conditions

By accepting the Options, you agree to be bound by these terms and conditions, the Plan, any and all rules and regulations established by Motorola Solutions in connection with awards issued under the Plan, and any additional covenants or promises Motorola Solutions may require as a condition of the grant.

Other Information about Your Options and the Plan

You can find other information about options and the Plan on the Motorola Solutions website [ http:// ] . If you do not have access to the website, please contact Motorola Solutions Global Rewards, 1303 E. Algonquin Road, Schaumburg, IL 60196 USA; ; 847-576-7885; for an order form to request Plan documents.

APPENDIX A

<< Payout Factor >>

Exhibit 10.2

MSU Agreement

Section 16 Officer

MARKET STOCK UNIT AWARD AGREEMENT

This Market Stock Unit Award (“ Award ”) is awarded on «Grant_date» (“ Date of Grant ”), by Motorola Solutions, Inc. (the “ Company ” or “ Motorola Solutions ”) to «First_Name» «Last_Name» (the “ Grantee ”).

WHEREAS, Grantee is receiving the Award (as a type of Restricted Stock Units) under Section 8 of the Motorola Solutions Omnibus Incentive Plan of 2006, as amended (the “ Omnibus Plan ”); and

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

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

Award of Market Stock Units . The Company hereby grants to Grantee a target number of «Txt_Nbr_of_Shares» («Whole_Nbr_of_Shares») Motorola Solutions market stock units (the “MSUs”) subject to the terms and conditions set forth below and subject to adjustment as provided in the Omnibus Plan. No MSU shall be paid unless earned and vested in accordance with this agreement. The MSUs are granted pursuant to the Omnibus Plan and are subject to all of the terms and conditions of the Omnibus Plan.

2.	Restrictions . The MSUs are being awarded to Grantee subject to the transfer and forfeiture conditions set forth below (the “ Restrictions ”):

No Assignment. Prior to the vesting of the MSUs as described in Section 3 below, Grantee may not directly or indirectly, by operation of law or otherwise, voluntarily or involuntarily, sell, assign, pledge, encumber, charge or otherwise transfer any of the MSUs still subject to Restrictions. The MSUs shall be forfeited if Grantee violates or attempts to violate these transfer Restrictions.

Restricted Conduct. If Grantee engages in any of the conduct described in subparagraphs (i) through (v) below for any reason, in addition to all remedies in law and/or equity available to the Company or any Subsidiary (as defined in Section 20 below), including the recovery of liquidated damages, Grantee shall forfeit all MSUs (whether or not vested) and shall immediately pay to the Company, with respect to previously vested MSUs, an amount equal to (x) the per share Fair Market Value (as defined in Section 20 below) of Motorola Solutions Common Stock (“Common Stock”) on the date on which the Restrictions lapsed with respect to the applicable previously vested MSUs times (y) the number of shares underlying such previously vested MSUs, without regard to any taxes that may have been deducted from such amount. For purposes of subparagraphs (i) through (v) below, “Company” or “Motorola Solutions” shall mean Motorola Solutions, Inc. and/or any of its Subsidiaries.

Confidential Information. During the course of Grantee’s employment with the Company or any Subsidiary and thereafter, Grantee uses or discloses, except on behalf of the Company and pursuant to the Company’s directions, any Company Confidential Information (as defined in Section 20 below); and/or

ii.

Solicitation of Employees. During Grantee’s employment and for a period of one year following the termination of Grantee’s employment for any reason, Grantee hires, recruits, solicits or induces, or causes, allows, permits or aids others to hire, recruit, solicit or induce, or to communicate in support of those activities, any employee of the Company who possesses Confidential Information (as defined in Section 20 below) of the Company to terminate his/her employment with the Company and/or to seek employment with Grantee’s new or prospective employer, or any other company; and/or

iii.

Solicitation of Customers. During Grantee’s employment and for a period of one year following the termination of Grantee’s employment for any reason, Grantee, directly or indirectly, on behalf of Grantee or any other person, company or entity, solicits or participates in soliciting, products or services competitive with or similar to products or services offered by, manufactured by, designed by or distributed by the Company to any person, company or entity which was a customer or potential customer for such products or services and with which Grantee had direct or indirect contact regarding those products or services or about which Grantee learned Confidential Information (as defined in Section 20 below) at any time during the one year prior to Grantee’s termination of employment with the Company; and/or

iv.

Non-Competition regarding Products or Services. During Grantee’s employment and for a period of one year following the termination of Grantee’s employment for any reason, Grantee, directly or indirectly, in any capacity, provides products or services competitive with or similar to products or services offered by the Company to any person, company or entity which was a customer for such products or services and with which customer Grantee had direct or indirect contact regarding those products or services or about which customer Grantee learned Confidential Information at any time during the one year prior to Grantee’s termination of employment with the Company; and/or

Non-Competition regarding Activities. During Grantee’s employment and for a period of one year following the termination of Grantee’s employment for any reason, Grantee engages in activities which are entirely or in part the same as or similar to activities in which Grantee engaged at any time during the one year preceding termination of Grantee’s employment with the Company, for any person, company or entity in connection with products, services or technological developments (existing or planned) that are entirely or in part the same as, similar to, or competitive with, any products, services or technological developments (existing or planned) on which Grantee worked at any time during the one year preceding termination of Grantee’s employment. This paragraph applies in countries in which Grantee has physically been present performing work for the Company at any time during the one year preceding termination of Grantee’s employment.

Recoupment Policy. If the Grantee is an officer subject to Section 16, or becomes subject to Section 10D of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), the MSUs are subject to the terms and conditions of the Company’s Policy Regarding Recoupment of Incentive Payments upon Financial Restatement (such policy, as it may be amended from time to time, including as it may be amended to comply with Section 10D of the Exchange Act, the “Recoupment Policy”). The Recoupment Policy

provides that, in the event of certain accounting restatements (a “Policy Restatement”), the Company’s independent directors may require, among other things (a) cancellation of any of the MSUs that remain outstanding; and/or (b) reimbursement of any gains in respect of the MSUs, if and to the extent the conditions set forth in the Recoupment Policy apply. Any determinations made by the independent directors in accordance with the Recoupment Policy shall be binding upon Grantee. The Recoupment Policy is in addition to any other remedies which may be otherwise available to the Company at law, in equity or under contract, or otherwise required by law, including under Section 10D of the Exchange Act.

3.	Vesting. Subject to the remaining terms and conditions of this Award, and provided the MSUs have not been forfeited as described in Section 2 above, the MSUs will be earned and vest as follows:

Vesting Period. The MSUs will be earned and vest in accordance with the following schedule (the applicable date, the “MSU Vesting Date”):

For purposes of vesting, the MSU grant shall be divided into three equal Tranches, each of which shall include one-third of the number of MSUs specified in Section 1 above. The MSUs shall vest only if the Share Price (as defined below) on the applicable MSU Vesting Date equals at least 60% of the Share Price on the Date of Grant. If this threshold condition is satisfied, MSUs shall vest to the extent provided in the following schedule:


(A) Tranche	(B) Target MSUs in Tranche	(C) MSU Vesting Date	(D) Payout Factor	(E) Number of MSUs Earned	(F) Performance Period

1	1/3 of Target Total MSUs	1 ^st Anniversary of Date of Grant	Share Price on MSU Vesting Date divided by Share Price on Date of Grant	MSUs in Tranche (Column B) times Payout Factor (Column D)	12 months

2	1/3 of Target Total MSUs	2 ^nd Anniversary of Date of Grant	Share Price on MSU Vesting Date divided by Share Price on Date of Grant	MSUs in Tranche (Column B) times Payout Factor (Column D)	24 months

3	1/3 of Target Total MSUs	3 ^rd Anniversary of Date of Grant	Share Price on MSU Vesting Date divided by Share Price on Date of Grant	MSUs in Tranche (Column B) times Payout Factor (Column D)	36 months

For purposes of the table set forth above—

(A)

“Share Price” shall equal the average of the closing share price of the Company’s Common Stock on the MSU Vesting Date or Date of Grant, as applicable, and the thirty calendar days immediately preceding the MSU Vesting Date or Date of Grant. If there were no trades on the MSU Vesting Date or Date of Grant, the closing price on the most recent date on which there were trades and the thirty calendar days immediately preceding that date shall be used.

(B)

“Payout Factor” shall be rounded to the nearest hundredth (two places after the decimal), except that if the “Payout Factor” equals more than 2.00, the Payout Factor used in Column E shall be 2.00.

Any MSUs that fail to be earned pursuant to Section 3(a)shall be forfeited, subject to the special provisions set forth in Sections 3(b) through (d).

ii.

The period from the Date of Grant through the MSU Vesting Date set forth above is referred to as the “ Restriction Period ”. Any unvested MSUs shall be automatically forfeited upon the Grantee’s termination of employment with Motorola Solutions or a Subsidiary prior to the applicable MSU Vesting Date for any reason other than those set forth in Sections 3(b) through (d) below. The Company will not be obligated to pay Grantee any consideration whatsoever for forfeited MSUs.

iii.

If, during the Restriction Period, the Grantee takes a Leave of Absence (as defined in Section 20 below) from Motorola Solutions or a Subsidiary, the MSUs will continue to be subject to this agreement. If the Restriction Period expires while the Grantee is on a Leave of Absence, the Grantee will be entitled to the MSUs even if the Grantee has not returned to active employment.

Change in Control. If a Change in Control of the Company occurs before the expiration of the Restriction Period and the successor corporation (or parent thereof) does not assume this Award or replace it with an economically equivalent award, then the MSUs shall be fully vested; provided, further, that with respect to any Award that is assumed or replaced, such assumed or replaced awards shall provide that the Award shall be fully vested for any Participant that is involuntarily terminated (for a reason other than “Cause”) or quits for “Good Reason” within 24 months of the Change in Control. Notwithstanding the formula in the table in Section 3(a)(i), regardless of whether the Award is assumed or replaced, the Payout Factor for any award treated under this Section 3(b) shall be deemed to equal 1 (one). For purposes of this paragraph, the terms “Change of Control”, “Cause” and “Good Reason” are defined in the Omnibus Plan.

Total and Permanent Disability or Death. All unvested MSUs shall fully vest upon Grantee’s termination of employment with Motorola Solutions and its Subsidiaries due to Total and Permanent Disability (as defined in Section 20 below) or death before the expiration of the Restriction Period. Notwithstanding the formula in the table in Section 3(a)(i), if the Award vests pursuant to this Section 3(c), the Payout Factor shall be deemed to equal 1 (one).

Certain Terminations of Employment. In the case of Termination due to (i) a Divestiture (as defined in Section 20 below), (ii) Grantee’s termination of employment by Motorola Solutions or a Subsidiary for reasons other than for Serious Misconduct (as defined in Section 20 below), or (iii) Retirement (as defined in Section 20 below), in each case, before the expiration of the Restriction Period, and if the MSUs have not been forfeited as described in Section 2 above, then the MSUs shall vest and be paid (subject to performance through each of the applicable MSU Vesting Dates) on a pro rata basis with respect to each unexpired Tranche for each of the Performance Periods in an amount

equal to (a) the target number of MSUs subject to this Award in each unexpired Tranche, multiplied by (b) a fraction, the numerator of which is the number of completed full months of service by the Grantee from the Date of Grant to the employee’s date of termination and the denominator of which is the number of months in the Performance Period for the applicable unexpired Tranche. Notwithstanding the formula in the table in Section 3(a)(i), the Payout Factor for a payment pursuant to this Section 3(d) shall be equal to the Share Price on the MSU Vesting Date for the applicable unexpired Tranche(s) divided by the Share Price on the Date of Grant.

4.	Delivery of Certificates or Equivalent .

Upon the vesting of the applicable MSUs described in Section 3 above, the Company shall, at its election, either: (i) establish a brokerage account for the Grantee and credit to that account the number of shares of Common Stock of the Company equal to the number of MSUs that have vested; or (ii) deliver to the Grantee a certificate representing a number of shares of Common Stock equal to the number of MSUs that have vested.

Subject to Sections 4(c) and 22, the actions contemplated by clauses (i) and (ii) above shall occur within 60 days following the date that the applicable MSUs vested.

The performance goals contained in Section 3 hereof are meant to constitute Performance Criteria as defined in the Omnibus Plan and are subject to the provisions of the Omnibus Plan applicable to Performance Criteria. Except for amounts payable pursuant to Sections 3(b) and (c), no amounts will be paid for a Tranche under this Award prior to the Compensation Committee certifying achievement of the relevant Performance Criteria contained herein applicable to such Tranche.

5.	Whole Shares . All Awards shall be paid in whole shares of Common Stock; no fractional shares shall be credited or delivered to Grantee.

6.	Adjustments . The MSUs shall be subject to adjustment as provided in Section 16 of the Omnibus Plan.

7.	Dividends . No dividends (or dividend equivalents) shall be paid with respect to unvested MSUs credited to the Grantee’s account.

Withholding Taxes . The Company is entitled to withhold applicable taxes for the respective tax jurisdiction attributable to this Award or any payment made in connection with the MSUs. With respect to a Grantee who is not subject to Section 16 of the Exchange Act at the time applicable taxes are assessed the Company, in its sole discretion, may satisfy its tax withholding responsibilities, in whole or in part, by either (i) electing to withhold a sufficient number of shares of Common Stock otherwise deliverable in connection with the applicable vesting MSUs, the Fair Market Value of which shall be determined on the applicable MSU Vesting Date in accordance with Section 20 below, to satisfy the Grantee’s minimum statutory tax withholding obligation or (ii) requiring the Grantee to pay, by cash or certified check, the amount necessary to satisfy the Grantee’s minimum statutory tax withholding obligation. With respect to a Grantee who is subject to Section 16 of the Exchange Act at the time applicable taxes are assessed, such Grantee may satisfy any minimum statutory withholding obligation, in whole or in part, by either (i) electing to have the Company withhold a sufficient number of shares of Common Stock otherwise deliverable in connection with the applicable vesting MSUs, the Fair Market Value of which shall be determined on the applicable MSU Vesting Date in accordance with Section 20 below, to satisfy such Grantee’s minimum statutory tax withholding obligation or (ii) paying, by cash or certified check, the amount necessary to satisfy such Grantee’s minimum statutory tax withholding obligation.

9.	Voting and Other Rights .

Grantee shall have no rights as a stockholder of the Company in respect of the MSUs, including the right to vote and to receive cash dividends and other distributions until delivery of certificate or equivalent representing shares of Common Stock in satisfaction of the MSUs.

The grant of MSUs does not confer upon Grantee any right to continue in the employ of the Company or a Subsidiary (as defined in Section 20 below) or to interfere with the right of the Company or a Subsidiary, to terminate Grantee’s employment at any time.

10.

Funding . No assets or shares of Common Stock shall be segregated or earmarked by the Company in respect of any MSUs awarded hereunder. The grant of MSUs hereunder shall not constitute a trust and shall be solely for the purpose of recording an unsecured contractual obligation of the Company.

11.

Nature of Award . By accepting this agreement, the Grantee acknowledges his or her understanding that:

the grant of MSUs under this agreement is completely at the discretion of Motorola Solutions, and that Motorola Solutions’ decision to make this Award in no way implies that similar awards may be granted in the future or that Grantee has any guarantee of future employment;

neither this nor any such grant shall interfere with Grantee’s right or the Company’s right to terminate such employment relationship at any time, with or without cause, to the extent permitted by applicable laws and any enforceable agreement between Grantee and the Company;

Grantee has entered into employment with Motorola Solutions or a Subsidiary (as defined in Section 20 below) upon terms that did not include this Award or similar awards, that his or her decision to continue employment is not dependent on an expectation of this Award or similar awards, and that any amount received under this Award is considered an amount in addition to that which the Grantee expects to be paid for the performance of his or her services;

Grantee’s acceptance of this Award is voluntary; and

the Award is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments, notwithstanding any provision of any compensation, insurance agreement or benefit plan to the contrary.

12.

Acknowledgements . With respect to the subject matter of subparagraphs 2(b)(i) through (v) and Sections 18 and 19 hereof, this agreement is the entire agreement with the Company. No waiver of any breach of any provision of this agreement by the Company shall be construed to be a waiver of any succeeding breach or as a modification of such provision. The provisions of this agreement shall be severable and in the event that any provision of this agreement shall be found by any court as specified in Section 19 below to be unenforceable, in whole or in part, the

remainder of this agreement shall nevertheless be enforceable and binding on the parties. Grantee hereby agrees that the court may modify any invalid, overbroad or unenforceable term of this agreement so that such term, as modified, is valid and enforceable under applicable law. Further, by accepting any Award under this agreement, Grantee affirmatively states that she or he has not, will not and cannot rely on any representations not expressly made herein.

13.

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

14.

Waiver . The failure of the Company to enforce at any time any provision of this agreement shall in no way be construed to be a waiver of such provision or any other provision hereof.

15.

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

16.

Agreement Following Termination of Employment .

Grantee agrees that upon termination of employment with Motorola Solutions or a Subsidiary (as defined in Section 20 below), Grantee will immediately inform Motorola Solutions of: (i) the identity of any new employer (or the nature of any start-up business or self-employment); (ii) Grantee’s new title; and (iii) Grantee’s job duties and responsibilities.

Grantee hereby authorizes Motorola Solutions or a Subsidiary to provide a copy of this agreement to Grantee’s new employer. Grantee further agrees to provide information to Motorola Solutions or a Subsidiary as may from time to time be requested in order to determine his or her compliance with the terms hereof.

17.

Consent to Transfer Personal Data . By accepting this award, Grantee voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this Section. Grantee is not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect Grantee’s ability to participate in the Omnibus Plan. Motorola Solutions, its Subsidiaries and Grantee’s employer hold certain personal information about the Grantee, that may include his/her name, home address and telephone number, date of birth, social security number or other employee identification number, salary grade, hire data, salary, nationality, job title, any shares of stock held in Motorola Solutions, or details of all stock units or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the Omnibus Plan (“Data”). Motorola Solutions and/or its Subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of Grantee’s participation in the Omnibus Plan, and Motorola Solutions and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Solutions in the implementation, administration and management of the Omnibus Plan. These recipients may be located throughout the world, including the United States. Grantee authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Grantee’s participation in the Omnibus Plan, including any requisite transfer of such Data as may be required for the administration of the Omnibus Plan and/or the subsequent holding of shares of stock on the Grantee’s behalf to a broker or other third party with whom the Grantee may elect to deposit any shares of stock acquired pursuant to the Omnibus Plan. Grantee may, at any time, review Data, require any

necessary amendments to it or withdraw the consents herein in writing by contacting Motorola Solutions; however, withdrawing consent may affect the Grantee’s ability to participate in the Omnibus Plan.

18.

Remedies for Breach . Grantee hereby acknowledges that the harm caused to the Company by the breach or anticipated breach of subparagraphs 2b(i), (ii), (iii), (iv) and/or (v) of this agreement will be irreparable and further agrees the Company may obtain injunctive relief against the Grantee in addition to and cumulative with any other legal or equitable rights and remedies the Company may have pursuant to this agreement, any other agreements between the Grantee and the Company for the protection of the Company’s Confidential Information (as defined in Section 20 below) or law, including the recovery of liquidated damages. Grantee agrees that any interim or final equitable relief entered by a court of competent jurisdiction, as specified in Section 19 below, will, at the request of the Company, be entered on consent and enforced by any such court having jurisdiction over the Grantee. This relief would occur without prejudice to any rights either party may have to appeal from the proceedings that resulted in any grant of such relief.

19.

Governing Law . All questions concerning the construction, validity and interpretation of this Award shall be governed by and construed according to the law of the State of Illinois without regard to any state’s conflicts of law principles. Any disputes regarding this Award or agreement shall be brought only in the state or federal courts of Illinois.

20.

Definitions . Any capitalized terms used herein that are not otherwise defined below or elsewhere in this agreement shall have the same meaning provided under the Omnibus Plan.

“ Confidential Information ” means information concerning the Company and its business that is not generally known outside the Company, and includes (a) trade secrets; (b) intellectual property; (c) the Company’s methods of operation and Company processes; (d) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (e) information on customers or potential customers, including customers’ names, sales records, prices, and other terms of sales and Company cost information; (f) Company personnel data; (g) Company business plans, marketing plans, financial data and projections; and (h) information received in confidence by the Company from third parties. Information regarding products, services or technological innovations in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company or one of its affiliates is considering for broader use, shall be deemed not generally known until such broader use is actually commercially implemented.

“ Fair Market Value ” for this purpose shall be the closing price for a share of Common Stock on the applicable MSU Vesting Date, as reported for the New York Stock Exchange- Composite Transactions in the Wall Street Journal at www.online.wsj.com. In the event the New York Stock Exchange is not open for trading on the applicable MSU Vesting Date, or if the Common Stock does not trade on such day, Fair Market Value for this purpose shall be the closing price of the Common Stock on the last trading day prior to the applicable MSU Vesting Date.

“ Leave of Absence ” means an approved leave of absence from Motorola Solutions or a Subsidiary from which the Grantee has a right to return to work, as determined by Motorola Solutions.

“ Retirement” means the Grantee’s voluntary termination of employment prior to the end of the Restriction Period (A) at or after age 55 with at least 10 years of service, (B) at or after age 60 with at least 5 years of service, or (C) at or after age 65.

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

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

“ Termination due to a Divestiture ” for purposes of this agreement means if Grantee accepts employment with another company in direct connection with the sale, lease, outsourcing arrangement or any other type of asset transfer or transfer of any portion of a facility or any portion of a discrete organizational unit of Motorola Solutions or a Subsidiary, or if Grantee remains employed by a Subsidiary that is sold (a “Divestiture”).

“ Total and Permanent Disability ” means for: (i) U.S. employees : entitlement to long term disability benefits under the Motorola Solutions Disability Income Plan, as amended and any successor plan or a determination of a permanent and total disability under a state workers compensation statute; or for (ii) Non-U.S. employees : as established by applicable Motorola Solutions policy or as required by local regulations.

21.

Non-U.S. Employees / Repatriation of payments . As a condition to this Award, Grantee agrees to repatriate all payments attributable to the MSUs acquired under the Omnibus Plan in accordance with Grantee’s local foreign exchange rules and regulations. In addition, Grantee also agrees to take any and all actions, and consents to any and all actions taken by the Company and its local Subsidiaries, as may be required to allow the Company and its local Subsidiaries to comply with local foreign exchange rules and regulations.

22.

409A Compliance Applicable Only to Grantees Subject to U.S. Tax. Notwithstanding any provision in this Award to the contrary, if the Grantee is a “specified employee” (certain officers of Motorola Solutions within the meaning of Treasury Regulation Section 1.409A-1(i) and using the identification methodology selected by Motorola Solutions from time to time) on the date of the Grantee’s termination of employment, any payment which would be considered “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), that the Grantee is entitled to receive upon termination of employment and which otherwise would be paid or delivered during the six month period immediately following the date of the Grantee’s termination of employment will instead be paid or delivered on the earlier of (i) the first day of the seventh month following the date of the Grantee’s termination of employment and (ii) death. Notwithstanding any provision in this Award that requires the Company to pay or deliver payments with respect to MSUs upon vesting (or within 60 days following the applicable MSU Vesting Date) if the event that causes the applicable MSUs to vest is not a permissible payment event as defined in Section 409A(a)(2) of the Code, then the payment with respect to such MSUs will instead be paid or delivered on the earlier of (i) the specified date of payment or delivery originally provided for such MSUs and (ii) the date of the Grantee’s termination of employment (subject to any delay required by the first sentence of this paragraph). Payment shall be made within 60 days following the applicable payment date. For purposes of determining the time of payment or delivery of any payment the Grantee is entitled to receive upon termination of employment, the determination of whether the

Grantee has experienced a termination of employment will be determined by Motorola Solutions in a manner consistent with the definition of “separation from service” under the default rules of Section 409A of the Code.

23 .	Plan Documents . The Omnibus Plan and the Prospectus for the Omnibus Plan are available at [ http:// ] or from Global Rewards, 1303 East Algonquin Road, Schaumburg, IL 60196 (847) 576-7885.

Exhibit 10.3

Terms and Conditions Related to Employee Performance Stock Options



Recipient:	Gregory Q. Brown	Date of Expiration:

Commerce ID#:		Target Option Award:

Date of Grant:		Exercise Price:

Vesting Schedule

Vesting and Exercisability

You cannot exercise the Options until they have vested.

Regular Vesting – The Options will vest in accordance with the schedule set forth in Appendix A (subject to the other terms hereof).

Special Vesting – You may be subject to the Special Vesting Dates described below if your employment or service with Motorola Solutions or a Subsidiary terminates prior to the Vesting Date.

Exercisability – In general, you may exercise Options at any time after they vest and before they expire as described below. The Employment Agreement contains additional terms regarding the exercisability of your Options under certain circumstances.

Special Vesting Dates and Special Expiration Dates

Expiration

All Options expire on the earlier of (1) the Date of Expiration as stated above or (2) such earlier date provided for under the terms of the Employment Agreement. Once an Option expires, you no longer have the right to exercise it.

Employment Agreement

In addition to the special vesting dates set forth above, the vesting, exercisability and forfeiture of your Options will be subject to the terms of Section 5 of the Employment Agreement.

Leave of Absence/Temporary Layoff

If you take a Leave of Absence from Motorola Solutions or a Subsidiary that your employer has approved in writing in accordance with your employer’s Leave of Absence Policy and which does not constitute a termination of employment as determined by Motorola Solutions or a Subsidiary or you are placed on Temporary Layoff (as defined below) by Motorola Solutions or a Subsidiary the following will apply:

Vesting of Options – Options will continue to vest in accordance with the vesting schedule set forth above.

Exercising Options – You may exercise Options that are vested or that vest during the Leave of Absence or Temporary Layoff.

Effect of Termination of Employment or Service – If your employment or service is terminated during the Leave of Absence or Temporary Layoff, the treatment of your Options will be determined in accordance with Section 5 of the Employment Agreement.

Other Terms

Method of Exercising – You must follow the procedures for exercising options established by Motorola Solutions from time to time. At the time of exercise, you must pay the Exercise Price for all of the Options being exercised and any taxes that are required to be withheld by Motorola Solutions or a Subsidiary in connection with the exercise.

Transferability – Unless the Committee provides, Options are not transferable other than by will or the laws of descent and distribution.

Tax Withholding – Motorola Solutions or a Subsidiary is entitled to withhold an amount equal to the required minimum statutory withholding taxes for the respective tax jurisdictions attributable to any share of Common Stock deliverable in connection with the exercise of the Options. You may satisfy any minimum withholding obligation and additional withholding, if desired, by electing to have the plan administrator retain Option shares having a Fair Market Value on the date of exercise equal to the amount of the withholding obligation.

Definition of Terms

If a term is used but not defined, it has the meaning given such term in the Plan.

“Subsidiary” means an entity of which Motorola Solutions owns directly or indirectly at least 50% and that Motorola Solutions consolidates for financial reporting purposes.

“Temporary Layoff” means a layoff or redundancy that is communicated as being for a period of up to twelve months and as including a right to recall under defined circumstances.

Consent to Transfer Personal Data

Acknowledgement of Discretionary Nature of the Plan; No Vested Rights

No Relation to Other Benefits/Termination Indemnities

Your acceptance of this award and participation under the Plan is voluntary. The value of your stock option awarded herein is an extraordinary item of compensation. Except as provided in the Employment Agreement, the stock option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments, notwithstanding any provision of any compensation, insurance agreement or benefit plan to the contrary.

Substitute Stock Appreciation Right

Subject to compliance with Section 409A of the Internal Revenue Code of 1986, as amended, Motorola Solutions reserves the right to substitute a Stock Appreciation Right for your Option in the event certain changes are made in the accounting treatment of stock options. Any substitute Stock Appreciation Right shall be applicable to the same number of shares of Common Stock as your Option and shall have the same Date of Expiration, Exercise Price, and other terms and conditions. Any substitute Stock Appreciation Right may be settled only in shares of Common Stock.

Acceptance of Terms and Conditions

By accepting the Options, you agree to be bound by these terms and conditions, the Plan and the Stock Option Consideration Agreement.

Other Information about Your Options and the Plan

You can find other information about options and the Plan on the Motorola Solutions website http:// . If you do not have access to the website, please contact Motorola Solutions Global Rewards, 1303 E. Algonquin Road, Schaumburg, IL 60196 USA; ; 847-576-7885; for an order form to request Plan documents.

APPENDIX A

<< Payout Factor >>

Exhibit 10.4

MARKET STOCK UNIT AWARD AGREEMENT (“Agreement”)

This Market Stock Unit Award (“ Award ”) is awarded on (“ Date of Grant ”), by Motorola Solutions, Inc. (the “ Company ” or “ Motorola Solutions ”) to Gregory Q. Brown (the “ Grantee ”).

WHEREAS, Grantee is receiving the Award (as a type of Restricted Stock Units) under Section 8 of the Motorola Solutions Omnibus Incentive Plan of 2006, as amended (the “ Omnibus Plan ”);

WHEREAS, Grantee and Motorola, Inc. entered into an employment agreement (the “ Employment Agreement ”), dated as of the 27th day of August 2008 as amended from time to time;

WHEREAS, the Award is a grant of Motorola Solutions market stock units authorized by the Board of Directors and the Board’s Compensation and Leadership Committee (the “ Compensation Committee ”); and

WHEREAS, it is a condition to Grantee receiving the Award that Grantee accept the terms, conditions and Restrictions applicable to the market stock units as set forth in this Agreement.

Award of Market Stock Units . The Company hereby grants to Grantee a target number of Motorola Solutions market stock units (the “ MSUs ”) subject to the terms and conditions set forth below and subject to the terms of the Omnibus Plan and the applicable terms of the Employment Agreement. No MSU shall be paid unless earned and vested in accordance with this Agreement. All Awards shall be paid in whole shares of Motorola Solutions Common Stock (“ Common Stock ”); no fractional shares shall be credited or delivered to Grantee.

2.	Restrictions . The MSUs are being awarded to Grantee subject to the transfer and forfeiture conditions set forth below (the “ Restrictions ”) which shall lapse, if at all, as described in Section 3 below.

Grantee may not directly or indirectly, by operation of law or otherwise, voluntarily or involuntarily, sell, assign, pledge, encumber, charge or otherwise transfer any of the MSUs still subject to Restrictions. The MSUs shall be forfeited if Grantee violates or attempts to violate these transfer Restrictions. Motorola Solutions shall have the right to assign this Agreement, which shall not affect the validity or enforceability of this Agreement, subject to the limitations on assignment contained in the Employment Agreement. This Agreement shall inure to the benefit of assigns and successors of Motorola Solutions and that references to Motorola Solutions or the Company shall include any such assigns and successors.

Any MSUs still subject to the Restrictions shall be automatically forfeited upon Grantee’s termination of employment pursuant to Section 5(c) of the Employment Agreement.

Sections 7(a), (b) and (c) (together, the “ Restrictive Covenants ”) of the Employment Agreement are hereby incorporated by reference into this Award and shall apply as if fully set forth herein mutatis mutandis and any capitalized terms used in such Sections 7(a), (b) and (c) shall have the meanings ascribed to such terms in the Employment Agreement. If Grantee breaches the Restrictive Covenants, in addition to

all remedies in law and/or equity available to the Company or any Subsidiary, Grantee shall forfeit all MSUs under the Award whose Restrictions have not lapsed, and, for all MSUs under the Award whose Restrictions have lapsed, Grantee shall immediately pay to the Company the Fair Market Value (as defined in paragraph 7 below) of Motorola Solutions Common Stock (“ Common Stock ”) on the date(s) such Restrictions lapsed, without regard to any taxes that may have been deducted from such amount.

The MSUs are subject to the terms and conditions of the Company’s Policy Regarding Recoupment of Incentive Payments upon Financial Restatement, as such policy is in effect on the Date of Grant (such policy, being the “ Recoupment Policy ”). The Recoupment Policy provides that, in the event of certain accounting restatements (a “ Policy Restatement ”) the Company’s independent directors may require, among other things (i) cancellation of any of the MSUs that remain outstanding; and/or (ii) reimbursement of any gains in respect of the MSUs, if and to the extent the conditions set forth in the Recoupment Policy apply. Any determinations made by the independent directors in accordance with the Recoupment Policy shall be binding upon Grantee. The Recoupment Policy is in addition to any other remedies which may be otherwise available to the Company at law, in equity or under contract, or otherwise required by law, including under Section 10D of the Exchange Act.

The Company will not be obligated to pay Grantee any consideration whatsoever for forfeited MSUs.

3.	Vesting . Subject to the remaining terms and conditions of this Award, and provided the MSUs have not been forfeited as described in Section 2 above, the MSUs will be earned and vest as follows:

The MSUs will be earned and vest in accordance with the following schedule (the applicable date, the “MSU Vesting Date”):

(i)


(A) Tranche	(B) Target MSUs in Tranche	(C) MSU Vesting Date	(D) Payout Factor	(E) Number of MSUs Earned	(F) Performance Period

1	1/3 of Target Total MSUs	1 ^st Anniversary of Date of Grant	Share Price on MSU Vesting Date divided by Share Price on Date of Grant	MSUs in Tranche (Column B) times Payout Factor (Column D)	12 months

2	1/3 of Target Total MSUs	2 ^nd Anniversary of Date of Grant	Share Price on MSU Vesting Date divided by Share Price on Date of Grant	MSUs in Tranche (Column B) times Payout Factor (Column D)	24 months

3	1/3 of Target Total MSUs	3 ^rd Anniversary of Date of Grant	Share Price on MSU Vesting Date divided by Share Price on Date of Grant	MSUs in Tranche (Column B) times Payout Factor (Column D)	36 months

For purposes of the table set forth above—

(A)

(B)	“Payout Factor” shall be rounded to the nearest hundredth (two places after the decimal), except that if the “Payout Factor” equals more than 2.00, the Payout Factor used in Column E shall be 2.00.

Any MSUs that fail to be earned pursuant to Section 3(a)(i) shall be forfeited, subject to the special provisions set forth in Sections 3(a)(ii), (b) and (c).

For purposes of this Agreement, the “Restriction Period” applicable to an MSU shall refer to the period of time beginning on the Date of Grant and ending on the applicable MSU Vesting Date. Any unvested MSUs shall be automatically forfeited upon the Grantee’s termination of employment with Motorola Solutions prior to the applicable MSU Vesting Date for any reason other than those set forth in Sections 3(a)(ii), (b) and (c) below. The Company will not be obligated to pay Grantee any consideration whatsoever for forfeited MSUs.

(ii)

In addition, the Restrictions applicable to the MSUs shall lapse in accordance with the terms of Section 5 of the Employment Agreement if and to the extent applicable provisions under Section 5 of the Employment Agreement are triggered.

If, during the Restriction Period, the Grantee takes a Leave of Absence from Motorola Solutions or a Subsidiary, the MSUs will continue to be subject to this Agreement. If the Restriction Period expires while the Grantee is on a Leave of Absence the Grantee will be entitled to the MSUs even if the Grantee has not returned to active employment. “Leave of Absence” means an approved leave of absence from Motorola Solutions or a Subsidiary that is not a termination of employment, as determined by Motorola Solutions.

In the case of Termination due to (i) a Divestiture (which shall mean if Grantee accepts employment with another company in direct connection with the sale, lease, outsourcing arrangement or any other type of asset transfer or transfer of any portion of a facility or any portion of a discrete organizational unit of Motorola Solutions or a Subsidiary, or if Grantee remains employed by a Subsidiary that is sold), or (ii) Retirement (which shall mean the Grantee’s voluntary termination of employment prior to the end of the Restriction Period (A) at or after age 55 with at least 10 years of service, (B) at or after age 60 with at least 5 years of service, or (C) at or after age 65), in each case, before the expiration of the Restriction Period, and if the MSUs have not been forfeited as described in Section 2 above, then the MSUs shall vest and be paid (subject to performance through each of the applicable MSU Vesting Dates) on a pro rata basis with respect to each unexpired Tranche for each of the Performance Periods in an amount equal to (a) the target number of MSUs subject to this Award in each unexpired Tranche, multiplied by (b) a fraction, the numerator of which is the number of completed full months of service by the Grantee from the Date of Grant to the employee’s date of termination and the denominator of which is the number of months in the Performance Period for the applicable unexpired Tranche. Notwithstanding the formula in the table in Section 3(a)(i), the Payout Factor for a payment pursuant to this Section 3(c) shall be equal to the Share Price on the MSU Vesting Date for the applicable unexpired Tranche(s) divided by the Share Price on the Date of Grant.

4.	Adjustments . If the number of outstanding shares of Common Stock is changed as a result of a stock split or the like without additional consideration to the Company, the number of MSUs subject to this Award shall be adjusted to correspond to the change in the outstanding shares of Common Stock.

5.	Dividends . No dividends (or dividend equivalents) shall be paid with respect to MSUs credited to the Grantee’s account.

6.	Delivery of Certificates or Equivalent .

Upon the vesting of the applicable MSUs, the Company shall at its election, either (i) deliver to the Grantee a certificate representing a number of shares of Common Stock equal to the number of MSUs upon which such Restrictions have lapsed, or (ii) establish a brokerage account for the Grantee and credit to that account t he number of shares of Common Stock of the Company equal to the number of MSUs upon which such Restrictions have lapsed.

Subject to Sections 6(c) and 17, the actions contemplated by clauses (i) and (ii) above shall occur within 60 days following the date that the applicable MSUs vested.

Sections 3(a)(ii), no amounts will be paid for a Tranche under this Award prior to the and Compensation Committee certifying achievement of the relevant Performance Criteria contained herein applicable to such Tranche.

Withholding Taxes . The Company is entitled to withhold applicable taxes for the respective tax jurisdiction attributable to this Award or any payment made in connection with the MSUs. Grantee may satisfy any minimum withholding obligation in whole or in part by electing to have the plan administrator retain shares of Common Stock deliverable in connection with the MSUs having a Fair Market Value on the applicable MSU Vesting Date. “Fair Market Value” for this purpose shall be the closing price for a share of Common Stock on the applicable MSU Vesting Date as reported for the New York Stock Exchange- Composite Transactions in the Wall Street Journal at www.online.wsj.com or, for purposes of imposing sanctions under paragraph 2(d), on any date specified therein. In the event the New York Stock Exchange is not open for trading on the applicable MSU Vesting Date, or if the Common Stock does not trade on such day, Fair Market Value for this purpose shall be the closing price of the Common Stock on the last trading day prior to the applicable MSU Vesting Date.

8.	Voting and Other Rights .

The grant of MSUs does not confer upon Grantee any right to continue in the employ of the Company or a Subsidiary or to interfere with the right of the Company or a Subsidiary, to terminate Grantee’s employment at any time.

Consent to Transfer Personal Data . By accepting this award, Grantee voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this paragraph. Grantee is not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect Grantee’s ability to participate in the Omnibus Plan. Motorola Solutions, its Subsidiaries and Grantee’s employer hold certain personal information about Grantee, that may include his/her name, home address and telephone number, date of birth, social security number or other employee identification number, salary grade, hire date, salary, nationality, job title, any shares of stock held in Motorola Solutions, or details of all MSUs or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the Omnibus Plan (“Data”). Motorola Solutions and/or its Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of Grantee’s participation in the Omnibus Plan, and Motorola Solutions and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Solutions in the implementation, administration and management of the Omnibus Plan. These recipients may be located throughout the world, including the United States. Grantee authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Grantee’s participation in the Omnibus Plan, including any requisite transfer of such Data as may be required for the administration of the Omnibus Plan and/or the subsequent holding of shares of stock on Grantee’s behalf to a broker or other third party with whom Grantee may elect to deposit any shares of stock acquired pursuant to the Omnibus Plan. Grantee may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting Motorola; however, withdrawing consent may affect Grantee’s ability to participate in the Omnibus Plan.

10.

Nature of Award . By accepting this Agreement, the Grantee acknowledges his or her understanding that the grant of MSUs under this Agreement is completely at the discretion of Motorola Solutions, and that Motorola Solutions’ decision to make this Award in no way implies that similar awards may be granted in the future or that Grantee has any guarantee of future employment. Nor shall this or any such grant interfere with Grantee’s right or the Company’s right to terminate such employment relationship at any time, with or without cause, to the extent permitted by applicable laws and any enforceable agreement between Grantee and the Company. Grantee’s acceptance of this Award is voluntary. The Award is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments, notwithstanding any provision of any compensation, insurance agreement or benefit plan to the contrary.

11.

Remedies for Breach . Grantee hereby acknowledges that the harm caused to the Company by the breach or anticipated breach of the Restrictive Covenants will be irreparable and further agrees the Company may obtain injunctive relief against the Grantee in addition to and cumulative with any other legal or equitable rights and remedies the Company may have pursuant to this Agreement, any other agreements between the Grantee and the Company for the protection of the Company’s Confidential Information (as defined in the Employment Agreement), or law, including the recovery of liquidated damages. Grantee agrees that any interim or final equitable relief entered by a court of competent jurisdiction, as specified in paragraph 14 below, will, at the request of the Company, be entered on consent and enforced by any such court having jurisdiction over the Grantee. This relief would occur without prejudice to any rights either party may have to appeal from the proceedings that resulted in any grant of such relief.

12.

Acknowledgements . With respect to the MSUs, this Agreement (and any provisions of the Employment Agreement incorporated into this Agreement) is the entire agreement with the Company. No waiver of any breach of any provision of this Agreement by the Company shall be construed to be a waiver of any succeeding breach or as a modification of such provision. The provisions of this Agreement shall be severable and in the event that any provision of this Agreement shall be found by any court as specified in paragraph 14 below to be unenforceable, in whole or in part, the remainder of this Agreement shall nevertheless be enforceable and binding on the parties. Grantee hereby agrees that the court may modify any invalid, overbroad or unenforceable term of this Agreement so that such term, as modified, is valid and enforceable under applicable law. Further, by accepting any Award under this Agreement, Grantee affirmatively states that he has not, will not and cannot rely on any representations not expressly made herein.

13.	Funding . No assets or shares of Common Stock shall be segregated or earmarked by the Company in respect of any MSUs awarded hereunder. The grant of MSUs hereunder shall not constitute a trust and shall be solely for the purpose of recording an unsecured contractual obligation of the Company.

14.

Governing Law . All questions concerning the construction, validity and interpretation of this Award shall be governed by and construed according to the law of the State of Illinois without regard to any state’s conflicts of law principles. Any disputes regarding this Award or Agreement shall be brought only in the state or federal courts of Illinois.

15.	Waiver . The failure of the Company to enforce at any time any provision of this Award shall in no way be construed to be a waiver of such provision or any other provision hereof.

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

17.

409A Compliance. Notwithstanding any provision in this Award to the contrary, if the Grantee is a “specified employee” (certain officers of Motorola Solutions within the meaning of Treasury Regulation Section 1.409A-1(i) and using the identification methodology selected by Motorola Solutions from time to time) on the date of the Grantee’s termination of employment, any payment which would be considered “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), that the Grantee is entitled to receive upon termination of employment and which otherwise would be paid or delivered during the six month period immediately following the date of the Grantee’s termination of employment will instead be paid or delivered on the earlier of (i) the first day of the seventh month following the date of the Grantee’s termination of employment and (ii) death. Notwithstanding any provision in this Award that requires the Company to pay or deliver payments with respect to MSUs upon vesting (or within 60 days following the date that the applicable MSUs vest) if the event that causes the applicable MSUs to vest is not a permissible payment event as defined in Section 409A(a)(2) of the Code, then the payment with respect to such MSUs will instead be paid or delivered on the earlier of (i) the specified date of payment or delivery originally provided for such MSUs and (ii) the date of the Grantee’s termination of employment (subject to any delay required by the first sentence of this paragraph). Payment shall be made within 60 days following the applicable payment date. For purposes of determining the time of payment or delivery of any payment the Grantee is entitled to receive upon termination of employment, the determination of whether the Grantee has experienced a termination of employment will be determined by Motorola Solutions in a manner consistent with the definition of “separation from service” under the default rules of Section 409A of the Code.

18.	Omnibus Plan Documents . The Omnibus Plan and the Prospectus for the Omnibus Plan are available at http:// or from Global Rewards, 1303 East Algonquin Road, Schaumburg, IL 60196, (847) 576-7885.

19.	Subsidiary Definition . For purposes of this Agreement, a “Subsidiary” is any corporation or other entity in which a 50 percent or greater interest is held directly or indirectly by Motorola Solutions and which is consolidated for financial reporting purposes.

20.	Miscellaneous . The MSUs shall be subject to Section 5 of the Employment Agreement.

IN ORDER FOR THE ABOVE-REFERENCED UNITS TO BE AWARDED, THIS AGREEMENT, SIGNED AND DATED, MUST BE RETURNED TO MOTOROLA SOLUTIONS c/o EXECUTIVE REWARDS NO LATER THAN .