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CUSIP NO. 620076307 Page 9 of 14
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Item 4. Purpose of Transaction
On October?26, 2012, pursuant to a Nomination and Standstill Agreement
(the "Agreement"), dated October?26, 2012, by and among VA Partners I, LLC,
ValueAct Capital Management, L.P., ValueAct Capital Master Fund, L.P.,
ValueAct Capital Management, LLC, ValueAct Holdings, L.P., ValueAct Holdings
GP, LLC, Bradley E. Singer and Jeffrey W. Ubben (collectively, the "ValueAct
Group") and Motorola Solutions, Inc. ("the Issuer"), the Board of Directors
appointed Mr.?Singer to the Issuer's Board of Directors, effective as of
October?26, 2012.
Pursuant to the Agreement, in addition to appointing Mr.?Singer to the
Board of Directors, the Issuer agreed to (i)?nominate Mr.?Singer for election
to the Board of Directors at the Issuer's 2013 annual shareholders meeting
("2013 Annual Meeting"), and (ii)?in the event Mr.?Singer resigns or is
otherwise removed prior to the 2014 annual shareholders meeting, work in good
faith with the ValueAct Group to appoint a mutually acceptable replacement
nominee who meets the Issuer's historical standards and criteria
(collectively with Mr. Singer, "the ValueAct Designee") so long as the
ValueAct Group then owns at least 7.5% of the outstanding common stock of the
Issuer.
Mr.?Singer has agreed, while serving as a member of the Board of
Directors to (i)?meet all director independence and other standards of the
Issuer, The New York Stock Exchange and the Securities and Exchange
Commission, (ii)?remain qualified to serve as a director under the Delaware
General Corporation Law and (iii)?comply with Issuer policies, guidelines and
codes of conduct. The Issuer also agreed that the ValueAct Group may receive
certain information about the Issuer in accordance with a confidentiality
agreement.
The Issuer's obligations under the Agreement will cease, and
Mr.?Singer (or his replacement) must offer to resign from the Board if the
ValueAct Group ceases to hold at least 7.5% of the Issuer's common stock, the
Agreement is breached or Mr.?Singer (or his replacement) ceases to meet the
requirements for Board service.
Pursuant to the Agreement, the ValueAct Group agreed, subject to
certain exceptions, that until the date immediately after the date of the
Issuer's 2014 annual shareholders meeting, the ValueAct Group will not, among
other things: (i)?acquire any securities of the Issuer if, immediately after
such acquisition, the ValueAct Group would collectively own in the aggregate
more than 12.5% of the then outstanding voting securities of the Issuer,
(ii)?propose or seek to effect any tender or exchange offer, merger or other
business combination involving the Issuer, or make any public statement with
respect to such transaction, (iii)?make, or in any way participate in any
"proxy contest" or other solicitation of proxies, (iv)?sell, transfer or
otherwise dispose of any voting securities of the Issuer to any person who is
(or will become upon consummation of such sale, transfer or other
disposition) a beneficial owner of 9.9% or more of the outstanding voting
securities of the Issuer or (v)?engage in any "short selling" of the Issuer's
securities. The Agreement contains certain other restrictions on
activities by the ValueAct Group and certain of its affiliates and
associates. Further, the ValueAct Group has agreed, subject to certain
exceptions, to vote its shares in support of Issuer-nominated directors and
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