Definitions:
Voluntary
Termination means a termination initiated by the officer.
Voluntary Termination for Good Reason occurs when, other than in connection with a
Change in Control, employment is terminated by an officer for Good Reason.
Good Reason means (1) an officer is assigned duties materially
inconsistent with his position, duties, responsibilities and status, or his duties are materially diminished, during the
90-day
period immediately preceding a Change in Control, (2) his position,
authority, duties or responsibilities are materially diminished from those in effect during the
90-day
period immediately preceding a Change in Control, (3) his annual base salary or total annual
compensation opportunity are materially reduced, (4) the Company requires regular performance of duties beyond a
50-mile
radius from the officers current location, (5) the Company fails to
obtain a satisfactory agreement from any successor to assume and perform the relevant plan, or (6) any other material breach of the relevant plan. In the case of Mr. Brown, Good Reason also means (1) a failure to continue
on the Board of Directors or a negative change in reporting structure, (2) Mr. Brown is not the sole Chief Executive Officer of Motorola Solutions on and after September 1, 2011, or (3) the failure of the successor to what is now
Motorola Solutions to assume his employment agreement.
Voluntary TerminationRetirement means, apart from any pension plan or STIP, for purposes
of the awards under the Omnibus Plan prior to March 9, 2015 and the awards under the Motorola Solutions LRIP prior to February 11, 2015, retirement after reaching age 55 with at least 20 years of service, or age 60 with at least
10 years of service, or age 65; for purposes of awards under the Omnibus Plan on or after March 9, 2015 and awards under the LRIP, retirement after reaching age 55 with at least 10 years of service, or age 60 with at least 5 years of
service, or age 65; for purposes of the STIP, retirement after reaching age 55 with 3 years of service; and for purposes of the Motorola Elected Officer Supplementary Retirement Plan, retirement after reaching age 60 (early retirement age for
an unreduced benefit) or age 57 for a reduced benefit retirement, if applicable.
Involuntary TerminationTotal and Permanent Disability means
termination of employment following 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.
Involuntary TerminationFor Cause means termination of employment following 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, including among other things, conviction for any criminal violation involving dishonesty, fraud or breach of
trust or willful engagement in gross misconduct in the performance of the officers duties that materially injures the Company.
Involuntary
TerminationNot for Cause means termination of employment for reasons other than For Cause, Change in Control as defined below, death, Retirement or Total and Permanent Disability as defined above.
Involuntary Termination for Change in Control occurs when, at any time (1) following a Change in Control and, assuming equity awards are not suitably
replaced by a successor, prior to the second anniversary of a Change in Control or (2) during the 12 months prior to a Change in Control but after such time as negotiations or discussions that ultimately lead to a Change in Control have
commenced, employment is terminated (a) involuntarily for any reason other than Cause, death, Disability or retirement under a mandatory retirement policy of the Company or any of its Subsidiaries or (b) by the officer after the occurrence
of an event giving rise to Good Reason. For purposes of this definition, Cause means (1) conviction of any criminal violation involving dishonesty, fraud or breach of trust or (2) willful engagement in gross misconduct in the
performance of the officers duties that materially injures the Company, and Disability means a condition such that the officer by reason of physical or mental disability becomes unable to perform his normal duties for more than
180 days in the aggregate (excluding infrequent or temporary absence due to ordinary transitory illness) during any 12 month period.
Change in
Control (as used in the prior definition of Involuntary Termination for a Change in Control) shall be deemed to have occurred if (1) any person or group (as such terms are used in Section 13(d) and
14(d) of the Exchange Act) is or becomes the beneficial owner (as defined in
Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more
of the combined voting power of the Companys then outstanding securities (other than the Company or any employee benefit plan of the Company, and no Change in Control shall be deemed to have occurred as a result of the beneficial
ownership, or changes therein, of the Companys securities by either of the foregoing), (2) there shall be consummated (a) any consolidation or merger of the Company in which the Company is not the surviving or continuing
corporation or pursuant to which shares of Common Stock would be converted into or exchanged for cash, securities or other property, other than a merger of the Company in which the holders of Common Stock immediately prior to the merger have,
directly or indirectly, at least a 65% ownership interest in the outstanding Common Stock of the surviving corporation immediately after the merger, or (b) any sale, lease, exchange or other transfer (in one transaction or a series of related
transactions) of all, or substantially all, of the assets of the Company other than any such transaction with entities in which the holder of Common Stock, directly or indirectly, have at least 65% ownership interest, (3) the shareholders of
the Company approve any plan or proposal for the liquidation or dissolution of the Company, or (4) as the result of, or in connection with, any cash tender offer, exchange offer, merger or other business combination, sale of assets, proxy or
consent solicitation (other than by the Board), contested election or substantial stock accumulation (a Control Transaction), the members of the Board immediately prior to first public announcement relating to such Control Transaction
shall thereafter cease to constitute a majority of the Board.
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Motorola Solutions
Notice of 2019 Annual Meeting of Shareholders and Proxy Statement
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