On or after
( months prior to the stated maturity of the notes), Motorola Solutions may redeem the notes at its option, either in whole or in part, at a redemption price equal to 100%, plus, in each case, accrued and unpaid interest
thereon to, but not including, the redemption date.
The following terms are relevant to the determination of the redemption prices:
Comparable Treasury Issue
means the United States Treasury security selected by the Independent Investment Banker as having an actual or
interpolated maturity comparable to the remaining term of the notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to
the remaining term of the notes called for redemption.
Comparable Treasury Price
means, with respect to any redemption date,
(1) the arithmetic average of the Reference Treasury Dealer Quotations for such redemption date, or (2) if only one Reference Treasury Dealer Quotation is obtained, such Quotation.
Independent Investment Banker
means one of the Reference Treasury Dealers, or their respective successors, as may be appointed from time to
time by Motorola Solutions; provided, however, that if the foregoing ceases to be a primary U.S. Government securities dealer in New York City (a primary treasury dealer), Motorola Solutions will substitute another nationally recognized
investment banking firm that is a primary treasury dealer.
Reference Treasury Dealer
means J.P. Morgan Securities LLC and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, and each of their respective successors. If any of the foregoing ceases to be a primary treasury dealer, Motorola Solutions will substitute another nationally recognized investment banking firm
that is a primary treasury dealer.
Reference Treasury Dealer Quotations
means, with respect to each Reference Treasury Dealer and any
redemption date, the arithmetic average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the
Independent Investment Banker by such Reference Treasury Dealer as of 5:00 p.m., New York City time, on the third business day preceding such redemption date.
Remaining Scheduled Payments
means, with respect to any note to be redeemed, the remaining scheduled payments of the principal thereof and
interest thereon that would be due after the related redemption date but for such redemption (assuming the note matures on the par call date); provided, however, that, if such redemption date is not an interest payment date with respect to such
note, the amount of the next scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such redemption date.
Treasury Rate
means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity (computed
as of the third business day immediately preceding that redemption date) of the Comparable Treasury Issue. In determining this rate, Motorola Solutions will assume a price for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption date.
A partial redemption of the notes will be effected in accordance with applicable
DTC procedures.
Notice of any redemption will be delivered at least 15 days but not more than 60 days before the redemption date to each holder of the
notes to be redeemed. Once notice of redemption is delivered, the notes called for redemption will become due and payable on the redemption date and at the applicable redemption price, plus accrued and unpaid interest to the redemption date.
Unless Motorola Solutions defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the notes, or
portions thereof, called for redemption. Prior to 11:00 a.m. on the redemption date, Motorola Solutions will deposit with a paying agent (or the trustee) money sufficient to pay the redemption price of and accrued interest on the notes to be
redeemed on that date.
S-17