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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

 

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NOTICE OF 2010 ANNUAL MEETING OF STOCKHOLDERS

To our Stockholders:

        Our Annual Meeting will be held at The Meadows Club, 2950 W. Golf Road, Rolling Meadows, Illinois 60008 on Monday, May 3, 2010 at 5:00 P.M., local time.

        The purpose of the meeting is to:

1.

elect eleven directors for a one-year term;



2.

hold a stockholder advisory vote on our overall executive compensation policies and procedures;



3.

ratify the appointment of KPMG LLP as Motorola's independent registered public accounting firm for 2010;



4.

consider and vote upon two shareholder proposals, if properly presented at the meeting; and



5.

act upon such other matters as may properly come before the meeting.

        Only Motorola stockholders of record at the close of business on March 8, 2010 (the "record date") will be entitled to vote at the meeting. Please vote in one of the following ways:

•

visit the website shown on your Motorola Notice of Internet Availability of Proxy Materials for the 2010 Annual Meeting (your "Notice") or proxy card to vote via the Internet;



•

use the toll-free telephone number shown at the website address listed on your Notice or on your proxy card;



•

if you received a printed copy of the proxy card, mark, sign, date and return the enclosed proxy card using the postage-paid envelope provided; or



•

in person at the Annual Meeting.

 

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ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 3, 2010

March 12, 2010

Dear Fellow Motorola Stockholders:

        You are cordially invited to attend Motorola's 2010 Annual Stockholders Meeting. The meeting will be held on Monday, May 3, 2010 at 5:00 p.m., local time, at The Meadows Club, 2950 W. Golf Road, Rolling Meadows, Illinois 60008.

        We encourage you to vote your shares through one of the three convenient methods described in the enclosed Proxy Statement and, if your schedule permits, to attend the meeting. We would appreciate your support on the following management proposals:

•

the election of the 11 nominated directors;



•

the approval of the Company's overall executive compensation policies and procedures; and



•

the ratification of the appointment of KPMG LLP as our independent registered public accounting firm.

        Your vote is important, so please act at your first opportunity.

        On behalf of your Board of Directors, thank you for your continued support of Motorola.

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PROXY STATEMENT

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PROXY STATEMENT

ABOUT THE 2010 ANNUAL MEETING

        This proxy statement (the "Proxy Statement") is being furnished to holders of common stock, $0.01 par value per share (the "Common Stock"), of Motorola, Inc. ("Motorola", or the "Company"). Proxies are being solicited on behalf of the Board of Directors of the Company (the "Board") to be used at the 2010 Annual Meeting of Stockholders (the "Annual Meeting") to be held at The Meadows Club, 2950 W. Golf Road, Rolling Meadows, Illinois 60008 on Monday, May 3, 2010 at 5:00 P.M., local time, for the purposes set forth in the Notice of 2010 Annual Meeting of Stockholders.

        This Proxy Statement, the form of proxy and the Company's 2009 Annual Report are being provided to stockholders on or after March 12, 2010.

        All stockholders may view and print Motorola's Proxy Statement and the 2009 Annual Report at the Company's website at www.motorola.com/investor.

VOTING PROCEDURES

Who Is Entitled to Vote?

        Only stockholders of record at the close of business on March 8, 2010 (the "record date") will be entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof. On the record date, there were issued and outstanding 2,314,437,239 shares of Common Stock entitled to vote at the Annual Meeting. The Common Stock is the only class of voting securities of the Company.

        A list of stockholders entitled to vote at the meeting will be available for examination at the corporate offices of Motorola Inc., 1303 E. Algonquin Road, Door 53, Schaumburg, Illinois 60196 for ten days before the Annual Meeting and at the Annual Meeting.

Why Did I Receive a Notice of Internet Availability?

        The Securities and Exchange Commission has adopted rules for the electronic distribution of proxy materials. Again this year, we have elected to provide our stockholders access to our proxy materials and 2009 Annual Report on the Internet instead of sending a full set of printed proxy materials to all of our stockholders. This enables us to reduce costs, provide ease and flexibility for our stockholders and lessen the environmental impact of our Annual Meeting. On or about March 15, 2010, we intend to mail most of our stockholders a Notice of Internet Availability of Proxy Materials (a "Notice"). If you receive a Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you request it. Instead, the Notice instructs you on how to access and review all of the important information contained in the 2010 Proxy Statement and 2009 Annual Report. The Notice also instructs you on how you may submit your proxy over the Internet or by telephone. If you receive a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice.

How Can I Vote Without Attending the Annual Meeting?

        There are three convenient methods for registered stockholders to direct their vote by proxy without attending the Annual Meeting. Stockholders can:

•

Vote by Internet.  You can vote via the Internet. The website address for Internet voting is provided on your Notice or proxy card. You will need to use the control number appearing on your Notice or proxy card to vote via the Internet. You can use the Internet to transmit your voting instructions up until 11:59 P.M. Eastern Time on Sunday, May 2, 2010. Internet voting is available 24 hours a day. If you vote via the Internet you do NOT need to vote by telephone or return a proxy card.



•

Vote by Telephone.  You can also vote by telephone by calling the toll-free telephone number provided on your Notice or on your proxy card. You will need to use the control number appearing on your Notice or proxy card to vote by telephone. You may transmit your voting instructions from any touch-tone telephone up until 11:59 P.M. Eastern Time on Sunday, May 2, 2010. Telephone voting is available 24 hours a day. If you vote by telephone you do NOT need to vote over the Internet or return a proxy card.



•

Vote by Mail.  If you received a printed copy of the proxy card, you can vote by marking it, dating it and signing it, and returning it in the postage-paid envelope provided. Please promptly mail your proxy card to ensure that it is received prior to the closing of the polls at the Annual Meeting.

        If you are a beneficial owner, or you hold your shares in "street name," please check your voting instruction card or contact your bank, broker or nominee to determine whether you will be able to vote by Internet or telephone.

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How Can I Change My Vote?

        Registered stockholders can revoke their proxy at any time before it is voted at the Annual Meeting by either:

•

Submitting another timely, later-dated proxy by Internet, telephone or mail;



•

Delivering timely written notice of revocation to the Secretary, Motorola, Inc., 1303 East Algonquin Road, Schaumburg, Illinois 60196; or



•

Attending the Annual Meeting and voting in person.

        If your shares are held in the name of a bank, broker or other nominee, you must obtain a proxy, executed in your favor, from the holder of record (that is, your bank, broker or nominee) to be able to vote at the Annual Meeting.

How Many Votes Must be Present to Conduct Business at the Annual Meeting?

        In order for business to be conducted, a quorum must be represented in person or by proxy at the Annual Meeting. A quorum is a majority of the shares entitled to vote at the Annual Meeting. Shares represented by a proxy marked "abstain" will be considered present at the Annual Meeting for purposes of determining a quorum.

How Many Votes Am I Entitled to Cast?

        You are entitled to cast one vote for each share of Common Stock you own on the record date. Stockholders do not have the right to vote cumulatively in electing directors.

How Many Votes Are Required to Elect Directors?

        In February 2006, Motorola's Board of Directors amended the Company's Bylaws and Board Governance Guidelines to adopt a majority vote standard for non-contested director elections. Because the number of nominees properly nominated for the 2010 Annual Meeting is the same as the number of directors to be elected at the 2010 Annual Meeting, the 2010 election of directors is a non-contested election. To be elected in a non-contested election, a director nominee must receive more "For" votes than "Against" votes. Abstentions will have no effect on the director election since only votes "For" and "Against" a nominee will be counted.

How Many Votes Are Required to Approve the Company's Overall Executive Compensation Policies and Procedures?

        With regard to the stockholder advisory vote, the affirmative vote of the holders of a majority of the shares present in person or by proxy and entitled to vote at the Annual Meeting will be required to approve the Company's overall executive compensation policies and procedures. Abstentions will have the same effect as a vote "Against" the proposal.

How Many Votes Are Required to Ratify the Appointment of KPMG LLP as Motorola's Independent Registered Public Accounting Firm?

        The affirmative vote of the holders of a majority of the shares present in person or by proxy and entitled to vote at the Annual Meeting will be required to ratify the selection of KPMG LLP. Abstentions will have the same effect as a vote "Against" the proposal.

How Many Votes Are Required to Pass Any Shareholder Resolution?

        In order to recommend that the Board consider adoption of any shareholder proposal, the affirmative vote of the holders of a majority of the shares present in person or by proxy and entitled to vote at the Annual Meeting is required. For any shareholder proposal, an abstention will have the same effect as a vote "Against" the proposal. Broker non-votes will have no effect on the shareholder proposals.

Will My Shares be Voted if I Do Not Provide Instructions to My Broker?

        If you are the beneficial owner of shares held in "street name" by a broker, the broker, as the record holder of the shares, is required to vote those shares in accordance with your instructions. If you do not give instructions to the broker, the broker will be entitled to vote the shares with respect to "discretionary" items, but will not be permitted to vote the shares with respect to "non-discretionary" items (resulting in a "broker non-vote"). The ratification of the appointment of KPMG LLP and the stockholder advisory vote on the Company's overall executive compensation policies and procedures are "discretionary" items. The election of directors and the two shareholder proposals are "non-discretionary" items.

Who Represents My Proxy at the Annual Meeting?

        If you do not vote in person at the Annual Meeting, but have voted your shares over the Internet, by telephone or by signing and returning your proxy card, you have authorized certain members of Motorola's senior management designated by the

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Board and named in your proxy to represent you and to vote your shares as instructed.

What if I Return a Proxy But Do Not Provide Specific Voting Instructions For Some or All of the Items?

        All shares that have been properly voted—whether by Internet, telephone or mail—and not revoked will be voted at the Annual Meeting in accordance with your instructions. If you sign your proxy but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board of Directors. The Board of Directors recommends a vote: (1) "For" the election of the 11 director nominees named in this Proxy Statement, (2) "For" the approval of the Company's overall executive compensation policies and procedures, (3) "For" the ratification of the appointment of KPMG LLP as the Company's independent public accounting firm for 2010, and (4) "Against" each of the two shareholder proposals.

What if Other Matters Are Voted on at the Annual Meeting?

        If any other matters are properly presented at the Annual Meeting for consideration and if you have voted your shares by Internet, telephone or mail, the persons named as proxies in your proxy will have the discretion to vote on those matters for you. At the date we filed this Proxy Statement with the Securities and Exchange Commission, the Board of Directors did not know of any other matter to be raised at the Annual Meeting.

How Do I Vote if I Participate in the Company's 401(k) Plan?

        If you own shares of Common Stock through the Motorola 401(k) Plan (the "401(k) Plan"), the Notice or proxy card includes the shares you hold in the 401(k) Plan as well as the shares you hold outside of the 401(k) Plan. Under the 401(k) Plan, participants are "named fiduciaries" to the extent of their authority to direct the voting of shares of Common Stock credited to their 401(k) Plan accounts and their proportionate share of allocated shares for which no direction is received and unallocated shares, if any (together, "Undirected Shares"). The trustee of the 401(k) Plan will vote Undirected Shares in the same proportion as the shares for which directions are received, except as otherwise provided in accordance with ERISA. By submitting voting instructions by Internet, telephone, or if hardcopies are requested, by signing, dating and returning the proxy card, you direct the trustee of the 401(k) Plan to vote these shares, in person or by proxy, as designated therein, at the Annual Meeting.

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PROPOSAL 1

ELECTION OF DIRECTORS FOR A ONE-YEAR TERM

How Many Directors Are Standing For Election and For What Term?

        The number of directors of the Company to be elected at the 2010 Annual Meeting is 11. The directors elected at the 2010 Annual Meeting will serve until their respective successors are elected and qualified or until their earlier death or resignation.

NOMINEES

Who Are the Nominees?

        Each of the nominees named below is currently a director of the Company. Each of the nominees was elected at the Annual Meeting of Stockholders held on May 4, 2009. The ages shown are as of January 1, 2010. Ms. Lewent is not standing for re-election.

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RECOMMENDATION OF THE BOARD

        THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE ELEVEN NOMINEES NAMED HEREIN AS DIRECTORS. UNLESS OTHERWISE INDICATED ON YOUR PROXY, YOUR SHARES WILL BE VOTED FOR THE ELECTION OF SUCH ELEVEN NOMINEES AS DIRECTORS.

What if a Nominee is Unable to Serve as Director?

        If any of the nominees named above is not available to serve as a director at the time of the 2010 Annual Meeting (an event which the Board does not now anticipate), the proxies will be voted for the election of such other person or persons as the Board may designate, unless the Board, in its discretion, reduces the number of directors.

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CORPORATE GOVERNANCE MATTERS

What Are the Board's Corporate Governance Principles?

        The Board has long adhered to governance principles designed to assure the continued vitality of the Board and excellence in the execution of its duties. The Board has responsibility for management oversight and providing strategic guidance to the Company. The Board believes that it must continue to renew itself to ensure that its members understand the industries and the markets in which the Company operates. The Board also believes that it must remain well-informed about the positive and negative issues, problems and challenges facing Motorola and its industries and markets so that the Board members can exercise their fiduciary responsibilities to Motorola stockholders.

What Are Some of the Major Corporate Governance Initiatives the Board Has Adopted in Recent Years?

        The Board recognizes the importance of evolving the Company's corporate governance practices and is committed to regularly reviewing specific elements of the Company's corporate governance and making changes when the Board deems them in the best interests of the Company and stockholders. As a result, Motorola is a leading adopter of many corporate governance best-practices. Again this year, Motorola is holding a stockholder advisory vote on the Company's overall executive compensation policies and procedures (commonly known as a "say-on-pay" vote). We elect all of our directors annually and in 2006 adopted a majority voting standard for uncontested director elections. The same year, we eliminated our shareholder rights plan (commonly known as a "poison pill"). Recently, we provided holders of 20% or more of Motorola's Common Stock the ability to request a special meeting of stockholders. We also have a recoupment policy to recover certain executive pay in the event of misconduct leading to a financial restatement (commonly known as a "clawback policy").

What Are Our Directors' Qualifications to Serve on the Motorola Board?

        The Board believes it should be comprised of individuals with appropriate skills and experiences to meet its board governance responsibilities and contribute effectively to the Company. Our Governance and Nominating Committee carefully considers the skills and experiences of current directors and new nominee candidates to ensure that they meet the needs of the Company before nominating directors for election to the Board. All of our non-employee directors serve on Board committees, further supporting the Board by providing expertise to those committees. The needs of the committees also are reviewed when considering nominees to the Board.

        The Board is comprised of active and former CEOs and CFOs of major corporations and individuals with experience in high-tech fields, media, investment banking and academia. As such, they have a deep working knowledge of matters common to large companies, generally including experience with financial statement preparation, compensation determinations, regulatory compliance, corporate governance, public affairs and legal matters. Our directors are qualified to serve as directors and members of the Committees on which they serve based on the following experience:

•

Mr. Dorman's experience in private equity and as the chief executive officer of a global public company in the telecommunications industry,



•

Mr. Hambrecht's experience as the chairman and chief executive officer of an investment banking firm focusing on high-tech companies,



•

Ms. Lewent's experience as the chief financial officer of a global public company in the pharmaceutical industry,



•

Mr. Meister's experience as a senior executive of a diversified holding company and investment companies,



•

Mr. Meredith's experience as the general partner of an investment management firm and as the chief financial officer of a global public high-tech company,



•

Mr. Scott's experience as the chairman and chief executive officer of a global public company in the corn refining industry,



•

Mr. Stengel's experience as the chief marketing officer of a global public consumer products company,



•

Mr. Vinciquerra's experience as the chairman and chief executive officer of a global media company,



•

Mr. Warner's experience as the chairman and chief executive officer of a global public commercial and investment banking firm, and



•

Dr. White's experience as the chancellor of a university, dean of an engineering college and author of financial text books.

        Many of our directors also serve on the boards of one or more other publicly traded companies. We believe Motorola benefits from the experience and expertise our directors gain from serving on those boards.

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        The Board also believes that it is important to effective board governance and collaboration to have our Co-CEOs serve on the Board.

Which Directors Are Independent?

        On February 10, 2010, the Board made the determination, based on the recommendation of the Governance and Nominating Committee and in accordance with the Motorola, Inc. Director Independence Guidelines, that Mr. Dorman, Mr. Hambrecht, Ms. Lewent, Mr. Meister, Mr. Meredith, Mr. Negroponte, Mr. Scott, Mr. Stengel, Mr. Sommer, Mr. Vinciquerra, Mr. Warner, Mr. White and Dr. J. White were independent during the periods in 2009 and 2010 that they were members of the Board. Mr. Brown and Dr. Jha do not qualify as independent directors since they are employees of the Company. The Board determined on February 21, 2008 that following the completion of Mr. Meredith's interim employment with the Company, from April 1, 2007 to March 31, 2008, he was again considered independent. See "What is Motorola's Relationship with Entities Associated with Independent Directors?" for further details.

How Was Independence Determined?

        The Motorola, Inc. Director Independence Guidelines include both the NYSE independence standards and categorical standards the Board has adopted to determine if a relationship that a Board member has with the Company is material. The categorical standards adopted by the Board are as follows:

                • Contributions or payments (including the provision of goods or services) from Motorola to a charitable organization (including a foundation), a university, or other not-for-profit organization, of which a director or an immediate family member of a director (defined to include a director's spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law and anyone (other than domestic employees) who shares the director's home) is an officer, director, trustee or employee, will not impair independence unless the contribution or payment (excluding Motorola matches of charitable contributions made by employees or directors under Motorola's or the Motorola Foundation's matching gift programs):

(i) is to an entity of which the director or the director's spouse currently is an officer, director or trustee, and such person held such position at the time of the contribution,

(ii) was made within the previous three years, and

(iii) was in an amount which, in the entity's last fiscal year prior to the year of the contribution or payment, exceeded the greater of $300,000 or 5% of such entity's consolidated gross revenues (or equivalent measure).

                • Indebtedness of Motorola to a bank or similar entity of which a director or a director's immediate family member is a director, officer, employee or 10% Owner (as defined below) will not impair independence unless the following are applicable:

(i) the director or the director's spouse is an executive officer of such entity or an owner who directly or indirectly has a 10% or greater equity or voting interest in such entity (a "10% Owner") and he or she held that position at any time during the previous twelve months, and

(ii) the total amount of Motorola's indebtedness during the previous twelve months is more than 5% of the total consolidated assets of such entity in its last fiscal year.

                • Other business relationships between a director or a director's immediate family member, such as consulting, legal or financial advisory services provided to Motorola, will not impair independence unless the following are applicable:

(i) the director or the director's spouse is a partner, officer or 10% Owner of the company or firm providing such services, and he or she held such position at any time during the previous twelve months, and

(ii) the services that were provided during the previous twelve months were in an amount which, in the company's or firm's last fiscal year, exceeded the greater of $1 million or 2% of such company's or firm's consolidated gross revenues.

        This categorical standard does not include business relationships with Motorola's independent registered public accounting firm because those relationships are covered by the NYSE independence standards.

                • Motorola's ownership of voting stock of a company of which the director or the director's immediate family member is a director, officer, employee or 10% Owner will not impair independence unless the following are applicable:

(i) the director or the director's spouse is an executive officer of that company, and

(ii) Motorola is currently a 10% Owner of that company.

        The ownership of Motorola common stock by a director or a director's immediate family member will

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not be considered to be a material relationship that would impair a director's independence.

        When applying the NYSE independence standards and the categorical standards set forth above, "Motorola" includes Motorola, Inc. and any of its subsidiaries and the Motorola Foundation. A complete copy of the Motorola, Inc. Director Independence Guidelines is available on the Company's website at www.motorola.com/investor.

What is Motorola's Relationship with Entities Associated with Independent Directors?

        As previously disclosed, Mr. Meredith's term as Acting Chief Financial Officer and Executive Vice President of Motorola ended on March 1, 2008 and, under the terms of his agreement, his employment ended on March 31, 2008. In February 2008, the Board determined that after the end of his employment Mr. Meredith's independence under the Motorola, Inc. Independence Guidelines and the NYSE independence requirements was not impaired by his status as an employee of the Company from April 1, 2007 through March 31, 2008, because he was serving as an interim employee of the Company at the request of the Board while the Company conducted a search for a permanent chief financial officer.

        As previously disclosed, Motorola and the Motorola Foundation have had various commercial and charitable relationships with the Massachusetts Institute of Technology ("MIT") and the MIT Media Laboratory. Judy Lewent is a life member of the MIT Corporation. Nicholas Negroponte, a former director, is a tenured professor of MIT on leave, and formerly the Chairman of the MIT Media Laboratory, an academic and research laboratory at MIT. Motorola made payments to MIT in each of the last three years significantly below the threshold described in the guidelines. Neither Ms. Lewent nor Mr. Negroponte directed the relationship nor have they voted as a member of the Motorola Board of Directors to approve MIT relationships.

        All independent directors, other than Mssrs. Meister, Sommer and Warner, had relationships with entities that were reviewed by the Board under the NYSE's independence standards and/or the Board's categorical standards described above covering contributions or payments to charitable or similar not-for-profit organizations. In each case, the payments or contributions were significantly less than the NYSE independence standards or the categorical standards and were determined by the Board to be immaterial. Relationships with entities related to Mssrs. Hambrecht, Meredith and Vinciquerra were also reviewed under "Other Relationships" of the categorical standards and each were determined by the Board to be immaterial.

Are the Members of the Audit and Legal, Compensation and Leadership and Governance and Nominating Committees Independent?

        Yes. The Board has determined that all of the current members of the Audit and Legal Committee, the Compensation and Leadership Committee and the Governance and Nominating Committee are independent within the meaning of the Motorola, Inc. Director Independence Guidelines and the NYSE listing standards for independence.

Where Can I Receive More Information About Motorola's Corporate Governance Practices?

        Motorola maintains a corporate governance page on its website at www.motorola.com/investor that includes information about its corporate governance practices. The following documents are currently included on the website:

                • The Motorola, Inc. Board Governance Guidelines, the current version of which the Board adopted on January 26, 2010;

                • The Motorola, Inc. Director Independence Guidelines, the current version of which the Board adopted on September 11, 2008;

                • The Principles of Conduct for Members of the Motorola, Inc. Board of Directors, the current version of which the Board adopted on November 10, 2009;

                • The Motorola, Inc. Code of Business Conduct, which applies to all employees;

                • The charters of the Audit and Legal Committee, Compensation and Leadership Committee and Governance and Nominating Committee, the current versions of each of which the Board adopted on January 26, 2010;

                • The Motorola, Inc. Restated Certificate of Incorporation, as amended through May 5, 2009; and

                • The Motorola, Inc. Amended and Restated Bylaws, the current version of which the Board adopted on November 11, 2009.

        The Company intends to disclose amendments to the above documents or waivers applicable to its directors, chief executive officers, chief financial officer or corporate controller from certain provisions of its ethical policies and standards for directors and its employees, on the Motorola website within four business days following the date of the amendment or waiver.

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BOARD OF DIRECTORS MATTERS

How Often Did the Board Meet in 2009?

        The Board of Directors held 8 meetings during 2009. Overall attendance at Board and committee meetings was 95%. Each incumbent director attended 92% or more of the combined total meetings of the Board and the committees on which he or she served during 2009.

How Many Directors will Comprise the Board?

        The Board of Directors is currently comprised of 12 directors. Immediately following the Annual Meeting, the Board will consist of 11 directors. In the interim between Annual Meetings, the Board has the authority under the Company's Bylaws to increase or decrease the size of the Board and to fill vacancies.

How Many Executive Sessions of the Board Were Held in 2009?

        Independent directors of the Company meet regularly in executive session without management as required by the Motorola, Inc. Board Governance Guidelines. Generally, executive sessions are held in conjunction with regularly-scheduled meetings of the Board of Directors. In 2009, the non-employee independent members of the Board met in executive session 8 times.

What is the Leadership Structure of the Board? Why was that Structure Chosen? Who Serves as Chairman of the Board and Presiding Director?

        The Board is led by a non-executive, independent Chairman who has never been an employee of the Company. David Dorman became the Company's first non-executive chairman in May 2008. The Board decided to elect a non-executive chairman because it believes this structure supports our plan to separate the Company into two independent, publicly traded companies. As Chairman, Mr. Dorman had a significant role in hiring Dr. Jha as Co-CEO of the Company and CEO of our Mobile Devices business. Mr. Dorman also works closely with our Co-CEOs as we continue to execute on our separation plans. As Chairman, he performs many duties on behalf of the Board, including reviewing and approving the Board agenda and presiding over all Board meetings and executive sessions. Mr. Dorman also acts as the presiding director at meetings of the independent directors.

Will the Directors Attend the Annual Meeting?

        Board members are expected to attend the Annual Meeting as provided in the Motorola, Inc. Board Governance Guidelines. All of our directors who stood for election at the 2009 Annual Meeting attended that meeting.

What is the Board's Role in the Oversight of Risks?

        The Board of Directors oversees the business of the Company, including Co-CEO and senior management performance and risk management, to assure that the long-term interests of the shareholders are being served. Each committee of the Board of Directors is also responsible for reviewing the risk exposure of the Company related to the committee's areas of responsibility and providing input to management on such risks.

        Management and our Board have a robust process embedded throughout the Company to identify, analyze, manage and report all significant risks facing the Company. The Company's Co-CEOs and other senior managers regularly report to the Board on significant risks facing the Company, including financial, operational and strategic risks. Each of the Board committees reviews with management significant risks related to the committee's area of responsibility and reports to the Board on such risks, which includes the Compensation and Leadership Committee's review of Company-wide compensation-related risks. The independent Board members also discuss the Company's significant risks when they meet in executive session without management.

        The Company's Audit Services department has a very important role in the risk management program. The role of the department is to provide management and the Audit and Legal Committee of the Board with an overarching and objective view of the risk management activity of the enterprise. The department's engagements span financial, operational, strategic and compliance risks and the engagement results assist management in maintaining tolerable risk levels. The department conducts engagements utilizing an enterprise risk management (ERM) model. The director of the department reports directly to the Audit and Legal Committee and meets regularly with the committee, including in executive session.

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What Are the Committees of the Board?

        To assist it in carrying out its duties, the Board has delegated certain authority to several committees. The Board currently has the following committees: (1) Audit and Legal, (2) Compensation and Leadership, (3) Governance and Nominating, (4) Finance, and (5) Executive. Committee membership as of December 31, 2009 and the number of meetings of each committee during 2009 are described below:

Where Can I Locate the Current Committee Charters?

        Current versions of the Audit and Legal Committee charter, Compensation and Leadership Committee charter and Governance and Nominating Committee charter are available on our website at www.motorola.com/investor.

What Are the Functions of the Audit and Legal Committee?

•

Assist the Board in fulfilling its oversight responsibilities as they relate to the Company's accounting policies, internal controls, disclosure controls and procedures, financial reporting practices and legal and regulatory compliance



•

Hire the independent registered public accounting firm



•

Monitor the qualifications, independence and performance of the Company's independent registered public accounting firm and the performance of the Company's internal auditors



•

Maintain, through regularly scheduled meetings, a line of communication between the Board and the Company's financial management, internal auditors and independent registered public accounting firm



•

Oversee compliance with the Company's policies for conducting business, including ethical business standards



•

Prepare the report of the Committee included in this Proxy Statement

What Are the Functions of the Compensation and Leadership Committee?

•

Assist the Board in overseeing the management of the Company's human resources, including:

•

compensation and benefits programs

•

Co-CEO performance and compensation

•

executive development and succession and diversity efforts



•

Oversee the evaluation of the Company's senior management



•

Review and discuss the Compensation Discussion and Analysis ("CD&A") with management and make a recommendation to the Board on the inclusion of the CD&A in this Proxy Statement



•

Prepare the report of the Committee included in this Proxy Statement

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What Are the Functions of the Governance and Nominating Committee?

•

Identify individuals qualified to become Board members, consistent with the criteria approved by the Board



•

Recommend director nominees and individuals to fill vacant positions



•

Assist the Board in interpreting the Company's Board Governance Guidelines, the Board's Principles of Conduct and any other similar governance documents adopted by the Board



•

Oversee the evaluation of the Board and its committees



•

Generally oversee the governance and compensation of the Board

What Are the Functions of the Finance Committee?

•

Review the Company's overall financial posture, asset utilization and capital structure



•

Review the need for equity and/or debt financing and specific outside financing proposals



•

Review and approve major transactions, such as restructurings, acquisitions, divestitures, joint ventures and equity investments



•

Monitor the performance and investments of employee retirement and related funds



•

Review the Company's dividend payment plans and practices

What Are the Functions of the Executive Committee?

•

Act for the Board between meetings on matters already approved in principle by the Board



•

Exercise the authority of the Board on specific matters assigned by the Board from time to time

What is the Decision-Making Process to Determine Executive Compensation?

        The Board has delegated to the Compensation and Leadership Committee the responsibility to oversee the programs under which compensation is paid or awarded to Motorola's executives and to evaluate the performance of Motorola's senior management. The Compensation and Leadership Committee is responsible for bringing recommended compensation actions involving each Co-CEO to the Board for its concurrence. The specific functions of the Compensation and Leadership Committee are described in this Proxy Statement under "What Are the Functions of the Compensation and Leadership Committee?" and in the Compensation and Leadership Committee's charter, which the Compensation and Leadership Committee and the Board annually review and revise as necessary.

        The Global Rewards department in Motorola's Human Resources organization supports the Compensation and Leadership Committee in its work and, in some cases, acts pursuant to delegated authority from the Compensation and Leadership Committee to fulfill various functions in administering Motorola's compensation programs.

        In carrying out its duties, the Compensation and Leadership Committee has direct access to outside advisors, independent compensation consultants and others to assist them. During 2009 and 2010, the Compensation and Leadership Committee directly engaged an outside compensation consulting firm to assist them in their review of the compensation for Motorola's executive officers. In September 2009, the Committee unilaterally chose to change its compensation consultant firm from Mercer to Compensation Advisory Partners LLC, retaining the same individual consultants formerly at Mercer.

        For more information on the decisions made by the Compensation and Leadership Committee, see the "Compensation Discussion and Analysis".

What is the Decision-Making Process to Determine Director Compensation?

        The Governance and Nominating Committee recommends to the Board the compensation for non-employee directors, which is to be consistent with market practices of other similarly situated companies and is to take into consideration the impact on non-employee directors' independence and objectivity. The Board has asked the Compensation and Leadership Committee to assist the Governance and Nominating Committee in making such recommendations. The charter of the Governance and Nominating Committee does not permit the Committee to delegate director compensation matters to management and management has no role in recommending the amount or form of director compensation.

What is the Role of Independent Compensation Consultants in Executive and Director Compensation Determinations?

        In accordance with the Compensation and Leadership Committee's charter, the Committee has the sole authority, to the extent deemed necessary and appropriate, to retain and terminate any compensation consultants, outside counsel or other advisors,

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including the sole authority to approve the firm's or advisor's fees and other retention terms.

        In accordance with this authority, in 2008 and 2009, the Compensation and Leadership Committee retained Mercer ("Mercer") and beginning in September 2009 changed its consultant firm to Compensation Advisory Partners LLC ("Compensation Advisory Partners"). Each external independent consultant provided insight and advice on matters regarding trends in executive compensation, relative executive pay and benefits practices, relative assessment of pay of Motorola executives to performance, and other topics as the Compensation and Leadership Committee deemed appropriate. See "Independent Consultant Review of Executive Compensation" in "Compensation Discussion and Analysis" for further details on the compensation-related elements the Compensation and Leadership Committee requested be reviewed.

        In the 2008, 2009 and 2010 independent reviews of Motorola's senior leadership team's compensation, performed by the consultant firm at the time, found that Motorola's current executive compensation programs are fundamentally competitive and sound. The Compensation and Leadership Committee intends to engage an external independent consultant to complete an exhaustive evaluation of the Company's executive rewards program on a periodic basis. The Compensation and Leadership Committee intends to engage an external independent consultant to review the specific compensation of the Co-CEOs and all members of the senior leadership team annually. The Compensation and Leadership Committee agreed with the consultants' studies' conclusions that no substantive revisions to the compensation programs are required.

        In January 2010, the Committee engaged Compensation Advisory Partners to independently review Motorola's executive rewards program and the compensation of Motorola's senior leadership team, including the Named Executive Officers. Compensation Advisory Partners' 2010 executive compensation review studied: (1) the relationship between Motorola's actual 2008 senior executive compensation levels and the Company's performance using available proxy data at that time, (2) the competitiveness of Motorola's target executive pay program for 2009 in light of Motorola's executive compensation strategy, and (3) the competitiveness of Motorola's "pay mix", long-term incentive compensation ("LTI") mix, equity grants and LTI performance metrics compared to the market.

        Compensation Advisory Partners reviewed the following compensation components in its competitive assessment: base salary; annual bonus (target annual bonus opportunity); total cash compensation (base salary + target annual bonus opportunity); LTI (long-range incentive compensation target opportunity plus equity compensation); and total direct compensation (total cash compensation + LTI).

        See the "Independent Consultant Review of Executive Compensation" in the "Compensation Discussion and Analysis" for more information on consultant engagement.

What Role, if any, do Executive Officers Play in Determining or Recommending Executive and Director Compensation?

        Motorola's senior leadership team, comprised of the Co-CEOs and certain executives designated by the Co-CEOs, provides recommendations regarding the design of the Company's compensation program to the Compensation and Leadership Committee. Additionally, the Committee's compensation consultant provides input on these recommendations from time to time. Upon Compensation and Leadership Committee approval, the senior leadership team is responsible for executing the objectives of the approved compensation program.

        Each member of Motorola's senior leadership team is ultimately responsible for approving all compensation actions for their respective organizations. When these compensation actions involve other Motorola executives, the involved senior leadership team member is accountable for ensuring adherence to all established governance procedures.

        The Co-CEOs are responsible for recommending all compensation actions involving any member of the senior leadership team or officer subject to Section 16 of the Securities Exchange Act of 1934, as amended (a "Section 16 Officer"), to the Compensation and Leadership Committee for its approval. The Co-CEOs take an active role in Compensation and Leadership Committee meetings at which compensation actions involving the above officers are discussed.

        As discussed above, the Compensation and Leadership Committee directly engages an independent outside consulting firm to assist it in its review of the compensation for Motorola's senior leadership team. This consultant also participates in certain Committee meetings.

        The Global Rewards department in Motorola's Human Resources organization, together with the Senior Vice President, Human Resources and the Committee's independent compensation consultant, prepares recommendations regarding Co-CEO compensation and brings those recommendations to the Compensation and Leadership Committee. Neither

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Co-CEO is involved in the preparation of recommendations related to his compensation and does not participate in the discussions regarding his compensation at Committee meetings. The consultant is also available at such meetings.

        The Compensation and Leadership Committee is responsible for bringing recommended compensation actions involving each Co-CEO to the independent members of the Board for their concurrence. The Compensation and Leadership Committee cannot unilaterally approve compensation changes for the Co-CEOs.

        As stated above, management does not recommend or determine director compensation.

What Are the Director Stock Ownership Guidelines?

        Our Board Governance Guidelines provide that, within five years of joining the Board, directors are expected to own Motorola Common Stock with a value equivalent to at least four times the annual retainer fee for directors. For the purposes of these guidelines, Motorola Common Stock includes stock units.

How Are the Directors Compensated?

        During 2009, the annual retainer fee paid to each non-employee director was $100,000. In addition: (1) the chair of the Audit and Legal Committee received an additional annual fee of $20,000; (2) the chair of the Compensation and Leadership Committee received an additional annual fee of $15,000; (3) the non-employee chairs of the other committees each received an additional annual fee of $10,000; and (4) the members of the Audit and Legal Committee, other than the chair, each received an additional annual fee of $5,000. Effective May 5, 2008, the non-employee Chairman of the Board received an additional annual fee of $280,000. The Company also reimburses its directors and, in certain circumstances, spouses who accompany directors, for travel, lodging and related expenses they incur in attending Board and committee meetings or other meetings as requested by Motorola.

        A director may elect to receive all or a portion of his or her retainer and other fees in the form of deferred stock units.

        Non-employee directors receive an annual grant of deferred stock units in the second quarter of the fiscal year. On May 7, 2009, each non-employee director received a deferred stock unit award of 19,293 shares of Common Stock. The number of deferred stock units awarded was determined by dividing $120,000 by the fair market value of a share of Common Stock on the date of grant (rounded up to the next whole number) based on the closing price on the date of grant. The deferred stock units are paid to the director in shares of Common Stock upon termination of service from the Motorola Board of Directors.

        For a non-employee director who becomes a member of the Board of Directors after the annual grant of deferred stock units, the award will be pro-rated based on the number of months served ($10,000 per month) divided by the closing price of Motorola stock on the day of election to the Board.

        As of January 1, 2006, non-employee directors are no longer eligible to participate in the Motorola Management Deferred Compensation Plan. Motorola does not currently have a non-equity incentive plan or pension plan for non-employee directors.

        Non-employee directors do not receive any additional fees for attendance at meetings of the Board or its committees or for additional work done on behalf of the Board or a committee. Mr. Brown and Dr. Jha who are employees of Motorola, receive no additional compensation for serving on the Board or its committees. Further, Mr. Meredith did not receive any additional compensation for Board service while he was Acting Chief Financial Officer and an employee of the Company from April 1, 2007 until March 31, 2008.

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        The following table further summarizes compensation paid to the non-employee directors during 2009.

Director Compensation for 2009

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Director Retirement Plan and Insurance Coverage

        In 1996, the Board terminated its retirement plan. In 1998, Ms. Lewent, Mr. Scott and Dr. J. White, the only current directors with interests in the plan at the time of termination, converted their accrued benefits in the retirement plan into shares of restricted Common Stock. They may not sell or transfer these shares and these shares are subject to repurchase by Motorola until such directors are no longer members of the Board because either: (1) they do not stand for re-election or are not re-elected, or (2) their disability or death. Accordingly, there are no current non-employee directors entitled to receive payment of retirement benefits.

        Non-employee directors are covered by insurance that provides accidental death and dismemberment coverage of $500,000 per person. The spouse of each such director is also covered by such insurance when traveling with the director on business trips for the Company. The Company pays the premiums for such insurance. The total premiums for coverage of all such non-employee directors and their spouses during the year ended December 31, 2009 was $2,660.

Related Person Transaction Policy and Procedures

        The Company has established written policies and procedures (the "Related Person Transaction Policy" or the "Policy") to assist it in reviewing transactions in excess of $120,000 ("Transactions") involving Motorola and its subsidiaries (collectively, the "Company") and Related Persons (as defined below). This Policy supplements the Company's other conflict of interest policies set forth in the Principles of Conduct for Members of the Motorola, Inc. Board of Directors and the Motorola Code of Business Conduct for employees and its other internal procedures. A summary description of the Related Person Transaction Policy is set forth below.

        For purposes of the Related Person Transaction Policy, a Related Person includes the Company's directors, director nominees and executive officers since the beginning of the Company's last fiscal year, beneficial owners of 5% or more of any class of the Company's voting securities ("5% Holder") and members of their respective Immediate Family (as defined in the Policy).

        The Policy provides that any Transaction since the beginning of the last fiscal year is to be promptly reported to the Company's General Counsel. The General Counsel will assist with gathering important information about the Transaction and present the information to the Board committee responsible for reviewing the Transaction. The appropriate Board committee will determine if the Transaction is a Related Person Transaction and approve, ratify or reject the Related Person Transaction. In approving, ratifying or rejecting a Related Person Transaction, the applicable committee will consider such information as it deems important to conclude if the transaction is fair to the Company. The Governance and Nominating Committee will make all determinations regarding transactions involving a director or director nominee. The Audit and Legal Committee will make all determinations involving an executive officer or 5% Holder.

        During 2009, Motorola paid $200,000 to the United Football League (the "UFL") in sponsorship fees in connection with the UFL's 2009 premiere season. The Company received marketing opportunities with the UFL. William R. Hambrecht, a director of the Company, is a founder of, and has a controlling interest in, the UFL. Mr. Hambrecht did not participate in the negotiations between Motorola and the UFL with respect to the sponsorship and the arrangement was negotiated on an arm's length basis. Pursuant to the Related Person Transaction Policy, the arrangement was pre-approved by the Governance and Nominating Committee. Mr. Hambrecht's independence was not impaired by the transaction pursuant to the criteria set forth in the Motorola, Inc. Director Independence Guidelines.

        The Company had no other Related Person Transactions in 2009.

What is the Process for Identifying and Evaluating Director Candidates?

        As stated in the Motorola, Inc. Board Governance Guidelines, when selecting directors, the Board and the Governance and Nominating Committee review and consider many factors, including: experience in the context of the Board's needs; leadership qualities; diversity; ability to exercise sound judgment; existing time commitments; years to retirement age; and independence. It also considers ethical standards and integrity. The Governance and Nominating Committee annually assesses the effectiveness of its director nomination process and the Board Governance Guidelines.

        The Governance and Nominating Committee will consider nominees recommended by Motorola stockholders provided that the recommendation contains sufficient information for the Governance and Nominating Committee to assess the suitability of the candidate, including the candidate's qualifications. Stockholder-recommended candidates that comply with these procedures will receive the same consideration that candidates recommended by the Committee and management receive as discussed above.

        The Governance and Nominating Committee considers recommendations from many sources, including members of the Board, management and search firms. From time-to-time, Motorola hires global

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search firms to help identify and facilitate the screening and interview process of director candidates. The search firm screens candidates based on the Board's criteria, performs reference checks, prepares a biography for each candidate for the Committee's review and helps set up interviews. The Committee and the Chairman of the Board conduct interviews with candidates who meet the Board's criteria. The Committee has full discretion in considering its nominations to the Board.

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PROPOSAL NO. 2

APPROVAL OF THE COMPANY'S OVERALL EXECUTIVE COMPENSATION POLICIES AND PROCEDURES

        The Board of Directors has adopted a Corporate Governance Guideline to annually provide stockholders with the opportunity to endorse or not endorse the Company's executive compensation policies and procedures (commonly known as a "say-on-pay" vote) through consideration of the following non-binding advisory resolution:

"Resolved, that the stockholders approve the overall executive compensation policies and procedures employed by the Company, as described in the Compensation Discussion and Analysis regarding named executive officer compensation (together with the accompanying narrative disclosure) in this Proxy Statement."

        Motorola's executive compensation policies and procedures are designed to attract, retain and motivate key individuals with competitive compensation differentiated for superior performers to correlate with such individuals' contributions to Company success. Motorola uses meaningful equity awards to provide compensation that is dependent on the Company's performance (or "at-risk") to align the interests of our executives and stockholders.

        Because your vote is advisory, it will not be binding upon the Board. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

RECOMMENDATION OF THE BOARD

        THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE COMPANY'S OVERALL EXECUTIVE COMPENSATION POLICIES AND PROCEDURES. UNLESS OTHERWISE INDICATED ON YOUR PROXY, YOUR SHARES WILL BE VOTED FOR THE APPROVAL OF THE EXECUTIVE COMPENSATION POLICIES AND PROCEDURES.

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PROPOSAL NO. 3

RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010

        The Audit and Legal Committee of the Board has appointed KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2010. Services provided to the Company and its subsidiaries by KPMG LLP in fiscal year 2009 are described under "Audit and Legal Committee Matters—Independent Registered Public Accounting Firm Fees".

        We are asking our stockholders to ratify the selection of KPMG LLP as our independent registered public accounting firm. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of KPMG LLP to our stockholders for ratification as a matter of good corporate practice.

        Representatives of KPMG LLP will be present at the Annual Meeting to respond to appropriate questions and to make such statements as they may desire.

        The affirmative vote of the holders of a majority of the shares present in person or by proxy and entitled to vote at the Annual Meeting will be required to ratify the selection of KPMG LLP. Abstentions will have the same effect as a vote "Against" the proposal.

        In the event stockholders do not ratify the appointment, the appointment will be reconsidered by the Audit and Legal Committee and the Board. Even if the selection is ratified, the Audit and Legal Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

RECOMMENDATION OF THE BOARD

        THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2010. UNLESS OTHERWISE INDICATED ON YOUR PROXY, YOUR SHARES WILL BE VOTED FOR THE RATIFICATION OF KPMG LLP.

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PROPOSAL NO. 4

SHAREHOLDER PROPOSAL RE: "SHAREHOLDER RESOLUTION ON HUMAN RIGHTS POLICY"

        The Company has been advised that the Presbyterian Church (U.S.A.), the beneficial owner of 750 shares intends to submit the following proposal for consideration at the 2010 Annual Meeting. The following proposal has also been co-filed by The Domestic and Foreign Missionary Society of the Protestant Episcopal Church and the Mercy Investment Program.

2010 Motorola Shareholder Resolution on Human Rights Policy

Whereas, Motorola, as a global corporation, faces increasingly complex problems as the international social, and cultural context within which Motorola operates changes.

Companies are faced with ethical and legal challenges arising from diverse cultures and political and economic contexts. Today, management must address issues that include human rights, workers' right to organize and bargain collectively, non-discrimination in the workplace, protection of the environment and sustainable community development. Motorola does business in countries with human rights challenges including China, Malaysia, Russia, and Israel and the occupied Palestinian territories.

Several international conventions, declarations and treaties set forth internationally recognized standards designed to protect human rights—civil, political, social environmental, cultural and economic—that should be reflected in Motorola's policies. These include the Universal Declaration of Human Rights, the Fourth Geneva Convention, the Hague Conventions, International Covenant on Civil and Political Rights, the core labor standards of the International Labor Organization, and the International Covenant on Economic, Cultural and Social Rights. We believe that these documents will help inform Motorola's revision of its human rights policy. Also, United Nations resolutions and reports of the special rapporteurs on countries where Motorola does business, and "Norms on the Responsibilities of Transnational Corporations and Other Business Enterprises with Regard to Human Rights," adopted by the United Nations Sub-Commission on the Promotion and Protection of Human Rights in August 2003 are helpful, as are the comprehensive human rights policies developed for global companies found in "Principles for Global Corporate Responsibility: Bench Marks for Measuring Business Performance," developed by an international group of religious investors.

As companies formulate comprehensive policies, we believe significant commercial advantages may accrue through enhanced corporate reputation, improved employee recruitment and retention, improved community and stakeholder relations and reduced risk of adverse publicity, consumer boycotts, divestment campaigns and lawsuits.

RESOLVED, shareholders request the Board to amend, where applicable, within ten months of the 2010 Annual Meeting, Motorola's policies related to human rights that guide its international and U.S. operations to conform more fully with international human rights and humanitarian standards.

Supporting Statement

We believe Motorola's current human rights policies are limited in scope, and provide little or no guidance for determining business relationships where our products or services could entangle the company in human rights violations. Although we are not recommending any specific provision of the above-named documents be included in the revised policy, we believe that our company's policies should reflect a more comprehensive understanding of human rights.

Motorola should be able to assure shareholders that employees are treated fairly and with dignity wherever they work in the global economy. Going beyond internal practices, however, Motorola should be able to provide similar assurance that its products and services are not used in human rights violations. One element of ensuring compliance is utilization of independent monitors composed of respected local human rights, religious and non-governmental organizations that know local culture and conditions. We believe the adoption of a more comprehensive human rights policy, coupled with implementation, enforcement and independent monitoring, will assure shareholders of Motorola's global leadership.

RECOMMENDATION OF THE BOARD

        THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ADOPTION OF THIS SHAREHOLDER PROPOSAL FOR THE REASONS SET FORTH BELOW. UNLESS OTHERWISE INDICATED ON YOUR PROXY, YOUR SHARES WILL BE VOTED AGAINST THE ADOPTION OF THIS PROPOSAL.

        The Company agrees with the principles on which this proposal is based and already addresses the concerns it raises, making this proposal unnecessary. In fact, the Company already has in place a comprehensive set of policies and procedures that address human rights, which are designed to ensure that its operations worldwide are conducted using the highest

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standards of integrity and ethical business conduct applied uniformly and consistently.

        The Company's policies include: the Motorola Code of Business Conduct, the Motorola Human Rights Policy, the Motorola Supplier Code of Conduct, and the Motorola Environment, Health & Safety Policy. These specific policies are based upon internationally recognized human rights standards, such as the Universal Declaration of Human Rights, the core labor standards of the International Labour Organization, the United Nation's Global Compact, Social Accountability 8000 (SA 8000) standard, and the Organisation for Economic Co-operation and Development (OECD) Guidelines for Multinational Enterprises, to name a few.

        The Company's policies reflect a comprehensive understanding of human rights and support the following important areas:

•

Compliance



•

Anti-corruption



•

No unfair business practices



•

Anti-discrimination



•

No forced labor



•

No child labor



•

No harsh or inhumane treatment



•

Freedom of association and collective bargaining



•

Fair working hours and wages



•

Safe and healthy working conditions



•

Environmental sustainability

        As part of the Company's management practices, we periodically perform thorough reviews of the aforementioned policies and update them to keep them in alignment with internationally recognized human rights standards. Such a review was undertaken in 2008, and was informed by the international conventions, declarations and treaties cited in this proposal. The amended policies have been posted to our website.

        The Board of Directors believes that the Company's policies effectively articulate our long-standing support for, and continued commitment to, human rights rendering the proposal duplicative and unnecessary. For these reasons and the others stated above, the Board of Directors recommends that you vote AGAINST the adoption of this shareholder-submitted proposal.

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PROPOSAL NO. 5

SHAREHOLDER PROPOSAL RE: REINCORPORATE IN A SHAREOWNER-FRIENDLY STATE

        The Company has been advised that Kenneth Steiner, the beneficial owner of 5,000 shares, intends to submit the following proposal for consideration at the 2010 Annual Meeting.

5—Reincorporate in a Shareowner-Friendly State

Resolved: That shareowners hereby request that our board of directors take the necessary steps to reincorporate the Company in North Dakota with articles of incorporation that provide that the Company is subject to the North Dakota Publicly Traded Corporations Act.

This proposal requests that our board initiate the process to reincorporate the Company in North Dakota under the new North Dakota Publicly Traded Corporations Act. If our company were subject to the North Dakota act there would be additional benefits:

•

There would be a right of proxy access for shareowners who owned 5% of our Company's shares for at least two years.



•

Shareowners would be reimbursed for their expenses in proxy contests to the extent they are successful.



•

Shareowners would vote each year on executive pay practices.

These provisions, together with others in the North Dakota act, would give us as shareowners more rights than are available under any other state corporation law. By reincorporating in North Dakota, our company would instantly have the best governance system available.

The merit of this Reincorporating in a Shareowner-Friendly State proposal should be considered in the context of the need for improvements in our company's 2009 reported corporate governance status:

The Corporate Library www.thecorporatelibrary.com, an independent investment research firm, rated our company "High Concern" in executive pay. Our company awarded our Co-CEO Sanjay Jha two mega-grants totaling $103 million. Mr. Jha would also receive $80 million with a change in control. This lucrative arrangement was formalized in the context of a 4,000-employee workforce reduction.

The members of our executive pay committee received 23% to 27% in against-votes: William Hambrecht, James Stengel, Judy Lewent and Samuel Scott. Our

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board was the only significant directorship for six of our directors. This could indicate a significant lack of current transferable director experience for one-half of our directors. John White, Judy Lewent and Samuel Scott had 14 to 16 years director tenure—independence concern.

Our directors served on 7 boards rated "D" or "F" by the Corporate Library: David Dorman, CVS Caremark (CVS) and Yum! Brands (YUM); Douglas Warner, General Electric (GE); Samuel Scott, Abbott Laboratories (ABT) and Keith Meister (age 35), Federal-Mogul (FDML), WCI Communities (WCIMQ.PK) and XO Holdings (XOHO.OB).

We gave impressive 79%-support to a 2009 shareholder proposal for a shareholder right to call a special meeting. This 79% support even surpassed 58%-support from all shares outstanding.

The above concerns shows there is need for improvement. Reincorporation in North Dakota provides a way to switch to a vastly improved system of governance in a single step. And reincorporation in North Dakota does not require a major capital investment or layoffs to improve financial performance. Please encourage our board to respond positively to this proposal reincorporation in North Dakota—Yes on 5.

RECOMMENDATION OF THE BOARD

        THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ADOPTION OF THIS SHAREHOLDER PROPOSAL FOR THE REASONS SET FORTH BELOW. UNLESS OTHERWISE INDICATED ON YOUR PROXY, YOUR SHARES WILL BE VOTED AGAINST THE ADOPTION OF THIS PROPOSAL.

        The Board of Directors believes that it is in the best interest of Motorola's stockholders to remain incorporated in the State of Delaware where it has been incorporated since 1973. More than 50% of all U.S. publicly traded companies and more than 60% of the Fortune 500 companies have chosen to be incorporated in Delaware. Delaware has adopted comprehensive, modern and flexible corporate laws which are frequently revised to respond to changing legal and business concerns. Delaware courts have established case law and expertise in resolving issues of corporate law, thereby creating greater legal predictability.

        By contrast, the North Dakota Publicly Traded Corporations Act, which is essentially a collection of provisions favored by certain activists for their own agenda, has only been in effect since 2007 and there are very few publicly traded corporations incorporated in North Dakota. Reincorporating in a jurisdiction that is largely unproven, unfamiliar and based on specific activist agendas may have a serious adverse effect on commercial relationships, investor interest, director recruitment and stockholders' interests. Further, if reincorporated in North Dakota, the Company would be forced to litigate in a distant, unfamiliar, inexperienced and untested state, even if the matters did not arise there. The risks to the Company would be particularly heightened because North Dakota law is significantly different from any other state and the Model Business Corporation Act.

        In reviewing each element of corporate governance, the Board does not believe a one-size-fits-all North Dakota approach is the most prudent for the Company. Unlike Delaware, North Dakota does not permit companies to decide for themselves which elements of corporate governance are best suited for their company and stockholders. This is particularly problematic on issues where even corporate governance experts have differing opinions.

        The Board is committed to reviewing specific elements of its corporate governance and making changes when the Board deems them in the best interest of the Company and stockholders. Motorola has been a leading adopter of many corporate governance best-practices, thereby eliminating the proposed purpose for reincorporation. In fact, Motorola already adopted and has held its first annual stockholder advisory vote on executive pay practices (commonly known as a "say-on-pay"), which the proposal strangely seeks to adopt again by unnecessarily reincorporating in North Dakota.

        The Board has determined that the unnecessary costs and unpredictability risks associated with reincorporating in North Dakota outweigh the proponent's argued benefits. Further, the Board has concluded that all of the perceived benefits from reincorporating in North Dakota can be obtained, without the costs and risks associated with reincorporation, by the Company with the tailored, deliberate approach to corporate governance that the Board currently maintains with Delaware incorporation. For these reasons and the others stated above, the Board of Directors recommends that you vote AGAINST the adoption of this shareholder-submitted proposal.

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EQUITY COMPENSATION PLAN INFORMATION

        The following table summarizes the Company's equity compensation plan information as of December 31, 2009. The table does not include information with respect to shares subject to outstanding options granted under equity compensation plans assumed by the Company in connection with mergers or acquisitions where the plans governing the options will not be used for future awards, as described below.

(1)

The weighted-average exercise price does not include outstanding restricted or deferred stock units.

(2)

This includes shares subject to outstanding options granted under the Motorola Omnibus Incentive Plan of 2006 (the "2006 Plan") and prior stock incentive plans no longer in effect for new grants.

(3)

This also includes an aggregate of 54,898,271 restricted or deferred stock units that have been granted or accrued pursuant to dividend equivalent rights under the 2006 Plan and prior stock incentive plans which are no longer in effect for new grants. Each restricted or deferred stock unit is intended to be the economic equivalent of one share of Common Stock.

(4)

This does not include 834,459 outstanding stock appreciation rights ("SARs") of which 564,064 were granted under the 2006 Plan ("2006 Plan SARs") and 270,395 were granted under prior stock incentive plans that are no longer in effect for new grants ("Prior SARs"). These SARs enable the recipient to receive, for each SAR granted, a settlement amount equal to the excess of the fair market value of one share of Common Stock on the date the SAR is exercised over the fair market value of one share of Common Stock on the date the SAR was granted. The settlement amount for the Prior SARs may only be paid in cash. No security is issued upon the exercise of these Prior SARs. The settlement amount of the 2006 Plan SARs is payable in shares of Common Stock. Because the grant price of all 2006 Plan SARs is greater than the closing price of a share of Common Stock on December 31, 2009, these 2006 Plan SARs are not included in the above table.

(5)

Of these shares: (1) 76,188,685 shares remain available for future issuance under the Company's employee stock purchase plan, the Motorola Employee Stock Purchase Plan of 1999, as amended; and (2) an aggregate of 60,475,400 shares remain available for future issuance under the 2006 Plan. In addition to stock options, other equity benefits which may be granted under the 2006 Plan are SARs, restricted stock, restricted stock units, deferred stock units, performance shares and other stock awards. In addition, at the discretion of the Compensation and Leadership Committee, shares of Common Stock may be issued under the 2006 Plan in payment of awards under the Long-Range Incentive Plans.

(6)

The Company's non-stockholder approved plans are: (i) the Motorola Compensation/Acquisition Plan of 2000 (the "C/A Plan"), under which no further grants may be made, and (ii) the inducement exception plan pursuant to NYSE rules for awards granted to Dr. Sanjay K. Jha, Co-Chief Executive Officer and Chief Executive Officer, Mobile Devices and Home business, pursuant to his employment agreement ("Jha Inducement Exception Awards"), under which no further grants may be made. Since its inception, the major purposes of the C/A Plan were to grant awards: (1) to persons newly hired by the Company, and (2) in connection with the acquisition of businesses. Otherwise, grants were generally made by the Company under the Company's stockholder approved incentive plans. Awards could not be made under the C/A Plan to directors or executive officers of the Company. The C/A Plan and the Jha Inducement Exception Awards are more fully described below.

(7)

As of December 31, 2009, there were 27,514 shares subject to outstanding stock options which had been assumed by the Company in connection with acquisition transactions, at a weighted average exercise price of $17.74. These options were issued under equity compensation plans of companies acquired by the Company. No additional options may be granted under these equity compensation plans. The table does not include information with respect to these assumed options.

(8)

This includes 1,444,950 restricted stock units granted to Dr. Jha as an Inducement Exception Award. Each restricted stock unit is intended to be the economic equivalent of one share of Common Stock.

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Compensation/Acquisition Plan of 2000

The Motorola Compensation/Acquisition Plan of 2000 (the "C/A Plan") was initially adopted on November 7, 2000 by the Board of Directors. Upon the adoption of the 2006 Plan, no further grants may be made under the C/A Plan. The C/A Plan provided that awards could be granted to employees of the Company and its subsidiaries who were not executive officers or directors of the Company, in connection with its recruiting and retention efforts. From its inception, the major purposes of the C/A Plan were to grant awards: (1) to persons newly hired by the Company, and (2) in connection with the acquisition of businesses. The C/A Plan permitted the granting of stock options, stock appreciation rights, restricted stock and restricted stock units, performance stock, performance units and other stock awards.

        Awards included options to acquire shares of Common Stock, shares of restricted Common Stock and restricted stock units. Each option granted has an exercise price of 100% of the market value of the Common Stock on the date of grant. Generally, options expire 10 years from the date of grant and vest and become exercisable at 25% increments over four years. Awards of restricted stock or restricted stock units consist of shares or rights to shares of Common Stock. The restrictions on individual grants vary, but are designed so that the awards are subject to substantial risk of forfeiture by the employee.

        Upon the occurrence of a change in control, each stock option outstanding on the date on which the change in control occurs, will immediately become exercisable in full. In addition, the restrictions on all shares of restricted stock or restricted stock units outstanding on the date on which the change in control occurs will be automatically terminated.

Jha Inducement Exception Awards

        The Jha Inducement Exception Awards were made pursuant to the inducement award exception under the New York Stock Exchange rules to induce an executive officer to join the Company. These awards were granted to Dr. Sanjay K. Jha pursuant to his employment agreement and were made in order to attract and retain an executive of his unique caliber and experience. In light of the desire to grant Dr. Jha a significant amount of make-whole and inducement equity awards, the plan limits of the Motorola Omnibus Incentive Plan of 2006 were exceeded and the remaining amounts were granted under the Jha Inducement Exception Awards, consisting of: (i) restricted stock units corresponding to 2,167,422 shares of Common Stock, of which 722,472 restricted stock units vested on July 31, 2009 and the remaining 1,444,950 restricted stock units vest ratably on July 31, 2010 and July 31, 2011, subject to continued employment; and (ii) options to purchase 13,594,884 shares of Common Stock, of which 4,531,622 options became exercisable on July 31, 2009 and the remaining 9,063,262 options vest ratably on July 31, 2010 and July 31, 2011.

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OWNERSHIP OF SECURITIES

Security Ownership of Management and Directors

        The following table sets forth information as of February 28, 2010 (except where otherwise noted), regarding the beneficial ownership of shares of Common Stock by each director and nominee for director of the Company, by the persons named in the Summary Compensation Table (the "Named Executive Officers"), and by all current directors, nominees and executive officers of the Company as a group. Each director, nominee and Named Executive Officer owns less than 1% of the outstanding Common Stock. All current directors, nominees and current executive officers as a group own less than 1% of the outstanding Common Stock.

(1)

Includes shares over which the person currently holds or shares voting and/or investment power but excludes interests, if any, in shares held in the Motorola Stock Fund of the Company's 401(k) Plan and the shares listed under "Shares Under Exercisable Options" and "Stock Units".

(2)

Includes shares under options exercisable on February 28, 2010 and options which become exercisable within 60 days thereafter. Also includes unvested shares under market-based options that only vest if the market price of the Common Stock reaches defined levels.

(3)

Includes stock units which are deemed to be beneficially owned on February 28, 2010 or 60 days thereafter. Stock units are not deemed beneficially owned until the restrictions on the units have lapsed. Each stock unit is intended to be the economic equivalent of a share of Common Stock.

(4)

Unless otherwise indicated, each person has sole voting and investment power over the shares reported.

(5)

Includes interests, if any, in shares held in the Motorola Stock Fund of the Company's 401(k) Plan, which is subject to certain investment restrictions, the shares listed under "Shares Under Exercisable Options" and units listed under "Stock Units".

(6)

Mr. Brown's holdings under "Total Shares Beneficially Owned" include: 1,484,856 stock units that are subject to restrictions and 679,348 unvested market-based options granted on January 31, 2008 that only vest if the market price of the

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Common Stock reaches defined levels as discussed in the footnotes to the "Outstanding Equity Awards at 2009 Fiscal Year End" table. The stock units are excluded from the computations of percentages of shares owned because the restrictions lapse more than 60 days after February 28, 2010.

(7)

Dr. Jha's holdings under "Total Shares Beneficially Owned" include 2,617,259 stock units that are subject to restrictions. These units are excluded from the computations of percentages of shares owned because the restrictions lapse more than 60 days after February 28, 2010.

(8)

Mr. Fitzpatrick's holdings under "Total Shares Beneficially Owned" include 197,036 stock units that are subject to restrictions. These units are excluded from the computations of percentages of shares owned because the restrictions lapse more than 60 days after February 28, 2010.

(9)

Mr. Liska forfeited all equity awards on February 19, 2009 in connection with his involuntary termination for cause. For further details, see "Employment Offer Agreement and Termination of Paul J. Liska".

(10)

Mr. Delaney's holdings under "Total Shares Beneficially Owned" include 382,950 stock units that are subject to restrictions. These units are excluded from the computations of percentages of shares owned because the restrictions lapse more than 60 days after February 28, 2010.

(11)

On March 5, 2010, as a result of his decision to leave the Company, Mr. Moloney forfeited unvested options, vested options granted before May 2005 and unvested restricted stock units. These forfeited options and restricted stock units are not included in the table.

(12)

Mr. Lawson's holdings under "Total Shares Beneficially Owned" include 185,100 stock units that are subject to restrictions. These units are excluded from computation of percentages of shares owned because the restrictions lapse more than 60 days after February 28, 2010.

(13)

Ms. Lewent does not have investment power over 264 of these shares.

(14)

Mr. Meredith's holdings under "Total Shares Beneficially Owned" include 133,910 stock units that are subject to restrictions. These units are excluded from computation of percentages of shares owned because the restrictions lapse more than 60 days after February 28, 2010.

(15)

Mr. Scott does not have investment power over 12,177 of these shares.

(16)

Mr. Warner does not have investment power over 4,245 of these shares.

(17)

Dr. John White has shared voting and investment power over 30,551 of these shares and shared voting and no investment power over 540 of these shares.

(18)

All directors, nominees and current executive officers as a group have: sole voting and investment power over 2,372,770 of these shares and shared voting and investment power over 48,593 of these shares. Included under "Total Shares Beneficially Owned" are 5,363,689 stock units that are subject to restrictions. Each stock unit is intended to be the economic equivalent of a share of Common Stock. These units are excluded from the computations of percentages of shares owned because the restrictions lapse more than 60 days after February 28, 2010.

        No directors, nominees or current executive officers have pledged shares of Motorola Common Stock pursuant to any loan or arrangement where there is an expectation that the loan or arrangement may be repaid by foreclosure or other recourse to the shares of Motorola Common Stock.

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Security Ownership of Principal Shareholders

        The following table sets forth information with respect to any person who is known to be the beneficial owner of more than 5% of the Company's Common Stock.

(1)

Solely based on information in a Schedule 13G/A dated February 12, 2010 filed with the Securities and Exchange Commission ("SEC") by Dodge & Cox. The Schedule 13G/A indicates that as of December 31, 2009, Dodge & Cox was the beneficial owner with sole dispositive power as to 228,748,896 shares, with sole voting power as to 217,355,459 of such shares and shared voting power as to 462,300 of such shares.

(2)

A Schedule 13D/A was filed with the Securities and Exchange Commission on May 7, 2008, amending a Schedule 13D previously filed on February 6, 2008 and amended on March 5, 2008 (as amended, the "Icahn Schedule 13D"), filed jointly by Carl C. Icahn and the following related entities (collectively, the "Reporting Persons"): (a) High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc. and Beckton Corp., each of whose address is White Plains Plaza, 445 Hamilton Avenue-Suite 1210, White Plains, NY 10601, and (b) Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP, and Icahn Partners Master Fund III LP, each of whose address is c/o Walkers SPV Limited, P.O. Box 908GT, 87 Mary Street, George Town, Grand Cayman, Cayman Islands.

(3)

Solely based on information in the Icahn Schedule 13D, as of the date of the Icahn Schedule 13D, information in Form 13F-HR filed by Icahn Capital on February 12, 2010 with the Securities and Exchange Commission for the period ending December 31, 2009, and information from the holder.

(4)

Solely based on information in a Schedule 13G dated January 29, 2010 filed with the SEC by BlackRock, Inc. The Schedule 13G indicates that as of December 31, 2009, BlackRock, Inc., through its acquisition of Barclays Global Investors and certain of its affiliates from Barclays Bank PLC, was the beneficial owner with sole voting and dispositive power as to 123,135,072 shares.

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COMPENSATION DISCUSSION AND ANALYSIS

Introduction

        In 2009, recognizing the challenging global economic and business climate, we implemented difficult rewards actions to suspend merit increases in most countries, freeze the U.S. defined benefit pension plan, and suspend the Company match of employee contributions to the U.S. 401(k) Plan. In January 2010, we made the decision to continue the suspension of annual salary increases in most countries, including the U.S. These tough decisions impacted substantially all employees, including the Named Executive Officers ("NEOs"). At the same time, we focused rewards programs to retain and motivate employees while providing a strong link between pay and performance and alignment to stockholders' interests.

        Specifically, in 2009, we (1) increased focus on cash conservation as a performance goal for the 2009 Motorola Incentive Plan ("MIP"), (2) tailored the MIP goal criteria for each NEO to maximize business performance and recognize their Company-wide role, (3) adjusted the portfolio of long-term incentive vehicles so that awards to NEOs are optimized only when absolute stock price growth is combined with best-in-class performance against the Company's peers, particularly by amending the long-range incentive plan, (4) increased stock ownership guidelines for senior management to further align their interests with the interests of stockholders, and (5) implemented a stock option exchange program that provided a renewed stake in the Company and fostered retention for employees that participated in the program (none of the NEOs were eligible to participate in the program).

        The Company is in a unique management situation under the leadership of two Co-CEOs. This situation is necessitated by anticipation of the separation of the Company into two independent, publicly traded companies. Significant compensation opportunities for our Co-CEOs, Mr. Brown and Dr. Jha, have been crafted to be contingent on our business strategy to separate into two independent, publicly traded companies, which remains a Company priority. Pursuant to their employment agreements, each Co-CEO has contingent equity awards that are only granted upon successful completion of the separation. The annual equity grants made to Mr. Brown in 2009 are linked to this business strategy, with the vesting of such awards tied to the timing of the separation. No annual equity grant was made to Dr. Jha in 2009, recognizing his accumulated awards, which provided necessary incentive for him to join Motorola.

        Our Co-CEOs also recognize the challenging global economic and business climate. Both Mr. Brown and Dr. Jha voluntarily agreed to reduce their base salary by 25% from $1,200,000 to $900,000 during 2009 and 2010.

General Compensation Philosophy

        Our general compensation philosophy is to provide world-class reward strategies and programs that attract, retain and motivate the right people, in the right places, at the right time. We strive to provide a total compensation package that is competitive with the prevailing practices for the industries and countries in which we operate, allowing for above average total compensation when justified by business results and individual performance.

Executive Compensation Guiding Principles

        Our general compensation philosophy is further guided by the following principles specific to our executives:

•

a strong link between pay and performance—both at the Company and the individual level;

•

the opportunity to receive total compensation above the prevailing market median for outstanding Company performance and the correlation of total compensation with the level of success achieved;

•

strongly differentiated pay for superior performers that is proportional to their contributions to the Company's success;

•

alignment of our executives' and our stockholders' interests to encourage management of the Company from the perspective of owners with a meaningful equity stake;

•

a competitive total rewards package that enables us to attract, motivate and retain high-performing talent and that is competitive with other large-cap, high-tech companies;

•

appropriate incentives and compensation plans aligned with the Company's goals that avoid excessive risk taking and risk exposure;

•

retention of high performers through meaningful wealth creation opportunities; and

•

a simple and cost-efficient program design.

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Components of Our Compensation Program

        The compensation program for our Named Executive Officers consists of:

•

base salary;

•

short-term incentives through our annual Motorola Incentive Plan (the "MIP");

•

long-term incentives through our Long-Range Incentive Plans (the "LRIP") and equity grants;

•

executive benefits and perquisites; and

•

broad-based employee benefits.

        With each component of our compensation program, we strive to align the interests of our executives with the interests of our stockholders—by attracting and retaining qualified individuals, by focusing on short-term and long-term performance goals, by requiring significant ownership in the Company, and by linking individual performance to the Company's performance.

The Role of the Compensation and Leadership Committee and Executive Officers in Determining Compensation

        Motorola's senior leadership team, comprised of the Co-Chief Executive Officers (each a "Co-CEO" and, together, the "Co-CEOs") and certain executives designated by the Co-CEOs, provides recommendations regarding the design of the Company's compensation program to the Compensation and Leadership Committee (the "Committee"). Additionally, the Committee's compensation consultant provides input on these recommendations from time to time. Upon Committee approval, the senior leadership team is responsible for executing the objectives of the approved compensation program. Each member of Motorola's senior leadership team approves all compensation actions for his or her respective part of the organization and is accountable for compliance with established governance procedures.

        The Co-CEOs are responsible for recommending all compensation actions involving any member of the senior leadership team or any officer subject to Section 16(a) of the Securities Exchange Act of 1934 (a "Section 16 Officer") to the Committee for its approval, including any modifications to their compensation. The Co-CEOs take an active role in Committee meetings at which compensation actions involving these officers are discussed. The Committee's independent compensation consultant, Compensation Advisory Partners LLC ("Compensation Advisory Partners"), previously consultants at Mercer, also participates in these Committee meetings.

        The Global Rewards department in Motorola's Human Resources organization, together with our Senior Vice President, Human Resources and the Committee's independent compensation consultant, prepares recommendations regarding Co-CEO compensation for the Committee. Neither Co-CEO is involved in the preparation of recommendations related to his compensation and does not participate in the discussions regarding his compensation at Committee meetings. The Committee is responsible for bringing recommended compensation actions involving the Co-CEOs to the Board for its concurrence. The Committee cannot unilaterally approve compensation or compensation changes for the Co-CEOs without the Board's concurrence.

Our Compensation Mix

        We measure the competitiveness of our total direct compensation (base salary + target short-term incentive opportunity + target long-term incentive opportunity) against high-tech market practices. In 2009, total direct compensation levels for each executive position are targeted at the 50^th percentile of similar positions in our comparator group, consisting of 16 large-cap, high-tech companies. We structure our compensation mix to be market competitive for each compensation element. Both base salary and incentives (including annual and long-term incentives) are generally targeted at the 50^th percentile of the comparator group, but the exact percentile may differ by individual.

        However, as described in more detail below, the Committee, primarily on the recommendation of management for positions other than CEO, has the discretion to set total compensation above or below the targeted percentile of similar positions in our comparator group when the value of the individual's experience, performance and specific skill set justifies variation. As a result, competitively superior pay is awarded to those executives who earn it through performance, and the greatest retention value is invested in our strongest performers.

        The cost of our compensation program impacts our financial performance. As a result, we continue to remain focused on ensuring that our compensation program is optimized to motivate employees to improve our results on a cost-effective basis without encouraging excessive risk taking.

        We also recognize the need to balance the components of our compensation program appropriately depending on an individual's position and ability to impact the Company's results. Accordingly, our compensation program is generally structured so that more than three-fourths of our Named Executive Officer's targeted total compensation is "at risk" (in the form of equity grants and awards under LRIP and MIP) and is dependent upon the Company's results and stock price.

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        Annually, at the beginning of each year when the Committee reviews salary increases for that year, the Committee reviews an outline of each element of compensation granted and total overall compensation for each member of the senior leadership team. In early 2010, the Committee reviewed the total compensation outline provided by Compensation Advisory Partners.

        The compensation package for Dr. Sanjay Jha is an exception to the Company's general pay mix principle. Unique circumstances demanded the Company attract a top quality leader for our Mobile Devices business, particularly in light of the planned separation of Motorola into two independent, publicly traded companies. The Committee determined it was necessary to have a competitive and compelling compensation package involving a significant amount of "at-risk" equity awards. Attracting Dr. Jha to Motorola required both guaranteeing certain elements of compensation and also providing inducements to take on the additional risk of leading a turnaround. We believe Dr. Jha will successfully lead the Mobile Devices business during its transition and is one of very few industry leaders qualified to meet this challenge. Due to the weak economic environment, the planned separation of the Company into two independent, publicly traded companies was delayed and the Company announced on February 11, 2010 that the separation is now expected to be completed in the first quarter of 2011. These unique circumstances required amendments to the terms of Dr. Jha's original employment agreement to ensure that economic incentives were aligned to incent Dr. Jha to remain at the Company. On February 11, 2010, Dr. Jha's employment agreement was amended to extend the date by which the separation was previously expected to be completed. For further details see "Employment Agreement with Sanjay K. Jha".

The Impact of Compensation Amounts Realizable on the Other Elements of Compensation

        We deliberately design our compensation program to attract, retain and motivate high-quality talent. In making compensation decisions, the Committee reviews and benchmarks total compensation against our comparator group. We follow a policy of ensuring that total compensation, as well as each element comprising total compensation, is competitive. As a result, we do not specifically limit one element of compensation in response to the amounts potentially realizable under other compensation elements. However, we place certain limits on benefits available under our life and disability plans and our investment plans, including our pension plans, while ensuring competitiveness in the marketplace. Our "qualified" plans are also subject to IRS limits.

Compensation Benchmarking

        The individual elements, as well as the total direct compensation, of our rewards program for Named Executive Officers are benchmarked against our comparator group. We strive to award both competitive forms of compensation (base salary, short-term incentive compensation and long-term incentive compensation) and to ensure that the individual elements comprising our compensation are competitively positioned in the marketplace.

        Our comparator group consists of 16 large-cap, high-tech companies that, in the aggregate, both the Company and the Committee believe best represent our portfolio of businesses and our competition for executive talent. We believe using our comparator group for our Named Executive Officers in the United States is an appropriate method to understand the executive talent market in which we must compete to attract and retain top-quality talent. The Committee reviews the composition of the comparator group annually to determine if any changes are necessary. Since 2000, we have sought to more closely align our compensation program with that of our large-cap, high-tech peers.

        In 2009, our comparator group consisted of the following companies: Alcatel-Lucent, Apple, Inc., Cisco Systems, Inc., Dell Inc., EMC Corp., LM Ericsson Telephone Co., Hewlett Packard Co., Intel Corp., International Business Machines Corp., Microsoft Corp., Nokia Corp., Nortel Networks Corp., Oracle Corp., QUALCOMM Inc., Sun Microsystems, Inc. and Texas Instruments Inc. Based upon the markets in which we compete for executive talent within our industries, the Committee approved our comparator group, and Mercer, the Committee's compensation consultant at the time, confirmed that the companies comprising the comparator group were appropriate.

        In addition to our comparator group data, we also gather and analyze supplemental compensation market data from multiple survey sources in order to obtain a more complete picture of the overall compensation environment for the broader executive group and, from time to time, for the Named Executive Officers. During 2009, we utilized supplemental data for some of the Named Executive Officers that was gathered from the following survey sources:

Cash Compensation and Long-Term Incentive Compensation Survey Sources

•

CHiPS Executive & Senior Management Total Compensation Survey, published by Pearl Meyer & Partners, a Clark Consulting Practice;

•

Towers Perrin Compensation Data Bank® (CDB) Executive Compensation Database;

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•

Radford Executive Survey Custom Compensation Report, published by Radford, an Aon company; and

•

2009 US Global Premium Executive Remuneration Suite, published by Mercer.

        Because these surveys contain competitive compensation market data on a number of companies spanning a number of different industries, our market analysis involves narrowing the available data to "cuts" that most accurately reflect our competitive labor market.

        The "data cuts" for the supplemental data used for some of the Named Executive Officers during 2009 were:

•

the 16 large-cap, high-tech companies that comprise our comparator company group and participate in the above surveys;

•

an expanded comparator company group that includes other high-tech companies (e.g., Google Inc., Palm, Inc., Advanced Micro Devices Inc.);

•

technology companies generally with annual revenue greater than $1 billion; and

•

large-cap companies with annual revenue in the $1 billion to $50 billion range.

        We strongly believe in engaging the best talent for critical functions, which may require negotiations with individual executives who have significant retention packages in place with other employers. In order to compensate these individuals for the compensation that they would forfeit by terminating their then-current employment, the Committee, on the recommendation of management, may determine that it is in the Company's best interest to offer compensation packages that deviate from our general compensation principles in order to recruit executive talent.

        The Committee, on the recommendation of management, may determine it is appropriate to provide certain individuals with compensation outside of our normal cycles. The Committee makes such decisions based on:

•

increased responsibilities or job changes related to shifts in our strategic priorities,

•

retention of critical talent, and

•

strategic investment in individuals identified as candidates for our leadership succession plans.

        Accordingly, for some Named Executive Officers, the individual compensation elements are above and below the target of the 50^th percentile. In determining actual compensation for a Named Executive Officer, the Committee considers such Named Executive Officer's role, responsibilities, experience, performance, and skill set in making its judgment of the Named Executive Officer's value to our Company and in the marketplace. These determinations are generally subjective, and the Committee does not rely on formulaic weighting of these factors in making its compensation decisions. Rather, the Committee uses these factors to provide an overall context for its decisions on specific elements of compensation.

Independent Consultant Review of Executive Compensation

        The Committee has the discretion, to the extent deemed necessary and appropriate, to retain and terminate compensation consultants, outside counsel or other advisors, including the sole authority to approve fees and other retention terms for any such consultant, counsel or advisor. The Committee's practice is to engage an external independent consultant to complete an evaluation of our compensation program on a periodic basis, typically every one or two years, and to annually review the specific compensation of our Co-CEOs and our Co-CEOs' senior leadership team. During 2009, the Committee chose to engage a new compensation consulting firm (discussed further below), a decision solely made by the Committee without recommendation from management.

        The Committee's compensation consultant has been Compensation Advisory Partners since September 2009. Compensation Advisory Partners is independent from the Company and reports directly to the Chair of the Committee. The Committee's current compensation consultants from Compensation Advisory Partners also served as the Committee's consultant as employees of Mercer up until September 2009. The Committee believes that Compensation Advisory Partners is the appropriate consultant to review and assist in the development of our compensation program. Compensation Advisory Partners does not have any other business relationships with the Company and no additional business relationships are expected in the future. When appropriate, the Committee has discussions with Compensation Advisory Partners without management present to protect impartiality.

        Prior to September 2009, the Committee's compensation consultant was Mercer. The Company's 2009 expenditures with Marsh & McLennan Companies, which includes affiliates of Mercer, were approximately $2.1 million, of which approximately 8% or $170,000 was paid to Mercer for work with the Committee and 92% or $1.93 million was paid to Marsh & McLennan affiliates for other work.

        Management reports to the Committee regarding any fees for unrelated services and products purchased from Mercer, but the Committee does not preapprove such services. The most recent review took place in July 2009. The Committee reviewed the services Mercer provided Motorola and other matters of

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judgment to ensure Mercer's objectivity in advising the Committee.

2010 Executive Compensation Review

        In January 2010, the Committee engaged Compensation Advisory Partners to independently review our executive rewards program and the compensation of our senior leadership team, including the Named Executive Officers. Compensation Advisory Partners' 2010 executive compensation review studied: (1) the relationship between our actual 2008 senior executive compensation levels and the Company's performance using available proxy data at that time, (2) the competitiveness of our target executive pay program for 2009 in light of our executive compensation strategy, and (3) the competitiveness of our "pay mix", long-term incentive compensation ("LTI") mix, equity grants and LTI performance metrics compared to the market.

        Compensation Advisory Partners reviewed the following compensation components in its competitive assessment:

•

base salary;

•

annual bonus (target annual bonus opportunity);

•

total cash compensation (base salary + target annual bonus opportunity);

•

LTI (long-range incentive compensation target opportunity plus equity compensation); and

•

total direct compensation (total cash compensation + LTI).

        Compensation Advisory Partners relied on the peer company proxy data to determine the competitive positioning for our compensation relative to the market for our Named Executive Officers. Each position reviewed matched the market and was reviewed based on position, responsibility and the scope of the business for which the position was responsible.

Pay and Performance Relationship

        Compensation Advisory Partners' study found that our compensation structure is highly leveraged so that strong Company performance leads to above-market pay and weak Company performance results in below-market pay. Compensation Advisory Partners found that, overall, Motorola's business-based performance on select metrics was below the 25^th percentile of our peers for 2008 based on twelve key financial metrics of success.

        Compensation Advisory Partners also found that actual total cash compensation (2008 base salaries plus 2008 actual bonus) for our current named executive officers that were also in the 2008 Proxy Statement was below the 25^th percentile of the competitive market and aligned with performance. Our total compensation (cash and equity) on a present value basis (2008 base salary plus 2008 actual bonus and 2009 LTI value), was generally between the median and 75^th percentile of the peer group.

2009 Target Pay Levels Relative to Market and Compensation Strategy

        Compensation Advisory Partners' study found that for the Named Executive Officers:

•

Competitive benchmarking results show that our target total compensation program is generally positioned between the market median and the 65^th percentile.

•

Base salaries and target annual cash compensation opportunities are below the market median.

•

Long-term incentives approximate the 65^th percentile.

2009 Pay Mix and Program Provisions Compared to the Market

        Compensation Advisory Partners' study found that:

•

Our total target pay mix has a slightly greater emphasis on the LTI component, due to promotion-related awards granted to the Named Executive Officers during 2009; when the promotion-related awards are excluded, the pay mix is more in line with peers. Our LTI mix is fairly well aligned to peers when excluding the promotional awards made in 2009.

•

Our annual equity use (run rate) increased in 2009 and exceeded the 75^th percentile of our peer group. This is due in large part to a lower Motorola stock price and the stock option exchange program that took place during 2009.

        Beginning in 2009, we shifted our pay philosophy from targeting the 65^th percentile to targeting the market median for total direct compensation levels as well as each individual component. As we continue the shift to a median pay philosophy, as our Named Executive Officer population stabilizes, and as we continue to shift to a consistent mix of LTI vehicles, we expect our actual pay to be better aligned with actual performance and target pay levels and pay mix to approximate the median of our peer group.

        The Committee agreed with the conclusions from Compensation Advisory Partners study and, as discussed below, relied on the study's findings in setting the 2010 compensation levels for our senior leadership team.

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Base Salary

        Base salary levels for each Named Executive Officer are generally targeted at the 50^th percentile of the comparator group, but the exact percentile may differ by individual. As such, the base salaries for our senior leadership team, including the Named Executive Officers, were established in accordance with an external market competitiveness analysis by Compensation Advisory Partners. As previously described, the Committee, on the recommendation of management, has the discretion to deviate from the targeted percentile range when a Named Executive Officer's experience, performance and specific skill set justifies variation. In January 2009 and January 2010, in response to economic realities, annual salary increases were not provided to employees, including the Named Executive Officers, in the United States and most other countries, except when warranted for promotions.

Mr. Brown's Base Salary

        In late 2008, Mr. Brown voluntarily agreed to reduce his base salary for 2009 by 25% from $1,200,000 to $900,000. In January 2010, Mr. Brown voluntarily agreed to have his base salary remain at the reduced level of $900,000 for 2010.

Dr. Jha's Base Salary

        In late 2008, Dr. Jha voluntarily agreed to reduce his base salary for 2009 by 25% from $1,200,000 to $900,000. In January 2010, Dr. Jha voluntarily agreed to have his base salary remain at the reduced level of $900,000 for 2010.

Mr. Fitzpatrick's Base Salary

        In January 2009, Mr. Fitzpatrick's base salary increased from $253,000 to $400,000 in connection with his promotion to Senior Vice President, Corporate Controller. In February 2009, Mr. Fitzpatrick was named Senior Vice President, Corporate Controller and Acting Chief Financial Officer, but no base salary or other compensation actions were taken. Effective October 2009, Mr. Fitzpatrick's base salary increased from $400,000 to $450,000 in connection with his promotion to Senior Vice President and Chief Financial Officer. In January 2010, the Committee decided that Mr. Fitzpatrick's base salary of $450,000 would not be increased at that time.

Mr. Liska's Base Salary

        Mr. Liska's annual base salary was $750,000 in 2009. On February 2, 2009, Mr. Liska was replaced as Chief Financial Officer and ceased to be an executive officer. On February 19, 2009, Mr. Liska was terminated from the Company. For a discussion of Mr. Liska's termination, see "Employment Offer Agreement with and Termination of Paul J. Liska".

Mr. Delaney's Base Salary

        In January 2009, Mr. Delaney's base salary increased from $510,000 to $575,000 in connection with his promotion to Executive Vice President, Enterprise Mobility Solutions. In January 2010, the Committee decided that Mr. Delaney's base salary of $575,000 would not be increased at that time.

Mr. Moloney's Base Salary

        Mr. Moloney's annual base salary was $600,000 in 2007, 2008, and 2009. In January 2010, the Committee decided that Mr. Moloney's base salary would not be increased at that time. On March 5, 2010, Mr. Moloney left the Company.

Mr. Lawson's Base Salary

        Mr. Lawson's annual base salary was $540,000 in 2007, 2008, and 2009. In January 2010, the Committee decided that Mr. Lawson's base salary would not be increased at that time.

Short-Term Incentives

        The Motorola Incentive Plan ("MIP") is a cash-based, pay-for-performance annual incentive plan that was initiated in January 2002 and applies to all of our regular employees (excluding those employees participating in a sales incentive plan), including the Named Executive Officers. This discussion of MIP relates to MIP awards granted in 2009 under the 2009 MIP Plan approved by the Committee in March 2009 (the "2009 MIP"). For information regarding the impact of Section 162(m) of the Internal Revenue Code on awards granted under MIP, see the discussion set forth under "The Impact of Favorable Accounting and Tax Treatment on Compensation Program Design".

        Similar to many of our competitors, we use our annual incentive plan, MIP, to reward employees for their contributions to strong annual business performance. Through MIP, we strive to promote teamwork and strengthen our financial performance. Moreover, MIP supports our goals of: attracting and retaining the talent we need to succeed; focusing employees' attention on critical business goals; sharing the financial benefits of superior performance; and providing pay that is competitive with our comparator companies.

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MIP Incentive Formula

        The payout value of awards under MIP is based on the following incentive formula:

MIP Individual Incentive Target

        The MIP Individual Incentive Targets are based on market-competitive data and are established as a percentage of eligible earnings (generally, base salary). At the beginning of each year, the Committee designates individual target levels for each of our Named Executive Officers. For 2009, Individual Incentive Targets for each Named Executive Officer were generally targeted at the 50^th percentile of the comparator group, but the exact percentile may differ by individual.

        For 2009, the Individual Incentive Targets for our Named Executive Officers ranged from 75% to 220% of base salary, depending on the responsibilities of each individual's position, as set forth below:

(1)

Pursuant to the terms of his employment agreement, Dr. Jha was entitled to a minimum 2009 MIP award of $1,200,000.

(2)

Mr. Liska was not eligible for the 2009 MIP.

        The Individual Incentive Targets for our Named Executive Officers were established by the Committee based on Mercer's market competitiveness analysis in January 2009.

MIP Business Performance Factor

        At the beginning of each year, the Committee establishes MIP-related Business Performance Factor targets for both the Company as a whole and for specified business units. For 2009, due in large part to the challenging macroeconomic environment and difficult business conditions, the Committee placed an increased focus on cash conservation by applying a higher weighting (35%) to the Business Performance Factor relating to cash flow than it had in previous years. For 2009, in general, the Business Performance Factor applicable to employees in each of our businesses was based on the performance of their particular business unit against the established performance targets. For corporate employees, the Business Performance Factor was based on the performance of total Motorola against the established performance targets.

        The 2009 MIP Business Performance Factors for each of our Co-CEOs had one component based on the performance of the Broadband Mobility Solutions ("BMS") business, which is led by Mr. Brown, and one component based on the performance of the Mobile Devices ("MDb") business, which is led by Dr. Jha. The performance metrics necessary to achieve the minimum, maximum and target payouts applicable to each of these businesses were the same for each of the Co-CEOs. In the case of both Mr. Brown and Dr. Jha, their Business Performance Factor had a higher weighting (70%) on the performance of the business led by the particular Co-CEO, reflecting the fact that the Co-CEO had the greatest impact on the results of his own business. Although each Co-CEO has a lower weighting (30%) placed on the performance of the business he does not lead, the performance of that business was included in his Business Performance Factor due to his ability to impact the performance of total Motorola. Dr. Jha's actual 2009 MIP award of $1,200,000 reflects the minimum payment he was guaranteed pursuant to the terms of his employment agreement, as amended.

        The 2009 MIP Business Performance Factor for Mr. Delaney and Mr. Moloney was weighted 70% on the performance of the BMS business (which, in 2009, included the Enterprise Mobility Solutions business led by Mr. Delaney and the Home and Networks business led by Mr. Moloney) and was weighted 30% on the performance of the MDb business. Although greater weight was placed on the BMS business, where Mr. Delaney and Mr. Moloney are able to have a more direct impact on business performance, the performance of the MDb business was included in their Business Performance Factor due to their ability to impact the performance of total Motorola. In addition, because Mr. Delaney and Mr. Moloney have a more indirect impact on the performance of the MDb business, the performance metrics necessary for them to achieve the minimum, maximum and target payouts applicable to the MDb component of their Business Performance Factor vary from those applicable to the Co-CEOs and MDb employees.

        Since they are corporate employees with responsibilities that relate equally to all Motorola businesses, the 2009 MIP Business Performance Factor for Mr. Fitzpatrick and Mr. Lawson is based on the performance of total Motorola (i.e., BMS+MDb) against the established performance targets for total Motorola.

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        In 2009, the MIP Business Performance Factor measures and their relative weights for the NEOs were:

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Operating Earnings (65% weight): which is calculated as operating earnings according to generally accepted accounting principles ("GAAP"), excluding the effect of the following items: (i) reorganization, asset impairment, extraordinary, unusual and/or non-recurring items of gain or loss, separately identified in the Company's quarterly earnings press releases, (ii) changes in tax or accounting regulations or laws, (iii) the effect of discontinued operations, (iv) the effect of a significant merger or acquisition, and (v) expenses related to the issuance of employee stock options and MOTshare, intangible amortization, and unallocated incentive and function costs.



•

Controllable Free Cash Flow (35% weight): which is calculated as operating cash flow according to GAAP, excluding cash flow related to: (i) income taxes, (ii) non- operating income or expense, and (iii) unallocated incentive and function costs, less Capital Expenditures. (A Capital Expenditure is defined as the original cost of acquiring property, plant and equipment, as reported in the investing section of the cash flow statement per GAAP).

        The following tables set forth the minimum, maximum and target levels for each of the 2009 MIP Business Performance measures that pertain to each of the Named Executive Officers, as well as the actual 2009 performance levels. Assuming business performance meets the minimum threshold for a payout, the Business Performance Factor formula allows for a range of 20% of the established target award level (at the minimum level of performance) to 130% of the established target award level (at the maximum level of performance).

2009 MIP Business Performance Factors:

 

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