A full-time or part-time Employee of the Company assigned to a Participating Organization;

Not a participant in any other annual group incentive or bonus plan (e.g., sales incentive plans, etc.); and

The Employee must meet one of the following conditions:

The Employee is active on a Company payroll as of the date that the award is paid;

The Employee is on a Leave of Absence as of the date that the award is paid;

The Employee Retired from the Company during the Plan Year while actively employed or from a Leave of Absence;

The Employee died during the Plan Year while actively employed by the Company or while on a Leave of Absence;

The Employee separated from the Company during the Plan Year under certain circumstances in connection with a reduction in force or restructuring, which circumstances are described in the “Administration” section below; or

The Employee separated from the Company during the Plan Year under certain circumstances in connection with a Divestiture, which circumstances are described in the “Administration” section below.

Eligible

Earnings

Target Award

Percentage

Business

Performance Factor

Individual

Performance Factor

Performance measures – the specific financial and/or non-financial measures that will be used to determine the Business Performance Factors for that year, and the relative weighting of each measure.

Payout scales – for the Company and its business units, the specific performance minimums, targets, and maximums and the corresponding percentage payout.

All awards will be paid in cash. Payment will be made as soon as administratively practical during (and, in the absence of unforeseeable circumstances, not later than April 30th of) the calendar year immediately following the close of a Plan Year (unless a Participant makes an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Internal Revenue Code of 1986, as amended, to defer payment of a portion of the Participant’s award, in which case such payment, if any, shall be made in accordance with such election).

A Participant does not earn, and shall have no right to receive, any award payment under this Plan until that award is paid, and the maximum Plan award, in the case of any Participant who is a Covered Person, shall not exceed the amount that the Committee determines according to Schedule 1 based on its application of the formula set forth above under “Award Guidelines” to such Participant.

Awards are subject to all applicable withholding taxes and other required deductions, as determined by the Company in its discretion.

The Plan will not be available to Employees who are subject to the laws of any jurisdiction which prohibits any provisions of this Plan or in which tax or other business considerations make participation impracticable in the judgment of the MIP Committee.

This Plan does not constitute a guarantee of employment nor does it restrict the Company’s rights to terminate employment at any time or for any reason.

The Plan and any individual award are offered gratuitously at the sole discretion of the Company. The Plan merely serves as a general guide for determining individual awards, and does not create vested rights of any nature nor does it constitute a contract of employment, a promise for earned income, or a contract of any other kind. The Plan does not create any customary concession or privilege to which there is any entitlement from year-to-year, except to the extent required under applicable law. Determination of a specific award amount does not create an earned or vested right in any Participant to payment on or before such date in which such award is paid. Nor does the Plan restrict the Company’s rights to increase or decrease the compensation of any Employee, except as otherwise required under applicable law.

Except as explicitly provided by law, the awards under this Plan shall not become a part of any employment condition, regular salary, remuneration package, contract or agreement, but shall remain gratuitous in all respects. Awards are not to be taken into account for determining overtime pay, severance pay, termination pay, pay in lieu of notice, or any other form of pay or compensation.

Except as explicitly provided by law, this Plan is provided at the Company’s sole discretion and the CLC may modify or terminate the Plan at any time, prospectively or retroactively,

without notice or obligation for any reason (subject to the discretion of the MIP Committee to take any of the foregoing action at any time and from time to time with respect to Participants other than Covered Persons). In addition, there is no obligation to extend the Plan or establish a replacement plan in subsequent years.

All awards to Covered Persons are subject to the terms and conditions of the Recoupment Policy. The Recoupment Policy provides for determinations by the Company’s independent directors of a Policy Restatement. In the event of a Policy Restatement, the Company’s independent directors may require, among other things, reimbursement of the gross amount of any bonus or incentive compensation paid to the Covered Person hereunder if and to the extent the conditions set forth in the Recoupment Policy apply. Any determinations made by the independent directors in accordance with the Recoupment Policy shall be binding upon the Covered Person. The Recoupment Policy is in addition to any other remedies which may be otherwise available at law, in equity or under contract, to the Company.

The Plan shall not be funded in any way. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of awards. To the extent any person acquires a right to receive payment under the Plan, such right will be no greater than the right of an unsecured general creditor of the Company.

Award opportunities may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

The CLC has the overall responsibility for administering and amending this Plan, subject to the following:

Except to the extent the potential award to a Participant who is a Covered Person for a Plan Year could be increased (such increases being prohibited after the 90th day of such Plan Year), the CLC, in its discretion, can for good reason modify the Business Performance Factors at any time on or before the Company’s payment of awards for the associated Plan Year, and can at any time and from time to time include or exclude individual items from the calculation of the Business Performance Factors.

The CLC has delegated to the MIP Committee the authority to manage the day-to-day administration of the Plan including without limitation the discretionary authority to (i) administer and interpret the terms of the Plan, and (ii) amend the Plan only as necessary or desirable to reflect any ministerial, administrative or managerial functions; provided that any such amendment does not alter the Business Performance Factor once established by the CLC for any Plan Year and provided that any such amendment does not increase the total payout under the Plan unless such increase is minor and due to increased Target Award Percentages, additional Participants, or other administrative changes.

The CLC delegates to the Chief Executive Officer of the Company the authority to make adjustments to (i) the final Business Performance Factors, and (ii) any Individual Performance Factors for Participants other than himself, including the authority to adjust any Individual Performance Factor for any Participant in excess of the 3x multiple described above; provided, however, that such adjustments shall be subject to approval by the CLC, and shall not (I) increase the amount payable to any Covered Person, or (II) change the aggregate cost of Plan awards beyond ten percent (10%) above or below the aggregate amount generated by application, to the Company’s full year performance results, of the performance measures and payout scales as approved by the CLC.

The CLC will approve the final Business Performance Factors, following a review of the underlying calculations, including any adjustments to the performance measures during the course of or with respect to the performance year.

The CLC will approve at the close of the Plan Year the aggregate dollar payout amount. Approval of the aggregate dollar payout amount does not

create an earned or vested right to payment in any Participant and individual awards are subject to modification in accordance with the terms set forth above, on or before the date on which such awards are paid.

Notwithstanding the foregoing, the CLC specifically reserves to itself the authority to set the initial Target Award Percentage and to determine any final award payment for any Participant who is a Covered Person.

Any claims for payments under the Plan or any other matter relating to the Plan must be presented in writing to the MIP Committee within 60 days after the event that is the subject of the claim. The MIP Committee will then provide a response within 60 days, which shall be final and binding.

Because employee retention is an important objective of this Plan and awards do not bear a precise relationship to time worked within the calendar year, individual performance during the Plan Year, or length of service with the Company, the following guidelines apply to Participants who separate from employment (payroll) prior to the end of the Plan Year:

If the reason for separation is death or Retirement, whether or not the Participant is then on a Leave of Absence, the Participant shall be eligible for a pro rata award using Eligible Earnings for the time actually worked during the Plan Year. Any such award payable on behalf of a deceased Participant shall be paid to the decedent’s estate.

If (i) the reason for the Participant’s separation from employment is a reduction in force or restructuring, and (ii) the Participant receives separation pay and/or benefits as part of a group-wide voluntary or involuntary separation plan, and (iii) in locations where the receipt of some or all of such separation pay or benefits is conditioned on the Participant signing a release or waiver of claims against the Company, the Participant has signed such release or waiver, and (iv) the Participant is not an appointed vice president or elected officer of Motorola Mobility Holdings, Inc., Motorola Mobility, Inc. or any of their subsidiaries or affiliates, the Participant shall be eligible for a pro rata award using Eligible Earnings for the time actually worked during the Plan Year.

If the reason for separation is due to a Divestiture that requires Board of Directors approval, then the CLC, in its discretion, shall determine if the Participant is eligible for an award, if any. If the reason for separation from employment is due to a Divestiture that does not require Board of Directors approval, then the MIP Committee shall determine, in its discretion, if the Participant is eligible for an award, if any.

For any other Participant who separates from employment prior to the payment date for awards with respect to a Plan Year, such Employee shall not receive any award under this Plan for such Plan Year. Exceptions can only be made with the approval of the Chief People Officer, or as otherwise required by law.

A Participant on any type of Leave of Absence shall not be considered to be actually working during the Leave of Absence for purposes of this Plan.

Awards for transferred, promoted or demoted Participants will be calculated using (i) the Individual Performance Factor assigned at the end of the Plan Year (unless modified by the CLC prior to payment of the award, in which event the modified Individual Performance Factor will be used) and (ii) the Target Award Percentages and Business Performance Factors prorated for the portions of the Plan Year the Participant was assigned different target awards or was in different Participating Organizations during the Plan Year; provided, however, that the Target Award Percentage and Eligible Earnings may not be increased without CLC approval for any Participant who is a Covered Person for the Plan Year.

The MIP Committee may modify the foregoing administrative provisions as it deems necessary or appropriate to apply to groups of employees on a country-wide or business unit/organizational basis as it deems necessary or appropriate.

Any independent contractor, consultant, or individual performing services for the Company who has entered into an independent contractor or consultant agreement;

Any individual performing services under an independent contractor or consultant agreement, a purchase order, a supplier agreement or any other agreement that the Company enters into for services;

Any person classified by the Company as a temporary or contract labor (such as black badges, brown badges, contractors, contract employees, job shoppers) regardless of the length of service; and

Any “leased employee” as defined in Section 414(n) of the U.S. Internal Revenue Code of 1986, as amended.