Motorola 2008 Annual Report Download - page 143

Item 9B: Other Information
None
PART III
The response to this Item required by Item 401 of Regulation S-K, with respect to directors, incorporates by
reference the information under the caption “Nominees” of Motorola’s Proxy Statement for the 2009 Annual
Meeting of Stockholders (the “Proxy Statement”) and, with respect to executive officers, is contained in Part I
hereof under the caption “Executive Officers of the Registrant” and, with respect to the audit committee,
incorporates by reference the information under the caption “What Are the Committees of the Board?” and
“Report of Audit and Legal Committee” of Motorola’s Proxy Statement.
The response to this Item required by Item 405 of Regulation S-K incorporates by reference the information
under the caption “Other Matters—Section 16(a) Beneficial Ownership Reporting Compliance” of Motorola’s
Proxy Statement.
The response to this Item also incorporates by reference the information under the caption
“Communications—How Can I Recommend a Director Candidate to the Governance and Nominating
Committee?” of Motorola’s Proxy Statement.
Motorola has adopted a code of ethics, the Motorola Code of Business Conduct (the “Code”), that applies to
all employees, including Motorola’s principal executive officer, principal financial officer and controller (principal
accounting officer). The Code is posted on Motorola’s Internet website, www.motorola.com/investor, and is
available free of charge, upon request to Investor Relations, Motorola, Inc., Corporate Offices, 1303 East
Algonquin Road, Schaumburg, Illinois 60196, E-mail: [email protected]. Any amendment to, or waiver
from, the Code will be posted on our Internet website within four business days following the date of the
amendment or waiver. Motorola’s Code of Business Conduct applies to all Motorola employees worldwide,
without exception, and describes employee responsibilities to the various stakeholders involved in our business.
The Code goes beyond the legal minimums by implementing the values we share as employees of Motorola—our
key beliefs—uncompromising integrity and constant respect for people. The Code places special responsibility on
managers and prohibits retaliation for reporting issues.
Item 11: Executive Compensation
The response to this Item incorporates by reference the information under the captions “How Are the
Directors Compensated?,” “Compensation Discussion and Analysis,” “Report of the Compensation and
Leadership Committee on Executive Compensation,” “Summary Compensation Table,” “Grants of Plan-Based
Awards in 2008,” “Outstanding Equity Awards at 2008 Fiscal Year-End,” “Option Exercises and Stock Vested for
2008,” “Pension Benefits in 2008,” “Nonqualified Deferred Compensation in 2008,” and “Employment Contracts,
Termination of Employment and Change in Control Arrangements” of Motorola’s Proxy Statement.
Item 12: Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
The response to this Item incorporates by reference the information under the captions “Equity Compensation
Plan Information” and “Ownership of Securities” of Motorola’s Proxy Statement.
Item 13: Certain Relationships and Related Transactions, and Director Independence
The response to this Item incorporates by reference the relevant information under the caption “Related Person
Transaction Policy and Procedures” and “Which Directors Are Independent” of Motorola’s Proxy Statement.
Item 14: Principal Accounting Fees and Services
The response to this Item incorporates by reference the information under the caption “Independent
Registered Public Accounting Firm” and “Audit and Legal Committee Pre-Approval Policies” of Motorola’s
Proxy Statement.
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