Motorola 2010 Annual Report Download - page 36

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for Motorola phones during the class period. The complaint seeks unspecified damages and other relief relating to
the purported inflation in the price of Motorola shares during the class period. Defendants have moved to dismiss
the complaint.
On April 2, 2010, Waber v. Dorman, et al,. a purported derivative action on behalf of Motorola against certain
of its current and former officers and directors, was filed in the United States District Court for the Northern
District of Illinois. The complaint was amended on July 28, 2010. The complaint makes similar factual allegations
to those made in the St. Lucie complaint and asserts causes of action for breach of fiduciary duty, abuse of control,
gross mismanagement, waste of corporate assets, and unjust enrichment. The Waber complaint seeks unspecified
damages associated with the alleged loss to the Company deriving from the defendants’ actions. Defendant’s motion
to dismiss the complaint is pending.
Groussman v. Motorola et al. and Orlando v. Motorola et al. ERISA Class Action Cases
Two purported class action lawsuits on behalf of all participants in or beneficiaries of the Motorola 401(k)
Plan (the “Plan”) between July 1, 2007 and the present and whose accounts included investments in Motorola
stock, Joe M. Groussman v. Motorola, Inc. et al. and Angelo W. Orlando v. Motorola, Inc. et al., were filed against
the Company and certain current and former officers, directors, and employees of the Company, the Motorola
401(k) Plan Committee, the Advisory Committee of Motorola and other unnamed defendants on February 10,
2010, in the United States District Court for the Northern District of Illinois. On May 20, 2010, the court ordered
the cases to be consolidated. On July 16, 2010, the plaintiffs filed a consolidated amended complaint. The amended
complaint added as defendants additional current and former employees, the Compensation and Leadership
Committee of Motorola, and the Motorola Retirement Benefits Committee, and deleted the Advisory Committee of
Motorola as a defendant. The amended complaint also reduced the class period to run from July 1, 2007 to
December 31, 2008. The consolidated amended complaint alleges violations of Sections 404 and 405 of the
Employee Retirement Income Security Act of 1974 (“ERISA”). The primary claims in the amended complaint are
that, in connection with alleged incorrect statements concerning Motorola’s financial projections and demand for
Motorola phones during the class period, various of the defendants failed to prudently and loyally manage the Plan
by continuing to offer Motorola stock as a Plan investment option, failed to provide complete and accurate
information regarding the performance of Motorola stock to the Plan’s participants and beneficiaries, failed to
avoid conflicts of interest, and/or failed to monitor the Plan fiduciaries. The amended complaint seeks unspecified
damages and other relief relating to the purported losses to the Plan and individual participant accounts. On
September 24, 2010, the Defendants filed a Motion to Dismiss the Amended Complaint. On October 7, 2010, the
court dismissed the Retirement Benefits Committee as a defendant. On January 18, 2011, the Court denied
Defendants’ Motion to Dismiss the Amended Complaint.
Microsoft Corporation v. Motorola, Inc.
On October 1, 2010, Microsoft Corporation (“Microsoft”) filed complaints against Motorola, Inc. in the
International Trade Commission (“ITC”) and the United States District Court for the Western District of
Washington (“District Court”) alleging patent infringement based on products manufactured and sold by Motorola,
Inc. The ITC matter is entitled In the Matter of Mobile Devices, Associated Software, and Components Thereof
(Inv. No. 337-TA-744). On October 6, 2010 and October 12, 2010, Microsoft amended the District Court and ITC
complaints, respectively, to add Motorola Mobility, Inc. as a defendant. The complaints, as amended, allege
infringement of claims in nine patents based on Motorola, Inc.’s and Motorola Mobility, Inc.’s manufacture and
sale of Android-based mobile phones. The ITC complaint seeks exclusion and cease and desist orders. On
November 5, 2010, the ITC instituted the investigation. The District Court complaint seeks unspecified monetary
damages and injunctive relief.
On November 9, 2010, Microsoft filed a complaint in the United States District Court for the Western District
of Washington against Motorola, Inc. and Motorola Mobility, Inc. (the “Motorola Defendants”) alleging that the
Motorola Defendants breached a contractual obligation to license certain patents related to 802.11 wireless
networking technology and H.264 video coding technology on reasonable and non-discriminatory terms and
conditions. The complaint seeks unspecified monetary damages and injunctive relief including a declaration that the
Motorola Defendants have not offered royalties to Microsoft under reasonable rates, with reasonable terms and
conditions that are demonstrably free of any unfair discrimination.