Motorola 2011 Annual Report Download - page 30

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knowingly or recklessly made materially misleading statements concerning Motorola’s financial projections and
sales demand for Motorola phones during the class period. The complaint sought unspecified damages and other
relief relating to the purported inflation in the price of Motorola shares during the class period. On February 28,
2011, the Court granted defendants’ motion to dismiss and dismissed the Second Amended Complaint in its entirety
with prejudice. The related derivative matter, Waber v. Dorman, et al., was likewise dismissed with prejudice, and
no appeal was taken. Plaintiffs in the St. Lucie matter subsequently filed a notice of appeal with the Seventh Circuit
United States Court of Appeals. While the appeal was pending, the parties reached a settlement following mediation
with a Court-appointed mediator. On November 2, 2011, the District Court granted final approval of the
settlement, entered final judgment, and dismissed the case.
Groussman et al. v. Motorola 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 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. On March 14, 2011, Plaintiffs filed a Motion for Class
Certification, seeking certification of a class of “all persons who were participants in, or beneficiaries of, the
Motorola 401(k) Plan at any time between July 1, 2007 and December 31, 2008, and whose accounts included
investments in Motorola stock”, but excluding Defendants, members of their immediate families, any officer,
director or partner of any Defendant, any entity in which a Defendant has a controlling interest, and the heirs,
successors and assigns of the foregoing. On November 15, 2011, the court denied Plaintiffs’ motion for class
certification and the Plaintiffs have not appealed that ruling. In ruling on the Defendants’ motion to strike certain
allegations in the Amended Complaint pertaining to claims “on behalf of the Plan”, the court subsequently
confirmed that this action is now brought only on behalf of individual named plaintiff s. Given that limitation, we
do not believe the proceedings to be material to Motorola Solutions. Accordingly, we will no longer be reporting on
this matter.
Microsoft Corporation v. Motorola, Inc.
On October 1, 2010, Microsoft Corporation (“Microsoft”) filed complaints against Motorola, Inc. in the
United States 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 of nine patents based on Motorola, Inc.’s and Motorola Mobility, Inc.’s manufacture,
sale and/or importation 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 (No. C10-01577)
seeks unspecified monetary damages and injunctive relief.