Motorola 2013 Annual Report Download - page 106

104
EXHIBIT INDEX
3.1 (a) Restated Certificate of Incorporation of Motorola, Inc., as amended through May 5, 2009 (incorporated by
reference to Exhibit 3(i)(b) to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended
July 4, 2009 (File No. 1-7221)).
3.1 (b) Certificate of Amendment to the Restated Certificate of Incorporation of Motorola, Inc., effective January 4,
2011, as filed with the Secretary of State of the State of Delaware (incorporated by reference to Exhibit 3.1 to
Motorola Solutions’ Current Report on Form 8-K filed on January 10, 2011 (File No. 1-7221)).
3.1 (c) Certificate of Ownership and Merger merging Motorola Name Change Corporation into Motorola, Inc.,
effective January 4, 2011, as filed with the Secretary of State of the State of Delaware (incorporated by
reference to Exhibit 3.2 to Motorola Solutions’ Current Report on Form 8-K filed on January 10, 2011 (File
No. 1-7221)).
3.2 Motorola Solutions, Inc. Amended and Restated Bylaws as of January 17, 2013 (incorporated by reference to
Exhibit 3.1 to Motorola, Inc.’s Current Report on Form 8-K filed on January 17, 2013 (File No. 1-7221)).
4.1 (a) Senior Indenture, dated as of May 1, 1995, between The Bank of New York Mellon Trust Company, N.A. (as
successor Trustee to JPMorgan Chase Bank (as successor in interest to Bank One Trust Company) and BNY
Midwest Trust Company (as successor in interest to Harris Trust and Savings Bank) and Motorola, Inc.
(incorporated by reference to Exhibit 4(d) of the Registrant’s Registration Statement on Form S-3 dated
September 25, 1995 (Registration No. 33-62911)).
4.1 (b) Instrument of Resignation, Appointment and Acceptance, dated as of January 22, 2001, among Motorola, Inc.,
Bank One Trust Company, N.A. and BNY Midwest Trust Company (as successor in interest to Harris Trust
and Savings Bank) (incorporated by reference to Exhibit 4.2(b) to Motorola, Inc.’s Annual Report on Form 10-
K for the fiscal year ended December 31, 2000 (File No. 1-7221)).
Certain instruments defining the rights of holders of long-term debt of Motorola, Inc. and of all its subsidiaries
for which consolidated or unconsolidated financial statements are required to be filed are being omitted
pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K. Motorola Solutions agrees to furnish a
copy of any such instrument to the Commission upon request.
10.1 Amended and Restated Master Separation and Distribution Agreement among Motorola Mobility Holdings,
Inc. (f/k/a Motorola SpinCo Holdings Corporation), Motorola Mobility, Inc. and Motorola, Inc. effective as of
July 31, 2010 (incorporated by reference to Exhibit 2.1 to Amendment No. 1 to the Form 10 Registration
Statement filed on August 31, 2010 by Motorola Mobility Holdings, Inc. (formerly Motorola SpinCo Holdings
Corporation) (File No. 1-34805)).
10.2 Amended and Restated Intellectual Property License Agreement between Motorola Mobility, Inc. and
Motorola, Inc. effective as of July 31, 2010 (incorporated by reference to Exhibit 10.2 to Amendment No. 1 to
the Form 10 Registration Statement filed on August 31, 2010 by Motorola Mobility Holdings, Inc. (formerly
Motorola SpinCo Holdings Corporation (File No. 1-34805)).
10.3 Amended and Restated Exclusive License Agreement between Motorola Trademark Holdings, LLC and
Motorola, Inc. effective as of July 30, 2010 (incorporated by reference to Exhibit 10.3 to Amendment No. 3 to
the Form 10 Registration Statement filed on November 12, 2010 by Motorola Mobility Holdings, Inc. (File
No. 1-34805)).
10.4 Tax Sharing Agreement among Motorola Mobility Holdings, Inc. (f/k/a Motorola SpinCo Holdings
Corporation), Motorola Mobility, Inc. and Motorola, Inc. effective as of July 31, 2010 (incorporated by
reference to Exhibit 10.4 to Amendment No. 1 to the Form 10 Registration Statement filed on August 31, 2010
by Motorola Mobility Holdings, Inc. (formerly Motorola SpinCo Holdings Corporation) (File No. 1-34805)).
10.5 Amended and Restated Employee Matters Agreement among Motorola Mobility Holdings, Inc. (f/k/a
Motorola SpinCo Holdings Corporation), Motorola Mobility, Inc. and Motorola, Inc. effective as of July 31,
2010 (incorporated by reference to Exhibit 10.7 to Amendment No. 2 to the Form 10 Registration Statement
filed on October 8, 2010 by Motorola Mobility Holdings, Inc. (formerly Motorola SpinCo Holdings
Corporation (File No. 1-34805)).
10.6 Stock Purchase Agreement, dated as of February 26, 2012, by and between Motorola Solutions, Inc. and Carl
C. Icahn and certain of his affiliates (incorporated by reference to Exhibit 10.1 to Motorola Solutions’ Current
Report on Form 8-K filed on February 27, 2012 (File No. 1-7221)).
10.7 Motorola Solutions Omnibus Incentive Plan of 2006, as amended and restated November 8, 2011
(incorporated by reference to Exhibit 10.10 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal
year ended December 31, 2011 (File No. 1-7221)).
10.8 Form of Motorola Solutions, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified
Stock Options for grants to Section 16 Officers on or after May 6, 2013 (incorporated by reference to Exhibit
10.2 to Motorola Inc’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2013 (File No.
1-7221)).