Motorola 2014 Annual Report Download - page 97

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EXHIBIT INDEX
2.1 Master Acquisition Agreement, dated April 14, 2014, by and between Motorola Solutions, Inc. and Zebra
Technologies, Inc. (incorporated by reference to Exhibit 2.1 to Motorola Solutions’ Current Report on Form 8-K filed
on April 16, 2014 (File No. 1-7221)).
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 Amended and Restated Bylaws of Motorola Solutions, Inc. as of November 13, 2014 (incorporated by reference to
Exhibit 3.1 to Motorola Solutions’ Current Report on Form 8-K filed on November 14, 2014 (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)).
4.1 (c) Indenture dated as of August 19, 2014 between Motorola Solutions, Inc. and The Bank of New York Mellon Trust
Company, N.A., as trustee. (incorporated by reference to Exhibit 4.1 to Motorola Solutions’ Current Report on Form
8-K filed on August 19, 2014 (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 November 4, 2014, by and among Motorola Solutions, Inc. and ValueAct
(incorporated by reference to Exhibit 10.1 to Motorola Solutions’ Current Report on Form 8-K filed on November 5,
2014 (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)).
10.9 Form of Motorola Solutions Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock
Options relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants on or after February 3, 2014.