PARTICIPATION GUIDE MOTOROLA SOLUTIONS AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN (ESPP)

Transcription

1 PARTICIPATION GUIDE MOTOROLA SOLUTIONS AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN (ESPP) The date of this ESPP Participation Guide is August 2011 THIS ESPP PARTICIPATION GUIDE IS FOR ALL ELIGIBLE EMPLOYEES OF MOTOROLA SOLUTIONS, INC. AND ITS DESIGNATED SUBSIDIARIES PARTICIPATING IN THE MOTOROLA SOLUTIONS AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN OF 1999 (ESPP). IT INCLUDES AN ESPP COUNTRY SUPPLEMENT FOR U.S. EMPLOYEES. THIS ESPP PARTICIPATION GUIDE SHOULD BE READ IN CONJUNCTION WITH THE ESPP COUNTRY SUPPLEMENT RELEVANT TO YOUR WORK COUNTRY. PLEASE READ BOTH DOCUMENTS AS THEY CONTAIN IMPORTANT INFORMATION FOR PARTICIPANTS. IF YOUR WORK COUNTRY AND PAY COUNTRY ARE DIFFERENT, YOU SHOULD ALSO READ THE COUNTRY SUPPLEMENT RELEVANT TO YOUR PAY COUNTRY. THIS ESPP PARTICIPATION GUIDE AND THE ESPP COUNTRY SUPPLEMENT RELEVANT TO YOUR WORK COUNTRY (AND YOUR PAY COUNTRY, IF APPLICABLE) ARE AVAILABLE AT A PAPER COPY OF EACH MAY BE OBTAINED BY CONTACTING HRDIRECT AT HRdirect@motorolasolutions.com OR BY TELEPHONING U.S (PROMPT 3). ALTERNATIVELY WRITE TO MOTOROLA SOLUTIONS REWARDS ADMINISTRATION CENTRE, ATTN: ESPP, P.O. BOX 29005, PHOENIX, AZ , U.S.A. PLEASE READ BOTH DOCUMENTS.

2 The ESPP Participation Guide MOTOROLA SOLUTIONS AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN OF 1999 This ESPP Participation Guide summarizes certain key terms of the Motorola Solutions Amended and Restated Employee Stock Purchase Plan of 1999 ( ESPP ). We encourage you to review this ESPP Participation Guide, the relevant ESPP Country Supplement(s) and all documentation relating to purchases under the ESPP. Throughout this ESPP Participation Guide, we refer to Motorola Solutions, Inc. as the Company. When we refer to the Board we mean the Board of Directors of the Company, and when we refer to the Committee we mean the Compensation and Leadership Committee that has been designated by the Board to administer the ESPP. A reference to Shares means shares of the Company s common stock, par value $0.01 per share. When we refer to Motorola Solutions employees, we mean all employees of the Company and its subsidiaries which have been designated to participate in the ESPP. This summary contained in this ESPP Participation Guide is based on the ESPP plan document. This summary is qualified in its entirety by the complete text of the ESPP, which can be obtained at the following link If there is a discrepancy between the summary in this ESPP Participation Guide and the ESPP plan document, the ESPP plan document always governs. In addition, nothing in this summary states or implies a contract of employment between you and Motorola Solutions or its subsidiaries. Motorola Solutions reserves the right to change, amend or terminate the ESPP at any time, consistent with the terms of the Plan. This ESPP Participation Guide constitutes part of a Prospectus covering the offering of Shares that have been registered under the U.S. Securities Act of This ESPP Participation Guide also includes a U.S. Country Supplement summarizing the material U.S. federal income tax consequences applicable to Shares issued under the ESPP. Participants are encouraged to consult their individual tax or financial advisor for a more complete analysis of their particular tax situation, including the effects of any state or local taxes. Participants should also note the following important legal information, including how to find information about the Company s business and financial results. We have filed with the U.S. Securities and Exchange Commission (the SEC ) a registration statement on Form S-8 relating to the Shares that may be sold to participants, or otherwise issued to participants, under the ESPP. The registration statement contains additional information that does not appear in this ESPP Participation Guide. Certain of the Company s documents that we file with the SEC, including the Company s latest annual report to stockholders and proxy statement and that are incorporated by reference in the registration statement, have also been incorporated by reference into this ESPP Participation Guide, and are available without charge on the SEC s website at or upon written or oral request from the Company. These Company documents are also available at Our Internet website and the information contained therein or incorporated therein are not intended to be incorporated into this ESPP Participation Guide. Requests for these documents should be directed to HRdirect at HRdirect@motorolasolutions.com or by telephone at US (Prompt 3), or by writing to: Motorola Solutions Rewards Administration Center, Attn: ESPP, P.O. Box 29005, Phoenix, AZ , U.S.A. ESPP, Motorola Solutions discounted stock purchase plan for eligible employees, presents you with an opportunity to acquire Motorola Solutions stock. As a participant in the ESPP you may purchase Shares at a 15% discount through contributions from payroll deductions. In addition, the Company has negotiated lower brokerage fees that will apply to the Shares that are purchased under the ESPP. Motorola Solutions Employee Stock Purchase Plan (ESPP) 2

3 Participation in ESPP is entirely voluntary and there is no guarantee against loss. It is up to you whether or not you want to participate. The decision to participate in the ESPP is the same as for any investment you should always consider the risks given your financial situation and whether this investment makes sense for you. Any decision to invest in our Shares should be based on consideration of the information set out in this ESPP Participation Guide together with the relevant ESPP Country Supplement(s) and the Company s SEC filings, including the possible risks described in Item 1A of the Company s latest annual report on Form 10-K and in its other SEC filings available free of charge as described above. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business, and consequently, the price of our Shares. In addition past financial performance may not be a reliable indicator of future performance, and historical trends in the price of our Shares should not be used to anticipate results or trends in the price of our Shares in future periods. Data Privacy Notice: Motorola Solutions respects the confidentiality of its employees and will keep employee data secure and confidential in accordance with Motorola Solutions Information Protection Policy IP-01 (iprotect) which can be found at 8cb8ee9fa2bf519e55df410a5600ba0/ Motorola Solutions Employee Stock Purchase Plan (ESPP) 3

4 Here s How the ESPP Works Once you enroll in the ESPP, you will specify a percentage of pay to be contributed from your pay each pay period and such amounts will be used to purchase whole and fractional Shares on the last trading day of each offering period. The purchase price of each Share will be 85% of the lower of the closing price of our Shares on the first trading day or the last trading day of the offering period. Example: If each Share trades at US$40 at the beginning of the six-month period and at US$45 at the end, your Shares will be purchased at 85% of US$40 (US$34.00 per share). You can elect to contribute, by payroll deductions, 1% to 10% (whole percentage only) of your eligible pay to purchase Shares at the discounted price. Your eligible pay is defined in question 10 and for some countries may be further clarified in the relevant ESPP Country Supplement(s). In certain countries outside the U.S., due to local laws, a different contribution method may be in place, and, if applicable, is described in the relevant ESPP Country Supplement(s). During each six-month offering period, your contributions will accumulate in a non-interest bearing account. At the end of the offering period, your contributions will be used to purchase Shares at the discounted price. The Company has arranged with Morgan Stanley Smith Barney (MSSB), a leading U.S. investment firm, to maintain individual employee accounts for those who elect to participate. MSSB will maintain your account in the United States and will or mail you a statement following each transaction. It is the Company s expectation that Shares will be available in your account no later than five business days after the close of each offering period. The Company will pay all fees associated with Share purchases. If you sell Shares from your ESPP account, the transaction will be subject to fees charged by MSSB. The current rates are shown below and are subject to change. You are responsible for all fees connected with selling your shares. IMPORTANT NOTE: Refer to the relevant ESPP Country Supplement(s) for general guidance on country specific information about eligibility and other legal and taxation consequences of participating in the ESPP. FEES Sales Commission shares US$25 flat fee shares US$0.05 per share 5,001+ shares US$0.04 per share In addition to the fees above, there is a MSSB standard confirm fee of US$5 and an Other Fee imposed on the transfer of Shares. The Other Fee is paid to the SEC at the time of sale and is required for all equity trades. Currently, the Other Fee is equal to US$ multiplied by the total principal amount of the proceeds. This fee is subject to periodic changes. For additional information about this fee contact MSSB. Additional Services (per transaction) Wire transfer fee US$5 Local currency check (Non-U.S. only) US$10 Fed Ex delivery within U.S. US$25 Fed Ex delivery outside U.S. US$50 The ESPP limits the number of Shares an employee may purchase in any one calendar year. Your contributions will be limited to US$21,250 ($25,000 x 85 percent) or less per calendar year depending on the fair market value of the Shares. The fair market value of a Share for purposes of calculating this limitation is the closing price of a Share determined on the first business day of each offering period (this fair market value price is calculated differently than the discounted purchase price at which you purchase Shares through the ESPP). ESPP participants who exceed this contribution limit will receive a refund of their excess contribution, without interest, shortly after the end of the offering period in which the contribution limitation was exceeded (see question 11 for more information about this limitation and an example of how it is determined). Motorola Solutions Employee Stock Purchase Plan (ESPP) 4

5 Enrollment There are two opportunities to enroll each year: ENROLLMENT PERIOD FIRST DAY OF OFFERING PERIOD LAST DAY OF OFFERING PERIOD March 2* - 22 April 1** September 30*** September 2* - 22 October 1** March 31*** * Online Enrollment is from the second business day of the last month of the offering period to the 22nd of the month of March and September each year. Therefore the start of the enrollment period may not always commence on 2nd of the month. ** The offering period commences on the first business day of April and October, so may not always commence on 1st of the month. *** The offering period ends on the last business day of the months of September and March (the purchase date). So this may not always be September 30 and March 31. Note: Reference to business day or trading day throughout this document relates to days when the New York Stock Exchange ( NYSE ) is open for trading. 1. Enroll in ESPP and elect your contribution percentage. Online Visit Under For Select Plans Only, click Enroll or adjust your contributions. Enter the Motorola Solutions ticker symbol MSI and follow the simple instructions. If you are having difficulty with your Internet access, please call MSSB (see Working With Your Broker for details). 2. Complete W-9 or W-8BEN tax form U.S. Citizens complete the W-9 tax form to eliminate backup withholding tax consequences if you sell Motorola Solutions stock. Non-U.S. Citizens complete U.S. IRS W- 8BEN tax form to certify that you are not a U.S citizen or resident and you are not subject to U.S. tax known as back-up withholding tax when you sell your shares. Complete the relevant tax form either: Online - at You can do this once your MSSB Stock Purchase Plan account has been created i.e. prior to the first purchase date. OR Mail Alternatively, obtain from from the Forms Library and submit to the address detailed on the form. 3. Visit the ESPP website at under Pay & Finances for full information about the program, including how to: Contact MSSB Sell your shares online or by telephone (Please note that documents or other information on this website are not part of this ESPP Participation Guide unless expressly incorporated as such.) 4. Changing your contribution percentage. During the enrollment period every six months, you can increase or decrease the percentage of your pay that you contribute to ESPP, online via the MSSB website at Any change to your contribution percentage is effective from the start of the next six-month offering period. 5. Withdrawing from ESPP You may withdraw from the ESPP at any time up to the end of the first business day of the last month of the offering period, and receive a refund of your contributions for the current offering period to date, without interest via payroll. You can do this online via the MSSB website at If you withdraw during an enrollment period, you will be withdrawn from the next offering period. Your contributions for the current offering period will be used to purchase shares. NOTE: In certain countries outside the U.S., due to local laws, a different contribution method may be in place, and, if applicable, is described in the relevant ESPP Country Supplement(s). Motorola Solutions Employee Stock Purchase Plan (ESPP) 5

6 Working With Your Broker HOW TO CONTACT MORGAN STANLEY SMITH BARNEY (MSSB) Telephone MSSB Regional Service Centers can assist you in local languages and time zones. Toll free numbers should be used when dialing from a country within the specified toll free range. Alternative telephone numbers are provided to help you when traveling outside of this range or if you are located outside of this range. Language lines are available in all the Service Centers covering 180 languages: Americas Region San Antonio and Kentucky Service Centers Hours: Mon-Fri 8am-8pm; Sat 10am-4pm U.S. Eastern Time Languages: English, French and Spanish. Toll Free Number: (U.S., Canada) Toll Free Number: (Mexico) Alternative telephone number for all other countries: Fax: Asia-Pacific Region Australia Service Center Hours: 9am-7pm, Australian Eastern Time Languages: Cantonese, English, Japanese and Mandarin. Toll Free Number: (Australia) Toll Free Number: (China - toll free number can only be used from outside Motorola Solutions offices. Alternative telephone number* should be used when dialling from a Motorola Solutions office) Toll Free Number: (Hong Kong, Singapore, South Korea) Toll Free Number: (Taiwan) Toll Free Number: (Japan) Alternative telephone number for all other countries: Fax: EMEA Region Barcelona Service Center Hours: 8am-6pm, Central European Time Languages: English, French, German, Hebrew, Spanish, Swedish, Danish and Finnish. Toll Free Number: (Austria, Denmark, France, Germany, Ireland, Israel, Portugal, Spain, Sweden, UK) Toll Free Number: (India) Alternative telephone number for all other countries: Fax: Mail For general inquiries address your mail to: USCC, Attn: Stock Plan Operations Morgan Stanley Smith Barney Global Stock Plan Services 100 Citibank Drive Building 3, 2nd Floor San Antonio, Texas 78425, U.S.A. SELLING MOTOROLA SOLUTIONS STOCK You can instruct MSSB to sell your shares the following ways: Access the MSSB website at Call MSSB and speak to a Customer Service Representative. Orders will be entered for execution when the NYSE is open. During NYSE hours you will receive immediate confirmation of your sale price if you have placed a market order online. You will also receive written confirmation from MSSB. You may choose to have your sale proceeds sent to you via wire transfer, or by U.S. dollar check. You may also choose to have your sale proceeds sent to you via a local (non-u.s.) currency check except if you are located in Argentina, Brazil, Czech Republic, Israel, Malaysia, Poland, South Korea or Taiwan. To request a wire transfer or local currency check, you must have U.S. IRS W-8BEN tax form certification on file with MSSB (see question 8 for details). You can find this form online at If your W-8BEN is not on file, you will receive your check or wire transfer in U.S. dollars. MSSB must have your wire transfer instructions on file before your sale proceeds can be transferred. The method you use to initiate your wire transfer will determine how your proceeds are distributed. If you place instructions online at: your sale proceeds will be in local currency. If you place your instruction with a Customer Service Representative*, you have a choice for your sale proceeds to be in local currency or U.S. dollars. * You must complete the U.S. Dollar Wire Instructions or Currency Wire Instructions online at Alternatively, complete a Letter of Authorization to Transfer Funds form & fax to MSSB. This form & pre-filled fax cover sheet are available from the Forms Library located in the Customer Service Section of the MSSB website. Motorola Solutions Employee Stock Purchase Plan (ESPP) 6

7 Frequently Asked Questions 1. What is ESPP? The Company created the ESPP to provide eligible Motorola Solutions employees an opportunity to purchase Shares at a 15% discount through voluntary payroll deductions. 2. How does ESPP work? ESPP allows eligible Motorola Solutions employees to contribute, by payroll deductions each pay period, 1% to 10% (whole percentages only) of their eligible pay to purchase Shares at a discounted price. (In certain countries outside the U.S., due to local laws, a different contribution method may be in place, and, if applicable, is described in the relevant ESPP Country Supplement.) Payroll deductions are made and accumulated in your account during the consecutive six-month offering periods described below. On the last trading day of each six-month period, ESPP contributions are used to purchase Shares. The purchase price of each Share will be 85% of the closing price of a Share using the lower of the closing price on either the first or last trading day of the offering period. 3. Who is eligible to participate in ESPP? You are eligible if you are an active employee (including part-time active employees) of the Company or one of its qualified subsidiaries which has been designated to participate in ESPP. In order to be eligible for the October to March offering period, your employment must have commenced on or before 1 September immediately preceding such period. Similarly, in relation to the April to September offering period, your employment must have commenced on or before March 1 immediately preceding such period. In addition, in order to be eligible for the purchase of shares for the October to March offering period, you must have been continuously employed throughout the offering period by Motorola Solutions or a member of the Motorola Solutions group of companies which is participating in the ESPP and must still be regularly employed on the last business day of March. Similarly, in relation to the April to September offering period, you must have been continuously employed throughout the offering period and must still be regularly employed on the last business day of September. Eligibility shall be determined by the Motorola Solutions Human Resources department and such determination shall be final. IMPORTANT: See the relevant ESPP Country Supplement(s) for additional country specific eligibility. 4. Who is not eligible to participate in ESPP? Among those ineligible to participate in ESPP are independent contractors, consultants, agency workers and leased employees. See the relevant ESPP Country Supplement(s) for additional country specific eligibility. 5. What are the offering periods? The ESPP has consecutive six-month offering periods beginning on the first trading day on or after each April 1 and each October How do I join? There are two enrollment periods each year in March and September. Each enrollment period begins on the second business day of the last month of the offering period and extends to the 22nd of the month. If you are eligible to participate, you may become a participant by enrolling through the online enrollment process at See the relevant ESPP Country Supplement(s) for details about enrollment in the event of any local variation. ENROLL BETWEEN CONTRIBUTIONS BEGIN WITH THE PAY PERIOD ENDING ON OR AFTER STOCK PURCHASE EFFECTIVE March 2* - 22 April 1** September 30*** September 2* - 22 October 1** March 31*** Your enrollment will remain in effect for future offering periods until you change it. * Online Enrollment is from the second business day of the last month of the offering period to the 22nd of the month of March and September each year. Therefore the start of the enrollment period may not always commence on 2nd of the month. ** The offering period commences on the first trading day of April and October, so may not always commence on 1st of the month. *** The offering period ends on the last trading day of the months of September and March (the purchase date). So this may not always be September 30 and March 31. Motorola Solutions Employee Stock Purchase Plan (ESPP) 7

8 7. What is the purpose of the U.S. IRS W-9 tax form? If you are a U.S. citizen or a U.S. resident alien claiming exemption from backup withholding tax consequences when you sell your Shares, you are required to complete the IRS W-9 tax form. If you do not complete this form, backup withholding tax will be withheld from the sales proceeds at a 28% tax rate (subject to change). 8. What is the purpose of the U.S. IRS W-8BEN tax form? Completing this form certifies you are not a U.S. citizen or a U.S. resident alien and eliminates backup withholding tax consequences if you sell your Shares. If you do not complete this form, backup withholding tax will be withheld from the proceeds of any stock sales at a 28% tax rate (subject to change). In addition, 30% U.S. federal income tax (subject to change) will be withheld at source when dividends are paid to a non-u.s. resident or non-u.s. citizen unless the W-8BEN is in place. If the W-8BEN is in place, you may be able to claim a reduced rate of, or exemption from, U.S. withholding tax on such dividends as a resident of a foreign country with which the U.S. has an income tax treaty. A W-8BEN tax form will automatically be issued to all new participants with their Welcome Pack from MSSB. Alternatively, participants may complete the W- 8BEN certification online through the MSSB website at once their account is open. Paper forms will continue to be accepted as well. 9. If I decide not to join ESPP when it is first available, will I have another opportunity? Yes. You may enroll during any future enrollment period in which ESPP is in effect. However, you may not join the current six-month offering period after the enrollment for that offering period has ended. 10. How much may I contribute to ESPP? You can elect to contribute, by payroll deductions, 1% to 10% (whole percentages only) of your eligible pay. Eligible pay includes base wages or salary payable in cash during the pay period before deduction required for income tax, social contributions or other similar withholding but shall not include commissions, bonuses, annual awards, equity compensation (such as stock options or restricted stock units), other incentive payments, expense reimbursements, allowances or other compensation directly or indirectly paid during the pay period. Lump sum merit increases and 13 th and 14 th month salary payments (regardless of whether they are designated as bonuses or some other name) are considered base wages or salary and as such are part of eligible pay. To the extent further clarification of eligible pay is required in individual countries, those clarifications will be included in the applicable ESPP Country Supplement(s). Please consult the ESPP Country Supplement for your work country (and your pay country if that is different from your work country). During each six-month offering period, your contributions will accumulate in a non interest-bearing account. In certain countries due to local laws, a different contribution method may be in place, and, if applicable, is described in the relevant ESPP Country Supplement(s). Contributions are only deducted after tax and pay related social Insurance have also been deducted from your pay. At the end of the offering period, your contributions will be used to purchase Shares at the discounted price. 11. Is there a limit to the amount of Shares I may purchase through ESPP? Yes. ESPP limits the number of Shares a participant can purchase in any one calendar year to no more than US$25,000 in total fair market value of the Shares. The fair market value of a Share for purposes of calculating this limitation is the closing price of a Share on the first trading day of each offering period (called the grant date). Please be aware that this fair market value price is determined differently than the discounted purchase price at which you acquire Shares through ESPP. This requirement limits the amount of contributions that can be made under the ESPP to no more than $US21,250 because Shares are purchased at a discount ($US25,000 x 85 percent). However, depending on the fair market value of the Shares on the first trading day of each offering period, this limitation could be substantially less than $US21,250 (see example below). The limitation for the calendar year is calculated by adding the fair market value of Shares purchased in the October to March offering to the fair market value of the Shares purchased during the April to September offering period. As a result, even if you have not exceeded this limitation during the October 1 through Motorola Solutions Employee Stock Purchase Plan (ESPP) 8

9 March 31 offering period, you will continue to be subject to this limitation during the April 1 to September 30 offering period. The number of Shares that you purchased in the October 1 through March 31 offering period will be aggregated with any Shares you purchase in the April 1 to September 30 offering and cannot exceed this limitation. ESPP participants who exceed this contribution limit will receive a refund of their excess contribution, without interest, shortly after the end of the offering period in which the contribution limit was exceeded. These participants are not eligible to participate in ESPP again until the next calendar year, commencing in October, when their participation automatically resumes at their last recorded ESPP election percentage, unless they have chosen to withdraw or change their contribution percentage. For ESPP participants located in non-u.s. countries, the US$25,000 limit will be calculated based upon the exchange rate as of the first trading day of the October to March offering period. Refunds will be calculated based upon the exchange rate as of the last trading day of the April to September offering period, unless the limit is reached prior to the end of the October to March offering period, in which case the exchange rate as of the last trading day of the October to March offering period shall be used. Example, using hypothetical stock prices: Offering Period Shares Purchased $ Fair Market Value Oct. 1, 2011 to Mar. 31, 2012 $10,500 (contribution amount) divided by $29.75* (discounted purchase price) = shares (shares purchased) x $44.00** (fair market value) = $15, $25,000 less $15, = $9, Maximum fair market value available to April 1, 2012 to September 30, shares (See $ fair market value column) multiplied by $30.60*** (discounted purchase price) = $8050 (Maximum contribution amount) purchase in next offering period $9, (Maximum contribution permitted) divided by $36.00*** (fair market value) = shares In the second offering period, only shares could be purchased within the limit. Total ESPP contributions permitted under ESPP for the two offering periods equal $18,550 (the sum of $10,500 and $8,050). Any amount contributed above this in the second offering period is refunded, without payment of interest, in the next available pay period in October. * 85% of the closing price of the Shares on March 31, 2012 ($35.00), (Closing price of the Shares on October 1., 2012 ($44.00) is higher so is not applicable) **$44.00 is the closing price on Oct. 1,2011 *** 85% of the closing price on Apr. 1, 2012 ($ 36.00). (Hypothetical closing price of the Shares on Sept. 30, 2012 ($45.00) would be higher so would not be applicable) **** $36.00 is the opening price on Apr. 1, Is there any other limit on the number of Shares I may purchase during an offering period? Yes. No participant may purchase more than 14,285 Shares in any given offering period. 13. How many Shares are offered under the ESPP? There are 32,757,142 Shares authorized for sale under the ESPP. 14. May I make a cash contribution to ESPP in addition to my payroll deductions? Contributions are made only through payroll deductions except in certain limited circumstances in non U.S. countries due to local laws. Participating Motorola Solutions employees should check the relevant ESPP Country Supplement(s) for country specific detail on this question due to local variation. 15. Do I receive interest on my ESPP contributions? No. ESPP contributions will be held in a non-interestbearing account during the offering period. 16. Can I change the amount of my payroll deductions for ESPP? You cannot increase or decrease the percentage you are contributing during an offering period. However, you may change your contribution percentage during any enrollment period through the MSSB online enrollment process. The change will be effective for the next offering period. If your salary increases or decreases (for example, because you increase or decrease your hours) your contributions will be increased or decreased automatically to the specified percentage of your new salary. 17. May I withdraw from ESPP and stop contributing? Yes. You may withdraw from ESPP at any time up to the end of the first business day of the last month of each offering period. If you withdraw, you will stop contributing to ESPP and all contributions for the current offering period will be refunded to you without interest as soon as is practicable via payroll, after the processing of your timely online withdrawal. Once you withdraw, you will not be able to participate in the next offering period unless you re-enroll. Motorola Solutions Employee Stock Purchase Plan (ESPP) 9

10 18. When are new hires eligible to participate in ESPP? New hires who are eligible Motorola Solutions employees may join the ESPP during any enrollment period, provided they are hired on or before March 1 for the April to September offering period and September 1 for the October to March offering period. Example: If a new employee starts work on March 2, he or she will not be able to participate in the April to September offering period and must wait until the next enrollment period (September 2-22). However, an employee who begins his or her employment on March 1 will be able to participate in the April to September offering period. 19. When can I start participating in ESPP if I join Motorola Solutions as part of an acquisition? If you are an eligible Motorola Solutions employee, you may join the ESPP during any enrollment period, provided your first day of employment is on or before March 1 for the April to September offering period and September 1 for the October to March offering period. Example: If your employment as a Motorola Solutions employee begins on March 2, you will not be able to participate in the April to September offering period and must wait until the next enrollment period (September 2-22). However, if your Motorola Solutions employment begins on March 1, you are eligible to participate in the April to September offering period. 20. What price will I pay for Shares? The purchase price of each Share will be 85% (100% - 15% discount) of the lower of: The closing price of a Share on the first trading day of the offering period, or The closing price of a Share on the last trading day of the offering period. The closing price of the Shares will be determined as reported by the NYSE Composite Transactions as reported online in the Wall Street Journal at Example: If the closing price of a Share on the first trading day of the offering period is US$40 and the closing price of a Share on the last trading day of the offering period is US$45, your purchase price through ESPP is US$34.00 (US$40 x 85%). If your ESPP contributions for the offering period were US$500, you would purchase shares of Motorola Solutions stock (US$500 divided by US$34). The above example is for illustrative purposes only and does not reflect actual or expected trading prices of the Shares. 21. What happens to the Shares purchased with my payroll deductions? As soon as administratively feasible after the end of each offering period, your Shares will be allocated to an account established for you at MSSB. It is the Company s expectation that the Shares will be available in your account no later than five business days after the close of each offering period. MSSB has been retained by Motorola Solutions to establish accounts for ESPP participants to hold and handle sales of Shares acquired through the ESPP. 22. Who administers ESPP? The Committee administers ESPP. The Committee, in its discretion, may delegate its administrative tasks, if determined to be advisable. Each member of the Committee will serve for so long as the Board deems appropriate and may be removed by the Board at any time. Information about the members of the Committee and their contact information is available from HRdirect at HRdirect@motorolasolutions.com or by telephone at U.S (prompt 3).. MSSB is the service provider and coordinates the efforts of the Company s transfer agent and registrar, BNY Mellon Shareholder Services, to facilitate your transactions. 23. When do I own Shares purchased through ESPP? On the last trading day of each offering period, all of your ESPP contributions will be used to purchase whole and fractional Shares at the discounted purchase price. You own your Shares once they are actually purchased and allocated to your account at MSSB. 24. Will I automatically receive stock certificates when I purchase Shares through ESPP? No. You will not be issued stock certificates when you purchase Shares through ESPP. Instead Shares purchases through ESPP will be held by MSSB in street name (without charge). The number of Shares credited to your account will be shown on your account statement. 25. Will I have the same rights as any other shareholder of Motorola Solutions? Yes, if you have at least one full Share in your account. These rights include the right to vote and receive dividends (if any are declared) and the right to receive information generally sent to shareholders, such as the annual report and proxy statement. 26. Can my rights to purchase Shares with payroll deductions be assigned to anyone else? No. You cannot transfer or pledge your right to receive Shares. You may purchase the Shares in your name only. Motorola Solutions Employee Stock Purchase Plan (ESPP) 10

11 27. What statements and/or confirmations will I receive regarding my ESPP account? You will receive the following documents: NOTICE Enrollment confirmation Welcome and IVR PIN* Account Statements U.S. Citizens and Residents IRS Form 1099-DIV By January 31 of each year (Dividends) IRS Form 1099-B By January 31 of each year (Stock Sales) Non-U.S. Citizens U.S. IRS Form 1042-S By March 15 of each year (Dividends)** WHEN YOU WILL RECEIVE IT Online confirmation following your initial enrollment in ESPP Prior to your first stock allocation (April/ October) Each April and October following the stock purchases, after each dividend reinvestment and after any other activity in your account * IVR = Interactive Voice Response system, available via MSSB phone service in U.S only. **U.S. IRS Form 1042-S is an information statement that displays dividend activity in your account. It should be kept safe by you for the purpose of completing your tax assessment. All notices, confirmations, statements, tax forms and checks will be either ed or mailed to your address which is held on Employee Self Service (ESS). Active employees must change their address in Employee Self Service (ESS). If you are retired or no longer employed by Motorola Solutions, it is your responsibility to contact MSSB via phone or postal service to inform them of any address change. All employees have a responsibility to check their pay slips to ensure that the correct percentage and deduction for ESPP has been taken. In the event of any error, employees should contact Payroll or HRdirect at their earliest opportunity to ensure amendments are made in the following month s pay. Errors that are not reported in a timely manner will not be corrected retrospectively. Motorola Solutions Employee Stock Purchase Plan (ESPP) 11

12 28. Can I call Morgan Stanley Smith Barney with questions? Yes. Customer Services Representatives are available to walk you through each transaction, explain the details of the ESPP, answer your questions, and produce reports detailing Shares purchased and sold. 29. What happens if I go on a leave of absence or a disability leave? If you go on an approved leave of absence for any reason your payroll deductions for ESPP will continue during your leave of absence, if you remain on the payroll of the Company or any of its designated subsidiaries. If you are not paid through the Company payroll or any of its designated subsidiaries during your leave of absence, your payroll deductions for ESPP will stop. Any current offering period payroll deductions will still be used to purchase Shares at the end of the offering period. Upon reinstatement from a leave of absence, payroll deductions for ESPP will resume automatically unless you withdrew from the ESPP before you were reinstated to active employment. You may withdraw from ESPP while you are on a leave of absence in the same way that active employees are permitted to withdraw as explained under question 17. Participants should reference the relevant ESPP Country Supplement(s) for full country specific detail on this question, due to local variation. You may rejoin ESPP during the next enrollment period if you are an active employee. If you are unable to access the online website to withdraw, please contact HRdirect for assistance. 30. What happens to my ESPP account if I retire, am otherwise no longer employed by the Company, die or become ineligible to participate in the ESPP? If you retire, are otherwise no longer employed by Motorola Solutions or one of its qualified subsidiaries, die or become ineligible to participate in the ESPP prior to the end of an offering period, you will be withdrawn from the ESPP. Any accumulated payroll deductions for the current offering period will be returned to you without interest, via payroll. In the event of your death the accumulated funds will be paid directly to your heirs or estate. If the date of your retirement/termination is the last trading day of an offering period, your contributions for the current offering period will be used to purchase Shares. Your ESPP account will be retained with MSSB until it is closed (e.g. you sell your Shares or transfer your account to another broker or the funds or Shares held in the account are distributed to your estate). MSSB will not charge a maintenance fee for retaining your ESPP account. MSSB does not communicate with participants via after they are no longer Motorola Solutions employees. However, you may contact them via phone or postal service if you have a question about your account. Participants should reference the relevant ESPP Country Supplement(s) for any different policies that may apply due to local variation. 31. Can I name a beneficiary for my ESPP account? No. In the event of your death, payment of funds not used to purchase Shares will be refunded, and any Shares already credited to your ESPP account will be transferred to your heirs (person or persons to whom your ESPP interests pass by will or by the laws of descent or distribution) or the executor of your estate. 32. Who should an executor or person inheriting rights under the ESPP contact concerning Shares held at Morgan Stanley Smith Barney? The executor or personal representative must contact MSSB on for U.S. citizens or for non-u.s. citizens (both U.S. Permanent Residents and Non U.S. Residents) and request information to open an estate account. This information may include the following forms: new account form, client agreement and affidavit of domicile. The executor or personal representative may also need to provide a copy of the Certificate of Appointment naming the executor or personal representative of the estate and an original death certificate. Once the estate account is established, the executor or personal representative can make decisions regarding the disposition of Shares acquired through the ESPP. 33. What happens to my accumulated payroll deductions if I leave Motorola Solutions (or any designated subsidiary) as part of a divestiture* prior to the end of an offering period? If the divestiture occurs within the first 3 months of an offering period, you will be withdrawn from the ESPP and any accumulated payroll deductions will be returned to you without interest, via payroll. If the divestiture occurs in the last 3 months of an offering period, your accumulated payroll deductions will be used to purchase Shares on the last trading day of the offering period unless you withdraw from the ESPP as described in question 17.. * For purposes of the ESPP, divestiture refers to a sale, lease, outsourcing arrangement or any other type of asset transfer or transfer of any portion of a facility or any portion of a discrete organizational unit of Motorola Solutions or a designated subsidiary under ESPP. 34. What happens to any dividends that I may receive on my Shares? Any dividends you receive will be automatically reinvested (in additional Shares purchased at the current market value), subject to local law. You will receive a confirmation of the reinvestment from MSSB. A MSSB Customer Service Representative can assist participants who prefer to receive dividends in cash (via a US dollar check). Unless otherwise provided, any dividends you receive are taxable to Motorola Solutions Employee Stock Purchase Plan (ESPP) 12

13 you in the year you receive them whether reinvested or paid in cash. See the relevant ESPP Country Supplement(s) for a general guide to the taxation consequences of participating in the ESPP. 35. What happens in the event of a stock split or stock dividend? A stock split or stock dividend results in a stockholder owning a different number of shares but does not change the stockholder s proportionate ownership of the company. As a result, you may own a different number of Shares even though your proportionate ownership of the Company remains the same. For example, in the event of a 2 for 1 stock split a stockholder who owned 100 shares of stock trading at US$40 per share prior to a 2 for 1 stock split would own 200 shares trading at an adjusted price of US$20 per share immediately after the stock split. If the Company stock splits, the price of Shares will be adjusted to reflect the split. The following is an example of the effect on your purchase price under ESPP if the Company stock splits 2 for 1 during an ESPP offering period: PRE- POST- Closing price of a Share on first trading day of offering period: Closing price of a Share on the last trading day of SPLIT US$40 US$45 SPLIT US$20 ($40/2= $20) US$22.50 ($45/2=$22. 50) offering period: Your purchase price under ESPP is US$17.00 (US$40/2 x 85%). The above example is for illustrative purposes only and does not reflect actual or expected trading prices of the Shares. 36. Will I be charged fees or commissions for Shares purchases? No. Motorola Solutions will pay all fees to purchase Shares and maintain your account. However, you will be charged fees in connection with the sale of Shares in your ESPP account. See question Can I sell my Shares right away? Yes. You may sell full and fractional Shares once they are credited to your account subject to Securities and Exchange Commission insider trading rules. You are prohibited from selling Shares while in possession of material non-public information about the Company. You should review your obligations under the Motorola Solutions insider trading policy in connection with any sale. The policy can be found at It is the Company s expectation that the Shares will be available in your account no later than five business days after the close of each offering period. See the relevant ESPP Country Supplement(s) for a general guide to the taxation consequences of participating in the ESPP, including selling Shares you purchased under ESPP. Please consult your tax advisor before making any decisions that will affect your taxes. 38. What is the stock symbol for the Shares and where can I check the current Share price? The stock symbol for the Shares is MSI and you can check the price of a Share in a variety of different ways including: Access the MSSB website at (stock price is 20 minutes delayed). Call MSSB Check the financial section of most major daily newspapers, which list the closing stock prices on the NYSE Composite Transactions for the preceding trading day. Access various financial and securities websites. 39. Who may sell my Shares? Authorization to sell Shares will only be accepted directly from ESPP participants. Spouses, brokers and financial advisors may not initiate sale transactions. 40. Are there any fees or commissions for the sale of Shares in my ESPP account? MSSB will charge a sales commission based on the following schedule: Sales Commission shares US$25 flat fee shares US$0.05 per share 5,001+ shares US$0.04 per share In addition to the fees above, there is a MSSB standard confirm fee of US$5 and an Other Fee imposed on the transfer of Shares. The Other Fee is paid to the SEC at the time of sale and is required for all equity trades. Currently, the Other Fee is equal to US$ multiplied by the total principal amount of the proceeds. This fee is subject to periodic changes. For additional information about this fee contact MSSB. Example of fees on a sale of 100 Shares trading at US$45, and employee requests to receive a wire transfer: Flat US$25 = US$25 Fee: Confirm Fee: Other Fee: Wire Transfer Fee: TOTAL FEES: US$5 (100shares x US$45) =US$4,500x US$ US$5 US$25+ US$5+ US$ US$5 = US$5 = US$ = US$5 =US$35.09 NOTE: your bank may charge you fees for check encashment and currency exchange conversions. 41. What is a market sell order? A market sell order is an order to immediately sell your Shares based on the current market price of a Motorola Solutions Employee Stock Purchase Plan (ESPP) 13

14 Share. The order will be placed immediately (during the NYSE market hours) after the request to sell is received and accepted by MSSB. 42. What is a limit sell order? A limit sell order is an order to immediately sell your Shares based on a specified limit price (above the current market price) set by you. When the Share price reaches the limit established by you, your order is submitted for execution. This type of order remains in effect until it is either executed (Shares are sold) or canceled by you. You can place a limit sell order, either online or by telephone. 43. How do I access my brokerage account or sell Shares acquired through ESPP? Once you have purchased Shares through ESPP, you can access your brokerage account and initiate transactions in the following ways: Access the MSSB website at Call MSSB and speak to a Customer Service Representative. If you are experiencing difficulty accessing your MSSB ESPP account online, call a Customer Service Representative. 44. If I sell my Shares will I receive a confirmation? You will receive a MSSB confirmation, or confirm, after each sale. You can elect to have your confirmation mailed via regular U.S. mail and/or ed to you. If ed, you will receive a notification that a new document has been posted to your MSSB online account. Confirms are mailed /posted the next business day following the date of the sale. 45. What alternatives are available for the delivery of my sale proceeds? You may choose to have your sale proceeds sent to you via wire transfer or U.S. dollar check. You may also choose to have your sale proceeds sent to you via a local (non-u.s. ) currency check except if you are located in Argentina, Brazil, Czech Republic, Israel, Malaysia, Poland, South Korea and Taiwan. There is an additional US$5 fee for wire transfers (U.S. dollars or local currency) and US$10 fee for local currency checks. MSSB must have your wire transfer instructions on file before your sale proceeds can be transferred. The method you use to initiate your wire transfer will determine how your proceeds are distributed. IF YOU PLACE YOUR INSTRUCTIONS: Online Customer Service Representative* YOUR SALE PROCEEDS WILL BE IN: Local Currency or U.S. Dollars U.S. Dollars *You must complete the U.S. Dollar Wire Instructions or Currency Wire Instructions online at Alternatively, complete a Letter of Authorization to Transfer Funds form and fax to MSSB. This form and pre-filled fax cover sheet are available from the forms library located in the Customer Service Section of the MSSB website. NOTE: Employees in Argentina, Brazil, Czech Republic, Israel, Malaysia, Poland, South Korea and Taiwan should reference the relevant ESPP Country Supplement(s) for full country specific detail on this question, due to local variation. 46. Is there a guarantee against loss through ESPP? No. There is no guarantee against loss. The value of Shares your purchase could go up or down. The value may also be influenced by the volatility of the stock market. In addition to considering the potential value of this investment, it is also important to consider the possible risks described in Item 1A of the Company s latest annual report on Form 10-K and its other SEC filings available free of charge on the SEC s website at and on Motorola Solutions website at Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business and, accordingly, the price of our Shares. In addition, past financial performance of the Company may not be a reliable indicator of future performance and historical trends of Shares trading prices should not be used to anticipate results or trend in future periods. 47. What records do I need to keep for tax purposes? It is very important to keep all statements that MSSB s or sends to you because the information on the statements verifies your actual cost of the Shares. You can access your personal account information at or on the ESPP statements and purchase/sales confirmations you receive from MSSB. When you sell the stock, you may need to know your cost in order to determine the proper amount of gain or loss on the sale. Historical information about ESPP offering periods is available at under Pay & Finances (please note that documents or other information available on this website are not part of this ESPP Participation Guide unless expressly incorporated as such). 48. What are the tax consequences for me of participating in the ESPP? See the relevant ESPP Country Supplement(s) for a general guide to the taxation consequences of participating in the ESPP. Please consult your tax advisor before making any decisions that will affect your taxes. Motorola Solutions Employee Stock Purchase Plan (ESPP) 14

15 U.S. Country Supplement MOTOROLA SOLUTIONS AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN OF 1999 THIS EMPLOYEE STOCK PURCHASE PLAN (ESPP) U.S. COUNTRY SUPPLEMENT IS TO BE READ WITH THE ESPP PARTICIPATION GUIDE FOR ALL ELIGIBLE EMPLOYEES OF MOTOROLA SOLUTIONS, INC. DATED AUGUST 2011 ( ESPP PARTICIPATION GUIDE ). BOTH DOCUMENTS CONTAIN IMPORTANT INFORMATION ABOUT PARTICIPATION IN ESPP AND ARE AVAILABLE AT A PAPER COPY OF THE ESPP PARTICIPATION GUIDE AND THIS COUNTRY SUPPLEMENT MAY BE OBTAINED BY CONTACTING HRDIRECT AT HRdirect@motorolasolutions.com OR BY TELEPHONING U.S (PROMPT 3). ALTERNATIVELY WRITE TO MOTOROLA SOLUTIONS REWARDS ADMINISTRATION CENTRE, ATTN: ESPP, P.O. BOX 29005, PHOENIX, AZ , U.S.A. PLEASE READON BOTH DOCUMENTS. This ESPP U.S. Country Supplement dated August 2011 ( Supplement ) to the ESPP Participation Guide for all Eligible Employees of Motorola Solutions, Inc. dated August 2011 ( ESPP Participation Guide ) is a summary of additional information relating to participation by U.S. employees in the in the Motorola Solutions Amended and Restated Employee Stock Purchase Plan of 1999 (ESPP formerly known as MOTshare). ESPP became effective for U.S. eligible employees on 1 October This Supplement is based on legal documents. If there is a disagreement between this Supplement and the legal documents, the legal documents always govern. This Supplement constitutes part of a U.S. Prospectus covering shares of Motorola Solutions common stock ( Shares ) that have been registered under the U.S. Securities Act of Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the ESPP Participation Guide. ESPP is not qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended, and is not subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended. Motorola Solutions Employee Stock Purchase Plan (ESPP) 15

16 Frequently Asked Questions U.S. Only S.1. How are ESPP contributions calculated? Example: Assuming a 10% ESPP election: Bi-weekly ESPP eligible pay* $5, Less pre-tax deductions, e.g., 401(k) (estimate) $ Sub-total $4, Less payroll taxes (at 20%) $ Sub-total $3, Less: ESPP Contributions ($5,000 x 10%=$500) - $ Total bi-weekly net pay $3, * The above example is for illustrative purposes only. Please refer to the definition of "eligible pay" in the Participant Guide question 10. S.2. Are my ESPP contributions deducted on a pretax basis? No. The Internal Revenue Service ( IRS ) requires that discounted stock purchase plan contributions be made on an after-tax basis. This means ESPP contributions are subject to federal, state and local tax withholding (where applicable) and will be included as taxable wages on your year-end W-2 form. Taxation The statements set out in the following questions are intended only as a general guide to U.S. federal taxation in relation to participation in ESPP as of August 2009 and are not intended to be tax advice. The statements contained in the following questions and answers do not comprise a complete analysis of all the potential tax consequences of acquiring, holding and disposing of Shares in connection with participation in ESPP. These laws may be subject to change, possibly with retroactive effect. As a result, the information set forth below may be outdated at the time you acquire, hold or dispose of your Shares. All Motorola Solutions employees wishing to participate in ESPP are advised to consult their own tax advisors concerning the tax consequences under U.S. federal and state laws concerning the acquisition, ownership and disposal of Shares in connection with participation in ESPP. S.3. Because the stock is purchased at a discount, am I subject to any tax at the time of purchase? No. The discounted purchase price does not generate taxable income at the time of purchase. S.4. If I sell my stock, what information do I need to know for tax reporting? If you have sold your stock, you will need to know the following for tax reporting purposes: The market value of the stock on the first trading day of the offering period (April 1 or October 1). The market value of the stock on the last trading day of the offering period (March 31 or September 30). The price you paid for the stock and the amount of any reinvested dividends. The date you sold your stock and the price you sold it for. Any commissions paid to sell your stock. S.5. How is gain (or loss) on the sale of stock acquired through ESPP treated for U.S. federal income tax purposes? If you sell your stock, part of any gain or loss will generally be treated as ordinary income and a part as capital gain or loss. The discount portion of stock acquired through ESPP is generally considered ordinary income and subject to ordinary income taxes (at the same tax rates as salaries and wages). How long you own the shares before you sell them determines how much of the gain or loss will be treated as ordinary income and how much will be treated as capital gain or loss from the sale of stock: If you sell or otherwise dispose of any shares within two years after the first day of an offering period (October 1 and April 1) in which the shares were purchased, the difference between the fair market value of the shares on the date of purchase and the price you paid is treated as ordinary income. This amount will be reported by Motorola Solutions as ordinary income to you, on your annual Form W-2. If you sell or otherwise dispose of any shares more than two years after the first day of an offering period (October 1 and April 1) in which such shares were purchased, your ordinary income shall be the lesser of: o 15% of the fair market value of shares on the first day of the offering period; or Motorola Solutions Employee Stock Purchase Plan (ESPP) 16

17 o the amount, if any, by which the sale proceeds exceed the purchase price of the shares. Motorola Solutions will not report this income on your annual Form W-2. You will need to report this income on your individual income tax return and be prepared to provide on your individual income tax return any necessary documentation. Retain the statements provided to you by MSSB for this purpose. You will also recognize a capital gain or loss from the sale of stock to the extent of any further gain or loss. This gain or loss is taxed as long-term capital gain or loss if the shares have been held for more than one year from the purchase date. You are responsible for determining and reporting the amount of your capital gains or losses. Capital gain rates are subject to change and vary depending on how long the shares have been held. State and local taxes may also apply depending on where you live. State tax rules may be different from the U.S. federal income tax rules. Please consult your tax advisor before making any decisions that will affect your taxes. S.6. If I sell my stock within the two-year period from the first day of the purchase period in which the stock was purchased, how are the ordinary income and any capital gains or losses from the sale of stock determined? Your total gains or losses would be calculated as follows: Ordinary income equals the difference between the fair market value of the shares on the date of purchase and the discounted purchase price. Capital gains or losses from the sale of stock to the extent of any further gain or loss. If the shares are sold for less than the purchase price, the amount of ordinary income is the same but you would recognize a capital loss. Example: In this example, you sell all the ESPP stock you acquire in an offering period for $45.00 per share within two years of the first day of the purchase period in which the stock was purchased. DETERMINING PURCHASE PRICE Closing price of stock on first trading day of offering period $40.00 Closing price of stock on last trading day of offering period $44.00 Lower of the above values $40.00 Discounted 15% X 85% PURCHASE PRICE $34.00 PURCHASING SHARES AT THE END OF THE OFFERING PERIOD ESPP contributions for offering period $5, Divided by purchase price $34.00 NUMBER OF SHARES PURCHASED DETERMINING GAIN FROM THE SALE (Assuming all shares purchased are sold) Sale price per share $45.00 Times the number of shares sold X Sale proceeds* $6, Minus your aggregate purchase price paid for shares (ESPP contributions for offering period) - $5, YOUR GAIN $1, DETERMINING ORDINARY INCOME (Reported on IRS FORM W-2) Fair market value of stock on date of purchase (last trading day of offering period) $44.00 Less the purchase price per share - $34.00 Ordinary income per share $10.00 Times the number of shares sold X TOTAL ORDINARY INCOME $1, DETERMINING CAPITAL GAINS (Reported on IRS FORM 1040, SCHEDULE D) Sale proceeds* $6, Minus your initial ESPP contributions (aggregate purchase price paid for shares) - $5, Minus total ordinary income -$1, CAPITAL GAINS $ *Excludes fees and commissions Motorola Solutions Employee Stock Purchase Plan (ESPP) 17

18 S.7. If I sell my stock after the two-year period from the first day of the purchase period in which the stock was purchased, how are the ordinary income and any capital gains or losses from the sale of stock determined? Your total gains or losses would be calculated as follows: Ordinary income equals the lesser of: Sale price less purchase price; or 15% of the fair market value of the shares on the first day of the offering period in which the shares were purchased. Capital gains or losses from the sale of stock to the extent of any further gains or losses. These gains or losses will be taxed at capital gain rates. Capital gain rates are subject to change and vary depending on how long the shares have been held. If the shares are sold at a loss (sales price is less than purchase price), there is no ordinary income and you must recognize a long-term capital loss for the difference. Example: In the following example, you sell all the ESPP stock you acquire in an offering period for $45 per share, after the two-year period from the first day of the purchase period in which the stock was purchased. DETERMINING PURCHASE PRICE Fair market value of stock on first trading day of offering period $40.00 Fair market value of stock on last trading day of offering period $44.00 Lower of the above values $40.00 Discounted 15% X 85% PURCHASE PRICE $34.00 PURCHASING SHARES AT THE END OF THE OFFERING PERIOD ESPP contributions for offering period $5, Divided by purchase price $34.00 NUMBER OF SHARES PURCHASED DETERMINING GAIN FROM THE SALE (Assuming all shares purchased are sold) Sale price per share (Fair market value of stock on day of sale) $45.00 Times the number of shares sold X Sale proceeds* $6, Minus aggregate purchase price paid for shares (ESPP contributions for offering period) - $5, YOUR GAIN $1, DETERMINING ORDINARY INCOME It is the lesser of: -Fair market value of shares on sale date ( shares x $45.00) $6, Less purchase price of shares (ESPP contributions during offering period) $5, Alternative A (Your gain from the sale of all shares purchased) $ OR -Fair market value of shares on first trading day of offering period ( shares x $40.00) $5, Less purchase price of shares (ESPP contributions during offering period) $5, Alternative B (Purchase price discount) $ ORDINARY INCOME (Lesser of A or B) $ DETERMINING CAPITAL GAINS (Reported on IRS FORM 1040, SCHEDULE D) Sale proceeds* $6, Minus aggregate purchase price paid for shares (initial ESPP contributions) - $5, Minus ordinary income - $ CAPITAL GAINS $ *Excludes fees and commission. S.8. What options are available for determining the cost basis for sold shares? Cost basis is used to determine the proper amount of gain or loss on the sale of your shares. You may select from three choices for calculating the cost basis: 1. Specific identification calculates the cost basis using the purchase price of the shares that you SPECIFY at the time of the sale. For example: You can sell your March 2011 shares (bought at $30.56) now and hold your September 2009 shares (bought at $3.68*) until later or even sell some from each offering period. 2. Last in/first out uses the purchase price of the shares you LAST acquired. 3. First in/first out uses the purchase price of the shares you FIRST acquired. Note: If you do not specify your choice, the default "first-in/first out" option will be used. *$3.68 purchase price does not reflect the reverse stock split on Jan. 4, Motorola Solutions Employee Stock Purchase Plan (ESPP) 18

19 S.9. Will I be subject to any employment or income tax withholding requirements? The IRS will not impose employment tax or income tax withholding on shares acquired under the ESPP program. S.10. What if I make a gift of shares acquired under the ESPP program? Gifting shares constitutes a disposition that, depending upon the fair market value of Motorola Solutions shares on the date of your gift, may cause you to recognize ordinary income (i.e. salary and wages). Gifting shares does not trigger capital gain income. Please consult your tax advisor concerning the tax consequences of gifting shares. S.11. What if I die while owning shares that I acquired under the ESPP program? Ordinary income (i.e. salary and wages) must be reported on your final income tax return in an amount equal to the lesser of: 15% of the fair market value of your shares on the first day of the offering period in which the shares were purchased; or The amount by which the fair market value of your shares on your date of death exceeds the price you paid for the shares. For estate planning purposes, please consult your tax advisor concerning the tax consequences of owning shares acquired under the ESPP program at the time of your death. Motorola Solutions Employee Stock Purchase Plan (ESPP) 19