Nature of Award Contract Clauses (130)

Nature of Award. The Award represents the opportunity to receive units that settle in shares of Company common stock ("Shares") and cash dividend equivalents on those units. The Award is subject to performance-based vesting conditions ("Performance Units"). Furthermore, if the performance results exceed target levels, additional Performance Units are earned and distributed in proportion to this excess as determined pursuant to Section 2 hereof. The amount of dividends paid on Performance Units shall be determine...d pursuant to Section 4 hereof.1.Performance Goal and Determination of Number of Performance Units Earned. The number of Performance Units earned, if any, for the Performance Period shall be determined in accordance with the following formula:# of Units = Payout Percentage X Target AwardIf the Payout Percentage is not greater than 100%, the "# of Units" earned relates to the number of Performance Units subject to the Target Award. To illustrate, with a Target Award of 100 Performance Units, a 90% Payout Percentage would result in 90% of the Target Award being earned (90 Performance Units). If the Payout Percentage is greater than 100%, all Performance Units subject to the Target Award are earned and additional Performance Units equal to the "# of Units" in excess of the Target Award are earned. To illustrate, with a Target Award of 100 Performance Units, a 140% Payout Percentage would result in 100% of the Performance Units subject to the Target Award earned and 40 additional Performance Units earned. All Performance Units that are not earned shall be forfeited. The "Payout Percentage" is based on the Company's total shareholder return ("TSR") relative to that of the Peer Group defined herein (the "Percentile Rank") for the Performance Period, determined in accordance with the table set forth below: 4 TSR Table and Method of Calculation:Percentile RankPayout Percentage(% of Target Award)__ ("maximum") or higher___%__ ("target")___%__ ("threshold")___%Less than _____%Performance results between threshold and target, and target and maximum, will be interpolated.The Percentile Rank of a given company's TSR is defined as the percentage of the Peer Group companies' returns falling at or below the given company's TSR. The formula for calculating the Percentile Rank follows:Percentile Rank = (n - r + 1)/n x 100Where:n = total number of companies in the Peer Group, excluding the Companyr =the numeric rank of the Company's TSR relative to the Peer Group, where the highest return in the group is ranked number 1.To illustrate, if the Company's TSR is the third highest in the Peer Group comprised of 29 companies, its Percentile Rank would be __, which would result in a TSR Payout Percentage (weighted 50%) of __%. The calculation is: (29 - 3 + 1)/29 x ___ = __.The Percentile Rank shall be rounded to the nearest whole percentage, with (.5) rounded up.The "Peer Group" is defined as those utility companies listed in the EEI Index of U.S. Shareholder-Owned Electric Utilities at the end of the Performance Period.Total shareholder return is the percentage change in the value of an investment in the common stock of a company from the initial investment made on the last trading day in the calendar year preceding the beginning of the Performance Period through the last trading day in the final year of the Performance Period. It is assumed that dividends are reinvested in additional shares of common stock at the frequency paid.The total number of Performance Units earned shall be rounded to the nearest whole number of Performance Units, with (.5) rounded up. 5 3. Vesting and Settlement of Performance Units. Subject to Section 2, Section 6 and Section 8 hereof and Article 13 of the Plan, vesting of earned Performance Units subject to the Award (if any) shall occur upon completion of the Performance Period. The Company will settle Performance Units that have vested, as soon as administratively practicable, but no later than March 15 of the calendar year following the Performance Period, by issuing one Share for each Performance Unit vested. View More

Nature of Award. By accepting this PU, the Recipient acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan and this Performance Unit Agreement; (b) the grant of this PU is voluntary and occasional and does not create any contractual or other right to receive future awards under the Plan or benefits in lieu of Plan awards, eve...n if PUs or other Plan awards have been granted in the past; 5 (c) all decisions with respect to future PU awards will be at the sole discretion of the Committee; (d) he or she is voluntarily participating in the Plan; (e) the future value of the Underlying Shares is unknown and cannot be predicted with certainty; (f) if the Recipient resides and/or works outside the United States, the following additional provisions shall apply: (i) this PU, including any Dividend Equivalents, and the Underlying Shares are not intended to replace any pension rights or compensation; (ii) this PU, including any Dividend Equivalents, and the Underlying Shares (including value attributable to each) do not constitute compensation of any kind for services of any kind rendered to the Company and/or any subsidiary thereof and are outside the scope of the Recipient's employment contract, if any; (iii) this PU, including any Dividend Equivalents, and any Underlying Shares (including the value attributable to each) are not part of normal or expected compensation or salary, including, but not limited to, for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, service awards, pension or retirement or welfare benefits or similar payments unless such other arrangement explicitly provides to the contrary; (iv) no claim or entitlement to compensation or damages shall arise from forfeiture of the PU, including any Dividend Equivalents, resulting from the Recipient's termination of the Relationship for any reason, and in consideration of this PU, including any Dividend Equivalents, the Recipient irrevocably agrees never to institute a claim against the Company and/or subsidiary, waives his or her ability to bring such claim and releases the Company and/or subsidiary from any claim; if, notwithstanding the foregoing, such claim is allowed by a court of competent jurisdiction, then by accepting this PU, including any Dividend Equivalents, the Recipient is deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims; and (g) the Company shall not be liable for any foreign exchange rate fluctuation between the Recipient's local currency and the United States dollar that may affect the value of this PU or any amounts due pursuant to the settlement of the PU or the subsequent sale of any Underlying Shares acquired upon settlement. View More

Nature of Award. In accepting your Award, you acknowledge, understand and agree that: (a) the Plan is established voluntarily by the Company; it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of your Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Awards, or benefits in lieu of Awards, even if Awards have been granted in the past; (c)... all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company; 5 (d) the Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Participating Company Group and shall not interfere with any ability of the Participating Company Group to terminate your employment or service relationship (if any); (e) you are voluntarily participating in the Plan; (f) the Award and the Stock subject to the Award are not intended to replace any pension rights or compensation; (g) the Award and the Stock subject to the Award, and the income from and value of same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the underlying shares of Stock subject to your Award is unknown, indeterminable and cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of your Service with the Participating Company Group (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against any Participating Company, waive your ability, if any, to bring any such claim, and release the Participating Company Group from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such a claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (j) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Award Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and (k) the following provisions apply only if you are providing Service outside the United States: vi.the Award and the shares of Stock subject to the Award are not part of normal or expected compensation or salary for any purpose; vii.unless otherwise agreed with the Company, the Award and the shares of Stock subject to the Award, and any income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Participating Company other than the Company; provided, however, that your continued Service shall be required for vesting of the Restricted Stock Units as may be set forth in the Grant Notice and this Award Agreement; and 6 viii.you acknowledge and agree that the Participating Company Group shall not be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Award or of any amounts due to you pursuant to the settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement. View More

Nature of Award. Effective as of the date specified in the Grant Notice (the "Grant Date"), the Company hereby grants to the individual identified in the Grant Notice (the "Participant") the award as set forth in the Grant Notice (the "Award"). The Award is subject to the terms and conditions described in the Plan, this Award Agreement and the Grant Notice.

Nature of Award. By accepting this agreement, the Grantee acknowledges his or her understanding that: a. the grant of MSUs under this agreement is completely at the discretion of Motorola Solutions, and that Motorola Solutions' decision to make this Award in no way implies that similar awards may be granted in the future or that Grantee has any guarantee of future employment; b. neither this nor any such grant shall interfere with Grantee's right or the Company's right to terminate such employment relationship a...t any time, with or without cause, to the extent permitted by applicable laws and any enforceable agreement between Grantee and the Company; c. Grantee has entered into employment with Motorola Solutions or a Subsidiary (as defined in Section 20 below) upon terms that did not include this Award or similar awards, that his or her decision to continue employment is not dependent on an expectation of this Award or similar awards, and that any amount received under this Award is considered an amount in addition to that which the Grantee expects to be paid for the performance of his or her services; d. Grantee's acceptance of this Award is voluntary; and e. the Award is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments, notwithstanding any provision of any compensation, insurance agreement or benefit plan to the contrary. View More