2018 Guide to Effective Proxies

2.17.3 Business strategy | 307 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES We continue to focus on sustained engagement efforts each year and remain committed to taking into account the results of future stockholder votes and ongoing dialogues with our stockholders when reviewing our compensation program and practices. Our Executive Compensation Program Is Aligned to Our Business Strategy and Features Many Leading Practices A significant percentage of target total direct compensation, 90% for the CEO and 80% on average for the other NEOs, is “at risk” and linked to actual performance. Performance measures are linked to near-term operating objectives and delivery of long-term value to stockholders through both relative and absolute stock price performance. The long-term incentive program for management’s Executive Committee (“EC”) established in 2015 and unchanged in 2016 and 2017 is 100% performance-based. The Committee retains an independent compensation consultant to review the Company’s compensation program and practices. The independent compensation consultant reviews our pay and performance relationship annually with the Committee. Our performance-based plans (STIP, LRIP, market stock units (“MSUs”) and POs) are subject to maximum payout caps. In the event of a change in control, long-term equity incentives have a double trigger; that is, outstanding equity awards will not vest in the event of a change in control unless also accompanied by a qualifying termination of employment. Accelerated vesting at a change in control is only provided if the acquirer does not assume or replace the outstanding equity awards. The Company provides limited executive perquisites and no excise tax gross-ups. Executives are required to hold stock equal to 6x salary for the CEO and 3x salary for each of the other NEOs. Compensation is subject to claw-back in the event of certain financial restatements. Hedging of Company securities is prohibited. Our insider trading policy prohibits pledging, and no NEOs have pledged any Company equity. We conduct regular risk assessments of our compensation programs and practices. We Continue to Innovate our Talent Programs and Link Talent and Pay Decisions As our business continues to grow and our talent needs evolve we are enhancing our talent programs to ensure that we can meet the new challenges of attracting, developing, engaging and rewarding the top talent in our global industry. Throughout 2017, we re-invested in our Talent Acquisition, undertook a significant talent refresh in growth areas (e.g., Software and Services) and implemented a global leadership program for all managers. In addition, we enhanced the process to identify, develop, invest in, and monitor progress of our key talent. Our multifaceted development approach includes: new and expanded job assignments, formal and informal learning, coaching and engagement with our executive committee, our CEO and the Board. We renewed our focus on succession management, including, but not limited to, all Vice President-level roles and other roles deemed to be critical for the future of our business. We continue to support and track initiatives aimed at increasing the diversity of our workforce, and remain committed to paying competitively and providing differentiated rewards that recognize outstanding business performance and leadership behaviors. Independent Experts Guide Program Development The Committee engages an independent consultant, Compensation Advisory Partners LLC (“CAP”), to advise on the Company’s executive compensation strategy and program design and to provide regulatory and market trend updates. CAP carries out competitive reviews as directed by the Committee and provides input on specific compensation recommendations for our CEO and other members of management’s EC. In 2017, the Committee continued to engage CAP as its independent compensation consultant. CAP participates in Committee meetings, including regular discussions with the Committee, without management present, to ensure impartiality on certain decisions. During 2017, the Committee also reviewed the independence of CAP using assessment criteria that aligned with the SEC and related NYSE rules adopted in 2012. The Committee concluded that CAP was independent and had no conflicts of interest. 24 Motorola Solutions Notice of 2018 Annual Meeting of Stockholder and Proxy Statement MOTOROLA SOLUTIONS, INC.