MOTOROLA, INC. SENIOR OFFICER AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE PLAN

Exhibit 10.44

MOTOROLA, INC. SENIOR OFFICER
AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE PLAN

INTRODUCTION

     The Board of Directors of Motorola, Inc. considers the maintenance of a sound management to be essential to protecting and enhancing the best interests of the Company (as hereinafter defined) and its stockholders. In this connection, the Company recognizes that the possibility of a Change in Control (as hereinafter defined) may exist from time to time, and that this possibility, and the uncertainty and questions it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders. Accordingly, the Board (as hereinafter defined) has determined that appropriate steps should be taken to encourage the continued attention and dedication of members of the Company’s management to their assigned duties without the distraction which may arise from the possibility of a Change in Control of the Company. The Company has further determined to amend and restate the Plan in order to bring the Plan into documentary compliance with the provisions of Section 409A (as hereinafter defined).

     This Plan does not alter the status of Participants (as hereinafter defined) as at-will employees of the Company. Just as Participants remain free to leave the employ of the Company at any time, so too does the Company retain its right to terminate the employment of Participants without notice, at any time, for any reason. However, the Company believes that, both prior to and at the time a Change in Control is anticipated or occurring, it is necessary to have the continued attention and dedication of Participants to their assigned duties without distraction, and this Plan is intended as an inducement for Participants’ willingness to continue to serve as employees of the Company (subject, however, to either party’s right to terminate such employment at any time). Therefore, should a Participant still be an employee of the Company at such time, the Company agrees that such Participant shall receive the severance benefits hereinafter set forth in the event the Participant’s employment with the Company terminates subsequent to a Change in Control under the circumstances described below.

     Notwithstanding the foregoing and Section 4.2(d), however, in the event that the Participant is terminated by the Company as provided in Section 4.1(a) or resigns for Good Reason, in each case during the twelve-month period prior to a Change in Control, but subsequent to such time as negotiations or discussions with a third party which ultimately lead to a Change in Control have commenced, then such termination (such a termination of employment, an “Anticipatory Termination”) shall be deemed to be a termination which entitles such Participant to the severance benefits hereinafter set forth.

ARTICLE I
ESTABLISHMENT OF PLAN

     As of the Effective Date (as hereinafter defined), the Company hereby amends and restates the Motorola, Inc. Senior Officer Change in Control Severance Plan, as set forth in this document.

ARTICLE II
DEFINITIONS

     As used herein the following words and phrases shall have the following respective meanings unless the context clearly indicates otherwise.

     (a)  Affiliate . Any entity which controls, is controlled by or is under common control with the Company.

     (b)  Board . The Board of Directors of the Company.

     (c)  Cause . With respect to any Participant: (i) the Participant’s conviction of any criminal violation involving dishonesty, fraud or breach of trust or (ii) the Participant’s willful engagement in gross misconduct in the performance of the Participant’s duties that materially injures the Company.

For purposes of this Section 2(c), no act, or failure to act, on the part of the Participant shall be considered “willful” unless it is done, or omitted to be done, by the Participant in bad faith or without reasonable belief that the Participant’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon (A) authority given pursuant to a resolution duly adopted by the Board, or if the Company is not the ultimate parent corporation of its Affiliated entities and is not publicly-traded, the board of directors of the ultimate parent of the Company (the “Applicable Board”), (B) the instructions of the Chief Executive Officer or Chief Financial Officer of the Company or (C) the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Participant in good faith and in the best interests of the Company. The cessation of employment of the Participant shall not be deemed to be for Cause unless and until there shall have been delivered to the Participant a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Applicable Board (excluding the Participant, if the Participant is a member of the Applicable Board) at a meeting of the Applicable Board called and held for such purpose (after reasonable notice is provided to the Participant and the Participant is given an opportunity, together with counsel for the Participant, to be heard before the Applicable Board), finding that, in the good faith opinion of the Applicable Board, the Participant is guilty of the conduct described in Section 2(c)(i) or 2(c)(ii), and specifying the particulars thereof in detail.

     (d)  Change in Control . The occurrence of any of the following events: a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”), or any successor provision thereto, whether or not the Company is then subject to such reporting requirement; provided that, without limitation, such a Change in Control shall be deemed to have occurred if (i) any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then

outstanding securities (other than the Company or any employee benefit plan of the Company; and, for purposes of the Plan, no Change in Control shall be deemed to have occurred as a result of the “beneficial ownership,” or changes therein, of the Company’s securities by either of the foregoing), (ii) there shall be consummated (A) any consolidation or merger of the Company in which the Company is not the surviving or continuing corporation or pursuant to which shares of common stock would be converted into or exchanged for cash, securities or other property, other than a merger of the Company in which the holders of common stock immediately prior to the merger have, directly or indirectly, at least a 65% ownership interest in the outstanding common stock of the surviving corporation immediately after the merger, or (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company other than any such transaction with entities in which the holders of the Company’s common stock, directly or indirectly, have at least a 65% ownership interest, (iii) the shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company, or (iv) as the result of, or in connection with, any cash tender offer, exchange offer, merger or other business combination, sale of assets, proxy or consent solicitation (other than by the Board), contested election or substantial stock accumulation (a “ Control Transaction ”), the members of the Board immediately prior to the first public announcement relating to such Control Transaction shall thereafter cease to constitute a majority of the Board.

     (e)  Code . The Internal Revenue Code of 1986, as amended from time to time.

     (f)  Company . Motorola, Inc. and any successor thereto.

     (g)  Date of Termination . The effective date specified in the Notice of Termination as of which the Participant’s employment terminates (which shall be not less than thirty (30) days nor more than sixty (60) days after the date such Notice of Termination is given). The Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that any termination described in this Plan constitutes a “separation from service” within the meaning of Section 409A, and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the “Date of Termination.”

     (h)  Disability . A condition such that the Participant by reason of physical or mental disability becomes unable to perform his normal duties for more than one-hundred eighty (180) days in the aggregate (excluding infrequent or temporary absence due to ordinary transitory illness) during any twelve-month period.

     (i)  Effective Date . The Effective Date shall be December 31, 2008.

     (j)  Employee . Any full-time, regular-benefit, non-bargaining employee of the Company.

     (k)  ERISA . The Employee Retirement Income Security Act of 1974, as amended from time to time.

     (l)  Good Reason . “Good Reason” means actions taken by the Company resulting in a material negative change in the employment relationship. For these purposes, with respect to any Participant, a “material negative change in the employment relationship” shall include, without limitation, without such Participant’s written consent, (i) the Participant is assigned duties materially inconsistent with his position, duties, responsibilities and status with the Company during the 90-day period immediately preceding a Change in Control, or the Participant’s position, authority, duties or responsibilities are materially diminished from those in effect during the 90-day period immediately preceding a Change in Control (whether or not occurring solely as a result of the Company ceasing to be a publicly traded entity), (ii) a material reduction in the Participant’s (x) annual base salary or (y) total annual compensation opportunity, from such total annual compensation opportunity as in effect during the 90-day period immediately prior to the Change in Control, or as the same may be increased from time to time, (iii) the Company requires the Participant regularly to perform his duties of employment beyond a fifty (50) mile radius from the location of the Participant’s employment immediately prior to the Change in Control, (iv) the Company fails to obtain a satisfactory agreement from any successor to assume and perform this Plan, as contemplated by Article VI hereof, or (v) any other action or inaction that constitutes a material breach by the Company of this Plan with respect to such Participant.

In order to invoke a termination for Good Reason, the Participant shall provide a Notice of Termination pursuant to Section 7.5 to the Company’s General Counsel of the existence of one or more of the conditions described in clauses (i) through (v) within 90 days following the Participant’s initial knowledge of the existence of such condition or conditions, specifying in reasonable detail the conditions constituting Good Reason (hereinafter, “Notice of Termination for Good Reason”), and the Company shall have 30 days following receipt of such written notice (the “Cure Period”) during which it may remedy the condition. In the event that the Company fails to remedy the condition constituting Good Reason during the applicable Cure Period, the Participant’s “separation from service” (within the meaning of Section 409A) must occur, if at all, within two years following the initial existence of the condition or conditions constituting Good Reason (or, if earlier, prior to the two year anniversary of the Change in Control) in order for such termination as a result of such condition to constitute a termination for Good Reason. The Participant’s mental or physical incapacity following the occurrence of an event described above in clauses (i) through (v) shall not affect the Participant’s ability to terminate employment for Good Reason and the Participant’s death following delivery of a Notice of Termination for Good Reason shall not affect the Participant’s estate’s entitlement to Separation Benefits provided hereunder.

     (m)  Notice of Termination . Written notice that shall indicate the specific termination provision in this Plan (if any) relied upon and set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Participant’s employment.

     (n)  Participant . An individual who qualifies as such pursuant to Section 3.1.

     (o)  Plan . The Motorola, Inc. Amended and Restated Senior Officer Change in Control Severance Plan.

     (p)  Section 409A . Section 409A of the of the Code, and the rules and regulations issued thereunder.

     (q)  Separation Benefits . The benefits described in Section 4.2 that are provided to qualifying Participants under the Plan.

     (r)  Subsidiary . Any corporation in which the Company, directly or indirectly, holds a majority of the voting power of such corporation’s outstanding shares of capital stock.

ARTICLE III
ELIGIBILITY

     3.1 Participation . Participants in the Plan are elected officers of the Company who are at or above the level of Senior Vice President; provided that such Participants will not be entitled to Separation Benefits under this Plan if they are not at or above the level of Senior Vice President at the time of the Change in Control; provided , further that any reduction of a Participant’s position subsequent to such time as negotiations or discussions with a third party which ultimately lead to a Change in Control have commenced shall be of no effect for purposes of this Section 3.1. Notwithstanding the foregoing, a Participant shall not be entitled to receive Separation Benefits (or any other benefits under the Plan), if the Participant has entered into a change in control letter agreement with the Company which has not been waived by the Participant or terminated by the Company.

     3.2 Duration of Participation . A Participant shall only cease to be a Participant in the Plan as a result of an amendment or termination of the Plan complying with Article VI of the Plan, or when he ceases to be an Employee or no longer qualifies as a Participant under Section 3.1, unless, at the time he ceases to be an Employee or no longer qualifies as a Participant under Section 3.1, such Participant is entitled to payment of a Separation Benefit as provided in the Plan or there has been an event or occurrence constituting Good Reason that would enable the Participant to terminate his employment and receive a Separation Benefit. A Participant entitled to payment of a Separation Benefit or any other amounts under the Plan shall remain a Participant in the Plan until the full amount of the Separation Benefit and any other amounts payable under the Plan have been paid to the Participant.

ARTICLE IV
SEPARATION BENEFITS

     4.1 Terminations of Employment Which Give Rise to Separation Benefits Under This Plan . A Participant shall be entitled to Separation Benefits as set forth in Section 4.2 below if, (a) at any time following a Change in Control and prior to the second anniversary of the Change in Control, the Participant’s employment is terminated (i) involuntarily for any reason other than Cause, death, Disability or retirement under a mandatory retirement policy of the Company or any of its Subsidiaries as in effect prior to such time as negotiations or discussions with a third party which ultimately lead to a Change in Control have commenced or (ii) by the Participant after the occurrence of an event giving rise to Good Reason or (b) the Participant experiences an Anticipatory Termination. For purposes of this Plan, any purported termination by the Company or by the Participant shall be communicated by written Notice of Termination to the other in accordance with Section 7.5 hereof.

     4.2 Separation Benefits .

     (a) If a Participant’s employment is terminated under circumstances which entitle the Participant to Separation Benefits under this Section 4.2 (a “Qualifying Termination”), then the Company shall (except as provided below with respect to an Anticipatory Termination) pay to the Participant, in a lump sum in cash within ten (10) days after the Date of Termination, the aggregate of the following amounts which benefits, except as provided in Section 7.4 below, shall be in addition to any other benefits to which the Participant is entitled other than by reason of this Plan: (i) unpaid salary with respect to any paid time off accrued but not taken as of the Date of Termination; (ii) accrued but unpaid salary through the Date of Termination, (iii) any earned but unpaid annual incentive bonuses from the fiscal year immediately preceding the year in which the Date of Termination occurs (unless (x) such annual incentive bonus is “nonqualified deferred compensation” within the meaning of Section 409A, in which case such bonus shall be paid at the time that bonuses with respect to such fiscal year are or otherwise would be paid in accordance with the terms of the applicable plan or (y) the Participant has made an irrevocable election under any deferred compensation arrangement subject to Section 409A to defer any portion of such annual incentive bonuses, in which case any such deferred bonuses shall be paid in accordance with such election); (iv) an amount equal to three (3) times the greater of (x) the Participant’s highest annual base salary in effect at any time during the period commencing three (3) years preceding the date the Change in Control occurs and ending on the date the Change in Control occurs, and (y) the Participant’s annual base salary in effect on the Date of Termination, and (v) an amount equal to three (3) times the highest annual bonus, including any bonus or portion thereof that has been earned but deferred (and annualized for any fiscal year consisting of less than twelve (12) full months or during which the Participant was employed for less than twelve (12) full months), the Participant received from the Company during the five (5) full fiscal years of the Company immediately preceding the Date of Termination (the amount determined pursuant to clause (i) through (v), the “Cash Severance Payment”); provided, however, that in the event of an Anticipatory Termination, the Company shall pay the Cash Severance Payment (reduced by any amount the Participant receives as “Severance Allowance”

as defined in the Motorola, Inc. Executive Severance Plan (the “Non-CIC Severance Plan”)) to the Participant on the date of the Change in Control to which such Anticipatory Termination relates. In addition, in the event of a Qualifying Termination, the Participant shall be entitled to a pro-rated bonus determined as follows: