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Exhibit
99.3
MOTOROLA,
INC.
1303 East Algonquin
Road
Schaumburg, Illinois 60196
April 7,
2008
To: Each of the
Persons Listed on Schedule A Hereto (the “
Icahn
Group ”)
This letter agreement
shall become effective upon the appointment or election of Keith A.
Meister (the “ Designee
”)
to the Board of Directors (the “ Board
”)
of Motorola, Inc. (the “ Company
”).
The Company understands and agrees that, subject to the terms of,
and in accordance with, this letter agreement, each of the Icahn
Designees (as defined in the Agreement dated the date hereof
between the Company, Carl Icahn, Icahn Partners LP, Icahn Partners
Master Fund LP and High River Limited Partnership) may, if and to
the extent he desires to do so, disclose information he obtains
while a member of the Board to the Representatives (as hereinafter
defined) and may discuss such information with any and all such
persons. As a result, you may receive certain non-public
information regarding the Company. You acknowledge that this
information is proprietary to the Company and may include trade
secrets or other business information the disclosure of which could
harm the Company. In consideration for, and as a condition of,
non-public information being furnished to you (and, subject to the
restrictions in paragraph 2, your agents, representatives,
attorneys, advisors, directors, officers and employees,
collectively, “ Representatives
”),
you agree to treat any and all information concerning the Company
that is furnished to you or your Representatives (regardless of the
manner in which it is furnished, including without limitation in
written or electronic format or orally, gathered by visual
inspection or otherwise) by any Icahn Designee, or by or on behalf
of the Company, together with any notes, analyses, compilations,
studies, interpretations, documents or records containing,
referring, relating to, based upon or derived from such
information, in whole or in part (collectively, “
Evaluation
Material ”), in
accordance with the provisions of this letter agreement, and to
take or abstain from taking the other actions hereinafter set
forth.
1. The term
“Evaluation Material” does not include information that
(i) is or has become generally available to the public other than
as a result of a direct or indirect disclosure by you or your
Representatives in violation of this letter agreement, (ii) was
within your or any of your Representatives’ possession prior
to its being furnished to you by an Icahn Designee, or by or on
behalf of the Company or (iii) is received from a source other than
an Icahn Designee, the Company or any of its
representatives; provided
, that in
the case of each of (ii) and (iii) above, the source of such
information was not believed by you, after inquiring of the
disclosing person, to be bound by a confidentiality agreement with
or other contractual, legal or fiduciary obligation of
confidentiality to the Company with respect to such information at
the time the same was disclosed.
1
2. You hereby agree
that you and your Representatives will (a) keep the Evaluation
Material strictly confidential and (b) not disclose any of the
Evaluation Material in any manner whatsoever without the prior
written consent of the Company; provided
,
however
, that you
may disclose any of such information to your Representatives (i)
who need to know such information for the sole purpose of advising
you and (ii) who are informed by you of the confidential nature of
such information; provided
,
further
, that you
will be responsible for any violation of this letter agreement by
your Representatives as if they were parties hereto except that you
will not be so responsible with respect to any such Representative
who has executed a copy of this letter agreement as an Additional
Signatory and delivered such signed copy to the Company. It is
understood and agreed that the Icahn Designees shall not disclose
to you or your Representatives any Legal Advice (as defined below)
that may be included in the Evaluation Material with respect to
which such disclosure would constitute waiver of the
Company’s attorney client privilege; provided
,
however
, that the
Icahn Designees may provide such disclosure if reputable outside
legal counsel provides the Company with a written opinion that such
disclosure will not waive the Company’s attorney client
privilege with respect to such Legal Advice. “Legal
Advice” as used herein shall be solely and exclusively
limited to the advice provided by legal counsel stating legal
rights, duties, liabilities and defenses and shall not include
factual information or the formulation or analysis of business
strategy.
3. In the event that
you or any of your Representatives are required by applicable
subpoena, legal process or other legal requirement to disclose any
of the Evaluation Material, you will promptly notify (except where
such notice would be legally prohibited) the Company in writing by
facsimile and certified mail so that the Company may seek a
protective order or other appropriate remedy. Nothing herein shall
be deemed to prevent you or your Representatives, as the case may
be, from honoring a subpoena, legal process or other legal
requirement that seek or require discovery, disclosure or
production of the Evaluation Material if (a) you produce or
disclose only that portion of the Evaluation Material which your
outside legal counsel advises you is legally required to be so
produced or disclosed; or (b) the Company consents in writing to
having the Evaluation Material produced or disclosed pursuant to
the subpoena, legal process or other legal requirement. In no event
will you or any of
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