MANAGEMENT FEE AGREEMENT

Exhibit 10.3

THIS MANAGEMENT FEE AGREEMENT is dated as of December 2, 2006 (this “Agreement”) and is between Freescale Semiconductor, Inc., a Delaware corporation (“Freescale” or the “Company”) and Permira Advisers (London) Limited (the “Advisor”).

RECITALS

WHEREAS, the Company has entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 15, 2006, by and among Firestone Holdings LLC, and Firestone Acquisition Corporation, a Delaware corporation (“Merger Sub”), and Freescale.

WHEREAS, pursuant to an assignment and assumption agreement dated November 13, 2006, Firestone Holdings LLC assigned all of its rights and obligations under the Merger Agreement to Firestone Holdings L.P., a Cayman Islands exempted limited partnership (“Parent”), which agreed to assume all such rights and obligations.

WHEREAS, pursuant to the terms and subject to the conditions of the Merger Agreement, the Merger Sub merged with and into Freescale (the “Merger”), with Freescale surviving the Merger.

WHEREAS, funds affiliated with or managed or advised by each of The Blackstone Group, The Carlyle Group, Permira Advisers LLC and Texas Pacific Group, along with certain other investors (each such fund, an “Investor”; and each such group of affiliated funds or funds advised by the same adviser, an “Investor Group”) made an investment in Parent (the “Equity Financing”) in connection with the Merger and entered into an Investors Agreement dated as of December 1, 2006 (the “Investors Agreement”).

WHEREAS, the Merger was financed in part by the Equity Financing and in part by debt financings arranged by the Advisor (such financings, together with the Merger, the Equity Financing and related transactions are collectively referred to as the “Transactions”).

WHEREAS, the Advisor has expertise in the areas of finance, strategy, investment, acquisitions and other matters relevant to the Company and its business.

WHEREAS, the Advisor used its expertise to provide substantial financial and structural analysis, due diligence investigations, corporate strategy, and other advice and assistance in connection with the Transactions.

WHEREAS, the Company desires to avail itself and its subsidiaries of the Advisor’s expertise in providing financial and structural analysis, due diligence investigations, corporate strategy, and other advice and assistance, which the Company believes will be beneficial to it and its subsidiaries, and the Advisor wishes to provide the services to the Company as set forth in this Agreement in consideration of the payment of the fees described below.

WHEREAS, concurrently with the execution of this Agreement, the Company is entering into substantially identical management fee agreements (“Advisory Agreements”) with the affiliates or advisors of the Investors listed on Schedule A hereto (the “Other Advisors”).

NOW, THEREFORE, in consideration of the premises and agreements contained herein and of other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

AGREEMENT

SECTION 1. Appointment.

The Company hereby engages the Advisor, on a non-exclusive basis, to provide the services described in Section 2 (the “Services”) on the terms and subject to the conditions of this Agreement.

SECTION 2. Services.

(a) The Advisor agrees that until the earlier of the Termination Date or the date mutually agreed upon pursuant to Section 3(b) below, it will provide to the Company, to the extent appropriate and requested by the Company, by and through itself and/or its successors, assigns, affiliates, officers, employees and/or representatives and third parties (collectively hereinafter referred to as the “Advisor Designees”), as the Advisor in its sole discretion may designate from time to time, management, advisory and consulting services in relation to the affairs of the Company and its subsidiaries, including, without limitation, (a) advice regarding the structure, terms, conditions and other provisions, distribution and timing of debt and equity offerings and advice regarding relationships with the Company’s and its subsidiaries’ lenders and bankers, (b) advice regarding the strategy of the Company, (c) advice regarding dispositions and/or acquisitions and (d) such other advice directly related or ancillary to the above financial advisory services as may be reasonably requested by the Company; provided that the Services do not include any advisory or other services in connection with the Transactions; and provided, further, that if the Investor Group affiliated with or advised by the Advisor holds less than 10% of the limited partnership interests of Parent purchased by such Investor on the Closing Date, the Advisor will not be obligated to provide any Services.

(b) It is expressly agreed that the Services to be performed under this Agreement will not include any investment banking or other financial advisory services which may be provided by the Advisor or any of its affiliates or Advisor Designees in connection with any actual or potential acquisition, divestiture, financing, refinancing, recapitalization or other transaction involving the Company or any of its subsidiaries. The Advisor or its Advisor Designees shall be entitled to receive compensation, in addition to any fees paid under this Agreement, for providing services of the type specified in the preceding sentence by mutual agreement of the Company or such subsidiary, on the one hand, and the Advisor or its relevant affiliates or Advisor Designees, on the other hand.

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SECTION 3. Fees.

(a) Management Fee. In consideration for the Services, the Company will pay to the Advisor or its Advisor Designee an annual management fee in respect of each fiscal year from and including fiscal year 2006 (for which a pro-rated amount shall be assessed as described below) (the “Management Fee”; the term “Management Fee” as used in this Agreement means the Annual Amount as adjusted by the terms of this paragraph (a)). The Management Fee will accrue and be payable through December 31 of the year in which the Termination Date (as defined below) occurs. No Management Fee, or any portion thereof shall be refundable under any circumstances, except as provided below.

(i) On December 4, 2006, the Company shall pay to the Advisor or its Advisor Designee an aggregate amount of $219,402.46, representing a pro rata portion of the Annual Amount (as defined below) in respect of fiscal year 2006 calculated from December 2, 2006 through December 31, 2006.

(ii) Subject to Section 3(a)(iv) below, the Company shall pay to the Advisor or its Advisor Designee an annual aggregate amount equal to the product of (x) 9.60% and (y) 1.5% of the projected annual EBITDA (as defined below) based on the Company’s annual budget for such year (the “Annual Amount”). The Annual Amount shall be paid quarterly in advance in four equal payments on each January 1, April 1, July 1 and October 1, commencing on January 1, 2007.

(iii) On each April 30, commencing on April 30, 2008, (i) the Advisor will deliver to the Company a statement of the Services rendered for the most recently completed fiscal year (the “Recent Fiscal Year”) and (ii) the Company shall deliver to the Advisor a statement (the “EBITDA Statement”) setting forth for the Recent Fiscal Year a calculation of the Annual Amount based on the actual amount of the Company’s EBITDA for such Recent Fiscal Year. If the actual Annual Amount set forth on the EBITDA Statement exceeds the estimated Annual Amount previously paid with respect to such Recent Fiscal Year, then the Company shall promptly pay to the Advisor or its Advisor Designee, without interest, an amount equal to such excess.

(iv) If the estimated Annual Amount previously paid with respect to such Recent Fiscal Year exceeds the actual Annual Amount set forth on the EBITDA Statement, then the estimated Annual Amount to be paid in respect of the next fiscal year of the Company shall be reduced by the amount of such excess.

If the Advisor receives any payment of Management Fees in advance and its obligation to provide Services terminates within the calendar quarter to which such payment relates, the Advisor shall promptly (no later than 15 days after any such termination) turn over to the Company a portion of the payment or payments so received equal to the number of days remaining in the calendar quarter from the date the Advisor was no longer obligated to provide Services divided by 90 (“Returned Amounts”). The Company shall pay such Returned Amounts to the Other Advisors under all other Advisory Agreements, other than to any such Other Advisor that, under its respective agreement, is no longer obligated to provide Services. In the event there are Returned Amounts under any Advisory Agreement, in consideration for the incremental Services to be provided by the Advisor, the Advisor shall be

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entitled to receive a portion of such Returned Amounts equal to a fraction, the numerator of which is the aggregate Management Fee which the Advisor became entitled to receive in respect of such calendar quarter, and the denominator of which is the aggregate Management Fee paid to all advisors under all Advisory Agreements (including this Agreement) in respect of such calendar quarter, other than any advisor that, under its respective agreement, is no longer obligated to provide Services.

In the event an Other Advisor’s obligation to provide Services under its Advisory Agreement terminates and it is no longer entitled to its management fee, in consideration for the incremental Services to be provided by the Advisor, the Advisor shall be entitled to receive a portion of such management fee previously payable to such Other Advisor equal to a fraction, the numerator of which is the aggregate Management Fee which the Advisor is then entitled to, and the denominator of which is the aggregate Management Fee to which all advisors under all Advisory Agreements (including this Agreement) are then entitled to, other than any such advisor that, under its respective agreement, is no longer obligated to provide Services.

All amounts paid by the Company to the Advisor or its Advisor Designee pursuant to this Section 3 shall be made by wire transfer in same-day funds to the bank account designated by the Advisor or its Advisor Designee, and shall not be refundable under any circumstances, except as provided above.

For purposes of this Agreement:

(i) “Termination Date” means the earliest of (i) the tenth anniversary of the date hereof, (ii) such time as the Advisor is no longer obligated to provide Services pursuant to Section 2(a) and (iii) such earlier date as the Company and the Advisor may mutually agree upon.

(ii) “EBITDA” shall mean “Consolidated EBITDA”, as such term is defined in the Credit Agreement, dated as of December 1, 2006, among Merger Sub (to be merged with and into the Company), Citibank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the other parties thereto, as the same may be amended or replaced from time to time.

(b) Early Termination. Notwithstanding anything to the contrary contained in this Agreement, (i) at any time in connection with or in anticipation of (but conditional upon) a Change of Control (as defined below) or a Qualified Public Offering (as defined below), or sale of all or substantially all of the Company’s shares, businesses or assets (or at any time thereafter) or (ii) such earlier time as mutually agreed upon, and so long as a similar election is made with respect to all Advisory Agreements, the Advisor and the Company may mutually agree to terminate this Agreement and the Services provided hereunder in consideration for a lump sum payment by the Company to the Advisor or its Advisor Designee, in an amount to be determined at such time and consistent with customary practices of the Advisor. Such payment shall be paid on the date on which the Change of Control or Qualified Public Offering, or sale of shares, businesses or assets is consummated, or upon such other date as mutually agreed. Following the payment of the lump sum payment, the obligation of the Advisor to provide the Services hereunder, and the corresponding obligations of the

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Company to pay Management Fees, shall be terminated, but all other provisions of this Agreement shall continue unaffected. For purposes of this Agreement, “Change of Control” and a “Qualified Public Offering” shall have the meanings set forth in the Investors Agreement.

(c) Non-Payment. Other than following or in connection with a Change of Control, with the approval of the Majority Principal Investors (as defined in the Investors Agreement), the Company may defer the payment of any portion of the Management Fee (in the same proportion as the aggregate Management Fee to which all advisors under all Advisory Agreements (including this Agreement) is deferred) to the extent necessary in order for the Company to remain in compliance with rating agency requirements and covenants to lenders. To the extent the Company does not pay any portion of the Management Fee for any reason, including in reliance on the preceding sentence, or by reason of any prohibition on such payment pursuant to the terms of any agreement or indenture governing indebtedness of the Company or its subsidiaries, (x) any accrued but unpaid portion of the Management Fee shall be paid to the Advisor upon the earlier of (i) the first date on which the payment of such unpaid amount is permitted under such requirements or covenants, agreement or indenture, to the extent permitted by such requirements or covenants, agreement or indenture, and (ii) the total or partial liquidation, dissolution or winding up of the Company. Any portion of the Management Fee not paid on the scheduled due date will bear interest, payable in cash on each scheduled due date, at an annual rate of interest equal to the Non-Payment Rate (as defined below), from the date due until paid. For these purposes, the fact that the Advisor is subsequently no longer entitled to receive payments pursuant to paragraphs (a) or (b) above shall not affect its right to receive any deferred payment to which it is entitled pursuant to this paragraph (c). As used in this Agreement, the term “Non-Payment Rate” means a rate per annum equal to the greater of (i) the highest interest rate or rate of liquidation preference accretion paid, incurred or accrued by the Company and its subsidiaries in respect of any financial indebtedness or preferred stock and (ii) the Treasury Rate plus 350 basis points, in either case determined at the date payment was first due and not paid (the “First Date”