SEPARATION AND RELEASE AGREEMENT

Exhibit 10.4

SEPARATION AND RELEASE AGREEMENT

This is a complete and final Agreement between MIKE ZAFIROVSKI (“you”), and Motorola, Inc. (“Motorola”) that resolves all matters between you and Motorola. Except where otherwise specified, this Agreement supersedes and nullifies all prior and concurrent communications, acknowledgements and agreements between you and Motorola. This Agreement has individually negotiated and has not been reached as part of a group incentive or other termination program. In consideration for the payments and benefits provided under this Agreement, you and Motorola agree to the following terms of your separation from Motorola:

1. SEPARATION . Your duties and responsibilities as President and Chief Operating Officer of Motorola ceased effective January 31, 2005 (the “Transition Date”). You tender and Motorola accepts your resignation as an employee or director of Motorola and its subsidiaries and affiliates effective as of July 29, 2005 (the “Separation Date”). Between the Transition Date and the Separation Date, you shall perform consulting services as requested by the Chairman of the Board and Chief Executive Officer of Motorola (the “CEO”), to assist in effecting a smooth transition of your responsibilities and knowledge to the CEO and/or any person(s) he designates. At Motorola’s request, you shall execute any and all documents reasonably necessary to confirm your resignation as an employee, director and/or officer of Motorola and its subsidiaries and/or affiliates. You shall not stand for reelection to the Motorola Board of Directors in 2005.

2. SEPARATION ALLOWANCE, REIMBURSEMENT OF EXPENSES, OFFICE SPACE . Motorola will pay you at your regular base salary rate at regular payroll intervals, less applicable state and federal payroll deductions, between your Transition Date and Separation Date. The total gross amount of these payments is Four Hundred Sixty-Eight Thousand Dollars and No Cents ($468,000.00) (“Transition Allowance”). Except as otherwise provided herein, you will continue to participate in all employee plans, and outstanding equity incentive awards, in which you currently participate and will be credited with service for vesting (and receive dividends when declared and paid generally) under all applicable Motorola employee plans through the Separation Date. Motorola also will

Signature of Attachment A is a condition to your receiving the Separation Allowance and other consideration under this Agreement. The above payments include and exceed any vacation pay, bonuses, or any other amounts that are unpaid as of your separation. You will receive a full 2004 bonus (with an individual performance factor of not less than 1.0) under the MIP and a 2003-2004 MRIP bonus when other executives receive their 2004 bonuses, in accordance with the terms of the respective plans. On the Separation Date, the unvested shares of your 2000 restricted stock grant will vest in accordance with its terms. You will only be paid the amounts specifically identified in this Agreement and will not receive any additional payments from Motorola. You shall not be eligible for any 2005 bonus under the Motorola Incentive Plan (“MIP”), any bonus under the Motorola Mid-Range Incentive Plan (“MRIP”) for the 2004-2005 performance cycle, or any other bonus for 2004 or 2005 or later under any annual, mid-range or long-range bonus plan.

3. BENEFIT AND COMPENSATION PLANS, OTHER PERQUISITES .

(a) The effect of your separation and this Agreement upon your participation in, coverage under, and rights to distribution or other payment from any of Motorola’s benefit or compensation plans, including but not limited to the Motorola Elected Officers Supplemental Retirement Plan, the Motorola Elected Officers Life Insurance Plan, the Motorola Mid-Range Incentive Plan for any given cycle, the Motorola Incentive Plan, the Motorola Management Deferred Compensation Plan, the Motorola Financial Planning Program, any applicable stock option plan, any stock option award document, and any restricted stock agreements shall be governed by the terms of those plans, documents and agreements. Motorola is making no guarantee, warranty or representation in this Agreement regarding any position that may be taken by any administrator or plan regarding the effect of this Agreement upon your rights, benefits or coverage under those plans .

(b) Upon your separation, each of your outstanding stock option grants will be accorded the most favorable treatment for which each grant qualifies per the terms of the applicable stock option plans or award documents (exercisable for not less than the lesser of 12 months or the unexpired stated option term).

(c) Benefits coverage in effect on your Separation Date under the Motorola Employee Medical Benefits Plan (“Medical Plan”), as amended from time to time, will be continued at the regular employee contribution rate through the end of December 31, 2005, provided that you comply with all terms and conditions of the Medical Plan, including paying the necessary contributions and provided further, if you are reemployed with another employer and become covered under that employer’s medical plan, the medical benefits described herein (if they are not terminated as provided in COBRA, defined below) shall be secondary to those provided under such other plan. After the total period of medical benefit continuation provided in this Agreement, you may elect to continue medical benefits under the Medical Plan at your own expense, in accordance with COBRA. The period of medical benefit continuation described immediately above counts toward and reduces the maximum coverage under Section 4980B of the Internal Revenue Code (“COBRA”), as described in Treasury Regulation Section 54.4980B-7, A-7(a). The COBRA period commences on the first of the month following the Separation Date.

(d) Your use of Company aircraft, other than on Motorola business at the request of the Chairman and Chief Executive Officer, and all other officer perquisites shall cease no later than January 31, 2005.

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4. TRANSFER OF EQUIPMENT/OUTPLACEMENT . Effective on or within fourteen days after your Separation Date, Motorola will transfer to you ownership of your cellular phone, your home broadband modem, your “good” wireless e-mail device and your laptop computer (the hard drive for which to be removed and replaced by Motorola). On that date you will assume responsibility for all, maintenance, service and other fees related thereto, and Motorola will have no responsibility for it thereafter. You are responsible for any income taxes due as a result of this transfer. Motorola also will provide senior executive outplacement and career continuation services by a firm to be selected by Motorola for a period of up to one (1) year if you elect to participate in such services.

5. PAYMENT IN THE EVENT OF DEATH . In the event of your death after the effective date of this Agreement, your surviving spouse shall be paid any unpaid payment amounts described in paragraphs 2 and 3 above, provided you had not breached paragraphs 6, 8, 9, 10, 11, or 12 prior to your death and provided further that eligibility for and payments made pursuant to paragraph 3 of this Agreement in the event of your death shall be made according to the terms of the applicable plans, award documents and agreements referenced therein.

6. NO DISPARAGEMENT . You agree that you will not, directly or indirectly, individually or in concert with others, engage in any conduct or make any statement calculated or likely to have the effect of undermining, disparaging or otherwise reflecting poorly upon Motorola or its good will, products or business opportunities, or in any manner detrimental to Motorola, though you may give truthful and nonmalicious testimony if properly subpoenaed to testify under oath. Motorola agrees that all members of the Senior Leadership Team (“SLT”), all members of the Motorola Board of Directors and all vice presidents of Human Resources as of the date of execution of this Agreement will not, directly or indirectly, individually or in concert with others, engage in any conduct or make any statement calculated or likely to have the effect of undermining, disparaging or otherwise reflecting poorly upon you, or in any manner detrimental to you, though they may give truthful and nonmalicious testimony if properly subpoenaed to testify under oath.

7. COOPERATION/INDEMNIFICATION . From your Transition Date, and for as long thereafter as shall be reasonably necessary, you agree to cooperate fully with Motorola in any investigation, negotiation, litigation or other action arising out of transactions in which you were involved o