Exhibit 10.17
AMENDMENT No. 1
TO THE
TAX SHARING
AGREEMENT
BETWEEN
MOTOROLA, INC. AND FREESCALE
SEMICONDUCTOR, INC.
This AMENDMENT No. 1 TO THE TAX
SHARING AGREEMENT ( “Amendment No. 1” ) is
entered into as of June 18, 2004 by and between Motorola,
Inc., a Delaware corporation ( “MINC” ) and
Freescale Semiconductor, Inc., a Delaware corporation and wholly
owned subsidiary of MINC ( “Freescale” ) (MINC
and Freescale are sometimes collectively referred to herein as the
“Parties” and individually, a
“Party” );
RECITALS
WHEREAS, MINC and Freescale have previously
entered into that certain Tax Sharing Agreement dated as of April
4, 2004 (the “Tax Sharing Agreement” );
and
WHEREAS, the Parties now consider it desirable
to amend the Tax Sharing Agreement to confirm the consistent
treatment between the Parties and their respective affiliates of
various incentive compensation payments to employees of the Parties
and their respective affiliates as described below and to address
certain other matters;
NOW THEREFORE, in consideration of the mutual
agreements contained herein, the Parties agree as
follows:
I. Income Tax Deductions.
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A.
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Solely MINC or
any member of the MINC Group, as the case may be, shall be entitled
to claim any Tax deduction associated with the following items on
its respective Tax Return:
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1.
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The vesting of
Freescale restricted stock or restricted stock units received by
any MINC Employee (as defined below) with respect to MINC
restricted stock or restricted stock units held by such MINC
Employee and payment of any dividends with respect to such
Freescale restricted stock.
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2.
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The exercise of
any MINC stock options by any MINC Employee, the vesting of MINC
restricted stock or restricted stock units held by any MINC
Employee (and payment of any dividends on such MINC restricted
stock), any disqualifying dispositions made by any MINC Employee of
MINC shares acquired under the Motorola Employee Stock Purchase
Plan and any payments made pursuant to the Motorola Incentive Plan
or the Motorola Mid-Range Plan of 2003 to any MINC
Employee.
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1
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B.
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Solely
Freescale or any member of the Freescale Group, as the case may be,
shall be entitled to claim any Tax deduction associated with the
following items on its respective Tax Return:
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1.
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The exercise of
any MINC stock options by any Freescale Employee (as defined below)
on or after the first date any member of the Freescale Group
employed such Freescale Employee;
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2.
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The vesting of
MINC restricted stock or restricted stock units held by any
Freescale Employee on or after the first date any member of the
Freescale Group employed such Freescale Employee (and the payment
of any dividends on such MINC restricted stock at any time on or
after the first date any member of the Freescale Group employed
such Freescale Employee);
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3.
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Any
disqualifying dispositions of MINC shares acquired under the
Motorola Employee Stock Purchase Plan made by any Freescale
Employee on or after the first date any member of the Freescale
Group employed such Freescale Employee;
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4.
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Any replacement
award designed to replace benefits such individual would have been
eligible to accrue under the Motorola Elected Officers
Supplementary Retirement Plan paid to any Freescale Employee on or
after the date any member of the Freescale Group employed such
Freescale Employee; and
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5.
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Any payments
made pursuant to the Motorola Incentive Plan or the Motorola
Mid-Range Incentive Plan of 2003 to any Freescale Employee on or
after the first date any member of the Freescale Group employed
such Freescale Employee.
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C.
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1.
The following terms shall
have the following meanings:
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“Freescale
Employee” means any
person employed or formerly employed by any member of the Freescale
Group at the time of the exercise, vesting, disqualifying
disposition or payment,
