MOTOROLA, INC. EXECUTIVE SEVERANCE PLAN, AS AMENDED THROUGH DECEMBER 31, 2008 Effective October 1, 2008

Exhibit 10.45

MOTOROLA, INC.

EXECUTIVE SEVERANCE PLAN, AS AMENDED THROUGH DECEMBER 31, 2008

Effective October 1, 2008

      1.  Purpose .

     The purpose of the Motorola, Inc. Executive Severance Plan (the “Plan”) is to provide severance pay and benefits to Eligible Executives whose employment with Motorola, Inc. and its U.S. Affiliates and/or U.S. Subsidiaries is terminated under certain circumstances. The Plan is effective October 1, 2008 and is applicable to Eligible Executives who are notified of termination on or after October 1, 2008. The Plan is intended to be an “employee welfare benefit plan” as defined in Section 3(1) of the ERISA maintained primarily for the purpose of providing benefits for a select group of management or highly compensated employees. All benefits under the Plan shall be paid solely from the general assets of Motorola.

      2.  Eligibility .

     (a)  General Rules . An Eligible Executive shall receive the Severance Pay and benefits described in this Plan if the Eligible Executive’s employment with Motorola is terminated by Motorola in a Qualifying Termination and such termination of employment constitutes a separation from service within the meaning of Section 409A of the Code (a “Separation from Service”). In order to receive Severance Pay and benefits under the Plan, in addition to fulfilling the conditions and complying with the terms of the Plan, an Eligible Executive, as hereinafter provided, must execute and not revoke a general waiver and release in the form provided by Motorola (“General Release”) and must not be in breach of any agreement with Motorola containing restrictive covenants, or any other agreement with or obligation to Motorola for the protection of Motorola’s confidential and proprietary information.

     (b)  Effect of Other Plans and Agreements .

     (i) An Eligible Executive shall not receive Severance Pay and benefits under this Plan if the Eligible Executive is eligible for and receives severance pay and benefits under the Motorola, Inc. Senior Officer Change in Control Plan, the Motorola, Inc. Corporate Officer Change in Control Plan, or the Motorola, Inc. Corporate Officer Transition Change in Control Plan (collectively, the “VP Change in Control Plans”), or has claimed or is claiming termination pay under the laws of any country other than the United States . However, if a Change in Control occurs following a Qualifying Termination, any Severance Pay and medical benefits to which an Eligible Executive may be entitled under any VP Change in Control Plan shall be reduced by the Severance Pay and medical benefits actually received by such Executive under this Plan. Following the Change in Control, the Eligible Executive who is eligible for and is receiving severance pay and benefits under any VP Change in Control Plan shall be entitled to no further Severance Pay and benefits under this Plan.

     (ii) Subject to Section 2(b)(i) above, if an individual has entered into an individual employment or other contract with Motorola that explicitly provides for cash compensation upon a termination of employment, whether or not such payment is labeled severance pay, retention

pay or otherwise, (other than a stock option, restricted stock, restricted stock unit, stock appreciation right (“SAR”), supplemental retirement, deferred compensation or similar plan or agreement or other form of participant document entered into pursuant to a Motorola-sponsored group plan that may contain provisions operative on a termination of the Eligible Executive’s employment) and such contract is in effect on the date of the Eligible Executive’s termination of employment, such cash compensation shall be offset against the Severance Allowance provided under this Plan to the extent such cash compensation either does not provide for the deferral of compensation under Section 409A of the Code or is paid in a lump sum at the same time as severance paid under Section 3(b) hereunder. In all other respects, the terms of the individual agreement shall apply and shall supersede the terms of this Plan.

      3.  Severance Pay and Benefits .

     (a)  Severance Pay and Benefits . An Eligible Executive entitled to Severance Pay and benefits pursuant to Section 2 shall receive Severance Pay and severance benefits, based on the Eligible Executive’s level or salary grade, in accordance with the schedule attached as Exhibit A and the provisions of this Section 3.

     (b)  Form and Timing of Severance Payments . The total amount of the Severance Allowance provided in Section 3(a) shall be paid after the Eligible Executive’s Separation Date in a lump sum within thirty (30) days after the Eligible Executive signs and does not revoke the General Release, provided that the Eligible Executive signs the General Release no later than the last day of the 49-day consideration period and such payment shall occur (assuming no revocation) before March 15 of the year following the Separation Year. Each payment of Severance Pay and benefits to the Eligible Executive under this Plan, including payments pursuant to Section 3 and reimbursements under Sections 3(g), (h), (i), (j) and (o) and 4(e), will be considered a separate payment and not one of a series of payments for purposes of Section 409A of the Code.

     (c)  Alternate MIP Award for Separation Year . If an Eligible Executive receiving a Severance Allowance under this Plan participates in the Motorola Incentive Plan (“MIP Plan”) during the Separation Year, he or she shall receive, in lieu of any incentive bonus under the MIP Plan, the equivalent of a pro rata MIP Award based on actual business results for the Separation Year (“Alternate MIP Award”) and with an individual performance factor of 1.0, which Alternate MIP Award shall be paid in a lump sum on the first payroll date following July 1 of the year following the Separation Year (unless the Eligible Executive has made an irrevocable election under any deferred compensation arrangement subject to Code Section 409A to defer any portion of the Eligible Executive’s annual incentive bonus in respect of the Separation Year, in which case such deferred bonus shall be paid in accordance with such election) (such payment date, “Alternate MIP Award Payment Date”). The applicable pro rata amount shall be determined by multiplying (i) the product of the Eligible Executive’s Eligible Earnings, as defined in the MIP Plan, times his or her MIP Plan target percentage for the Separation Year times the business performance factor under the MIP Plan for the applicable organizational unit by (ii) a fraction, the numerator of which is the number of completed days of active work during the Separation Year and the denominator of which is 365. An Eligible Executive who receives an Alternate MIP Award may not receive an MIP Award under the MIP Plan for the Separation Year under any circumstances.

     (d)  Alternate SIP Award for Separation Year . If an Eligible Executive receiving a Severance Allowance under this Plan participates in a sales incentive plan pursuant to which he or she is eligible for an incentive award with respect to monthly or quarterly performance periods during the Separation Year, he or she shall receive the equivalent of a pro rata termination incentive for the applicable performance period in which the Separation Date occurs based on actual performance goals and performance results (“Alternate Quarterly or Monthly SIP Award”). If an Eligible Executive receiving a Severance Allowance under this Plan participates in a sales incentive plan pursuant to which he or she is eligible for an incentive award (or a portion of an incentive award) with respect to an annual performance period during the Separation Year, he or she shall receive the equivalent of a pro rata termination incentive (for such award or portion thereof) for the applicable performance period in which the Separation Date occurs based on actual performance goals and performance results (“Alternate Annual SIP Award”). The pro rata amount shall be determined as provided in the applicable SIP Plan. Alternate Quarterly or Monthly SIP Awards shall be paid at the same time as payment would be made under the SIP Plan for the applicable performance period if the Eligible Executive had remained an employee and Alternate Annual SIP Awards shall be paid on the Alternate MIP Award Payment Date. An Eligible Executive who receives an Alternate SIP Award may not receive a SIP Award under the SIP Plan for the same quarter or any subsequent quarter under any circumstances. Alternatively, an Eligible Executive who receives a SIP Award under the SIP Plan may not receive an Alternate SIP Award under this Plan for the same quarter or any subsequent quarter under any circumstances.

     (e)  Paid Time Off . The Severance Pay and benefits outlined in Section 3 above include and exceed any paid time off or similar amounts that are unpaid as of the Eligible Executive’s Separation Date, and the Eligible Executive shall not be entitled to any additional payment for or in respect of such unpaid amounts.

     (f)  Equity Awards . This Plan does not alter or amend any vesting or other terms and conditions contained in previous grants of stock options, restricted stock, restricted stock units, or SARs, as reflected in the agreements or award documents issued at the time of grant (“Equity Awards”). Following the Separation Date, except in the event the Eligible Executive violates one or more of the restrictive covenants referenced in Section 4(a) below, each of his or her outstanding Equity Awards will be accorded the most favorable treatment for which each Equity Award qualifies per the terms of the applicable plans, grant agreements or award documents.

     (g)  Medical Benefits . Benefits coverage in effect on the Eligible Executive’s 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 the Severance Period, provided that the Eligible Executive complies with all terms and conditions of the Medical Plan, including paying the necessary contributions and provided further, if the Eligible Executive is reemployed with another employer and becomes 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. The difference between the cost for such coverage under COBRA, as defined below, and the amount of the necessary contributions that the Eligible Executive is required to pay for such coverage as provided above will be paid by Motorola and considered imputed income to the Eligible Executive. The Eligible Executive is responsible for the payment of

income tax due as a result of such imputed income. After the total period of medical benefit continuation provided in this Plan, the Eligible Executive may elect to continue medical benefits under the Medical Plan at his or her 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 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. If the Eligible Executive is eligible for coverage under the Motorola Post-Employment Health Benefits Plan or any restated or successor plan (the “Retiree Plan”), the Eligible Executive may apply for such coverage, provided that he or she makes an election for such coverage, in accordance with the terms and conditions for such coverage under the Retiree Plan. The Eligible Executive may wait until the end of the period of continued Medical Plan coverage provided for in this Plan before electing to begin coverage under the Retiree Plan. If the Eligible Executive commences coverage under the Retiree Plan before he or she has exhausted the continued Medical Plan coverage provided for in this Plan, the continued Medical Plan coverage will end.

     (h)  Outplacement . Motorola also will provide senior executive outplacement and career continuation services by a firm to be selected by Motorola for up to 12 months following the Separation Date, as set forth in Exhibit A, if the Eligible Executive elects to participate in such services.

     (i)  Other Benefits . Except as otherwise expressly provided in the Plan, the effect of an Eligible Executive’s termination and this Plan upon the Eligible Executive’s participation in, or coverage under, any of Motorola’s benefit or compensation plans, including but not limited to the Motorola Omnibus Incentive Plan of 2006, as amended and restated through January 31, 2008, the Motorola Incentive Plan, the officer-level sales incentive plans, the General Instrument Corporation 1997 Long-Term Incentive Plan, the General Instrument Corporation 1999 Long-Term Incentive Plan, the Motorola Elected Officers Supplementary Retirement Plan, the Motorola Supplemental Pension Plan, the Motorola Elected Officers Life Insurance Plan, the 2006 Motorola Long Range Incentive Plan for any given performance cycle, the Motorola Management Deferred Compensation Plan, the Motorola Financial Planning Program, the VP Change in Control Plans or any other applicable group plan, stock option plan and any restricted stock, stock unit or SAR agreements, shall be governed by the terms of those plans and agreements. Motorola is making no guarantee, warranty or representation in this Plan regarding any position that may be taken by any administrator or plan regarding the effect of this Plan upon the Eligible Executive’s rights, benefits or coverage under those plans and agreements .

     (j)  Financial Planning Services . Notwithstanding anything to the contrary in Section 3(i) above, for any Eligible Executive who participates in the Motorola Financial Planning Program on such Eligible Executive’s Separation Date, Motorola will pay the Eligible Executive’s financial planning vendor for services rendered pursuant to the Motorola Financial Planning Program through the later of (i) 12 months following the Separation Date or (ii) April 30 of the calendar year following the Separation Year. Payment will be made within 90 days following the date the Eligible Executive submits evidence that he or she incurred such expenses, and in all events prior to the last day of the calendar year following the calendar year in which he or she incurs the expense. In no event will the amount of such expenses paid in one year affect

the amount of expenses eligible for payment, or in-kind benefits to be provided, in any other taxable year.

     (k)  Eligible Executives Whose Work Country is not the United States . To the extent an Eligible Executive is party to an agreement providing that Motorola shall relocate and/or repatriate him or her and eligible dependents to the United States and such agreement is still in effect on the Separation Date, Motorola will provide relocation and/or repatriation services in accord with the terms of that agreement. Payment of relocation vendors and/or reimbursement of the Eligible Executive will be made within 90 days following the date the Eligible Executive submits evidence that he or she incurred such expenses, and in all events prior to the last day of the calendar year following the calendar year in which he or she incurs the expense. In no event will the amount of such expenses paid or reimbursed in one year affect the amount of expenses eligible for payment or reimbursement, or in-kind benefit to be provided, in any other taxable year.

     (l)  Cessation of Payments upon Rehire . If an Eligible Executive is rehired by Motorola within the Severance Period, he or she shall repay a pro rata portion of the Severance Allowance calculated by multiplying the Severance Allowance by a fraction, the numerator of which is the total number of months of the Eligible Executive’s Severance Period minus the number of completed months of severance following the Separation Date, and the denominator of which is the total number of months of the Eligible Executive’s Severance Period. This requirement may be waived by Motorola, Inc.’s most senior Human Resources officer for compelling business reasons, as determined in his or her discretion. The Alternate MIP Award or the Alternate SIP Award, as applicable, shall be paid to, and/or may be retained by, the Eligible Executive as otherwise provided herein, provided that, this requirement may be waived by the most senior Human Resources officer in favor of reinstating the Eligible Executive to the MIP Plan or an officer-level SIP Plan for the performance period in which the Separation Date occurred, provided further that the payment under the MIP Plan or an officer level SIP Plan for the performance period of reinstatement will be paid at the same time either the Alternate MIP Award or Alternate SIP Award would have been paid if not so waived. In no event may the Eligible Executive receive an Alternate MIP Award or Alternate SIP Award and either an actual MIP Plan award or an actual SIP Plan award for the same performance period, as the case may be.

     (m)  Committee Discretion . Notwithstanding the foregoing, the Compensation and Leadership Committee of Motorola, Inc.’s Board of Directors or its delegate may, in its sole discretion, reduce, eliminate, or otherwise adjust the amount of an Eligible Executive’s Severance Pay and benefits, including the Alternate MIP Award and/or Alternate SIP Award. Such determination shall be made before any severance payments commence under this Section 3. Unless the Compensation and Leadership Committee determines otherwise, or unless the Eligible Executive is an officer subject to Section 16 of the Securities Exchange Act of 1934 or an officer reporting directly to Motorola, Inc.’s Chief Executive Officer or a member of Motorola’s Senior Leadership Team, Motorola, Inc.’s most senior Human Resources officer is delegated the authority to exercise the discretion provided by this provision with respect to Eligible Executives, provided such determination is made before any severance payments commence under this Section 3 and he or she reports such adjustment to the Compensation and

Leadership Committee in writing no later than the Committee’s next regularly scheduled meeting, with a copy to the Plan Administrator.

     (n)  Death of Executive . If an Eligible Executive entitled to a Severance Allowance or payments under Section 3(c) or (d) should die before all such amounts payable to him or her have been paid, such unpaid amounts shall be paid no later than 90 days following the Eligible Executive’s death (or in the case of payments under Section 3(c) or (d), within 90 days following determination of the applicable performance results) to Eligible Executive’s legal representative, if there be one, and, if not, to the Executive’s spouse, parents, children or other relatives or dependents of such Executive as the Plan Administrator, in his or her discretion, may determine; provided, however, such payee or payees shall not have the right to designate the taxable year of payment. Any payment so made shall be a complete discharge of any liability with respect to such benefit.

     (o)  Business Expenses . Each Eligible Executive shall be responsible for any personal charges incurred on any Motorola credit card or other account used by the Eligible Executive prior to the Eligible Executive’s Separation Date and the Eligible Executive shall pay all such charges when due. Motorola shall reimburse the Eligible Executive for any pending, reasonable business-rela