What is the main purpose of this 8-K filing?

The main purpose of this filing is to inform investors about the adoption of a new Senior Officer Change in Control Severance Plan and the amendment of an existing one. These plans are designed to provide financial security and incentives to senior executives in the event of a company acquisition or other change in control.

What are the key benefits for senior officers under the new severance plan?

Under the new 2011 Senior Officer Change in Control Severance Plan, qualifying senior officers are entitled to receive a lump sum payment equivalent to two times their base salary plus two times their target annual bonus, a pro-rata bonus for the performance period of termination, continued medical and insurance benefits for up to two years, and age and service credit for retiree medical eligibility. Provisions are also in place to manage potential excise taxes.

When do these new severance plans become effective, and who is covered?

The "2011 Senior Officer Change in Control Severance Plan" becomes effective for officers of Senior Vice President level and above who are first elected or promoted on or after February 1, 2011. The "Legacy Senior Officer Plan" is amended and restated, closes to new participants on February 1, 2011, and is expected to terminate on January 31, 2014, with existing severance obligations continuing under it until that date.

How does Motorola Solutions address potential tax implications for these severance packages?

The filing states that qualifying participants will have their severance benefits adjusted to avoid Section 4999 excise taxes if that option is more favorable to them on an after-tax basis, or they will pay the taxes themselves. This ensures that executives receive the most beneficial outcome after taxes.

MSI 8-K: Leadership Changes

Summary

This 8-K filing from Motorola Solutions, Inc. (MSI) on January 31, 2011, primarily announces the adoption and amendment of senior officer change-in-control severance plans. The company established a new plan, the "2011 Senior Officer Change in Control Severance Plan," effective February 1, 2011, for newly appointed or promoted senior officers. This new plan replaces existing plans for officers who remain with the company until February 1, 2014. The key takeaway for investors is the company's proactive approach to retaining and incentivizing senior leadership by providing significant severance packages in the event of a change in control. These packages include multi-year salary and bonus continuation, extended benefits, and provisions to mitigate excise taxes. The filing also details the "Legacy Senior Officer Amended and Restated Change in Control Severance Plan," which clarifies its terms and its eventual termination, ensuring continuity for existing participants until January 31, 2014.

Key Highlights

1Adoption of the "2011 Senior Officer Change in Control Severance Plan" for senior officers promoted or elected on or after February 1, 2011.
2Establishment of a "Legacy Senior Officer Amended and Restated Change in Control Severance Plan" which closes to new participants on February 1, 2011, and is expected to terminate on January 31, 2014.
3Severance benefits under the new plan include cash payments equivalent to two times base salary plus target annual bonus, pro-rata bonus, and continued benefits for up to two years.
4Severance is triggered by termination for "Good Reason" or involuntary termination without "Cause," Disability, death, or normal retirement within two years following a change in control.
5Provisions are included to address Section 409A and Section 4999 excise taxes related to severance payments, offering participants the more favorable option on an after-tax basis.
6The new plan has a four-year term, extending for two years post-change in control if one occurs during the term, and requires one year's advance notice for adverse amendments or termination.

Motorola Solutions, Inc. 8-K Report, Executive Changes (Jan 31, 2011)

Summary

Key Highlights

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