PLEASE NOTE THAT ATTENDANCE AT THE MEETING WILL BE LIMITED TO STOCKHOLDERS OF MOTOROLA MOBILITY HOLDINGS, INC. AS OF THE RECORD DATE (OR THEIR AUTHORIZED REPRESENTATIVES). YOU WILL BE REQUIRED TO PROVIDE THE ADMISSION TICKET THAT IS DETACHABLE FROM YOUR NOTICE OR PROXY CARD OR PROVIDE OTHER EVIDENCE OF OWNERSHIP. IF YOUR SHARES ARE HELD BY A BANK OR BROKER, PLEASE BRING TO THE MEETING YOUR BANK OR BROKER STATEMENT EVIDENCING YOUR BENEFICIAL OWNERSHIP OF MOTOROLA MOBILITY HOLDINGS, INC. STOCK TO GAIN ADMISSION TO THE MEETING AND YOU WILL NEED A PROXY FROM YOUR BANK OR BROKER TO VOTE YOUR SHARES OF COMMON STOCK AT THE MEETING.

ABOUT THE 2012 ANNUAL MEETING

This proxy statement (the “Proxy Statement”) is being furnished to holders of common stock, $0.01 par value per share (the “Common Stock”), of Motorola Mobility Holdings, Inc. (“Motorola Mobility”, or the “Company”). Proxies are being solicited on behalf of the Board of Directors of the Company (the “Board”) to be used at the 2012 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at the San Diego Marriott La Jolla Hotel, 4240 La Jolla Village Drive, La Jolla, California, 92037 on Monday, June 4, 2012 at 1:00 p.m., local time, for the purposes set forth in the Notice of 2012 Annual Meeting of Stockholders.

This Proxy Statement, the form of proxy and the Company’s 2011 Annual Report are being made available to stockholders on or after April 20, 2012.

All stockholders may view and print Motorola Mobility’s Proxy Statement and the 2011 Annual Report at the Company’s website at http://investors.motorola.com.

VOTING PROCEDURES

Who Is Entitled to Vote?

Only stockholders of record at the close of business on April 13, 2012 (the “record date”) will be entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof. On the record date, there were 303,747,123 issued and outstanding shares of Common Stock entitled to vote at the Annual Meeting. The Common Stock is the only class of voting securities of the Company.

A list of stockholders entitled to vote at the meeting will be available for examination at the corporate offices of Motorola Mobility Holdings, Inc., 600 N. U.S. Highway 45, Libertyville, Illinois 60048 for ten days before the Annual Meeting and at the Annual Meeting.

Why Did I Receive a Notice of Internet Availability?

Pursuant to Securities and Exchange Commission rules for the electronic distribution of proxy materials, we have elected to provide our stockholders access to our proxy materials and 2011 Annual Report on the Internet instead of sending a full set of printed proxy materials to all of our stockholders. This enables us to reduce costs, provide ease and flexibility for our stockholders and lessen the environmental impact of

our Annual Meeting. On or about April 20, 2012, we intend to mail most of our stockholders a Notice of Internet Availability of Proxy Materials (a “Notice”). If you receive a Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you request it. Instead, the Notice instructs you on how to access and review all of the important information contained in the 2012 Proxy Statement and 2011 Annual Report. The Notice also instructs you on how you may submit your proxy over the Internet or by telephone. If you receive a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice.

What if the Google Transaction is Completed before the Annual Meeting?

Depending on the timing of the completion of the merger transaction with Google (the “Google Transaction”) described in the Agreement and Plan of Merger dated August 15, 2011 (the “Merger Agreement”), a press release may be issued to cancel the Annual Meeting. At the closing of the merger, in exchange for the $40 per share merger consideration, as described in the Merger Agreement, Google will become the sole stockholder of Motorola Mobility Holdings, Inc. Therefore, there will not be public stockholders of the Company following the merger and no public annual meeting of stockholders.

How Can I Vote Without Attending the Annual Meeting?

There are three convenient methods for registered stockholders to direct their vote by proxy without attending the Annual Meeting. Stockholders can:

If you are a beneficial owner, or you hold your shares in “street name,” please check your voting instruction card or contact your bank, broker or nominee to determine whether you will be able to vote by Internet or telephone.

How Can I Change My Vote?

Registered stockholders can revoke their proxy at any time before it is voted at the Annual Meeting by either:

If your shares are held in the name of a bank, broker or other nominee, you must obtain a proxy, executed in your favor, from the holder of record (that is, your bank, broker or nominee) to be able to vote at the Annual Meeting.

How Many Votes Must be Present to Conduct Business at the Annual Meeting?

In order for business to be conducted, a quorum must be represented in person or by proxy at the Annual Meeting. A quorum is one-third of the shares entitled to vote at the Annual Meeting. Shares represented by a proxy marked “abstain” will be considered present at the Annual Meeting for purposes of determining a quorum.

How Many Votes am I Entitled to Cast?

You are entitled to cast one vote for each share of Common Stock you own on the record date. Stockholders do not have the right to vote cumulatively in electing directors.

How Many Votes Are Required to Elect Directors?

Our Board of Directors has adopted through the Company’s Bylaws and Board Governance Guidelines a majority vote standard for non-contested director elections. Because the number of nominees properly nominated for the 2012 Annual Meeting is the same as the number of directors to be elected at the 2012 Annual Meeting, the 2012 election of directors is a non-contested election. To be elected in a non-contested election, a director nominee must receive more “For” votes than “Against” votes. Abstentions will have no effect on the director election since only votes “For” and “Against” a nominee will be counted.

How Many Votes Are Required to Approve the Material Terms Allowing for Certain Performance-Based Awards under the Company’s 2011 Incentive Compensation Plan?

The affirmative vote of the holders of a majority of the shares present in person or by proxy and entitled to vote at the Annual Meeting will be required to approve the material terms allowing for certain performance-based awards under the Company’s 2011 Incentive Compensation Plan. Abstentions will have the same effect as a vote “Against” the proposal.

How Many Votes Are Required on the Advisory Approval of the Company’s Executive Compensation?

With regard to the stockholder advisory vote to approve executive compensation, the affirmative vote of the holders of a majority of the shares present in person or by proxy and entitled to vote at the Annual Meeting will be required for advisory approval of the Company’s executive compensation. Abstentions will have the same effect as a vote “Against” the proposal.

How Many Votes Are Required to Ratify the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm?

The affirmative vote of the holders of a majority of the shares present in person or by proxy and entitled to vote at the Annual Meeting will be required to ratify the selection of KPMG LLP. Abstentions will have the same effect as a vote “Against” the proposal.

Will My Shares be Voted if I Do Not Provide Instructions to My Broker?

If you are the beneficial owner of shares held in “street name” by a broker, the broker, as the record holder of the shares, is required to vote those shares in accordance with your instructions. If you do not give instructions to the broker, the broker will be entitled to vote the shares with respect to “discretionary” items, but will not be permitted to vote the shares with respect to “non-discretionary” items (resulting in a “broker non-vote”).

These so-called “broker non-votes” will be included in the calculation of the number of votes considered to be present at the meeting for the purposes of determining a quorum, but will not be considered in determining the number of votes necessary for approval and will have no effect on the outcome of the votes for (1) the election of directors, (2) the approval of the material terms allowing for certain performance-based awards under the Company’s 2011 Incentive Compensation Plan, or (3) the advisory vote to approve executive compensation. Only the ratification of the appointment of KPMG LLP is a “discretionary” item for which brokers would be permitted to vote your shares in the absence of your instructions.

Who Represents My Proxy at the Annual Meeting?

If you do not vote in person at the Annual Meeting, but have voted your shares over the Internet, by telephone or by signing and returning your proxy card, you have authorized certain members of Motorola Mobility’s senior management designated by the Board and named in your proxy to represent you and to vote your shares as instructed.

How does the Board Recommend I vote?

The Board of Directors recommends that you vote your shares:

What if I Return a Proxy But Do Not Provide Specific Voting Instructions For Some or All of the Items?

All shares that have been properly voted—whether by Internet, telephone or mail—and not revoked will be voted at the Annual Meeting in accordance with your instructions. If you sign your proxy but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board of Directors.

What if Other Matters Are Voted on at the Annual Meeting?

If any other matters are properly presented at the Annual Meeting for consideration and if you have voted your shares by Internet, telephone or mail, the persons named as proxies in your proxy will have the discretion to vote on those matters for you. At the date we filed this Proxy Statement with the Securities and Exchange Commission, the Board of Directors did not know of any other matter to be raised at the Annual Meeting.

Who Can Answer Additional Questions?

For additional questions or if you assistance in submitting proxies or voting shares of Motorola Mobility common stock, please contact our proxy solicitor:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

Toll free: 1-800-769-7666

If your bank, broker or other nominee holds your shares in “street name,” you should also call your bank, broker or other nominee for additional information.

CORPORATE GOVERNANCE MATTERS

What Are the Board’s Corporate Governance Principles?

As a newly independent company, the Board established governance principles designed to reflect the current governance environment. These governance principles are included in the Board Governance Guidelines, the Certificate of Incorporation, the Bylaws, the committee charters and other important policies of the Board and the Company. The Board has considered important areas of governance, including the rights of the stockholders, the role of Board and the responsibilities of management in developing the governance structure. The Board is committed to reviewing corporate best practices and assessing if adoption of such practices is in the best interest of the Company. The Board recognizes that there are differing views on what is a “best practice” and has carefully determined what it believes is in the best interest of the Company and its stockholders.

What Are Some of the Major Corporate Governance Initiatives the Board Has Adopted?

Some of the major corporate governance best practices that the Board has adopted include: an election of all of our directors annually by a majority voting standard for uncontested director elections; no existing stockholder rights plan (commonly known as a “poison pill”); the ability for holders of 20% or more of Motorola Mobility’s Common Stock to request a special meeting of stockholders; and a recoupment policy to recover certain executive pay in the event of misconduct leading to a financial restatement (commonly known as a “clawback policy”). Further, the Board recommended in the 2011 proxy statement that stockholders approve an annual frequency for the “Say-on-Pay” vote.

What Are our Directors’ Qualifications to Serve on the Motorola Mobility’s Board?

The Board believes it should be comprised of individuals with appropriate skills and experiences to meet board governance responsibilities and contribute effectively to the Company. Pursuant to its charter, the Governance and Nominating Committee will carefully consider the skills and experiences of directors and nominee candidates to ensure that they meet the needs of the Company before nominating directors for election to the Board. All of our non-employee directors are expected to serve on Board committees,

further supporting the Board by providing expertise to those committees. The needs of the committees will also be reviewed when considering nominees to the Board.

The Board is comprised of active and former senior executives of major corporations and individuals with experience in various fields. As such, they have a deep working knowledge of matters common to large companies, including experience with financial statement preparation, compensation determinations, regulatory compliance, corporate governance, public affairs and legal matters. Many of our directors serve on the boards of one or more other publicly traded companies. We believe the Company benefits from the diverse experience and expertise our directors gain from serving on those boards. We also believe for effective board governance and collaboration it is important to have Dr. Jha, our CEO, serve on the Board.

As a newly independent company, we had the opportunity to create a Board of Directors tailored specifically to the needs and strategic vision of the Company with a balance of former Motorola, Inc. directors and new directors with technological, consumer, media and financial expertise. Our directors are qualified to serve as directors and members of the Committees on which they serve based on the biographical information in “Who Are the Nominees?” and on the following:

Mr. Barfield contributes the type of experience and qualifications the Board seeks to maintain, primarily through his experiences as a senior leader, including as the chief executive officer for over 15 years of a talent acquisition and management firm specializing in placement of engineering and technology professionals, business process consulting services and management of staffing requirements for regional and global corporations, his legal background, his service as the presiding director of BMC Software, Inc. and as a director of CMS Energy Corporation, and his past service as a director of several other large public companies. As a member of our Board and Compensation and Leadership Committee, Mr. Barfield is well positioned to oversee the Company’s programs designed to attract and retain key talent, particularly engineers and other highly skilled employees, which is necessary for the Company to remain competitive. Moreover, as Chair of the Governance and Nominating Committee, Mr. Barfield’s experiences qualify him to review the Board’s governance and identify and recruit new directors;

Ms. Jackson contributes the type of experience and qualifications the Board seeks to maintain, primarily through over 30 years of experience in retail, design, marketing, brand management and distribution expertise. With extensive experience as the president of Direct to Consumer for Nike, Inc., chief executive officer of Wal-Mart.com and similar leadership roles for several other major consumer companies, including Walt Disney and The Gap, she understands the consumer space and provides valuable perspective to the Board and management as the Company executes on its strategy to enable the digital lifestyle by enabling multi-screen experiences through multiple types of devices. Her experience operating a private investment firm and financial background qualifies her to serve on our Audit Committee;

Dr. Jha contributes the type of experience and qualifications the Board seeks to maintain, primarily through his role as the chief executive officer of the Company and intimate knowledge of the Company’s strategy and operations, together with the reasons discussed in “What is the Leadership Structure of the Board?”;

Mr. Meister contributes the type of experience and qualifications the Board seeks to maintain, primarily through his significant financial expertise in the high-tech market with experience as founder and managing partner of investment management firm and as a senior executive of a diversified holding company and investment companies overseeing the investment and management of a variety of companies, including high-tech companies. His extensive knowledge of financial matters, particularly of large institutional and fund investors, is important to the Board and management as the Company operates as a new public company and in connection with his service on the Audit Committee and Compensation and Leadership Committee. He also brings historical knowledge of our business from his recent service as a director of Motorola, Inc.;

Mr. Meredith contributes the type of experience and qualifications the Board seeks to maintain, primarily through his extensive financial experience, including as a co-founder and the general partner of an investment management firm with a diversified portfolio of investments with a focus on high-tech companies and as the former chief financial officer of a global public high-tech computing company. His extensive knowledge of our business and the computing business is especially critical with the convergence of the wireless, media, the Internet and computing industries. He also brings deep historical

knowledge of our business from his recent service as a director of Motorola, Inc. and as interim chief financial officer for Motorola, Inc. and particularly imparts this expertise as Chair of the Audit Committee;

Mr. Ninivaggi contributes the type of experience and qualifications the Board seeks to maintain, primarily through experience as a chief executive of a diversified holding company overseeing the investment and management of variety of companies, including high-tech companies, varied business and legal experience, including as a partner in a major law firm specializing in corporate finance and mergers and acquisitions, and his service as a director of other public companies. As a representative of our largest stockholder, he provides a unique viewpoint at our Board and Audit Committee meetings;

Mr. Stengel contributes the type of experience and qualifications the Board seeks to maintain, primarily through his deep experience in marketing and branding of consumer facing products and services. As the founder of a brand strategy and marketing think tank and consultancy firm serving many different companies, with a long career at Procter & Gamble, including as its chief marketing officer, and together with his recent service as a director of Motorola, Inc., he provides unique perspective to the Board and management as the Company executes on its strategy to enable the digital lifestyle by enabling multi-screen experiences through multiple types of devices. Serving on the board and as the compensation committee chair of AOL, Inc., another recent spin-off, he also understands the challenges faced by recently independent public companies and particularly imparts this expertise as Chair of the Compensation and Leadership Committee;

Mr. Vinciquerra contributes the type of experience and qualifications the Board seeks to maintain, primarily through his extensive experience in the media business. As a senior leader at News Corporation, most recently as the chairman and chief executive officer of the Fox Network Group, the primary operating unit of News Corporation, Mr. Vinciquerra has been closely involved in the media revolution occurring over the last ten years. At Fox Network Group, he oversaw television networks, cable networks, networks operations and engineering and interests in sports franchises. His media experience is especially critical with the convergence of the wireless, media, the Internet and computing industries. He also brings historical knowledge of our business from his recent service as a director of Motorola, Inc. For many of

these reasons, he is a strong contributor as Lead Director and on the Governance and Nominating Committee; and

Dr. Viterbi contributes the type of experience and qualifications the Board seeks to maintain, primarily through technical expertise in the digital communication industry and his experience as co-founder of Qualcomm, Inc., a wireless telecommunication company. His technical achievements include the creation of the Viterbi Algorithm, which was critical to the development of digital communication. As an eminent technologist and professor of electrical engineering, he has deep knowledge concerning relevant technology, the Company’s market and engineering, which is highly valued by the Board.

Which Directors Are Independent?

On April 19, 2012, the Board made the determination in accordance with the Motorola Mobility Board Governance Guidelines and consistent with the NYSE standards regarding independence, that Mr. Barfield, Mr. Hambrecht, Ms. Jackson, Mr. Meister, Mr. Meredith, Mr. Ninivaggi, Mr. Stengel, Mr. Vinciquerra and Dr. Viterbi were independent. Dr. Jha does not qualify as an independent director since he is an employee of the Company.

How Was Independence Determined?

The Motorola Mobility Board Governance Guidelines are based upon the NYSE independence standards. When applying the independence standards “Motorola Mobility” includes Motorola Mobility Holdings, Inc. and any of its subsidiaries and the Motorola Mobility Foundation. A complete copy of the Motorola Mobility Board Governance Guidelines with independence standards is available on the Company’s website at http://investors.motorola.com.

What is Motorola Mobility’s Relationship with Entities Associated with Independent Directors?

For each director that is identified as independent, the Board reviewed under the NYSE’s independence standards included in the Motorola Mobility Board Governance Guidelines any transactions, relationships or arrangements with the Company in determining that the director is independent. Commercial relationships were reviewed for: Mr. Hambrecht in connection with a marketing agreement with the United Football League; Mr. Ninivaggi in connection with a supplier

arrangement between the Company and a supplier where a family member is an executive officer; and Mr. Vinciquerra in connection with a sales agreement between the Company and a subsidiary of the Fox Networks Group. In each case, the payments were significantly less than the NYSE independence standards and were determined by the Board to be immaterial.

Are the Members of the Audit, Compensation and Leadership and Governance and Nominating Committees Independent?

Yes. The Board has determined that all of the current members of the Audit Committee, the Compensation and Leadership Committee and the Governance and Nominating Committee are independent within the meaning of the Motorola Mobility Board Governance Guidelines and the NYSE listing standards for independence.

Where Can I Receive More Information About Motorola Mobility’s Corporate Governance Practices?

Motorola Mobility maintains a corporate governance page on its website at http://investors.motorola.com that includes information about its corporate governance practices. The following Motorola Mobility documents are currently included on the website:

•  Board Governance Guidelines, the current version of which the Board adopted on December 13, 2010;

•  Code of Business Conduct, which applies to all employees and directors effective January 4, 2011;

•  The charters of the Audit, Compensation and Leadership and Governance and Nominating Committees, the current versions of which the Board adopted on December 13, 2010;

•  The Restated Certificate of Incorporation, as amended through December 15, 2010; and

•  The Restated Bylaws, the current version of which the Board adopted on November 30, 2010.

The Company intends to disclose amendments to the above documents or waivers applicable to its directors, chief executive officer, chief financial officer or corporate controller from certain provisions of its ethical policies and standards for directors and its employees, on the Motorola Mobility website within four business days following the date of the amendment or waiver, as required.

SEPARATION FROM MOTOROLA, INC.

How Was Motorola Mobility Separated from Motorola, Inc.?

On January 4, 2011 (the “Distribution Date”), Motorola Mobility Holdings, Inc. became an independent, publicly traded company (the “Separation”) as a result of Motorola, Inc.’s distribution of its shares of Motorola Mobility to Motorola, Inc. stockholders. On the Distribution Date, Motorola, Inc. stockholders of record as of the close of business on December 21, 2010 (the “Record Date”) were entitled to receive one share of Motorola Mobility Common Stock for every eight shares of Motorola, Inc. common stock held as of the Record Date (the “Distribution”). Motorola Mobility is comprised of Motorola, Inc.’s former Mobile Devices and Home businesses. Motorola, Inc.’s Board of Directors approved the distribution of its shares of Motorola Mobility Holdings, Inc. on November 30, 2010. Our Registration Statement on Form 10 was declared effective by the U.S. Securities and Exchange Commission on December 1, 2010. Our Common Stock began trading “regular way” under the ticker symbol “MMI” on the New York Stock Exchange on January 4, 2011.

Motorola, Inc. changed its name to Motorola Solutions, Inc. (hereinafter, our “Former Parent”) effective on Separation on January  4, 2011. For further information, see our amended Registration Statement on Form 10 filed with the SEC.

PENDING MERGER WITH GOOGLE

On August 15, 2011, Motorola Mobility Holdings, Inc. entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Google Inc. (“Google”) and RB98 Inc., a wholly owned subsidiary of Google (“Merger Sub”). The Merger Agreement provides for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Google. In the Merger, each outstanding share of common stock, par value $0.01 per share, of the Company, other than any dissenting shares, shares held by Google, Merger Sub, the Company or any of their respective subsidiaries and treasury shares, will be cancelled and converted into the right to receive $40 in cash, without interest.

Upon agreement with Motorola Mobility and Google, China has extended the second phase of the investigation for the Anti-Monopoly Bureau of the

Ministry of Commerce People’s Republic of China (“MOFCOM”) to review the pending transaction between Motorola Mobility and Google. Motorola Mobility and Google continue to work closely with MOFCOM to conclude its investigation and expect the transaction to close during the first half of 2012. The transaction has been investigated and cleared without conditions in all other jurisdictions with pre-closing clearance requirements. Motorola Mobility and Google can provide no assurances as to whether or when the transaction will receive clearance by MOFCOM.

Pursuant to the Merger Agreement, stock options and restricted stock units (“RSUs”) granted by the Company as a substitute for Motorola, Inc. stock options and RSUs granted prior to 2011 will fully vest upon the closing of the transaction and be paid out at $40 for each RSU and $40 minus the exercise price for each stock option, in each case less applicable tax withholdings. Vested stock options and vested RSUs granted under Motorola Mobility’s 2011 Incentive Compensation Plan will be paid out at $40 for each RSU and $40 minus the exercise price for each stock option, in each case less applicable tax withholdings. Unvested stock options and unvested restricted stock (“RS”) and RSUs granted under Motorola Mobility’s 2011 Incentive Compensation Plan in 2011 and 2012 will be converted to an award of equivalent value in Google stock options, RS and RSUs, respectively. The Merger Agreement and related materials can be found in the Company’s SEC filings at www.sec.gov.

BOARD OF DIRECTORS MATTERS

How Often Did the Board Meet in 2011?

The Board of Directors held 15 meetings during 2011. Overall attendance at Board and committee meetings was 96%. Each incumbent director attended 86% or more of the combined total meetings of the Board and the committees on which such director served during 2011.

How Many Directors Comprise the Board?

The Board of Directors is currently comprised of nine directors. Immediately following the Annual Meeting, the Board will consist of nine directors. In the interim between Annual Meetings, the Board has the authority under the Company’s Bylaws to increase or decrease the size of the Board and to fill vacancies.

How Many Executive Sessions of the Board Were Held in 2011?

Independent directors of the Company meet regularly in executive session without management as required by the Motorola Mobility Board Governance Guidelines. Generally, executive sessions are held in conjunction with regularly-scheduled meetings of the Board of Directors. In 2011, the non-employee independent members of the Board met in executive session 10 times.

What is the Leadership Structure of the Board? Why was that Structure Chosen? Who Serves as Chairman of the Board and Lead Director?

Dr. Jha serves as Chairman of the Board, in addition to his role as Chief Executive Officer of the Company. Mr. Vinciquerra serves as an independent Lead Director (the “Lead Director”). The Board has chosen this leadership structure, because it believes such structure is in the best interests of stockholders to enhance communication and efficiency and to implement strategic priorities of the Company, particularly as the Company is a recent independent public company separated from our Former Parent. Further, the combined role fosters clear accountability and agile decision making, which is particularly important at this time and in the industries in which we compete.

As with all corporate governance, the Board intends to carefully evaluate from time to time the best governance for the Company. The Lead Director acts as the presiding director at meetings of the independent directors; advises on Board meeting agendas, materials and schedules; acts as liaison between the independent directors and the Chairman and CEO; is available to speak on behalf of the Company; assists the Chairman and CEO as requested; and performs other duties as the Board determines.

Will the Directors Attend the Annual Meeting?

Board members are expected to attend the Annual Meeting as provided in the Motorola Mobility Board Governance Guidelines. All of our directors who stood for election at the 2011 Annual Meeting attended that meeting, except for Dr. Viterbi.

What is the Board’s Role in the Oversight of Risks?

The Board of Directors oversees the business of the Company, including CEO and senior management performance and risk management, to assure that the

long-term interests of the stockholders are being served. Each committee of the Board of Directors is also responsible for reviewing the risk exposure of the Company related to the committee’s areas of responsibility and providing input to management on such risks.

Management has a robust process embedded throughout the Company to identify, analyze, manage and report all significant risks facing the Company. Each Board committee reviews with management significant risks related to the committee’s area of responsibility and reports to the Board on such risks, which includes the Compensation and Leadership Committee’s review of Company-wide compensation-related risks. The independent Board members also discuss the Company’s significant risks when they meet in executive session without management.

Our Company’s internal Audit department has a very important role in the risk management program. The role of the department is to provide management and the Audit Committee with an overarching and objective view of the risk management activity of the enterprise. The department’s engagements span financial, operational, strategic and compliance risks and the engagement results assist management in maintaining tolerable risk levels. The director of the department works directly with the Audit Committee and meets regularly with the Committee, including in executive session.

What Are the Committees of the Board?

To assist it in carrying out its duties, the Board has delegated certain authority to several committees. The Board currently has the following committees: (1) Audit, (2) Compensation and Leadership, and (3) Governance and Nominating. Committee membership as of December 31, 2011 and the number of meetings held during 2011 are indicated below:

Where Can I Locate the Current Committee Charters?

Current versions of the Audit Committee charter, Compensation and Leadership Committee charter and Governance and Nominating Committee charter are available on our website at http://investors.motorola.com.

What Are the Functions of the Audit Committee?

Assisting the Board of Directors in fulfilling its oversight responsibilities as they relate to:

The Audit Committee is comprised of four members each of whom meet the independence requirements set forth in the applicable listing standards of the SEC and the NYSE and in accordance with the Audit Committee charter. Each member of the Audit Committee is financially literate and has accounting or related financial management expertise as such terms are interpreted by the Board of Directors in its business judgment.

A more detailed discussion of the Committee’s mission, composition and responsibilities is contained in the Audit Committee charter, which is available on the Company’s website: http://investors.motorola.com.

What Are the Functions of the Compensation and Leadership Committee?

Assisting the Board of Directors in overseeing the management of our Company’s human resources as they relate to:

The Compensation and Leadership Committee is comprised entirely of independent directors, each of whom meets the NYSE listing independence standards and our Company’s independence standards.

In carrying out its duties, the Compensation and Leadership Committee has direct access to outside advisors, independent compensation consultants and others to assist them.

A more detailed discussion of the Committee’s mission, composition and responsibilities is contained in the Compensation and Leadership Committee charter, which is available on the Company’s website: http://investors.motorola.com.

What Are the Functions of the Governance and Nominating Committee?

The Governance and Nominating Committee is comprised entirely of independent directors, each of whom meets the NYSE listing independence standards and our Company’s independence standards.

A more detailed discussion of the Committee’s mission, composition and responsibilities is contained in the Governance and Nominating Committee charter, which is available on the Company’s website: http://investors.motorola.com.

What is the Decision-Making Process to Determine Director Compensation?

Our Board approved the compensation for non-employee directors at its meeting on December 13, 2010 in preparation for the Separation from our Former Parent. The non-employee director compensation package was recommended by Compensia, Inc. (“Compensia”), our Board’s independent compensation consultant. The non-employee director compensation was determined to be consistent with market practices of other similarly situated companies and took into consideration the impact on non-employee directors’ independence and objectivity. The Governance and Nominating Committee will recommend any future changes to such non-employee director compensation to the Board. In carrying out its duties, the Governance and Nominating Committee has direct access to outside advisors, including independent compensation advisors. The charter of the Governance and Nominating Committee does not permit the Committee to delegate director compensation matters to management and management has no role in recommending the amount or form of director compensation.

What is the Decision-Making Process to Determine Executive Compensation?

Our Board delegated to its Compensation and Leadership Committee the responsibility to oversee the programs under which compensation is paid or awarded to our executives and to evaluate the performance of our senior management. The Compensation and Leadership Committee is responsible for bringing recommended compensation actions involving the Chairman and CEO to the Board for its concurrence. The Global Compensation department in the Human Resources organization supports the Compensation and Leadership Committee in its work and, in some cases, may act pursuant to delegated authority from the Compensation and Leadership Committee to fulfill various functions in administering its compensation programs.

In carrying out its duties, our Compensation and Leadership Committee has direct access to outside advisors, independent compensation consultants and others to assist them. Our Compensation and Leadership Committee employs its own independent compensation consultant to assist in its compensation decisions for the Company’s executive officers, as discussed below.

What is the Role of Independent Compensation Consultants in Executive and Director Compensation Determinations?

In accordance with our Compensation and Leadership Committee’s charter, the Committee has the sole authority, to the extent deemed necessary and appropriate, to retain and terminate any compensation consultants, outside counsel or other advisors, including the sole authority to approve the firm’s or advisor’s fees and other retention terms.

In December 2010, our Compensation and Leadership Committee retained Compensia to provide independent compensation services to Motorola Mobility. Compensia provided insight and advice on matters regarding trends in executive compensation, relative executive pay and benefits practices, relative assessment of pay to performance of our executives, and may cover other topics as the Compensation and Leadership Committee deems appropriate. See the section entitled “Independent Compensation Consultant Engagement” in the “Compensation Discussion and Analysis” for further details on the consultant engagement.

Compensia maintains no other direct or indirect business relationship with the Company. In addition to the independent, outside compensation consultant, members of our human resources, legal and finance departments support our Compensation and Leadership Committee in its work.

What Role, if any, do Executive Officers Play in Determining or Recommending Executive and Director Compensation?

Our senior corporate staff, comprised of the Chairman and CEO and certain executives designated by the Chairman and CEO, provides recommendations regarding the design of the Company’s compensation program to the Compensation and Leadership Committee. Additionally, the Committee’s compensation consultant provides input on these recommendations from time to time. Upon Compensation and Leadership Committee approval, the senior corporate staff is responsible for executing the objectives of the approved compensation program.

Each member of our senior corporate staff is ultimately responsible for approving all compensation actions for their respective organizations. When these compensation actions involve other Motorola Mobility executives, the involved senior corporate staff member is accountable for ensuring adherence to all established governance procedures.

The Chairman and CEO is responsible for recommending all compensation actions involving any officer subject to Section 16 of the Securities Exchange Act of 1934, as amended (a “Section 16 Officer”) and other key senior officers, to the Compensation and Leadership Committee for its approval. The Chairman and CEO takes an active role in Compensation and Leadership Committee meetings at which compensation actions involving the above officers are discussed.

As discussed above, our Compensation and Leadership Committee directly engages an independent outside consulting firm to assist it in its review of the compensation for Motorola Mobility’s senior corporate staff. This consultant also participates in certain Committee meetings.

The Compensation department in Motorola Mobility’s Human Resources organization, the Senior Vice President, Chief People Officer and the Committee’s independent compensation consultant together prepare recommendations regarding Chairman and CEO compensation and brings those recommendations to our Compensation and Leadership Committee. The Chairman and CEO is not involved in

the preparation of recommendations related to his compensation and does not participate in the discussions regarding his compensation at Committee meetings. The consultant is also available at such meetings.

Our Compensation and Leadership Committee is responsible for bringing recommended compensation actions involving the Chairman and CEO to the independent members of the Board for their concurrence. The Compensation and Leadership Committee cannot unilaterally approve compensation changes for the Chairman and CEO.

As stated above, management does not recommend or determine director compensation.

What Are the Director Stock Ownership Guidelines?

Our Board Governance Guidelines provide that, within five years of joining the Board, directors are expected to own Motorola Mobility Common Stock with a value equivalent to at least five times the annual retainer fee for directors for a total value of $375,000. For the purposes of these guidelines, Motorola Mobility Common Stock includes stock units.

How Are the Directors Compensated?

Our non-employee director compensation is designed to provide competitive compensation and benefits that will attract and retain high quality directors, target director compensation at a level that is consistent with our compensation objectives and encourage ownership of our stock to further align directors’ interests with those of our stockholders.

Our Board of Directors approved the following non-employee director compensation, effective in connection with the Separation, which was developed with the assistance of Compensia, our Board’s independent compensation consultant.

Non-employee directors do not receive any additional fees for attendance at meetings of the Board or its committees or for additional work done on behalf of the Board or a committee. Dr. Jha, who is an employee of Motorola Mobility, receives no additional compensation for serving on the Board or its committees.

Deferral of Fees. Director retainers and other fees are paid quarterly. In 2011, a non-employee director could elect to receive all or a portion of his or her retainer and other fees in the form of restricted stock units (“RSUs”). The RSUs received in lieu of a retainer and other fees are fully vested and paid in the form of shares of Common Stock upon the deferral date specified by the director. In 2012, in light of the pending merger with Google, non-employee director retainers and other fees are only payable in cash and are not being granted in RSUs or deferred.

Annual Equity Award. Annually, each non-employee director receives an equity award with an aggregate fair market value on the date of grant of $150,000. In 2011, this award was 50% in stock options and 50% RSUs. In accordance with the Merger Agreement, in 2012, this award will be 100% in RSUs. These equity awards will fully vest on the first anniversary of the date of grant. The number of RSUs are determined by dividing the value by the closing price of our Common Stock on the date of grant. In 2011 for the portion in stock options, the number of

shares of our Common Stock to be acquired pursuant to stock options was determined based upon the Company’s standard method for valuing stock options for financial accounting purposes. The stock options were granted with an exercise price equal to the closing price of our Company’s stock on the date of grant and are exercisable for ten years from the date of grant. The settlement of vested RSUs received from such equity award may be deferred. The annual grant for directors is expected following the annual meetings of stockholders.

Pro Rated Annual Equity Award. A non-employee director who joins our Board after the annual grant will receive an equity award upon joining our Board which will be pro rated based on the number of months to be served until the next annual equity award ($12,500 per month) divided by the closing price of our stock on the day of the award. These pro rata equity awards will fully vest on the first anniversary of the date of grant, unless otherwise determined by the Board. A pro rated annual equity award for the non-employee directors was made on January 28, 2011 to all non-employee directors, other than Ms. Jackson whose award was granted on February 1, 2011, for months of service until the 2011 annual meeting of stockholders. These pro rated awards vested on the last business day before the 2011 annual meeting of stockholders.

Director Insurance Coverage

Non-employee directors are covered by insurance that provides accidental death and dismemberment coverage of $500,000 per person. The spouse of each such director is also covered by such insurance when traveling with the director on business trips for the Company. The Company pays the premiums for such insurance. The total premiums for coverage of all non-employee directors and their spouses during the year ended December 31, 2011 was $1,400.

What is the Process for Identifying and Evaluating Director Candidates?

As stated in the Motorola Mobility Board Governance Guidelines, when selecting directors, the Board and the Governance and Nominating Committee will review and consider many factors, including experience in the context of the Board’s needs, leadership qualities, diversity, ability to exercise sound judgment, existing time commitments and independence. It will also consider ethical standards and integrity.

The Governance and Nominating Committee will consider nominees recommended by Motorola Mobility stockholders provided that the recommendation contains sufficient information for the Governance and Nominating Committee to assess the suitability of the candidate, including the candidate’s qualifications. Candidates recommended by stockholders that comply with these procedures will receive the same consideration that candidates recommended by the Committee and management receive.

The Governance and Nominating Committee will consider recommendations from many sources, including members of the Board and search firms. The Governance and Nominating Committee recommended the re-election of Dr. Jha, Mr. Barfield, Ms. Jackson, Mr. Meister, Mr. Meredith, Mr. Ninivaggi, Mr. Stengel, Mr. Vinciquerra and Mr. Viterbi. In 2010, Carl C. Icahn and his related entities, our largest stockholder, recommended Mr. Ninivaggi as a director candidate and the Company agreed to nominate him for 2010 through 2013 pursuant to a Letter Agreement with the Company dated November 30, 2010 attached to our amended Registration Statement on Form 10. From time to time, as needed, Motorola Mobility will hire global search firms to help identify and facilitate the screening and interview process of director nominees. We expect that the search firm will screen candidates based on the Board’s criteria, perform

reference checks, prepare a biography for each candidate for the Committee’s review and help arrange interviews. The Committee will conduct interviews with candidates who meet the Board’s criteria and will do a robust assessment of the candidate.

PROPOSAL NO. 2

APPROVAL OF THE MATERIAL TERMS ALLOWING FOR CERTAIN PERFORMANCE-BASED AWARDS UNDER THE COMPANY’S 2011 INCENTIVE COMPENSATION PLAN

Our Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan (the “Plan”) was initially adopted on December 13, 2010, prior to the Separation, by our Board of Directors and by our Former Parent, who was our sole stockholder at the time. The Plan authorizes the grant of stock options, stock appreciation rights, shares of restricted stock, restricted stock units, performance-based awards, other awards based on the Common Stock and performance bonus awards to our to officers, other employees, non-employee directors and consultants of our Company, subsidiaries and other affiliates.

Purpose of Proposal

We are asking our stockholders to approve the material terms of the Plan that allow for the granting of performance-based awards under the Plan that, if desired, qualify in accordance with the exception for “qualified performance-based compensation” that is set forth in treasury regulations issued with respect to Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). Even though the Plan is unchanged from the form we approved December 13, 2010, stockholder approval of these Plan terms is one of the requirements for allowing us to continue to make awards that will be tax-deductible by us as performance-based compensation. If stockholder approval of this proposal is not received, the Plan will remain in full force and effect, except that future awards may not be made in a manner that qualifies for an exception to Section 162(m).

Generally, Section 162(m) limits a corporation’s income tax deduction for compensation paid to certain executive officers who are “covered employees” within the meaning of Section 162(m) to $1,000,000 per person per year unless the compensation qualifies as “performance-based compensation.” In general, for certain performance-based awards granted after the

Annual Meeting under the Plan to qualify as “performance-based compensation,” the material terms under the Plan relating to performance-based compensation must have been approved by our stockholders. For purposes of Section 162(m), the material terms of the performance-based awards include (i) the participants eligible to receive compensation under the Plan, (ii) a description of the performance criteria on which the performance goal is based, and (iii) the maximum amount of compensation that can be paid under the performance goal. Awards that were granted under the Plan prior to the Annual Meeting already qualify as “performance-based compensation,” and do not require approval of our stockholders because our Former Parent adopted the Plan prior to the Separation.

We are asking you to approve the material terms under the Plan relating to performance-based compensation to ensure that we have the discretion to grant certain awards following the Annual Meeting under the Plan that comply with the performance-based compensation exception to Section 162(m). Approval of the material terms of the Plan’s performance goals will not increase the authorized number of shares available under the Plan, will not require that any or all awards be designed to qualify for the performance-based compensation exception to Section 162(m), and will not raise any other limitation under the Plan. In other words, stockholder approval is merely permissive in that it authorizes—but does not require—that awards under the Plan be designed to qualify for the performance-based compensation exception to Section 162(m).

The following is a summary of these and other material terms of the Plan. All statements herein are intended only to summarize the Plan and are qualified in their entirety by reference to the Plan itself, a copy of which is set forth in Appendix A.

Material Terms of the Performance-Based Compensation

Awards that are paid to certain named executive officers are potentially subject to the tax deduction limitations of Section 162(m). The limitations of Section 162(m) do not apply, however, to performance-based compensation that meets certain requirements, including stockholder approval of the eligibility requirements, business criteria for performance goals and individual award limits of the Plan pursuant to which such awards are made.

Eligibility. Officers, other employees, directors and consultants of the Company, its subsidiaries and affiliates are eligible to participate in the Plan. As of March 16, 2012, approximately 20,000 officers and other employees and 8 non-employee directors were eligible to be considered for the grant of awards under the Plan.

Award Limits. Under the Plan, no participant may receive in any calendar year (i) stock options, stock appreciation rights and other awards (other than Full Value Awards) relating to more than 6 million shares, (ii) restricted stock, restricted stock units and other Full Value awards, relating to more than 1.5 million shares, and (iii) cash awards, including any performance bonus award, in excess of $10,000,000. “Full Value Awards” for purposes of the Plan are any award other than a stock option, stock appreciation right or other award for which a participant pays a minimum of the fair market value of the shares, as determined as of the date of grant. Award limits that are expressed as a number of shares are subject to the adjustment provisions of the Plan as described below.

Performance Criteria. For awards that are intended to qualify for the performance-based compensation exception to Section 162(m), the criteria on which performance goals may be based under the Plan are limited to one or more of the following: earnings or net earnings (either before or after interest, taxes, depreciation and amortization), economic value-added, sales or revenue, income, net income (either before or after taxes), operating earnings, cash flow (including, but not limited to, operating cash flow and free cash flow), cash flow return on capital, return on assets or net assets, return on equity or stockholders’ equity, return on capital, stockholder returns, return on sales, productivity, expense, margins, operating efficiency, customer satisfaction, working capital, earnings per share, price per share, market share, cost, ratio of debt to debt plus equity, ratio of operating earnings to capital spending, profit before taxes, net profit; economic profit, or sales growth; any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group. (“Performance Criteria”). Depending on the Performance Criteria used to establish the performance goals, the performance goals may be expressed in terms of overall Company performance, the performance of an affiliate, the performance of a division or a business unit of the Company or an affiliate, or the performance of an individual.

The Plan Committee (as defined below) may, in its discretion and to the extent consistent with and within the time prescribed by Section 162(m), provide that one or more objectively determinable adjustments shall be made to one or more of the performance goals for awards that are intended to qualify for the performance-based compensation exception to Section 162(m). Such adjustments may include one or more of the following: (i) items related to a change in accounting principle; (ii) items relating to financing activities; (iii) expenses for restructuring or productivity initiatives; (iv) other non-operating items; (v) items related to acquisitions; (vi) items attributable to the business operations of any entity acquired by the Company during the performance period; (vii) items related to the disposal of a business or segment of a business; (viii) items related to discontinued operations that do not qualify as a segment of a business under GAAP (or, if applicable, IFRS); (ix) items attributable to any stock dividend, stock split, combination or exchange of shares occurring during the performance period; (x) any other items of significant income or expense which are determined to be appropriate adjustments; (xi) items relating to unusual or extraordinary corporate transactions, events or developments, (xii) items related to amortization of acquired intangible assets; (xiii) items that are outside the scope of the Company’s core, on-going business activities; or (xiv) items relating to any other unusual or nonrecurring events or changes in applicable laws, accounting principles or business conditions.

Summary of the Other Material Terms of the Plan

Purpose. We established the Plan to attract and retain the best available personnel, to provide additional incentives to eligible employees, directors and consultants, and to promote the success of the Company’s business by linking the personal interests of Plan participants to those of Company stockholders and by providing participants with an incentive for outstanding performance to generate superior returns to Company stockholders.

Administration. The Plan is administered by the Board or a committee which consists solely of two or more members of the Board, each of whom is (i) an “independent director” under the New York Stock Exchange rules, (ii) an “outside director” within the meaning of Section 162(m) of the Code, and (iii) a Non-Employee Director as defined under Rule 16b-3 under the Securities Exchange Act of 1934 (“Exchange Act”) (the “Plan Committee”); however, the Board is the administrator of the Plan with regard to awards to

non-employee members of the Board. The Plan Committee may also delegate its authority, other than with regards to officers under Section 16 of the Exchange Act or covered employees under Section 162(m) of the Code, to the extent permitted by the Plan or applicable law.

Subject to the provisions of the Plan, the Plan Committee, in its complete discretion, has the exclusive authority to administer the Plan, including the power to (1) designate participants to receive awards under the Plan; (ii) determine the type or types of awards to be granted to each participant; (iii) determine the number of awards to be granted and the number of shares of Common Stock to which an award will relate; (iv) determine the terms and conditions of any award, including the exercise price, purchase price, vesting term and forfeiture provisions applicable to an award and (v) interpret the terms of the Plan or any award agreement. The Committee’s interpretation of the Plan, awards granted under the Plan, award agreements, and all other decisions and determinations made with respect to the Plan is final and binding.

Authorized Shares. Under the Plan, the maximum number of shares of Common Stock that may be issued is 68,000,000 (a) less any shares that are distributed under the Company’s Legacy Plan and (b) plus any shares subject to an award under the Company’s Legacy Plan that are not issued and delivered to a participant for any reason. All awards granted since the Separation have been granted under the Plan.

Shares will not be considered as issued for purposes of the Plan unless and until they are actually issued and delivered to a participant. Shares that were previously subject to awards may become available for subsequent grant under the Plan under certain circumstances including, when awards terminate, expire, lapse, or are settled in cash, or when shares of Common Stock are tendered or withheld to satisfy the grant or exercise price or tax withholding obligation pursuant to an award. In addition, shares that are not issued or delivered as a result of the net settlement of an outstanding option or stock appreciation right, shall not be treated as issued under the Plan. The number of shares of Common Stock that may be issued under the Plan may also be adjusted, as appropriate, to reflect certain changes to the capitalization of the Company, such as a stock split, stock dividend, reclassification of stock or other similar event, that may affect the shares of Common Stock.

The closing price for our shares of Common Stock on the New York Stock Exchange as of April 13, 2012 was $39.14 per share.

Types of Awards

Stock Options. Both nonqualified and incentive stock options may be granted under the Plan. The Plan Committee will determine the number of shares subject to each option, the exercise price per share, the time or times at which the option may be exercised, whether any performance or other conditions must be satisfied before a participant may exercise an option, the method of payment by the participant, the method of delivery of shares to a participant and all other terms and conditions of the option. However, the exercise price of an option may not be less than the fair market value of a share of Common Stock on the date of grant, and no option may be exercisable later than the 10^th anniversary of its grant.

The Plan Committee, in its discretion, has the right to substitute a stock appreciation right (or “SAR”) for a participant’s option at any time prior to or upon the exercise of such option. Any substitute SAR will be applicable to the same number of shares as the participant’s original substituted option.

Stock Appreciation Rights. The Plan Committee may grant SARs. A SAR is a right to receive, upon exercise of the right, an amount, payable in shares, cash or a combination of both, that is equal to the excess of (1) the fair market value of the Common Stock on the date of exercise of the SAR over (2) the exercise price set forth in the award agreement, multiplied by the number of shares for which the SAR is exercised. The Plan Committee is authorized to determine the eligible individuals to whom grants of SARs will be made, the exercise price per share subject to a SAR, the time or times at which a SAR may be exercised, and all other terms and conditions of the SAR. However, the exercise price of a SAR may not be less than the fair market value of a share on the date of grant and term of any SAR may not exceed 10 years.

The Committee, in its discretion, has the right to substitute a SAR for a participant’s stock option at any time prior to or upon the exercise of such option. Any substitute SAR may be settled only in shares and will apply to the same number of shares subject to the substituted stock option.

Restricted Stock and Restricted Stock Units. The Plan Committee may grant awards of restricted stock or restricted stock units. Restricted stock consists of shares which are transferred or sold by the Company to a participant, but are subject to substantial risk of forfeiture and to restrictions on their sale or other transfer by the participant. A restricted stock unit (or

“RSU”) is the right to receive a share at a future date after the RSU vests. With regards to restricted stock awards, the Plan Committee is authorized to determine the eligible individuals to whom grants will be made, the number of shares subject to such grants, the purchase price, if any, to be paid for each share subject to the award of restricted stock (which price shall not be less than the par value of a share of Common Stock or such higher amount required by applicable law), the time or times when the substantial risk of forfeiture will lapse, the time or times at which the restrictions will terminate, and all other terms and conditions of the restricted stock. With regard to RSUs, the Plan Committee is authorized to determine the eligible individuals to whom grants will be made, the number of shares subject to such grants, the vesting conditions entitling a participant to settlement of the RSU, the form of settlement and the date on which settlement of a vested RSU will be paid.

Performance-Based Awards Including Performance Bonus Awards. The Plan Committee has the authority to grant to certain officers of the Company awards that vest and become payable based on attainment over a specified performance period of performance goals using performance criteria set out in the Plan. These performance awards may be paid in shares or in cash or cash equivalent or in any combination of cash, cash equivalent or shares. These performance-based awards may—or may not—be designed to qualify for the performance-based compensation exception to Section 162(m).

Other Stock-Based Awards. The Plan Committee has the authority to grant other awards based on the Common Stock, including dividend equivalents and payments of shares, to eligible persons subject to the terms and conditions of the Plan and such other terms and conditions as determined by the Plan Committee, which awards may be payable in shares or in cash or cash equivalent or in any combination of cash, cash equivalent or shares.

Change of Control. Unless otherwise determined at the time of grant of an award, generally if awards are not converted, assumed or replaced by a successor entity in connection with a Change of Control (as defined under the Plan), then immediately prior to the Change in Control, the awards will become fully vested, fully exercisable and all forfeiture restrictions on the awards will lapse, and in connection with the Change in Control, all awards shall terminate and cease to be outstanding. If awards are converted, assumed, or replaced after a Change of Control, the

Plan Committee has the discretion to accelerate vesting and cause all forfeiture restrictions to lapse upon the termination of the participant’s employment or service under specified circumstances or within a specified time after the Change in Control. In anticipation of or upon a Change in Control, the Plan Committee may terminate all awards outstanding at a specific time in the future, including, but not limited to, the date of such Change in Control, and give participants the right to exercise their awards during a period of time determined by the Plan Committee.

Transferability. Unless the Plan Committee determines otherwise, no award may be assigned, transferred or otherwise disposed of by a participant, except by will or the laws of descent and distribution. In addition, no right or interest in any award may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or a subsidiary, or may be subject to any lien, obligation, or liability of a participant.

Adjustment of Shares. In the event of a merger or consolidation of the Company, exchange of Common Stock, corporate distribution or certain other events specified in the Plan that affect the Common Stock or the Company (a “Corporate Transaction”) the Plan Committee has the discretion to take any action in order to prevent dilution or enlargement of benefits intended to be made available under the awards or to facilitate or address a Corporate Transaction, including, but not limited to, any of the following actions: (i) termination or replacement of any award in exchange for cash equal to the amount (if any) that would have been attained under the award or other property; (ii) assumption or substitution of an award by a successor or survivor corporation; (iii) adjustment in the number and type of shares subject to outstanding awards; (iv) acceleration of vesting of an award; or (v) termination of an award.

In the event of an Equity Restructuring (as defined under the Plan), the number and type of shares subject to outstanding awards and the exercise price will be equitably adjusted and the aggregate number and kind of securities that may be issued under the Plan (and the per participant award limitations) will be adjusted to the extent the Plan Committee deems appropriate.

Amendment and Termination. The Plan expires on January 4, 2021, unless terminated earlier by the Plan Committee. No award may be granted after the Plan expires, and no “incentive stock option” may be granted after the 10^th anniversary of the date the Plan was approved by the Board. Any award that is

outstanding as of the date the Plan expires will continue in force according to the terms set out in the award agreement.

The Plan Committee may terminate, amend or modify the Plan. However, stockholder approval may be required for certain types of amendments under applicable law or regulatory authority. Except as may be provided in an award agreement or the Plan, no amendment to the Plan may adversely affect the terms and conditions of any existing award in any material way without a participant’s consent.

Material U.S. Federal Income Tax Consequences

The following is a general summary of the material U.S. federal income tax consequences of the Plan to us and to participants in the Plan who are subject to U.S. federal taxes. The summary is based on the Code, the U.S. Treasury regulations promulgated thereunder, rulings and other guidance issued by the Internal Revenue Service and judicial decisions as in effect as of the date of this proxy statement, all of which are subject to change, possibly with retroactive effect. The summary is not intended to be a complete analysis or discussion of all potential tax consequences that may be relevant or important to participants in the Plan, including U.S. gift or estate tax consequences or foreign, state or local tax consequences.

Incentive Stock Options. Although we have not granted incentive stock options (“ISOs”) to date under the Plan, and do not anticipate doing so in the immediate future, generally, a participant does not recognize taxable income upon the grant, vesting or upon the exercise of an ISO. Upon the sale of ISO shares, a participant generally recognizes income in an amount equal to the difference, if any, between the exercise price of the ISO shares and the value of those shares on the date of sale. The income is taxed at long-term capital gains rates if the participant has not disposed of the shares within two years after the date of grant and has held the shares for at least one year after the date of exercise. The exercise of an ISO may, under some circumstances, trigger liability for the alternative minimum tax.

If a participant sells ISO shares before having held them for at least one year after the date of exercise and two years after the date of grant, the participant recognizes ordinary income to the extent of the lesser of (l) the gain realized upon the sale or (2) the difference between the exercise price and the value of the shares on the date of exercise.

The Company will be entitled to a tax deduction equal to the ordinary income, if any, recognized by the participant.

Any additional gain is treated as long-term or short-term capital gain depending upon how long the participant has held the ISO shares prior to disposition.

Non-Qualified Stock Options. A participant does not recognize taxable income upon the grant or vesting of an NSO. Upon the exercise of such a stock option, the participant recognizes ordinary income to the extent the value of the shares received upon exercise on the date of exercise exceeds the exercise price. The Company will be entitled to a tax deduction equal to the ordinary income, if any, recognized by the participant.

Stock Appreciation Rights. A participant does not recognize taxable income upon the grant or vesting of a SAR. Upon exercise of the SAR, the fair market value of the shares received, determined on the date of exercise of the SAR, or the amount of cash received in lieu of shares, must be treated as compensation taxable as ordinary income to the participant in the year of such exercise. The Company will be entitled to a deduction for compensation paid in the same amount that the participant recognizes as ordinary income.

Restricted Stock. A participant who receives restricted stock does not generally recognize taxable income at the time of grant. Instead, the participant recognizes ordinary income in the first taxable year in which the shares become either (1) freely transferable or (2) no longer subject to substantial risk of forfeiture. The amount of taxable income is equal to the value of the shares on the date of recognition less the cash, if any, paid for the shares.

A participant may file an election in accordance with Section 83 of the Code within 30 days of receiving restricted stock to recognize income at the time of receipt of the restricted stock rather than at the time the shares become freely transferable or no longer subject to substantial risk of forfeiture.

The Company will be entitled to a deduction for the same amount that the participant recognizes as taxable income.

Restricted Stock Units. In the case of an award of RSUs, the participant will not recognize taxable income at the time of grant. The participant will generally recognize ordinary income when the award is paid, in an amount equal to the fair market value of

any shares received on the date of payment or delivery. The Company will be entitled to deduction in an amount equal to the taxable income recognized by the participant.

Performance Based Awards. A participant generally will not recognize income upon the grant of performance shares or performance units. Upon the distribution of cash or shares to the participant pursuant to the terms of the performance shares or units, the participant generally will recognize compensation taxable as ordinary income equal to the excess of the amount of cash or the fair market value of any property transferred to the participant over any amount paid by the participant with respect to the performance shares or units. The Company will be entitled to deduction in an amount equal to the taxable income recognized by the participant, subject to the deduction conditions and limits applicable under Section 162(m) of the Code.

Other Awards. In the case of other awards, a participant generally will recognize ordinary income when the award is paid, and the Company will be entitled to a corresponding deduction during the taxable year in which the participant recognizes income. The amount recognized will be equal to the fair market value of the shares on the date of delivery or cash received by the participant. A participant takes a tax basis in shares in an amount that is equal to the fair market value of those shares on the date of delivery.

Section 409A. Section 409A of the Code is applicable to an award under the Plan if compensation related to the award is deferred to a succeeding year. If applicable, certain requirements related to the time, manner and form of election to defer the income attributable to the award must be met, and certain conditions related to the distribution of the compensation must be satisfied. Failure to satisfy these requirements may result in the imposition of potentially significant penalties to the participant. Section 409A will generally not be applicable to stock options and SARs granted under the Plan because the exercise price of stock options and SARs under the Plan will be at least equal to the fair market value of the Common Stock on the date of grant. It will also generally not be applicable to grants of restricted stock. Although Section 409A may apply to RSUs and other types of awards under the Plan, it is the Company’s intention to structure these awards in a manner that would avoid any tax penalties under Section 409A.

Plan Benefits

Because it is within the discretion of the Plan Committee to determine whether or not to make Awards that are intended to qualify for the performance-based compensation exception to Section 162(m), as well as which officers, employees and consultants will receive such awards, and furthermore is within the Board’s discretion to determine which non-employee directors, receive awards and the amount and type of awards received, it is not presently possible to determine the number of individuals to whom awards will be made in the future under the Plan, or the amount of awards, or whether or not they will qualify for the performance-based compensation exception to Section 162(m).

However, please refer to the description of stock option and restricted stock unit grants made to our non-employee directors in the last fiscal year under the heading “Director Compensation Table” and the description of stock options, restricted stock and restricted stock unit grants and of non-equity incentive plan compensation under the Plan, made during the last fiscal year to our executive officers named in the 2011 Summary Compensation Table. As of December 31, 2011, an aggregate of 9,217,121 stock options, 318,792 restricted stock and 4,970,370 restricted stock units were outstanding under the Plan. The number of shares remaining available for future issuance as of December 31, 2011 under the Plan, are disclosed under the section captioned “Equity Compensation Information”.

The following table sets forth information with respect to equity and non-equity incentive awards granted since January 1, 2012, as of March 31, 2012, under the Plan to the named executive officers, the executive officers as a group, all current directors who are not executive officers, as a group, and all employees, including officers who are not executive officers, as a group. Grants made under the Plan during the prior fiscal year are disclosed as described above. The non-equity incentive plan compensation made under the Plan for 2012, if any, cannot be determined until 2012 performance is completed and reviewed. No equity awards other than restricted stock units have been granted to date in 2012, and such grants are not indicative of the performance-based awards that could occur in the future (whether or not this proposal receives shareholder approval).

PROPOSAL NO. 3

ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION

In connection with becoming an independent publicly traded company on January 4, 2011, the Motorola Mobility Board and management thoughtfully redesigned our executive compensation objectives, policies and programs for the businesses we are in and the strategic mission of the Company.

Principles for Motorola Mobility’s Compensation Program

Our compensation programs are designed to be strongly linked to performance by:

Our “at-risk” compensation programs (both short- and long-term) provide for significant upside for superior performance and downside for underperformance and align executives’ interests to those of our stockholders.

New Program and Practices

In 2011, Motorola Mobility, together with our Chairman and CEO, made several program decisions intended to enhance the effectiveness of rewards and align them to current best practices. For example, both our Chairman and CEO and our NEOs hired in 2010 voluntarily agreed to forego a tax gross up on a change in control. We have also eliminated tax gross ups under the change in control severance plan for newly hired or promoted executives and notified other participants that we are eliminating tax gross ups once the three year notice period under our Former Parent’s plan is concluded.

Several other program improvements are outlined in more detail in “Our Rewards Programs and Specific Improvements in 2011” section in the “Compensation Discussion and Analysis”.

Pursuant to Section 14A of the Securities Exchange Act, we are seeking stockholder advisory approval, commonly known as a “Say-on-Pay”, of the compensation of our Named Executive Officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the policies and practices described in this Proxy Statement, through consideration of the following non-binding advisory resolution:

“Resolved, that the stockholders advise that they approve the compensation of the Company’s Named Executive Officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables and any related material in this Proxy Statement.”

The Board determined in 2011 to request this matter be considered by stockholders on an annual basis. Although your vote is advisory and not binding upon the Board, the Board and its Compensation and Leadership Committee take the outcome of the vote expressed by its stockholders into consideration for future executive compensation arrangements.

RECOMMENDATION OF THE BOARD

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION.

UNLESS OTHERWISE INDICATED ON YOUR PROXY, YOUR SHARES WILL BE VOTED FOR THE APPROVAL OF THE EXECUTIVE COMPENSATION.

PROPOSAL NO. 4

RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012

The Audit Committee of the Board has appointed KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012. Services provided to the Company and its subsidiaries by KPMG LLP in fiscal year 2011 are described under “Audit Committee Matters—Independent Registered Public Accounting Firm Fees”.

We are asking our stockholders to ratify the appointment of KPMG LLP as our independent registered public accounting firm. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the appointment of KPMG LLP to our stockholders for ratification as a matter of good corporate practice.

Representatives of KPMG LLP will be present at the Annual Meeting to respond to appropriate questions and to make such statements as they may desire.

The affirmative vote of the holders of a majority of the shares present in person or by proxy and entitled to vote at the Annual Meeting will be required to ratify the appointment of KPMG LLP. Abstentions will have the same effect as a vote “Against” the proposal.

In the event stockholders do not ratify the appointment, the appointment will be reconsidered by the Audit Committee and the Board. Even if the appointment is ratified, the Audit Committee in its discretion may appoint a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

RECOMMENDATION OF THE BOARD

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012. UNLESS OTHERWISE INDICATED ON YOUR PROXY, YOUR SHARES WILL BE VOTED FOR THE RATIFICATION OF KPMG LLP.

COMPENSATION DISCUSSION AND ANALYSIS

In this section, we describe the material components of our executive compensation program for the following named executive officers (the “NEOs”) whose compensation is set forth in the 2011 Summary Compensation Table and other compensation tables contained in this Proxy Statement:

We also provide an overview of our executive compensation philosophy and our executive compensation program. In addition, we explain how and why the Compensation and Leadership Committee of our Board of Directors (the “Compensation Committee”) arrived at the specific compensation policies and decisions involving the NEOs.

Executive Summary

2011 Highlights

2011 has been a very exciting year for us. On January 4, 2011, we completed our spin-off from Motorola, Inc. (our “Former Parent”), becoming a separate company with our own equity securities trading on the New York Stock Exchange (the “Separation”). Subsequently, on August 15, 2011, we entered into the Agreement and Plan of Merger (the “Merger Agreement”) with Google Inc. (“Google”) and a wholly owned subsidiary of Google (the “Google Transaction”).

Upon completion of the Google Transaction, the Company’s stockholders are expected to receive $40 per share which represents approximately a 63% premium over $24.47, the closing price of Company common stock the last trading day before the transaction was publicly announced. The Google Transaction offers significant value for our stockholders and we are pleased with the efforts of employees to bring the Company to this point.

Our common stock began trading on the New York Stock Exchange on January 4, 2011 at $31.17 per share. Our common stock price closed for the year

on December 30, 2011 at $38.80 per share, representing 24.5% stock price appreciation for the year. This does not include the approximate 20% closing stock appreciation increase that occurred during the “when-issued” market trading in the weeks prior to the Separation from $25.05 to $30.24. Our 2011 stock price appreciation of 24.5% compares favorably to that of the Standard & Poor’s 500 at 1.2% and that of our compensation peer group of -15.3% on average over the same period.

In early 2011, we made several significant changes to our executive compensation program in response to the feedback received from stockholders through our Former Parent’s advisory vote on executive compensation. These changes included the following:

For a detailed discussion of these changes and others, see “Our Rewards Programs and Specific Improvements in 2011” below.

Equity award levels in 2011 were higher than our standard design due to the one-time event of Separation. Dr. Jha’s equity awards in 2011 were a result of obligations under his employment agreement originally entered into with our Former Parent in August 2008 that were assumed by the Company in the Separation and represented the low end of the equity range formula in the agreement. Other equity awards to the named executive officers (“NEOs”) in 2011 included one-time, larger than our standard median target equity awards made to key individuals critical to the success of the Company as part of the Separation and formation of our new Company, which are common market practices for spin-off transactions. However, in 2012, annual equity awards returned to target median market practices.

Impact of 2011 Stockholder Advisory Vote on Executive Compensation

In May 2011, we conducted a non-binding advisory vote on the compensation of the NEOs,

commonly referred to as a “say on pay” vote, at our Annual Meeting of Stockholders. Our stockholders approved the compensation of the NEOs, with approximately 86% of the votes cast on the proposal voted in favor of our executive compensation program.

As the Compensation Committee evaluated our executive compensation policies and practices throughout 2011, it was mindful of the strong support our stockholders expressed for our compensation philosophy and objectives. As a result, the Compensation Committee retained our general approach to executive compensation, with an emphasis on incentive compensation that rewards our most senior executives when they deliver value for our stockholders and in light of both the pending Google Transaction and the numerous changes in early 2011, we have not made additional significant changes to our compensation programs, except as described below in “Merger Update”.

Consistent with the recommendation of the Board of Directors and the preference of our stockholders as reflected in the advisory vote on the frequency of future say on pay votes conducted at our Annual Meeting of Stockholders, the Board of Directors has adopted a policy providing for annual advisory votes on the compensation of the NEOs.

Merger Update

As previously disclosed, we expect to complete the proposed Google Transaction during the first half of 2012 (such actual time being the “Merger Closing”).

Pending the Merger Closing, we have agreed to administer our executive compensation program subject to the following conditions and limitations:

At the Merger Closing, outstanding stock options and RSU awards granted by us as a substitute for our Former Parent stock options and RSU awards granted prior to 2011 will fully vest upon the Merger Closing and be paid out at $40.00 per share less the exercise price for each share of our common stock subject to such stock options and $40.00 per share for each share of our common stock subject to such RSU awards, in each case less all applicable tax withholdings. Outstanding and vested stock options and RSU awards granted under the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan will be paid out at $40.00 per share less the exercise price for each share of our common stock subject to such stock options and $40.00 per share for each share of our common stock subject to such RSU awards, in each case less all applicable tax withholdings. Outstanding and unvested stock options and restricted stock (“RSA”) awards and RSU awards granted under the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan in 2011 and 2012 will be converted to an award of equivalent value in stock options, RSA awards, and RSU awards, respectively, for shares of Google common stock.

The Merger Agreement and related materials can be found in the Company’s SEC filings at www.sec.gov.

Our Rewards Objectives and Guidelines

In connection with becoming a new publicly traded company on January 4, 2011, we had the opportunity to redesign our executive compensation objectives, policies, practices and programs for the businesses we are in and to align with the strategic mission of the Company. We designed our compensation programs and practices to drive financial performance, incentivize execution on our business strategy and support a change in culture. Our new programs and practices reward superior performance

on an individual, business segment and overall Company level and provide long-term incentives to employees in roles critical to our future. Our objective is to provide a total compensation package that is competitive and that allows for significant upside when superior performance is achieved and less than target when performance is below expectations.

Components of Executive Pay: Each pay component plays a different and important purpose in an employee’s overall compensation and each component is influenced by different elements of our talent assessment.

Competitive Position: Our rewards programs and levels generally target median market practices of our comparator group for the industries and locations in which we operate through designs that link Company, business segment, and individual performance. The Compensation Committee and, for certain employees, Dr. Jha have discretion to set individuals’ total compensation above or below the median market levels for strategic positions when the value of the role and the individual’s experience, performance and specific skill set justifies variation.

Guiding Principles: The following were the guiding principles for the development and implementation of our rewards programs:

1. Be Market Competitive

Our compensation programs (base salary, annual and long-term incentives) and benefits target the median of our comparator group (which is described below), but may provide long-term incentive opportunities that are above the market median for a select group of key strategic talent. The mix of compensation and benefits seeks to be competitive within the high technology industry, and achieve market competitiveness for each program as appropriate given their cost and complexity.

2. Pay for Performance

Our compensation programs are strongly linked to performance by: (a) measuring performance at the individual, business segment and overall Company level, (b) leveraging the talent assessment program to closely align compensation to recent and relevant results, (c) providing highly differentiated rewards at the individual and business segment level, as warranted by performance, and (d) utilizing a high proportion of stock options in the long-term incentive program for executives. Additionally, our “at-risk” compensation programs (both short and long-term) provide for significant upside for superior performance and downside for underperformance without encouraging unnecessary and excessive risk taking that could have a material adverse effect on the Company. When performance goals are not met, we are committed to reducing or eliminating short-term incentive bonuses and have an annual incentive plan that permits us the flexibility to do so on an individual, business segment or overall Company level.

3. Align Equity Awards to Business Strategy

We seek to effectively use equity awards as a tool to differentiate, reward and retain strategic talent who are expected to have the greatest impact on the Company’s future results. This concentrates our equity awards on strategic talent with the largest grants being awarded to critical talent. With such efforts, we seek to maintain market competitiveness by high technology industry standards.

4. Limit Perquisites and Gross Ups

We strive to limit executives’ perquisites to those which are market competitive or considered necessary to help ensure our executives perform better and with fewer distractions.

Our Rewards Programs and Specific Improvements in 2011

We made the following specific improvements to both our Chairman and CEO’s compensation and our program design in early 2011 shortly following the Separation in recognition of stockholder concern expressed the prior year in our Former Parent’s stockholder advisory vote on executive compensation.

Our Chairman and CEO’s Compensation

Unique circumstances demanded our Former Parent attract a top quality leader for the Mobile Devices business, particularly to accomplish the

Separation. The Compensation Committee of our Former Parent’s Board of Directors determined it was necessary to have Dr. Jha’s employment agreement reflect a competitive and compelling compensation package involving a significant amount of “at-risk” equity. Attracting Dr. Jha to our Former Parent required both guaranteeing certain elements of compensation and also providing inducements to accept the additional risk of leading a turnaround. One such provision to attract Dr. Jha was his 2011 equity grant which was determined using the formula defined by our Former Parent in his employment agreement, originally entered into with our Former Parent and assumed by the Company in the Separation. This grant was larger than our standard median target equity design, because our Former Parent designed this award formula to attract Dr. Jha to our Former Parent and incentivize Dr. Jha’s performance in the Separation. In early 2011, the Compensation Committee reviewed the various aspects of Dr. Jha’s compensation. As a result, Dr. Jha, the Chairman and CEO, and the Company’s Compensation Committee made significant changes to these arrangements and certain provisions are no longer applicable, as described below:

Our Program Design

Motorola Mobility established its own compensation programs and practices for 2011. In addition to the changes involving our Chairman and CEO described above, several changes were made in 2011 to align our programs to current best practices and in ways intended to enhance the effectiveness of our rewards programs.

Roles in Determining 2011 Compensation

The following provides an overview of the roles and responsibilities of the various parties involved in determining 2011 compensation:

Compensation Committee

Board of Directors

CEO

Senior Leadership Team

Human Resources

Independent Compensation Consultant

Independent Compensation Consultant Engagement

The Compensation Committee engaged an independent consultant, Compensia, Inc., a national compensation consulting firm, to advise them on the compensation strategy, program design, risk assessment, and compensation specific to the CEO and Senior Leadership Team, including the NEOs. Compensia does not have any other business or consulting relationships with the Company. In 2011, the fees paid by the Company to Compensia were $291,547.

Comparator Group and Survey Sources

The Compensation Committee reviews the composition of the peer comparator group at least annually to determine the appropriateness and applicability of the group as a reference when establishing its compensation programs and making individual compensation decisions for the NEOs. As a result of this review, the peer comparator group changed in mid-2011.

The Former Parent’s Compensation Committee established a comparator group for Motorola Mobility in the latter part of 2010 to compare companies of similar size and industry focus in planning for post-Separation compensation decisions. This core comparator group was used in late 2010 and early 2011 to analyze compensation components and pay levels; which include the majority of compensation decisions related to the NEOs in 2011.

This 2010/early 2011 core comparator group for Motorola Mobility included:

The Compensation Committee in conjunction with Compensia, the independent consultant, also

determined that for equity programs in 2011 the core comparator group information should be augmented with data from companies similarly situated as the Company—that is a group of high technology companies that were spun off from a parent. This group included: Agilent Technologies, Avago, Expedia, Fairchild Semiconductor, Freescale Semiconductor, Metavante, Palm, Spansion, Teradata, Transcept, Tyco Electronics, and VMWare.

In mid-2011, the Compensation Committee updated and refined the core comparator group to more appropriately reflect the companies which Motorola Mobility competes with in the business market and labor market. This updated comparator group was used to analyze compensation components and pay levels from mid-2011 into 2012, and includes:

To supplement the publicly available compensation data from the comparator group and obtain a more complete picture of the overall compensation environment for the broader executive group and, from time to time, the NEOs, the Company looks to multiple survey sources. During 2011, this supplemental data for some of the NEOs was derived from the following survey sources:

Because these surveys contain competitive compensation market data on a number of companies

spanning different industries, market analysis involves narrowing the available information to “data cuts” that most accurately reflect size, industry and competitive labor market. The “data cuts” for the supplemental data used for some of the NEOs during 2011 were:

Compensation Mix

When making 2011 compensation decisions, the Compensation Committee considered the total direct compensation levels for each executive position against the median of similar positions in the peer comparator group of companies. The Compensation Committee intends to provide competitive total compensation, as well as provide a competitive level for each element of total compensation. As a result, the Compensation Committee did not specifically limit one element of compensation in response to the amounts potentially realizable under other compensation elements.

Although our executive compensation program is structured to be targeted at the median of the peer comparator group, the exact percentile may differ by individual executive officer and is based on their specific performance, experience, skill set, position and ability to impact business results. Additionally, to recognize the importance of becoming an independent company and reflecting the practices of other recent spin-offs of technology companies, long term incentives in 2011 were generally above the market, in the form of one-time, larger than our standard median target equity awards made to key individuals critical to the success of the Company as part of the Separation and formation of the Company. In keeping with the guiding principles of being “business driven” and “performance differentiated”, the Compensation Committee also structured the executive compensation program so that, generally, more than 80% of an NEO’s target total compensation was delivered in the

form of performance-based incentives. The following graph highlights the specific 2011 target pay mix of each of the NEOs:

2011 NAMED EXECUTIVE OFFICER COMPENSATION

Base Salary

Base salary is the component of the compensation program designed to provide market competitive fixed compensation to attract and retain qualified talent. The base salary level for each NEO was generally targeted at the median of the peer comparator group for similar roles, but the exact percentile differed by individual. The Compensation Committee had the discretion to deviate from the targeted median when a NEO’s performance, experience and specific skill set warranted such a variation.

The table below summarizes the base salaries of the NEOs as effective January 10, 2011, which represents a merit increase and recognition of new roles as a separate publicly traded company for Messrs. Rothman, Moloney, Offer and Crum as compared to prior to this date. Dr. Jha’s 2011 base salary was established pursuant to his employment agreement.

Additionally, increases to each NEO’s base salary were made in January 2012, except for Dr. Jha whose base salary remained the same. Such increases are based on their role and each NEO’s performance, experience, specific skill set and the Company’s efforts to maintain median compensation relative to the peer group market data for the role.

Short-Term Incentives

Short-term incentives are the component of the compensation program designed to reward our executive officers based on achievement of pre-established short-term (annual) performance goals and individual performance goals that support the Company’s broader business strategy. The Motorola Mobility Incentive Plan (the “MIP”) is an annual cash incentive plan that was adopted in 2011 to all employees (excluding those employees participating in a sales or other incentive plan), including the NEOs.

The primary objectives of MIP are to:

MIP Incentive Formula

MIP awards were a function of an individual’s target incentive opportunity, annual business performance and individual performance. The payout value of a MIP award to each individual is based on the following formula: