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Fill and Sign the Corporation Limited Liability 497336665 Form

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EMPLOYEE MATTERS AGREEMENT SCHEDULE 2.4(a) SCG DOCUMENTS CONTAINING TERMS AND CONDITIONS OF EMPLOYMENT - BY COUNTRY (MAY 9, 1999) 1 TERMS AND CONDITIONS IN AUSTRALIA BENEFITS PROVIDED TO BUSINESS EMPLOYEES 1. Standard Operating Procedures A. Rostered days off B. Overtime C. Performance and Development Review D. Performance Improvement Program E. Separation of Employment F. Rules of Conduct G. Holidays H. Annual Leave I. Personal Leave J. Parental Leave K. Special Leave of Absence L. Compassionate Leave M. Long Service Leave N. Educational Assistance O. Domestic Relocation P. Equal Employment and Non-Discrimination Q. Harassment R. Disciplinary Action S. Affirmative Action T. Respect for Senior Service U. Resolving Complaints and Grievances 2 TERMS AND CONDITIONS IN BRAZIL BENEFITS PROVIDED TO BUSINESS EMPLOYEES 1. Pension Plan - Motorola do Brasil (including Basic Retirement and Supplementary Retirement) 3 TERMS AND CONDITIONS IN CANADA BENEFITS PROVIDED TO BUSINESS EMPLOYEES 1. Guidebook: Planning Today for Your Tomorrow with the Motorola Retirement Program in Canada 2. Life Steps Flexible Benefit Program (2 versions) A. How your Life Steps Flexible Program works B. Life Steps Extended Health Care Plan C. Rate Summary D. Other Important Information 3. Human Resources Policies and Procedures A. Association/organization membership fees B. Educational Assistance C. Disability Plan 4. AT&T Capital "Benefit Leasing" Vehicle Program 5. Aetna Employee Assistance Program 6. Canada Life Group Home and Auto Insurance 7. Website printouts re Motorola Canada Limited Retirement Program 8. Employee Benefits Plan administered by Aetna Benefits Management Inc. or Motorola Canada Limited, Contract No. 7156 9. January 29, 1999 correspondence re Revised Amendment No. 1 to UNUM policies #83529-001 and 83529-002, with policies attached 10. Motorola Canada Ltd. Pension Plan (effective January 1, 1992) 11. Deferred Profit Sharing Plan for Employees of Motorola Canada Ltd. 12. 1999 Business Planning Calendar reflecting holidays 13. Enhanced Vacation Policy (December 1997) 14. Non-Contributory Defined Contribution Pension 15. Group Registered Retirement Savings Program 4 TERMS AND CONDITIONS IN CHINA EMPLOYMENT, BONUS, INCENTIVE, TRANSPORTATION, SEVERANCE OR OTHER AGREEMENTS 1. Form of Employment Contract for an Employee for Motorola (China) Electronics Limited (Chinese version and English translation) 2. Motorola Incentive Plan of 1998 BENEFITS PROVIDED TO BUSINESS EMPLOYEES 1. Leshan-Phoenix Semiconductor Co., Ltd. Human Resources Policy (English translation) A. Work Practice/Benefits Summary B. Employment C. Transfer of Employee Residential Account D. Working Hours E. Compensation Administration F. Performance Management System G. Change of Status H. Overtime I. Shift Premium J. Meal Premium K. Annual Bonus Payment L. Housing M. Employees' Medical N. Educational Assistance O. Employment Contract Signing P. Attendance Q. Personal Leave and Sick Leave R. Annual Leave S. Compensable Absences T. Holidays U. Prolonged Illness Leave V. Women's Employee Protection W. Transportation for Employees X. Termination of Employment Y. Resignation Procedure Z. Disciplinary Procedure AA. Grievance Procedure BB. Employee Service Committee CC. Internal Opportunity System DD. Employee Housing Program EE. Training Bond Policy 2. Orientation materials, Beijing 1996 3. Employer's Liability Insurance Health Benefit (4/16/99) 5 TERMS AND CONDITIONS IN CZECH REPUBLIC EMPLOYMENT, BONUS, INCENTIVE, TRANSPORTATION, SEVERANCE OR OTHER AGREEMENTS 1. Contract of Employment between Motorola s.r.o. as "Employer" and XY as "Employee", dated Feb. 5, 1999 (Czech version and English translation) 2. Form Contract of Employment between Motorola s.r.o. and employee and Appendix thereto, dated March 15, 1999 3. Employment Offer Letter 4. Letter of Understanding, long-term expatriate assignment 5. June 25, 1997 letter concerning secondment from Motorola 6. Letter of Understanding, long-term expatriate assignment dated Sept. 8, 1997 BENEFITS PROVIDED TO BUSINESS EMPLOYEES 1. HR Policies A. Training and Development B. Manpower Control Procedure C. Hiring of Temporary Staff D. Management Responsibilities for Leavers from their departments E. Payroll Procedure F. Vacation G. Relocation H. Overtime 2. Life and Permanent Disability 6 TERMS AND CONDITIONS IN FINLAND [To be provided] 7 TERMS AND CONDITIONS IN FRANCE EMPLOYMENT, BONUS, INCENTIVE, TRANSPORTATION, SEVERANCE OR OTHER AGREEMENTS 1. Form of Contract of Employment (French version) 2. Letter of Understanding (long-term expatriate assignment) 3. Letter of Understanding (repatriation) 4. Letter of Understanding (7-12 months married) 5. Letter of Understanding outlining the terms and conditions of transfer to Motorola 6. Firm Offer Letter for Exempts 7. HR Manual in French 8. Jurisprudence Sociale Commentee 9. La Modification du Contrat de Travail 10. Capricel Prevoyance Notification re Motorola Semiconductors BENEFITS PROVIDED TO BUSINESS EMPLOYEES 1. Benefits provided for Motorola Semiconducteurs, Toulouse by Capricel Prevoyance 2. Insurance Contract with Capriceo Prevoyance 3. Sample Voluntary Contract Re Short-Term Illness 4. Supplemental Life 5. Supplemental Death and Disability 6. Supplemental Medical 7. Accident/Illness Insurance 8 TERMS AND CONDITIONS IN GERMANY EMPLOYMENT, BONUS, INCENTIVE, TRANSPORTATION, SEVERANCE OR OTHER AGREEMENTS 1. Employment Contracts A. Standard Employment Contract between Motorola GmbH, Semiconductor Division, and [employee] B. Supplementary Agreement between Motorola GmbH and [employee] re private use of company cars C. Standard Employment Agreement between Motorola GmbH and [employee] D. Standard Employment Agreement between Motorola GrnbH Semiconductor Division, and [employee] E. Standard Employment Agreement between Motorola GmbH, Semiconductor Division, and [trainee] F. Standard Employment Agreement between Motorola GmbK Semiconductor Division/SCG, and [trainee] G. Relocation Allowance Policy H. General Business Conditions of Personnel Munchen GmbH I. General Contract for the Motorola Electronic GMB - Flensburg BENEFITS PROVIDED TO BUSINESS EMPLOYEES 1. Group Insurance Contract A. Group Insurance Contract between Motorola Funkgerate GmbH and Allgemeine Assekuranz (Asslourazioni Generali) of August 20, 1970. B. Amendment of January 19, 1972 between Motorola Funkgerate GmbH and Allegemeine Assekuranz (Assklourazioni Generali) to contract listed under 1.1 C. Amendment of December 11, 1975/February 25, 1976 to Group Insurance Contract between Motorola Halbleiter GmbH and Allgemeine Assekuranz to Group Insurance Contract D. Amendment of December 11, 1975/February 24, 1976 between Motorola GmbH, Radio Products Division, and Allgemeine Assekuranz to Group Insurance Contract E. Amendment of May 12, 1984 between Motorola GmbH and Generali Lebensversicherung AG to Group Insurance Contract F. Amendment of April 24, 1986 between Motorola GmbH and Generali Lebensversicherung AG to Group Insurance Contract G. Group Insurance Contract between Storno Electronic GmbH and Generali Lebensversicherung AG of November 18/28, 1990 H. Amendment between Motorola Electronic GmbH and General Lebensversicherung AG of March 19, 1992 to Group Insurance Contract listed under 1.7 above I. Group Insurance Contract No. 2 between Motorola Electronic GmbH and Generali Munchener Lebensversicherung AG of October 18/November 11, 1994 with attached General Conditions for Group Life Insurance, July 1994 and Conditions for Occupational Disability Supplementary Insurance 9 J. Amendment of August 25/December 23, 1998 between Motorola GmbH and Generali Munchener Lebensversicherung AG to Group Insurance Contract listed under 1.9 above 2. Pension Plan for Employees of all divisions of Motorola GmbH, status October 1997 (as amended through January 1995) (with attached Annexes I - excerpt from Social Code -and 2 - calculation of pensions for part-timers) 3. Shop Agreements A. General Conditions of Work of Motorola GmbH, Semiconductor Division (effective as of April 1, 1994) B. Motorola Promotion Program (effective as of June 1, 1982) plus Amendment (dated May 27, 1982) C. Shop Agreement No. 8/84 re "International Medical Insurance Coverage on Business Travel" (effective as of May 15, 1984) D. Shop Agreement No. 8/84 re "Group Accident Insurance" (effective as of May 1, 1984) E. Shop Agreement No. 10/84 re "Use of Private Cars for Business Travel" (effective as of January 1, 1985) F. Shop Agreement No. 6/88 re "Employee Pocket Searches" (effective as of June 1, 1988) G. Shop Agreement No. 8/88 re "Term of Probation Period" (effective as of September 1, 1988) H. Shop Agreement No. 5/89 re "Anniversary Payments" (effective as of January 1, 1989) I. Shop Agreement No. 6/89 re "Marriage and Birth Benefits" (effective as of March 28, 1989) J. Shop Agreement No. 7/89 re "Social Fund" (effective as of January 1, 1989) providing for extraordinary benefits in case of economic emergency due to no fault. K. Social Plan for employees "Logic and Logic Support" departments dismissed on or before September 30, 1990 (with attached Annexes I - social selection - and II - severance policy) dated January 15, 1990 [shop Agreement No. 1/90] L. Shop Agreement No. 2/90 re "Flexible Working Hours and Reduction of Working Time" (effective as of February 1, 1990) M. Shop Agreement No. 3/90 re "Distribution of Annual Salary over 13.3 Monthly Salaries" dated May 17/21, 1990 N. Shop Agreement No. 1/92 re "Introduction of a New Employee Development System" (effective January 1, 1992) O. Shop Agreement No. 5/92 re "Computation Basis of Motorola Pension Plan" (effective as of January 1, 1993) P. Shop Agreement No. 1/94 re "Payment of Meal Allowance for Employees in Marketing Field Offices" (effective as of April 1, 1994) Q. Shop Agreement No. 2/94 re "Vacation Carryforward Policy" (effective as of July 1, 1994) R. Shop Agreement No. 3/94 re "Work on Saturdays, Sundays and Public Holidays" (effective as of January 1, 1995) S. Shop Agreement No. 1/95 re "Amendment to Pension Plan for New Hirees as from 1995" (effective as of January 1, 1995) 10 T. Shop Agreement No, 2/95 re "Equal Treatment of Male and Female Employees for Pension Plan Purposes" (effective as of May 1, 1995) U. Shop Agreement No. 3/95 re "Amendment to Shop Agreement No. 2/90" dealing with the recording of working hours (effective as of January 1, 1996) (with attached implementation procedures) V. Shop Agreement No. 2/96 re "Allowances for Business Travel" (effective as of March 1, 1996) W. Shop Agreement No. 2/98 re "Refer a Friend Program" (effective as of November 1, 1997) X. Shop Agreement No. 1/99 re "Amendment to Shop Agreement No. 3/94" dealing with the compensation of extra work on Saturdays, Sundays and public holidays for job grades E 09 and above dated February 19, 1999 4. Statistics on German pension plan 5. Summary of Benefits 6. Pension Plan (fur die Mitarbeter der Motorola GmbH) 7. Disability Insurance Plan (including Supplemental Disability) 8. Life Insurance Plan (including Supplemental Life) 9. Service Recognition Payments Policy 10. Shop Agreement No. 8/84 re "International Medical Insurance Coverage on Business Travel" 11. Shop Agreement No. 8/84 re "Group Accident Insurance" 12. Savings Plan 13. Rental Guarantee Policy 14. Relocation Plan 11 TERMS AND CONDITIONS IN HONG KONG EMPLOYMENT, BONUS, INCENTIVE, TRANSPORTATION, SEVERANCE OR OTHER AGREEMENTS 1. Service Agreement between Motorola Semi-Conductors Hong Kong Ltd. and MSAS Cargo International (Far East, Ltd.) 2. Form Employment Contracts A. Grade E-10 or above B. Grade E-04 to E-09 C. Contract for Sales Personnel D. Individual Contract for Overseas Hiring 3. Summary of Separation Programs for Hong Kong Region offered between May 1998 and October 1998. BENEFITS PROVIDED TO BUSINESS EMPLOYEES 1. Staff Handbook A. Human Resources Policies and Procedures 1. Employment a. Employment b. Personal Details c. Hours of Work d. Punctuality and Attendance e. Probationary Period f Performance Management g. Internal Opportunity System h. Referral Bonus i. Termination of Employment 2. Compensation a. Compensation Philosophy and Administration b. Payment of Salaries c. Cash/Housing Allowance d. Year-end Bonus e. Performance Bonus f Shift Premium g. Overtime Payment 3. Benefits a. Holidays b. Leaves c. Provident Fund Scheme d. Group Life Insurance e. Group Medical Insurance f Employees' Compensation Insurance g. Business Travel Accident Insurance h. Holiday Allowance i. Subsidized Medical Check-up 4. Training and Development a. Key Objectives b. 5-Day Training Policy c. Training Opportunities d. Individual Performance and Training Planner 12 B. Communication 1. Direct Dealing Policy 2. Communication Programs a. Mass Communication Meetings b. General Manager Dialogue c. Human Resources Director/ Manager Dialogue d. Other Communication Programs 3. Speak-out Program 4. Motorola East 5. Notice Boards 6. Grievance Procedures ("Open Door" Policy) C. Employee Services and Facilities 1. Cafeteria 2. Recreational Activities 3. Vacation House 4. Health Services D. Award and Recognition Programs 1. Service Awards 2. Small Wins Recognition Program 3. Shark's Fin Soup 4. Patent Awards E. Rules and Regulations 1. Code of Conduct 2. Disciplinary Procedures F. Confidential Information G. Security and Safety 1. Employee Badge 2. Access Card 3. Material Pass 4. Company and Non-company Property Pass 5. Bag Check 6. Photo-taking 7. Sign-in Visitor 8. Reporting 9. Parking Facility 10. Security Corners/Notice Boards 11. Safety Programs 12. Typhoon/Black Rainstorm Warning Signal Arrangement 2. Employee staff handbook specifying working conditions A. Application of the Employment Ordinance B. Contract of Employment C. Termination of Contracts of Employment D. Employment Protection E. Wages F. Rest days G. Holidays with Pay H. Paid Annual Leave I. Sickness Allowance J. Maternity Protection 13 K. End of Year Payment L. Severance Payment M. Long Service Payment N. Wages and Employment Records 3. Human Resources Policy A. Recruitment B. Employee Referral Program C. Internal Opportunity System D. New Employee Orientation E. Transfer F. Employee Badge G. Personnel Record H. Probation Employment Period I. Attendance Record (time sheet) J. Typhoon and Black Rain Storm Warning K. Year-End Bonus L Overtime M. Shift Premium N. Medical Insurance O. Provident Fund Scheme P. Group Life Insurance Q. Business Travel Accident Insurance R. Health Subsidy S. Retirement T. Tax Effective Plan U. Company Holidays V. Annual Leave W. Sick Leave X. Marriage Leave Y. Maternity Leave Z. Compassionate/Jury Leave AA. Paternity Leave BB. Training and Development Sponsorship Policy CC. Company Sponsored Professional Examination DD. Company Sponsored Professional Bodies EE. Membership FF. Internal Instructor Allowance GG. Employee Recreation HH. Vacation House Rental Subsidy II. Food Committee JJ. Company Publications KK. General Manager/Site Manager/Human Resources Manager Dialogue LL. Mass Communication Meeting MM. Shift Committees NN. "Speak Out" OO. Daily Briefing Sessions PP. Floral/Gift Offering QQ. Equal Employment Opportunity RR. Small Wins 14 SS. Departmental Celebration Fund TT. Direct Labor Lockers UU. ESD Protecting Uniform/Shoes VV. Photo/Video taking WW. SHC Car Parking XX. Rules of Conduct YY. Disciplinary Procedures ZZ. Tardiness AAA. Termination of Employment BBB. Performance Improvement Plan (PIP) 4. American Assurance Company Limited Policy issued to Motorola Semiconductors Hong Kong, Ltd. and Motorola Asia Pacific Ltd. with endorsements 5. Summary of Benefits 6. Summary of HR policies, benefits, and compensation programs and plans 7. Motorola Hong Kong Provident Fund Scheme-Sample Balanced Investment Fund, Asian Fund, and Deposit Fund 8. American International Assurance Company Limited Group Life Policy, with endorsements. 9. American International Assurance Company Limited Group Hospital and Surgical Policy, with endorsements 10. Benefit Insurance Policy letter to Edmund Chan, Nov. 24, 1995 11. American International Assurance Co., Evacuation and Repatriation Benefit (5/18/98) 12. Travel Insurance Policy 13. Company Automobile Policy (2/1/99) 14. On-the-Spot Recognition Program 1999 (3/15/99) 15 TERMS AND CONDITIONS IN INDIA EMPLOYMENT, BONUS, INCENTIVE, TRANSPORTATION, SEVERANCE OR OTHER AGREEMENTS 1. Terms of Voluntary Severance Plan in India (1998 Plan) 2. Appointment Letter pro forma BENEFITS PROVIDED TO BUSINESS EMPLOYEES 1. HR Policies and Procedures. A. Hiring, Promotion, Transfer and Termination Policy and Procedures B. Pre-Employment Medical Examination C. Medical Assistance Scheme D. Relocation Policy E. Leave Rules F. Exit Policy G. Payroll Procedure Policy H. Payroll Audit I. Compensatory Allowance J. House Rent Assistance K. Hard Furnishing Assistance L. Local Conveyance Expenses Reimbursement Policy M. Leave Travel Assistance N. Joining Bonus O. House Lease Policy P. Pest Control at Residence Q. Security at Residence R. Alternate Power Supply Equipment S. Telephone at Residence T. Company Vehicle Plan U. Special Allowance Payment 2. Summary of Benefits 3. RULES: Definitions, Eligibility and Requirements for Membership 4. Master Proposal for Group Gratuity Insurance Scheme 5. Employees' Superannuation Scheme 6. Employees' Provident Fund 16 TERMS AND CONDITIONS IN IRELAND BENEFITS PROVIDED TO BUSINESS EMPLOYEES 1. Motorola Retirement and Death Benefit Plan 2. Motorola Medical Aid Scheme 3. Irish Life Disability and Life Insurance 4. Holiday Bonus 17 TERMS AND CONDITIONS IN ISRAEL EMPLOYMENT, BONUS, INCENTIVE, TRANSPORTATION, SEVERANCE OR OTHER AGREEMENTS 1. A sample of a contract for an MIL Employee (Hebrew) 2. A sample of a job offer, global and overtime (Hebrew) BENEFITS PROVIDED TO BUSINESS EMPLOYEES 1. A booklet containing Motorola Israel's "Working Constitution" (Hebrew) 2. Benefits Eligibility for Each of the Company's E-Grade (Hebrew) 3. Summary of Benefits 4. 1998 Compensation Package and Benefits Package 5. Sample Pension Contract (Hebrew) 6. Provident Fund 7. Medical Plan 8. Disability Plan 9. Life Insurance Plan 18 TERMS AND CONDITIONS IN ITALY EMPLOYMENT, BONUS, INCENTIVE, TRANSPORTATION, SEVERANCE OR OTHER AGREEMENTS 1. National Contracts (Italian) 2. Offer Letter BENEFITS PROVIDED TO BUSINESS EMPLOYEES 1. Company Car Policy (Italian) 2. Compensation and Benefit Policy (Italian) 3. Compensation and benefits budget proposal for plan year 1999 4. Training Policy (Italian) 5. Labour (CCNL Commercio) (Italian) 6. Medical, Accidental Death and Disability Insurance 19 TERMS AND CONDITIONS IN JAPAN EMPLOYMENT, BONUS, INCENTIVE, TRANSPORTATION, SEVERANCE OR OTHER AGREEMENTS 1. Form of Employment Contract for Motorola, Japan Ltd. with Motorola Work Rules attached, in English 2. Japanese language contract (one-page) without Work Rules 3. Form employment contract for expatriates 4. Motorola Code of Conduct 5. Notification to local labor government authority re agreement between MJL and representative of MJL Motorolan Committee Japan concerning overtime work 6. Bank account direct deposit application 7. Application for health insurance for additional person 8. Application for changes and additions to additional person health insurance 9. Guidelines for Appropriate Use of Motorola Computer Facilities 10. Form of new employee retirement account 11. Benefit plan confirmation form 12. Memorandum agreement dated 4/l/95 between Shinko Electric K.K. and MJL regarding basic treatment of MJL employees subcontracted to Shinko Electric K.K. 13. Memorandum agreement dated October 1, 1998 between Fenitec Semiconductor K.K. and MJL regarding the fixed salary of the subcontracted employees (Mr. Hiroo Igarashi (Section Chief Manager) and Mr. Yoshiga Hidetoshi (Group Leader)) BENEFITS PROVIDED TO BUSINESS EMPLOYEES 1. Motorola HIS (Health Insurance Society) version and Japanese translation) 2. Retirement Pension Plan/Rules on Resignation Pension: Rates for Payments of Lump Sum Benefit, Deferral Rates Corresponding to Ages at the Time of Retirement, Rates Corresponding to Ages at the Time of Death or Option, Rates for Lump Sum Benefit Opted for 3. Health Insurance 4. Company Asset Building Payroll Savings Account Program 5. Social Insurance 6. Group Auto Insurance 7. Retirement Pension Plan 8. Company Loan Program 9. Baby Sitter Support Program 10. Gifts for Congratulation, Condolences and Sympathy for Disasters 11. Support for Recreational Activities (Sports Club, Tokyo Disneyland, Ticket Reservations, Villas) 12. Pamphlet explaining contents of social, health and labor insurance 13. Pamphlet explaining outline of the Gifts for Congratulations, Condolences and Sympathy for Disasters 14. Rules for the Gifts for Congratulations, Condolences and Sympathy for Disasters 15. Pamphlet explaining outline of Company Asset Building 20 16. Pamphlet explaining outline of company loan 17. Pamphlets explaining group insurance program 18. Retirement Package Program for Aizu Works 19. Summary of Selective Severance Program 20. Rules on Resignation Pension 21. Rules on Handling of Workmen's Property Accumulation Savings 22. Life Insurance: Dai-ichi Mutual Life Insurance Company, 1998. NON-COMPETE, CONFIDENTIALITY AND INVENTION ASSIGNMENT AGREEMENTS 1. Confidentiality and Intellectual Property Assignment Agreement 2. Retirement Confidentiality Agreement OTHER 1. Booklet re Social Insurance Systems 21 TERMS AND CONDITIONS IN KOREA EMPLOYMENT, BONUS, INCENTIVE TRANSPORTATION, SEVERANCE OR OTHER AGREEMENTS 1. Form of Letter of Employment for Motorola Electronics Pte. Ltd. with Employment Agreement attached 2. Form Letter of Job Offer 3. Probational Employment Contract (in English and Korean) BENEFITS PROVIDED TO BUSINESS EMPLOYEES 1. HR Policies/Regulation of Employment A. General Provisions B. Personnel Administration 1. Employment 2. Leave of Absence 3. Reinstatement 4. Termination and Dismissal C. Service at the Company 1. General Provisions 2. Working and Break Hours 3 Attendance and Departure 4. Holidays D. Wage 1. Compensation Management 2. Allowance 3. Bonus E. Welfare F. Safety and Health G. Training H. Reward and Disciplinary 1. Rewards 2. Disciplinary I. Labor - Management Council J. Addendum 22 TERMS AND CONDITIONS IN MALAYSIA EMPLOYMENT, BONUS, INCENTIVE. TRANSPORTATION, SEVERANCE OR OTHER AGREEMENTS 1. Form of Letter of Appointment (Employment Contract) for Motorola Semiconductor Sdn Bhd Semiconductor Products Sector 2. Car Benefit for Staff Managers and Policy Handbook 3. Form of Employment Offer Letter and Initial Employment Contract (MSSB) 4. Form of Confidentiality Agreement executed by all new employees (MSSB) 5. Form of End-User Personal Computing Policy executed by all new employees (MSSB) 6. Form of Software Licensing, Information Protection and Non-Disclosure Agreement executed by all employees (MSSB) 7. Sample offer of employment letter, dated September 18, 1997, to Dr. S. Arulkumaran (MSSB) 8. Sample offer of employment letter, dated September 18, 1997, to Mr. Palanisamy Chinnathambi Selvaraj (MSSB) 9. Sample offer of employment letter, dated November 28, 1997, to Mr. Saikat Khisa (MSSB) 10. Sample contract regarding reimbursement of education expenses for children of MSSB employees and related documentation, dated December 1, 1994, to Santhiragasen SP 11. Sample contract (in Malaysian version) per Tawaran Pekerjan, dated June 6, 1997 (MSSB) 12. Sample offer of employment letter, 12/31/97, to Batumnal aia/p Kuppa Samy 13. Sulit: Borang Permohonan Program Pemberhentian Pekerja Secara Sukarela (VSP), Name: Siti Habshah Abd Talib, [September 3, 1998] (Malaysian version) 14. MSSB Voluntary Severance Program Agreement, signed November 7, 1998 by Siti Habshah Bt Abp Talib (English version, 1st page is missing) 15. Questions and Answers on VSP and Sample of Separation Agreement to be signed by VSP Participants dated January 30, 1998 between Motorola Semi-Conductor SDN BHD between that party and Yyy Scong 16. Voluntary Severance Program 17. VSP Participants and Payout Amounts BENEFITS PROVIDED TO BUSINESS EMPLOYEES 1. List of Benefits for Motorola Malaysia: Benefits including Quantifiable (used as calculation for Cost of Labor reports), non-quantifiable and list of compensation 2. List of Benefits for Motorola SMP: Benefits including Quantifiable (used as calculation for Cost of Labor reports), non-quantifiable and list of compensation 3. Health Care and Life Insurance Programs for Motorola Employees in Malaysia, including Medical Coverage, Group Life and Total and 23 Permanent Disability Insurance, Accidental Death and Dismemberment Insurance, Major Medical and Catastrophic Coverage (Malaysian version and English translation) 4. Special Premium effective January 1, 1998 and new salary structure for Direct Labor dated November 14, 1997 5. Senior Executive Plan for Group Hospitalization and Surgical Program (August 12, 1997) 6. Yearly Renewable Group Term Life Assurance Scheme with Supplementary Permanent Total Disability Benefit (Aetna, dated February 1, 1996) 7. Pamphlet (Malaysian version) titled Motorola Dan Anda 8. Memo re Special Premium to All Motorolans working on night shifts, Saturday and Sunday, dated November 14, 1997, effective January 1, 1998 9. Shift Premium, Policy No. MSSB 213, effective November 11, 1990, Revised November 1, 1993 re additional compensation 10. Plater Premium, Policy No. MSSB 214, effective September 2, 1984 and revised November 1, 1993 re procedure for employment of platers in the metal finishing department and outline platers premium payable to all platers 11. Overtime Premium Payments, Policy No. MSSB 215, effective October 1, 1980 and revised November 1, 1993 re rate of premium payments for work performed beyond 8 hours per day and 48 hours per week 12. Motorola Motor Vehicle Purchase Interest Subsidy, Policy No. MSSB 217, effective July 1, 1982 and revised November 1, 1993 re procedures and conditions under which all employees in 20 grade structure may be granted an interest subsidy for a motor vehicle purchase 13. Temporary Special Relief Allowance, Policy No. 245, effective August 1, 1981 and revised June 1, 1993 re temporary special relief allowance to alleviate some of the hardship endured due to increased cost of living 14. Annual Employee Bonus, Policy No. MSSB 255, effective September 1, 1979 and revised November 1, 1993 re conditions under which full-time MSSB and MESB employees may be granted a bonus 15. Transportation, Policy No. MSSB 275, effective September 1, 1979 and revised July 26, 1995 re conditions under which MSSB employees may be eligible to utilize company-organized transportation 16. Flexible Benefits Program, Policy No. MSSB 280, effective February 1, 1992 re employees who report to General Manger and grade E 10 and above, applicable to employees of equivalent position in MII with minimum one-year service with Motorola 17. Holidays, Policy No. MSSB 305, effective September 1, 1983 and revised July 26, 1995 re holidays observed by the company and eligibility for holiday payments 18. Annual Leave (Vacation), Policy No. MSSB 315, effective September 1, 1984 and revised November 1, 1993 re annual leave with pay for eligible employees 24 19. Payment for Absent Time (Medical/Hospitalization), Policy No. MSSB 325, effective October 1, 1980 and revised November 1, 1993 re procedures and conditions under which employees may be granted time off with pay for personal illness or non-job related injuries 20. Compassionate Leave, Policy No. MSSB 345, effective September 1, 1984 and revised November 1, 1993 re limited pay continuance during periods of absence from work for reasons deemed compassionate such as birth, marriage or death in the immediate family 21. Maternity Leave, Policy No. MSSB 350, effective March 1, 1985 and revised November 1, 1993 re procedures to be applied when a female employee must be absent from work due to pregnancy 22. Overtime Meal Allowance, Policy No. MSSB 419, effective May 1, 1982 and revised November 1, 1993 re meal subsidy to MSSB and MESB employees who work overtime/work on rest day or public holiday 23. Prolonged Illness Leave, Policy No. MSSB 456, effective June 4, 1989 and revised November 1, 1993 re to enable an employee who is suffering from a prolonged illness to be away from work with pay for a longer period 24. Employee Training and Development Policy, Policy No. MSSB 505, effective May 14, 1981 and revised July 26, 1995 re continuous building of skills and knowledge to develop the employee in order to achieve the goals of the company 25. Educational Assistance, Policy No. MSSB 515, effective date March 13, 1981 and revised July 26, 1995 re assistance in paying for participation in a planned program of study in subjects related to employees current or potential work assignment 26. Service Award, Policy No. MSSB 720, effective March 1, 1982 and revised July 26, 1995 re recognition of long service employees and their dedication to Motorola 27. Mobile Phone, SOP No. 105, effective February 2, 1994, revised December 1, 1997 re guideline for allocation of mobile phones in Motorola Seremban and outline the procedure on mobile phone benefits 28. Motivation Expense Reimbursements, SOP No. 219, effective December 9, 1997 re to establish a procedure for motivation expense reimbursements 29. Education Excellence Award for Employee's Children, SOP No. 223, revised June 1, 1997 re to establish a standard procedure for giving award to employee's children who achieve excellent academic results in primary and secondary school 30. Motorolan of the Month Award, SOP No. 330, effective June 4, 1997 re to establish Motorolan of the Month recognition award for all direct labor employees and to establish a procedure for selecting an employee for Motorolan of the Month 31. Mileage Claim, SOP No. 332, effective October 16, 1995, re reimbursement to Motorola Employees who uses his/her own vehicle for company business 32. Technical Excellence Award, SOP No. 334, effective June 15, 1996 re recognition to technical contributors who have accomplished things in a professional manner be it through innovation or adaptation of others' findings 33. Patent Disclosure Award, SOP No. 348, effective January 2, 1997 re providing monetary recognition to technical contributors who have submitted a patent proposal 25 34. Six Sigma Black Belt, SOP No. 350 re policy on compensation that will promote development of a cadre of broadly experienced individuals who will champion the use of statistics based quality improvement tools 35. Direct Labour Scholarship Program (Full Time Program), SOP No, 407, effective April 5, 1996 (extension of Policy No. 515 for Direct Labour Scholarship) re to assure all employees classified under Direct Labour and General Worker are able to participate in Motorola Scholarship Program 36. Premium - Transformer Attach and Precap Operators, SOP No. 411, effective August 1, 1994 re procedure to employment of direct labor who perform the transformer attach and precap operations in CATV type modules and outline the premium payable to them in recognition of the nature of the job functions 37. Hiring of Contract Manufacturing Specialists (Motorola Rakan Industri Program), SOP No. 415, effective September 4, 1995 re hiring of new manufacturing specialists temporarily for six months 38. Bereavement Donations, SOP No. 420, effective September 1, 1996 re to financially help employee's family during period of bereavement and to express Motorola's concern and condolence to bereaved family 39. External Training, SOP No. 422, effective July 10, 1997 re requirements and procedures for attending external training 40. Placement of Manufacturing Specialist after Successfully Passing Their C&G II or MLVK II, no SOP no., effective March 25, 1998 re process of placement and upgrading of Manufacturing Specialists depending upon successfully passing their C&G II or MLVK II 41. Car Benefit for Staff Managers, Policy No. MSSB 218, effective January 1, 1989 and revised July 26, 1995 re to provide company cars to local staff managers who report directly to the general manager of Motorola Semiconductor Sdn Bhd Seremban 42. Retirement Benefit Fund, Policy No. MSSB 415, effective January 1, 1981 and revised November 1, 1993 re lump sum retirement benefits for all eligible employees 43. Travel Accident Insurance, Policy No. MSSB 420, effective May 1, 1982 and revised November 1, 1993 re benefits paid when injuries result from company business travel 44. Medical Coverage, Policy No. MSSB 451, effective March 16, 1981 and revised November 1, 1993 re medical coverage benefits to employees and their dependents 45. Major Medical and Catastrophic Insurance, Policy No. MSSB 451A, effective April 1, 1990 re major medical and catastrophic insurance plan for employees at grade E10 and above and their dependents beyond the Senior Executive Plan for Group Hospitalization and Surgical Program (Policy no. 451) for all employees 26 46. Group Life and Total and Permanent Disability Insurance, Policy No. MSSB 453, effective November 1, 1984 and revised November 1, 1993 re group life and total and permanent disability non-contributory, 24 hour insurance coverage 47. Accidental Death and Dismemberment Insurance, Policy No. MSSB 454, effective November 1, 1984 and revised November 1, 1993 re provide all employees with accidental death and dismemberment non-contributory, 24 hour insurance coverage 48. Dental Benefit, Policy No. MSSB 455, effective April 6, 1989 and revised November 1, 1993 re monetary subsidy for dental care and treatment received from a registered dental surgeon 49. Major Medical and Catastrophic Coverage, SOP No. 426, effective January 1, 1998 re major medical and catastrophic coverage for permanent employees at Grade 10 and below, maximum coverage is RM25,000 per annum 50. American International Assurance Company Limited Group Life Policy (GL-34065) re Motorola Semiconductor SDN BHD 51. Motorola Semiconductor Sdn Bhd Supplemental Group Life Policy (GL 34065) written by American International Assurance Company Limited, effective April 1, 1984 52. Motorola Semiconductor Sdn Bhd Group Accidental Death and Dismemberment Continental Scale, written by American International Assurance Company Limited, effective October 1, 1998 53. Motorola Semiconductor Sdn Bhd Group Total and Permanent Disability Income Benefit, written by American International Assurance Company Limited, effective April 1, 1984 54. American International Assurance Company Ltd. Group Life Policy GL 33996, issued to Motorola Malaysia SDNVHD 55. Supplementary Contract attaching to Policy GL-33996, effective April 1, 1984 56. Supplementary Benefit Attaching to Group Policy No. GL-33996, effective October 1, 1998 NON-COMPETE, CONFIDENTIALITY AND INVENTION ASSIGNMENT AGREEMENTS 1. Confidential Information Agreements (includes End-User, Personal Computing Policy, Software Licensing, Information Protection and Non-Disclosure Agreement and Employment Confidentiality) of Siti Habshah Bt Abd Talib 2. Confidential agreements with Ho Jenn Thair, dated July 6, 1992 3. Motorola Sem

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