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MOTOROLA-SCI LLC RETIREMENT PLAN TRANSFER AGREEMENT FOR THE MOTOROLA, INC. PROFIT SHARING AND INVESTMENT PLAN This Agreement is made as of May 10, 1999, between Semiconductor Components Industries, LLC , a Delaware limited liability company ("SCI LLC") and Motorola, Inc., a Delaware corporation ("Motorola"). Whereas, a number of Motorola employees will be transferred to the employment of SCI LLC or one or more entities under the control of SCI LLC; and Whereas, Motorola maintains a defined contribution plan intended to meet the requirements of Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended (the "Code"), and the Employee Retirement Income Security Act of 1974, as amended `("ERISA"), named the Motorola, Inc. Profit Sharing and Investment Plan (the "Motorola Plan"); and Whereas, Motorola and SCI LLC are parties to a certain Employee Matters Agreement dated May 10, 1999 (the "Employee Matters Agreement"), to which this Agreement is an Exhibit; and Whereas, SCI LLC shall adopt a defined contribution plan that is substantially similar to the Motorola Plan (the "SCI LLC Plan") which shall contain provisions for accepting assets and liabilities transferred from other defined contribution plans that are qualified under Sections 401(a) and 401(k) of the Code; and Whereas, all capitalized terms used herein and not defined herein shall have the meanings set forth in the Employee Matters Agreement; and Whereas, SCI LLC and Motorola contemplate that the liabilities under the Motorola Plan with respect to the Transferred Participants (as defined below) as of the Closing Date will be transferred to and assumed by the SCI LLC Plan, contingent upon the transfer of assets from the Motorola Plan attributable to such liabilities in accordance with the terms and conditions herein. Now, therefore, in consideration of the mutual promises, agreements and undertakings herein contained and other valuable consideration, the parties hereto mutually agree as follows: 1. SCI LLC PLAN. SCI LLC represents and warrants that (i) it shall adopt the SCI LLC Plan and a related trust to hold assets under the SCI LLC Plan and to receive assets from the Motorola Plan; (ii) the SCI LLC Plan shall, as of the date of any transfer of assets under Section 2 below, comply in form and operation with the provisions of Sections 401 (a) and 401(k) of the Code, and the trust associated with the SCI LLC Plan shall, as of such date, be exempt from taxation under Section 501(a) of the Code; and (iii) the SCI LLC Plan shall contain a provision for accepting assets and liabilities transferred from other defined contribution plans that are qualified under Sections 401(a) and 401(k) of the Code. Contingent upon the transfer of assets from the Motorola Plan to the SCI LLC Plan in accordance with this Agreement, each active participant in the Motorola Plan who is listed on Schedule 1, attached hereto and made a part hereof, and who is transferred from employment with Motorola or one of its Affiliates to employment with SCI LLC or one of its Affiliates (the "Transferred Participants") on or within sixty (60) days after the Closing Date shall be entitled to an account balance under the SCI LLC Plan in an amount equal to the Transferred Participant's account balance under the Motorola Plan (as in effect on the Closing Date) The SCI LLC Plan shall credit for eligibility and vesting purposes, and for the purpose of determining the entitlement of a Transferred Participant to any allocation of employer contributions for the current year, any employment of a Transferred Participant which is creditable for such purposes under the terms of the Motorola Plan. SCI LLC shall cause the pro rata share of the Motorola Plan trust fund transferred on behalf of each Transferred Participant to the SCI LLC Plan in accordance with Section 2 hereof to be maintained in one or more appropriate participant and employer contribution accounts under the SCI LLC Plan for the benefit of each such Transferred Participant as reported to SCI LLC by Motorola. Each Transferred Participant shall be one hundred percent (100%) vested in such transferred account balances under the SCI LLC Plan. The SCI LLC Plan will, as of the Closing Date, and for a period of at least twelve (12) months thereafter, contain terms, including provision for benefit accrual after the Closing Date, that are substantially identical to the terms of the MotorolaPlan. 2. TRANSFER OF MOTOROLA PLAN ASSETS. (i) Subject to the conditions specified in (iv) and (v) below, Motorola shall cause to be transferred to the SCI LLC Plan each Transferred Participant's pro rata share of the Motorola Plan trust fund ("Transfer Amount"), as determined by the Profit Sharing Committee of the Motorola Plan (the "Profit Sharing Committee") in accordance with the terms and conditions of the MotorolaPlan. (ii) As soon as practicable following the Closing Date, but not later than sixty (60) days following the Closing Date (the "First Transfer Date"), Motorola shall cause to be transferred to the SCI LLC Plan such assets of the Motorola Plan trust fund (in cash and promissory notes or other evidence of indebtedness with respect to outstanding loans made to Transferred Participants) in an aggregate amount equal to 90% of the pro rata share of the Transferred Participants in the Motorola Plan trust fund as determined by the Profit Sharing Committee based on the valuation of said trust fund as of a valuation date (determined in accordance with Section 4.4 of Motorola Plan) which occurs no more than 60 days prior to the First Transfer Date, which funds shall be invested in the SCI LLC Plan based on the respective investment election directions of each Transferred Participant as of the First Transfer Date, or in a balanced fund in the absence of such an investment election, in accordance with the terms of the SCI LLC Plan. The remaining balance of the amount to be transferred will be transferred to the SCI LLC Plan within a reasonable time (the "Final Transfer Date") following the First Transfer Date, but in no event more than 30 days after the First Transfer Date. Such remaining balance shall be increased or decreased by an amount equal to any increase or decrease in the pro rata interest of the Transferred Participants in the Motorola Plan which has occurred during the period between the applicable valuation date and the First Transfer Date. Such remaining balance, as adjusted for any increase or decrease as aforesaid, will be paid with interest at the rate of 4% per annum calculated on a daily basis of 1/365th for the number of days between the First Transfer Date and the Final Transfer Date. The amount to be transferred pursuant to paragraph (i) of this Section 2 of the Agreement shall be subject to review and verification by a benefits consultant selected by SCI LLC. Motorola shall, or shall cause its consultants to, make available to SCI LLC and to SCI LLC's consultant all such information and data reasonably required by SCI LLC or SCI LLC's consultant to review and verify the calculation and determination of the amount to be transferred. (iii) Motorola will provide SCI LLC, at or prior to each Transfer Date, a written or electronic statement reflecting the share of each Transferred Participant in any amounts transferred to the SCI LLC Plan, accounting for amounts properly allocable to pre-tax elective deferrals, post-tax contributions of Transferred Participants, participant loan repayments, withdrawals, distributions, qualified domestic relations orders, company matching contributions, and company profit sharing contributions. Motorola will also provide SCI LLC with such other information reasonably requested 2 by SCI LLC to assist SCI LLC to properly account for the Transfer Amounts. With respect to any promissory notes evidencing participant loans transferred to the SCI LLC Plan, Motorola will supply all relevant historical data for such loans. From the date of this Agreement until the Final Transfer Date, SCI LLC will cause its operating subsidiaries to make continuous payroll deductions each pay period from the pay of each Transferred Participant who has a loan(s) outstanding from the Motorola Plan of amounts sufficient to pay the installment payments of principal and interest on each such loan as required by the promissory note(s) or other evidence(s) of indebtedness relating to such loan(s). Such deducted amounts shall be paid by SCI LLC to the Motorola Plan for a credit against such loan(s) or, if requested by the Profit Sharing Committee, held by SCI LLC until the assets are transferred. (iv) Prior to and as a condition precedent to the transfer from the Motorola Plan of cash equal to the Transfer Amount, SCI LLC shall furnish evidence satisfactory to Motorola that: (A) either (1) the SCI LLC Plan either has been determined by the Internal Revenue Service ("IRS") to be qualified under Section 401(a) of the Code and the regulations thereunder, or (2) SCI LLC has provided to Motorola an opinion of counsel reasonably satisfactory in form and substance to Motorola to the effect that the SCI LLC Plan contains the material terms required for qualification under Section 401(a) of the Code and a legally binding written commitment of SCI LLC reasonably satisfactory in form and substance to Motorola that (x) SCI LLC will file an application with the IRS for a determination as to the initial qualification of the SCI LLC Plan under Section 401(a) of the Code, (y) SCI LLC will take whatever actions are necessary and will make any amendments or alterations to the SCI LLC Plan required to obtain an initial determination from the IRS that the SCI LLC Plan is qualified under Section 401(a) of the Code, and (z) in the event that the IRS determines that the SCI LLC Plan is not so qualified, no assets transferred hereunder (or earnings thereon) shall be transferred to or for the benefit of SCI LLC, but shall be used for the exclusive benefit of the Transferred Participants and their beneficiaries; (B) the SCI LLC Plan provides for the receipt of such Transfer Amount on a basis whereby the vested interest of each Transferred Participant will be retained for him or her under the SCI LLC Plan on a fully vested basis; (C) the SCI LLC Plan provides for the continuation of "Section 411(d)(6) protected benefits," as such term is defined for purposes of Treasury Regulation Section 1.411(d)-4, such that the transfer of assets will not result in the reduction or elimination of Section 411(d)(6) protected benefits for any Transferred Participant and shall further preserve any restrictions on distributions and withdrawals required by, and applicable to that portion of the Transferred Amounts attributable to contributions under, Section 401(k) of the Code and regulations thereunder, (D) the SCI LLC Plan provides that upon the transfer from the Motorola Plan to the SCI LLC Plan of cash equal to the Transfer Amount, each Participant shall have an account balance under the SCI LLC Plan that is equal to the sum of (1) such Transferred Participant's account balance included in the Transfer Amount, as adjusted for investment earnings or losses subsequent to the transfer, plus (2) any amounts attributable to the contributions to the SCI LLC Plan on behalf of the Transferred Participant with respect to service after the Closing Date. (v) Prior to and as a condition precedent to such transfer from the Motorola Plan of cash equal to the Transfer Amount, Motorola shall furnish to SCI LLC evidence that (A) the Motorola Plan, as of the date of the transfer of assets and liabilities from the Motorola Plan to the SCI LLC Plan, has been determined by the IRS to be qualified under Section 401(a) of the Code, as amended, and the regulations thereunder, and (B) the Motorola Plan provides for the transfer of such Transfer Amount. (vi) If the employment by SCI LLC of a Transferred Participant terminates for any reason before the transfer of the Motorola Plan assets and liabilities as set forth above with respect to such Transferred Participant, no transfer shall be made for such Transferred Participant, and 3 Motorola shall retain all assets and liabilities attributable to such Transferred Participant's accrued benefit. 3. COOPERATION, FILING . Motorola and SCI LLC agree to cooperate and use reasonable efforts to accomplish the transactions set forth herein and to comply with all requirements of ERISA, the Code, the IRS and the Department of Labor which may be applicable to the transfer contemplated hereby. Motorola and SCI LLC each agree to file IRS Form 5310A with the IRS with respect to the transfer and receipt of the Motorola Plan assets, if such filing is required. 4. NOTICES. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been given (i) when hand delivered (including delivery by messenger or courier service) to the address set forth below, or if such delivery is refused, when such delivery is refused, (ii) when received or refused as evidenced by the postal receipt if sent by United States mail as Certified Mail, Return Receipt Requested, with proper postage prepaid, addressed as set forth below or (iii) when received as evidenced by the transmission report of the telefax machine of the transmitting party acknowledging a good transmission if sent by telefax to the number set forth below: If to SCI LLC: If to Motorola: SCI LLC Motorola, Inc. 1303 East Algonquin Road Schaumburg, Illinois 60196 Attn: The address set forth Attn: Vice President & Director of Benefits in the Recapitalization Telefax: (847) 576-4467 Agreement Telefax: (847) 576-4467 5. COUNTERPARTS. This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, with the same effect as if all parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same document. 6. HEADINGS. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute a parthereof. 7. GOVERNING LAW. This Agreement shall be construed in accordance with, and governed by, the laws of the State of Illinois, except to the extent the Code and/or ERISA applies, governs and controls. 8. ASSIGNMENT. Neither party hereto shall assign this Agreement or any interest herein or any rights hereunder without the written consent of the other party. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their successors and permitted assigns. Nothing in this Agreement, expressed or implied, is intended or shall be construed to confer upon any person other than the parties and successors and assigns permitted by this Section 8 any right, remedy or claim by reason of this Agreement. 9. MODIFICATIONS. No revision or modification of this Agreement shall be effective unless it is in writing and signed by an authorized representative of each of the parties. 4 10. WAIVER. Failure or delay on the part of either party to exercise any right, remedy, power, privilege or option hereunder which is not subject to an express time limitation with respect to exercise shall not operate or be construed to operate as a waiver thereof. A waiver, to be effective, must be in writing and be signed by the party making the waiver. No written waiver of any term or condition of this Agreement shall operate or be construed to operate as a wavier of any other term or condition, nor shall any written waiver of any breach or default operate or be construed to operate as a waiver of any other breach or default or of the same type of breach or default on a subsequent occasion or operate or be construed to operate as a continuing waiver. 11. SEVERABILITY. If any provision of this Agreement should be held invalid or unenforceable by any court of competent jurisdiction, such provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby, unless the deletion of any such provision materially affects any right, benefit, privilege or option of either party, in which case, the parties agree to renegotiate in good faith such provision and replace it with a substitute valid and enforceable provision that achieves the intent and purpose of the deleted provision. 12. ENTIRE AGREEMENT. This Agreement and the Employee Matters Agreement constitute the final expression of the agreement of the parties with respect to the subject matter hereof, is intended as a complete and exclusive statement of the terms of such agreement, and supersedes all prior and concurrent promises, proposals, representations, negotiations, communications, letters, discussions and agreements that may have been made in connection with the subject matterhereof IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date first above written. Semiconductor Components Industries, LLC MOTOROLA, INC. By: By: - ---------------------------- ---------------------------------Title: Title: - ---------------------------- ---------------------------------