Motorola Solutions, Inc. (MSI): ValueAct Capital Rapidly Selling Off Position

Motorola Solutions Inc (NYSE:MSI) is the subject of a new 13D filing from Jeffrey Ubben‘s ValueAct Capital. The billionaire’s investment firm has reported a 10.21 million-share position in the communications and technology company. That total is down from 10.96 million shares held on March 1 and 17.59 million shares at the end of 2015. Nor does the selling appear to be done, as Item 4 of the filing was updated with the following information, which reveals that ValueAct has entered into a stock sale agreement to sell up to another 2.00 million shares:

On March 10, 2016, the Reporting Person and Credit Suisse Securities (USA) LLC (“Credit Suisse”) entered into a Stock Sale Agreement (the “10b-5 Plan”), pursuant to which Credit Suisse will sell, for the account of the Reporting Person, up to 2 million shares of the Issuer’s common stock. Sales under the 10b-5 Plan can commence as early as March 11, 2016 and will terminate no later than May 10, 2016 (the “Plan Period”) on the New York Stock Exchange. The number of shares of common stock sold each day by Credit Suisse during the Plan Period will be initially based upon the reported price of the opening reported market transaction in the common stock, and may be increased or decreased in connection with a corresponding decrease or increase in the market price of such stock. ValueAct is selling these shares as part of its standard ongoing process of portfolio management.

Along with ValueAct Capital cutting its investment in the company, it was also revealed recently that ValueAct partner Bradley Singer will not stand for re-election on Motorola’s board, resigning effective May 2016.

Hedge fund activity in Motorola Solutions Inc (NYSE:MSI)

Heading into 2016, a total of 22 of the hedge funds tracked by Insider Monkey held long positions in this stock, a drop of 19% from the previous quarter. With hedge funds’ sentiment swirling, there exists an “upper tier” of notable hedge fund managers who were increasing their stakes substantially (or had already accumulated large positions).

According to Insider Monkey’s hedge fund database, ValueAct Capital holds the most valuable position in Motorola Solutions Inc (NYSE:MSI). ValueAct Capital has a $1.20 billion position in the stock, comprising 8.3% of its 13F portfolio. Coming in second is William B. Gray of Orbis Investment Management, with an $893.4 million position; the fund has 7% of its 13F portfolio invested in the stock. Remaining members of the smart money that hold long positions include Leon Cooperman’s Omega Advisors, Ken Griffin’s Citadel Investment Group, and Wallace Weitz’s Wallace R. Weitz & Co..

Due to the fact that Motorola Solutions Inc (NYSE:MSI) has witnessed falling interest from the aggregate hedge fund industry, logic holds that there were a few funds who were dropping their full holdings heading into 2016. Interestingly, David Cohen and Harold Levy’s Iridian Asset Management dumped the largest investment of the 700 funds followed by Insider Monkey, totaling about $73.7 million in stock. Malcolm Fairbairn’s fund, Ascend Capital, also said goodbye to its stock, about $25.1 million worth. These transactions are intriguing to say the least, as aggregate hedge fund interest dropped by 5 funds heading into 2016.

You can access the original SEC filing by clicking here.

Ownership Summary Table

Page 1 of 15 SEC Filing

Page 2 of 15 SEC Filing

ValueAct Capital Master Fund, L.P.
—————————————————————————–
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY

—————————————————————————–
4. SOURCE OF FUNDS (See Instructions)*

WC*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 10,213,576**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
10,213,576**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,213,576**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.9%
—————————————————————————–
14. TYPE OF REPORTING PERSON

PN
—————————————————————————–
*See Item 3
**See Item 2 and 5

Page 3 of 15 SEC Filing

VA Partners I, LLC
—————————————————————————–
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY

—————————————————————————–
4. SOURCE OF FUNDS*

00*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 10,213,576**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
10,213,576**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,213,576**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.9%
—————————————————————————–
14. TYPE OF REPORTING PERSON

00 (LLC)
—————————————————————————–
*See Item 3
**See Item 2 and 5

Page 4 of 15 SEC Filing

ValueAct Capital Management, L.P.
—————————————————————————–
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY

—————————————————————————–
4. SOURCE OF FUNDS*

00*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 10,213,576**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
10,213,576**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,213,576**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.9%
—————————————————————————–
14. TYPE OF REPORTING PERSON

PN
—————————————————————————–
*See Item 3
**See Item 2 and 5

Page 5 of 15 SEC Filing

ValueAct Capital Management, LLC
—————————————————————————–
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY

—————————————————————————–
4. SOURCE OF FUNDS*

00*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 10,213,576**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
10,213,576**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,213,576**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.9%
—————————————————————————–
14. TYPE OF REPORTING PERSON

00 (LLC)
—————————————————————————–
*See Item 3
**See Item 2 and 5

Page 6 of 15 SEC Filing

ValueAct Holdings, L.P.
—————————————————————————
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY

—————————————————————————
4. SOURCE OF FUNDS*

00*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 10,213,576**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
10,213,576**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,213,576**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.9%
—————————————————————————–
14. TYPE OF REPORTING PERSON

PN
—————————————————————————–
*See Item 3
**See Items 2 and 5

Page 7 of 15 SEC Filing

ValueAct Holdings GP, LLC
—————————————————————————
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY

—————————————————————————–
4. SOURCE OF FUNDS*

00*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 10,213,576**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
10,213,576**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,213,576**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.9%
—————————————————————————–
14. TYPE OF REPORTING PERSON

00 (LLC)
—————————————————————————–
*See Item 3
**See Items 2 and 5

Page 8 of 15 SEC Filing

Item 1. Security and Issuer

This Schedule 13D relates to the Common Stock, $0.01 par value (the
“Common Stock”) of Motorola Solutions, Inc. , a Delaware corporation (the
“Issuer”). The address of the principal executive offices of the Issuer is
1303 E. Algonquin Road, Schaumburg, Illinois 60196.

Item 2. Identity and Background

This statement is filed jointly by (a) ValueAct Capital Master Fund,
L.P. (“ValueAct Master Fund”), (b) VA Partners I, LLC (“VA Partners I”), (c)
ValueAct Capital Management, L.P. (“ValueAct Management L.P.”), (d) ValueAct
Capital Management, LLC (“ValueAct Management LLC”), (e) ValueAct Holdings,
L.P. (“ValueAct Holdings”) and (f) ValueAct Holdings GP, LLC (“ValueAct
Holdings GP”)(collectively, the “Reporting Persons”).

ValueAct Master Fund is a limited partnership organized under the laws
of the British Virgin Islands. It has a principal business address of One
Letterman Drive, Building D, Fourth Floor, San Francisco, CA 94129.

VA Partners I is a Delaware limited liability company, the principal
business of which is to serve as the General Partner to ValueAct Master Fund.
It has a principal business address of One Letterman Drive, Building D,
Fourth Floor, San Francisco, CA 94129.

ValueAct Management L.P. is a Delaware limited partnership which
renders management services to ValueAct Master Fund. ValueAct Management LLC
is a Delaware limited liability company, the principal business of which is
to serve as the General Partner to ValueAct Management L.P. Each has a
principal business address of One Letterman Drive, Building D, Fourth Floor,
San Francisco, CA 94129.

ValueAct Holdings is a Delaware limited partnership and is the sole
owner of the limited partnership interests of ValueAct Management L.P. and
the membership interests of ValueAct Management LLC and is the majority owner
of the membership interests of VA Partners I. ValueAct Holdings GP is a
Delaware limited liability company, the principal business of which is to
serve as the General Partner to ValueAct Holdings. Each has a principal
business address of One Letterman Drive, Building D, Fourth Floor, San
Francisco, CA 94129.

(d) and (e). None of the entities or persons identified in this Item 2
has during the past five years been convicted of any criminal proceeding
(excluding traffic violations or similar misdemeanors), nor been a party to a
civil proceeding of a judicial or administrative body of competent judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.

Page 9 of 15 SEC Filing

Item 3. Source and Amount of Funds or Other Consideration

Not applicable.

Item 4. Purpose of Transaction

On March 10, 2016, the Reporting Person and Credit Suisse Securities
(USA) LLC (“Credit Suisse”) entered into a Stock Sale Agreement (the “10b-5
Plan”), pursuant to which Credit Suisse will sell, for the account of the
Reporting Person, up to 2 million shares of the Issuer’s common stock. Sales
under the 10b-5 Plan can commence as early as March 11, 2016 and will
terminate no later than May 10, 2016 (the “Plan Period”) on the New York
Stock Exchange. The number of shares of common stock sold each day by Credit
Suisse during the Plan Period will be initially based upon the reported price
of the opening reported market transaction in the common stock, and may be
increased or decreased in connection with a corresponding decrease or
increase in the market price of such stock. ValueAct is selling these shares
as part of its standard ongoing process of portfolio management.

The forgoing paragraph supplements the information set forth in Item
4 of Reporting Person’s Schedule 13D dated March 2, 2016.

Item 5. Interest in Securities of the Issuer

(a) and (b). Set forth below is the beneficial ownership of shares of
Common Stock of the Issuer for each person named in Item 2. Shares reported
as beneficially owned by ValueAct Master Fund are also reported as
beneficially owned by (i) ValueAct Management L.P. as the manager of each
such investment partnership, (ii) ValueAct Management LLC, as General Partner
of ValueAct Management L.P., (iii) ValueAct Holdings, as the sole owner of
the limited partnership interests of ValueAct Management L.P. and the
membership interests of ValueAct Management LLC and as the majority owner of
the membership interests of VA Partners I and (iv) ValueAct Holdings GP, as
General Partner of ValueAct Holdings. Shares reported as beneficially owned
by ValueAct Master Fund are also reported as beneficially owned by VA
Partners I, as General Partner of ValueAct Master Fund. VA Partners I,
ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings and
ValueAct Holdings GP also, directly or indirectly, may own interests in one
or more than one of the partnerships from time to time. Unless otherwise
indicated below, by reason of such relationship ValueAct Master Fund is
reported as having shared power to vote or to direct the vote, and shared
power to dispose or direct the disposition of, such shares of Common Stock,
with VA Partners I (only with respect to ValueAct Master Fund), ValueAct
Management L.P., ValueAct Management LLC, ValueAct Holdings and ValueAct
Holdings GP.

As of the date hereof, ValueAct Master Fund is the beneficial owner
of 10,213,576 shares of Common Stock, representing approximately 5.9% of
the Issuer’s outstanding Common Stock (which shares may also be deemed to be
beneficially owned by VA Partners I).

ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings
and ValueAct Holdings GP may each be deemed the beneficial owner of an
aggregate of 10,213,576 shares of Common Stock, representing approximately
5.9% of the Issuer’s outstanding Common Stock.

Page 10 of 15 SEC Filing

All percentages set forth in this Schedule 13D are based upon the
Issuer’s reported 174,337,851 outstanding shares of Common Stock as
reported on the Issuer’s Current Report on Form 10-K for the yearly period
ended December 31, 2015.

(c) Since the date of the previous filing, the Reporting Persons sold
the following shares of Common Stock in the open market:

Reporting Person Trade Date Shares Price/Share
—————- ———- ——— ———–
ValueAct Master Fund 03/10/2016 750,000 $71.03

(d) and (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer

The information set forth in Item?4 above is hereby incorporated by
reference into this Item?6. The information in this Item?6 is qualified in
its entirety by reference to the 10b5-1 Plan, attached hereto as Exhibit?2,
and is incorporated by reference herein.

Other than as described elsewhere in this Report and as previously
reported, the Reporting Persons have no understandings, arrangements,
relationships or contracts relating to the Issuer’s Common Stock which are
required to be described hereunder.

Item 7. Material to Be Filed as Exhibits

(1) Joint Filing Agreement.

(2) Rule 10b5-1 Selling Plan, dated March 10, 2016, between ValueAct
Capital Management, L.P. and Credit Suisse Securities (USA) LLC.

Page 11 of 15 SEC Filing

SIGNATURE
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below on this Schedule 13D hereby constitutes and appoints Jeffrey W. Ubben,
Bradley E. Singer, G. Mason Morfit and Allison Bennington, and each of
them, with full power to act without the other, his or its true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or it and in his or its name, place and stead, in any
and all capacities (until revoked in writing) to sign any and all amendments
to this Schedule 13D, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary fully to all intents and purposes as he or it might
or could do in person, thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

ValueAct Capital Master Fund L.P., by
VA Partners I, LLC, its General Partner

By: /s/ Bradley E. Singer
————————————–
Dated: March 10, 2016 Bradley E. Singer, Chief Operating Officer

VA Partners I, LLC

By: /s/ Bradley E. Singer
————————————–
Dated: March 10, 2016 Bradley E. Singer, Chief Operating Officer

ValueAct Capital Management, L.P., by
ValueAct Capital Management, LLC its
General Partner

By: /s/ Bradley E. Singer
————————————–
Dated: March 10, 2016 Bradley E. Singer, Chief Operating Officer

ValueAct Capital Management, LLC

By: /s/ Bradley E. Singer
————————————–
Dated: March 10, 2016 Bradley E. Singer, Chief Operating Officer

Page 12 of 15 SEC Filing

ValueAct Holdings, L.P., by
ValueAct Holdings GP, LLC, its
General Partner

By: /s/ Bradley E. Singer
————————————–
Dated: March 10, 2016 Bradley E. Singer, Chief Operating Officer

ValueAct Holdings GP, LLC

By: /s/ Bradley E. Singer
————————————–
Dated: March 10, 2016 Bradley E. Singer, Chief Operating Officer

————————– ————————-
CUSIP NO. 057224107 Page 13 of 17
—————————————————————————–
Exhibit 1

JOINT FILING UNDERTAKING

The undersigned parties hereby agree that the Schedule 13D filed herewith
(and any amendments thereto) relating to the Common Stock of Agrium Inc., is
being filed jointly on behalf of each of them with the Securities and
Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act
of 1934, as amended.

ValueAct Capital Master Fund L.P., by
VA Partners I, LLC, its General Partner

By: /s/ Bradley E. Singer
————————————–
Dated: March 10, 2016 Bradley E. Singer, Chief Operating Officer

VA Partners I, LLC

By: /s/ Bradley E. Singer
————————————–
Dated: March 10, 2016 Bradley E. Singer, Chief Operating Officer

ValueAct Capital Management, L.P., by
ValueAct Capital Management, LLC its
General Partner

By: /s/ Bradley E. Singer
————————————–
Dated: March 10, 2016 Bradley E. Singer, Chief Operating Officer

ValueAct Capital Management, LLC

By: /s/ Bradley E. Singer
————————————–
Dated: March 10, 2016 Bradley E. Singer, Chief Operating Officer

ValueAct Holdings, L.P., by
ValueAct Holdings GP, LLC, its
General Partner

By: /s/ Bradley E. Singer
————————————–
Dated: March 10, 2016 Bradley E. Singer, Chief Operating Officer

ValueAct Holdings GP, LLC

By: /s/ Bradley E. Singer
————————————–
Dated: March 10, 2016 Bradley E. Singer, Chief Operating Officer

Page 13 of 15 SEC Filing

comply with Rule 10b5-1(c), previously entered into on [insert Plan
adoption date], at which time [Client Name] was not aware of material
nonpublic information.” Credit Suisse will conduct sales pursuant to
Rule 144, including applying Rule 144 volume limitations as if the sales
under the Plan were the only sales subject to the volume limitations.
Client agrees not to take any action or to cause any other person or
entity to take any action that would require it to aggregate sales of
Shares subject to the Plan with any other sales of shares as may be
required by Rule 144; and not to take any action that would cause the
sales of Shares under the Plan not to comply with Rule 144.

5. (a) The Client reserves the right to terminate this Plan or the
appointment of Credit Suisse hereunder at any time by giving one business
day’s (defined as a day on which the primary stock exchange or quotation
system on which the Shares are listed or quoted is open) advance written
notice to Credit Suisse in accordance with Exhibit B.

(b) The Client acknowledges and agrees that notwithstanding anything in
paragraph 5(a) herein to the contrary, any suspension, termination or
amendment of this Plan by the Client must comply with the requirements
for the amendment of a “plan” as defined in Rule 10b5-1(c).

6. It is the intent of the parties that this Plan comply with the
requirements of Rule 10b5-1(c)(1)(i)(B) and this Plan shall be
interpreted to comply with the requirements of Rule 10b5-1(c).

7. As of the date of this Plan, the Client is not aware of any material
nonpublic information regarding the Issuer or the Shares and is not
subject to any legal, regulatory or contractual restriction or
undertaking that would prevent Credit Suisse from acting upon the
instructions set forth in this Plan. The Client shall immediately notify
Credit Suisse if it becomes aware of a legal, regulatory or contractual
restriction or undertaking that would prevent Credit Suisse from making
sales pursuant to this Plan.

8. The Client is entering into this Plan in good faith and not as part of a
plan or scheme to evade the prohibitions of Rule 10b5-1 or any other
United States federal securities laws.

9. The Client will not, while this Plan remains in effect, alter or deviate
from the terms of this Plan, and it has not entered into, and will not
enter into or alter, any corresponding or hedging transaction or position
with respect to the Shares (including with respect to any securities
convertible into or exchangeable for the Shares).

10. The Client is not entering into this Plan (i) to manipulate the price
of, the Shares (or any security convertible into or exchangeable or
exercisable for Shares) or (ii) for any other purpose in violation of
applicable federal or state law.

11. Until the termination of this Plan, the Client agrees not to discuss
with Credit Suisse’s Monetization Services Group, which is responsible
for sales under this Plan, or any other Credit Suisse trading personnel,
the Issuer’s business, operations or prospects or any other information
likely to affect the value of the Shares. Notwithstanding the above, the

Page 14 of 15 SEC Filing

Client may communicate with Credit Suisse personnel who are not trading
personnel and who are not responsible for, and have no ability to
influence, the execution of this Plan, provided that no such
communication may relate to this Plan or to the activities of Credit
Suisse hereunder.

Subject to the terms set forth in this Plan, Credit Suisse shall have
full discretion with respect to the execution of all sales, and the
Client acknowledges and agrees that it does not have, and shall not
attempt to exercise, any influence over how, when or whether to effect
such sales of Shares pursuant to this Plan.

12. This Plan (i) has been duly authorized by the Client; (ii) is a valid and
binding agreement of the Client, enforceable in accordance with its
terms; and (iii) is not, to the Client’s knowledge, prohibited or
restricted by any legal, regulatory or contractual restriction or
undertaking binding on the Client or any of its subsidiaries or any of
its or their property or assets.

13. The Client has consulted its own advisors as to legal, tax, business,
financial and other relevant aspects of, and has not relied upon Credit
Suisse in connection with, the Client’s adoption of this Plan, and the
Client acknowledges that Credit Suisse is not acting as a fiduciary or an
advisor for the Client. Except as specifically contemplated herein, the
Client shall be solely responsible for compliance with all statutes,
rules and regulations applicable to the Client and the transactions
contemplated hereby, including, without limitation, reporting and filing
requirements.

14. The Client understands that, while the Credit Suisse Monetization
Services Group is executing transactions on behalf of the Client pursuant
to this Plan, other desks at Credit Suisse that are not participating in
such transactions and are unaware of Client sales may continue to make a
market in the Shares or other securities of the Issuer or otherwise trade
the Shares or such other securities for Credit Suisse’s own account or to
facilitate customer transactions. Nothing herein shall preclude the
purchase or sale by Credit Suisse of Shares or other securities of the
Issuer for its own account or its solicitation or execution of orders for
the account of any client. Credit Suisse hereby represents and warrants
that it has implemented reasonable policies and procedures, taking into
consideration the nature of Credit Suisse’s business, to ensure that
individuals making investment decisions will not violate the laws
prohibiting trading on the basis of material, nonpublic information.

15. This Plan shall be governed by and construed in accordance with the laws
of the State of New York, without regard to such State’s conflict of laws
rules to the extent such rules may result in the application of the law
of any other state or jurisdiction.

16. The Client and Credit Suisse acknowledge and agree that this Agreement is
a “securities contract”, as such term is defined in Section 741(7) of
Title 11 of the United States Code (the “Bankruptcy Code”), entitled to
all of the protections given such contracts under the Bankruptcy Code.

Page 15 of 15 SEC Filing

17. This Plan (including Exhibit A) constitutes the entire agreement between
Credit Suisse and the Client with respect to the subject matter hereof,
and supersedes any previous or contemporaneous agreements,
understandings, proposals or promises with respect thereto, whether
written or oral and may be modified or amended only by a writing signed
by such parties.

18. This Plan may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.

Please indicate your understanding of and agreement to the foregoing by
executing and returning a counterpart hereof.

Sincerely,

ValueAct Capital Master Fund, L.P.
by its General Partner, VA Partners I, LLC

By: _____________________________

ACCEPTED AND AGREED TO
AS OF THE ABOVE DATE:
Credit Suisse Securities (USA) LLC

By: _____________________________