8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 20, 2006

ZEBRA TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	000-19406	36-2675536
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
333 Corporate Woods Parkway, Vernon Hills, Illinois		60061
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: 847-634-6700

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13c-4(c))

Item 1.01 Entry into a Definitive Material Agreement

In connection with the Company’s search for a new chief executive officer (“CEO”), to encourage continuity in the executive officer ranks during the CEO transition, restricted stock awards and Special Separation Agreements have been provided to the Company’s executive officers other than its CEO, as further described in this Form 8-K.

Form of Restricted Stock Agreement and Restricted Stock Grants to Executive Officers

On October 20, 2006, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Zebra Technologies Corporation (the “Company”) approved a form of Restricted Stock Agreement (the “Restricted Stock Agreement”) for awards of restricted stock to the Company’s executive officers under the 2006 Zebra Technologies Corporation Incentive Compensation Plan (the “Plan”) and grants of restricted stock. Each Restricted Stock Agreement would be effective when, and as of, the date an award is granted.

The Restricted Stock Agreement will indicate the number of restricted shares awarded. Under the Restricted Stock Agreement, the restricted stock will vest one year after the grant date if the executive remains employed by the Company throughout the one year period, but will vest before the end of the one year period in the event of death, disability, resignation for good reason, a change in control (as such terms are defined in the Plan), or termination by the Company other than for Cause (as defined in the Restricted Stock Agreement) in accordance with the terms of the Restricted Stock Agreement. The restricted stock is forfeited in certain situations specified in the Restricted Stock Agreement, including if, before the restricted stock vests, the executive’s employment is terminated by the Company for Cause (as defined in the Restricted Stock Agreement) or if the executive resigns other than for Good Reason. In addition, for those recipients of restricted stock who also are provided a Separation Agreement (described below), the vesting of the restricted stock may be accelerated on other events. The Restricted Stock Agreement also contains confidentiality, non-solicitation and non-compete provisions.

The summary of the Restricted Stock Agreement contained herein is qualified in its entirety by reference to the Restricted Stock Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On October 20, 2006, the Compensation Committee of the Board of Directors of the Company approved grants of restricted stock under the Plan to certain executive officers of the Company, including grants of:

• 4,673 shares to Veraje Anjargolian, the Company’s Vice President and General Manager, Card Printer Solutions;

• 3,921 shares to Noel Elfant, the Company’s Vice President, General Counsel and Corporate Secretary;

• 6,874 shares to Hugh K. Gagnier, the Company’s Senior Vice President – Business Development and Operations, Specialty Printer Solutions;

• 6,708 shares to Philip Gerskovich, the Company’s Senior Vice President, Corporate Development;

• 3,433 shares to Todd R. Naughton, Vice President and Controller;

• 4,405 shares to Bruce R. Ralph, the Company’s Vice President, Human Resources;

• 5,472 shares to Michael H. Terzich, the Company’s Senior Vice President – Global Sales and Marketing, Specialty Printer Solutions; and

• 4,552 shares to Charles R. Whitchurch, the Company’s Chief Financial Officer and Treasurer.

Each share of restricted stock will vest on October 20, 2007, or earlier in accordance with the Restricted Stock Agreement or, if applicable to a restricted stock recipient, in accordance with the Separation Agreement. The terms and conditions of such restricted stock are contained in the form of Restricted Stock Agreement attached hereto as Exhibit 10.1 and made a part hereof.

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Special Separation Agreements

Effective October 20, 2006, the Company provided Special Separation Agreements (individually, a “Separation Agreement”) to all of the Company’s executive officers (except its chief executive officer, Edward Kaplan).

Under the Separation Agreement, if an executive officer’s employment is terminated by the Company without Cause or by the executive officer for Good Reason within twelve months after a Change of CEO (as such terms are defined in the Separation Agreement), the terminated executive officer will be entitled to a twelve-month continuation of his or her base salary at the time of termination or on the date of the Change of CEO, whichever is higher, reduced by any severance payable to him or her under any other severance plan or arrangement maintained by the Company. In addition, in such case the terminated executive officer would also be entitled to certain medical, dental and life insurance benefits for himself or herself and his or her spouse and eligible dependents for a period of fifty-two weeks, acceleration of vesting of all unvested equity grants and deferred compensation under any plan maintained by the Company, including immediate vesting of the restricted stock grants described above, and professional outplacement services in an amount not to exceed $32,000. Payments and benefits under the Separation Agreement are conditioned on an executive officer complying with confidentiality requirements during and after his or her employment with the Company and also non-competition and non-solicitation restrictions for twelve months following termination of his or her employment with the Company.

The summary of the Separation Agreement contained herein is qualified in its entirety by reference to the Separation Agreement, which is filed as Exhibit 10.2 to this Current Report on 8-K and is incorporated herein by reference.

Form of Non-Qualified Stock Option Agreement

The Company also adopted a new form of Non-Qualified Stock Option Agreement (“Stock Option Agreement”) for non-qualified stock option grants under the Plan. The new form reflects some technical changes to the form previously used. Each Stock Option Agreement would be effective when, and as of, the date an award is granted.

The Stock Option Agreement will indicate the number of option shares awarded and the grant price which will be no less than the fair market value at the close of trading on the date of grant. Under the Stock Option Agreement, options expire on the tenth anniversary of the grant date, but may terminate earlier in accordance with the terms of the Stock Option Agreement. Provided that the participant is employed by the Company through the applicable vesting dates, the options will be exercisable as follows: 0% prior to the first anniversary of the grant date; 15% on or after the first anniversary of the grant date; an additional 17.5% on or after the second anniversary of the grant date; an additional 20% on or after the third anniversary of the grant date; an additional 22.5% on or after the fourth anniversary of the grant date; and an additional 25% on or after the fifth anniversary of the grant date. The vesting of options may be accelerated in the event of death, disability, or a change in control (as defined in the Plan) in accordance with the terms of the Stock Option Agreement. The Stock Option Agreement also contains confidentiality, non-solicitation and non-compete provisions.

The summary of the Stock Option Agreement contained herein is qualified in its entirety by reference to the Stock Option Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description of Exhibits
10.1	Form of Restricted Stock Agreement
10.2	Form of Special Separation Agreement
10.3	Form of Non-Qualified Stock Option Agreement

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ZEBRA TECHNOLOGIES CORPORATION
Date: October 23, 2006	By:	/s/    Edward L. Kaplan
		Edward L. Kaplan
		Chairman of the Board and Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number	Description of Exhibits
10.1	Form of Restricted Stock Agreement
10.2	Form of Special Separation Agreement
10.3	Form of Non-Qualified Stock Option Agreement

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EX-10.1

Exhibit 10.1

RESTRICTED STOCK AGREEMENT

This RESTRICTED STOCK AGREEMENT (this “Stock Agreement”), dated as of                             , 20       (the “Grant Date”), is between ZEBRA TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”), and                                  (the “Participant”), relating to restricted stock granted under the 2006 Zebra Technologies Corporation Incentive Compensation Plan (the “Plan”). Capitalized terms used in this Stock Agreement without definition shall have the meanings ascribed to such terms in the Plan.

1. Grant of Restricted Stock.

(a) Grant. Subject to the provisions of this Stock Agreement and pursuant to the provisions of the Plan, the Company hereby grants to the Participant as of the Grant Date _________ shares of the Company’s Class A Common Stock, $.01 par value per share (the “Restricted Stock”).

(b) Nontransferability. Except as otherwise permitted under the Plan or this Stock Agreement, the Restricted Stock granted hereunder shall be non-transferable by the Participant during the Period of Restriction set forth under Section 2 of this Stock Agreement.

2. Vesting of Restricted Stock.

(a) Period of Restriction. The Restricted Stock shall be forfeitable and non-transferable during the Period of Restriction. The Period of Restriction with respect to the Restricted Stock shall begin on the Grant Date and shall end on the first anniversary of the Grant Date provided that the Participant must remain employed by the Company or any Subsidiary continuously through the Period of Restriction.

(b) Vesting Exceptions. Notwithstanding the provisions of Section 2(a) hereof, a Participant’s unvested Restricted Stock shall be subject to the following additional vesting rules in the following circumstances:

(i) Death, Disability or Good Reason. In the event the Participant’s employment with the Company and/or any Subsidiary is terminated due to death or Disability, or by reason of the Participant’s resignation for Good Reason, any unvested Restricted Stock as of the date of the Participant’s termination of employment shall immediately become fully vested and the remainder of the Period of Restriction relating to such Restricted Stock shall immediately lapse. For purposes of this Stock Agreement, “Good Reason” means termination of the Participant’s employment with the Company or any Subsidiary because of resignation by the Participant for any of the following reasons:

(A) demotion of the Participant by the Company to a lesser position (including a material diminution in the status of the Participant’s responsibilities, authorities, powers or duties taken as a whole) or assignment of Participant to any duties materially inconsistent with the status and responsibilities of that position;

(B) material breach of any provision of the Participant’s employment agreement, if any, by the Company and the Company’s failure to cure such breach within fifteen (15) business days after receipt of written notice from the Participant specifying in reasonable detail the nature of the breach; or

(C) decrease in base salary at the rate in effect on the date of grant (unless such decrease is applied on a proportionally equal basis to all executive officers of the Company) (an “Applicable Decrease”), but only if the Participant terminates his or her employment with the Company as a result of an Applicable Decrease within ten (10) business days after the effective date of the Applicable Decrease. For clarification purposes, if the

Participant fails to terminate his or her employment with the Company within ten (10) business days after the effective date of an Applicable Decrease, such termination shall not constitute termination of employment by Participant for Good Reason under this provision.

(ii) Termination by the Company or any Subsidiary other than for Cause. In the event the Participant’s employment with the Company and/or any Subsidiary is terminated by the Company and/or any Subsidiary other than for Cause, any unvested Restricted Stock as of the date of the Participant’s termination of employment shall immediately become fully vested and the remainder of the Period of Restriction relating to such Restricted Stock shall immediately lapse. For purposes of this Stock Agreement, “Cause” means, as determined by the Company, in its sole discretion, termination of the Participant’s employment with the Company or any Subsidiary because of the Participant’s:

(A) material breach of this Stock Agreement or of any other agreement to which the Participant and the Company are parties, as determined by the Committee in good faith; or

(B) material violation of Company policy, regardless of whether within or outside of his or her authority; or

(C) willful or intentional misconduct; gross negligence; or dishonest, fraudulent, or unethical behavior; or other conduct involving serious moral turpitude, in the performance of his or her duties; or

(D) dishonesty, theft or conviction of any crime or offense involving money or property of the Company or any Subsidiary; or

(E) breach of any fiduciary duty owing to the Company or any Subsidiary; or

(F) unauthorized disclosure of Confidential Information or unauthorized dissemination of Company Materials; or

(G) conduct that is, or could reasonably be expected to be, materially harmful to the Company or any of its subsidiaries or affiliates, as determined by the Committee in good faith.

(iii) Other Termination of Employment. In the event the Participant’s employment with the Company and/or any Subsidiary is terminated for any reason other than as provided in Section 2(b)(i) or (ii) hereof, any unvested Restricted Stock as of the date of the Participant’s termination of employment shall immediately be forfeited to the Company.

(iv) Change in Control Vesting. Subject to the provisions of Section 15 of the Plan, if a Change in Control occurs, any unvested Restricted Stock shall be immediately vested and the remainder of the Period of Restriction related to such Restricted Stock shall immediately lapse.

3. Rights While Holding Restricted Stock.

(a) Legend. Each certificate issued for shares of Restricted Stock under this Stock Agreement shall be registered in the Participant’s name and deposited by the Participant, together with a stock power endorsed in blank, with the Company and shall bear the following (or a similar) legend:

“The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) contained in a Stock Agreement entered into between the registered owner and Zebra Technologies Corporation.”

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When shares of Restricted Stock become vested, the Company shall redeliver to the Participant (or the Participant’s legal representatives, beneficiaries or heirs) the number of shares which have then vested. The Participant agrees that any sale of shares of Restricted Stock received upon vesting shall be made in compliance with the registration requirements of the Securities Act of 1933 or an applicable exemption therefrom. The Committee may require the Participant to furnish to the Company, prior to the delivery of any vested shares of Common Stock, an agreement (in such form as the Committee may specify) in which the Participant represents that the shares of Common Stock are being acquired for investment and not with a view to the sale or distribution thereof.

(b) Rights as a Stockholder. During the period that shares of Restricted Stock remain unvested, the Participant shall have all of the rights of a stockholder of the Company with respect to the Restricted Stock including, but not limited to, the right to receive dividends paid on the shares of Restricted Stock and the full right to vote such shares.

(c) Section 83(b) Election. Unless prior written consent of the Committee is secured, the Participant is not permitted to make a Section 83(b) election with respect to the Restricted Stock granted under this Stock Agreement. If the Committee consents to such Section 83(b) election, the Participant must notify the Committee within ten (10) days after filing the Section 83(b) election with the Internal Revenue Service.

(d) Compliance with Federal and State Law. The Company may postpone issuing and delivering any Restricted Stock for so long as the Company reasonably determines to be necessary to satisfy the following:

(i) its completing or amending any securities registration or qualification of the Restricted Stock or it or the Participant satisfying any exemption from registration under any federal or state law, rule, or regulation;

(ii) the Participant complying with any requests for representations under the Plan;

(iii) the Participant complying with any federal, state, or local tax withholding obligations; and

(iv) its deferring payment of any amount that it reasonably determines would not be deductible under Code Section 162(m) until the earlier of:

(A) the earliest date on which the Company reasonably determines that the deductibility of the payment will not be limited; or

(B) the year following the Participant’s termination of employment.

4. Payment of Taxes.

(a) General Rule. If the Company is obligated to withhold an amount on account of any tax imposed as a result of the issuance of the Restricted Stock, the Participant shall be required to pay such amount to the Company, as provided under Section 17 of the Plan. The Participant acknowledges and agrees that the Participant is responsible for the tax consequences associated with the grant of the Restricted Stock and its vesting.

5. Changes in Company’s Capital Structure.

(a) Adjustment in Authorized Stock. As may be determined to be appropriate and equitable by the Committee, in its complete and sole discretion, the Committee shall make or authorize to be made an adjustment in the number and/or class of shares of Restricted Stock to prevent dilution or enlargement of rights, as a result of the following:

(i) any adjustment, recapitalization, reorganization or other changes in the Company’s capital structure or its business;

(ii) any merger or consolidation of the Company;

(iii) any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the

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Company’s Common Stock or the rights thereof;

(iv) the dissolution or liquidation of the Company;

(v) any sale or transfer of all or any part of the Company’s assets or business; or

(vi) any other corporate act or proceeding, whether of a similar character or otherwise.

6. Confidentiality, Non-Solicitation and Non-Compete. Participant agrees to, understands and acknowledges the following:

(a) Confidential Information. Participant will be furnished, use or otherwise have access to certain Confidential Information of the Company. For purposes of this Stock Agreement, Confidential Information means any and all financial, technical, commercial or other information concerning the business and affairs of the Company that is confidential and proprietary to the Company, including without limitation,

(i) information relating to the Company’s past and existing customers and vendors and development of prospective customers and vendors, including specific customer product requirements, pricing arrangements, payments terms, customer lists and other similar information;

(ii) inventions, designs, methods, discoveries, works of authorship, creations, improvements or ideas developed or otherwise produced, acquired or used by the Company;

(iii) the Company’s proprietary programs, processes or software, consisting of but not limited to, computer programs in source or object code and all related documentation and training materials, including all upgrades, updates, improvements, derivatives and modifications thereof and including programs and documentation in incomplete stages of design or research and development;

(iv) the subject matter of the Company’s patents, design patents, copyrights, trade secrets, trademarks, service marks, trade names, trade dress, manuals, operating instructions, training materials, and other industrial property, including such information in incomplete stages of design or research and development; and

(v) other confidential and proprietary information or documents relating to the Company’s products, business and marketing plans and techniques, sales and distribution networks and any other information or documents which the Company reasonably regards as being confidential.

The Company devotes significant financial, human and other resources to the development of its products, its customer base and the general goodwill associated with its business, and the Company diligently maintains the secrecy and confidentiality of its Confidential Information. Each and every component of the Confidential Information is sufficiently secret to derive economic value from its not being generally known to other persons. While employed by the Company and thereafter, Participant will hold in the strictest confidence and not use in any manner which is detrimental to the Company or disclose to any individual or entity any Confidential Information, except as may be required by the Company in connection with Participant’s employment.

All Company Materials are and will be the sole property of the Company. Participant agrees that during and after his or her employment by the Company, Participant will not remove any Company Materials from the business premises of the Company or deliver any Company Materials to any person or entity outside the Company, except as Participant is required to do so in connection with performing the duties of his or her employment. Participant further agrees that, immediately upon the termination of his or her employment for any reason, or during Participant’s employment if so requested by the Company, Participant will return all Company Materials and other physical property, and any reproduction thereof, excepting only Participant’s copy of this Agreement. For purposes of this Stock Agreement, Company Materials means documents or other media or tangible items that contain or embody Confidential Information or any other information concerning the business, operations or future/strategic plans of the Company, whether such documents have been prepared by Participant or by others.

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(b) Non-Solicitation and Non-Compete. For the period beginning on the date hereof and ending twelve (12) months following the termination of employment with the Company, Participant will not directly or indirectly:

(i) employ, recruit or solicit for employment any person who is (or was within six (6) months prior to Participant’s employment termination date) an employee of the Company;

(ii) accept employment or engage in a competing business which may require contact, solicitation, interference or diverting of any of the Company’s customers, or that may result in the disclosure, divulging, or other use, of Confidential Information or Company Materials acquired during Participant’s employment with the Company; or

(iii) solicit or encourage any customer, vendor or potential customer or vendor of the Company with whom Participant had contact while employed by the Company to terminate or otherwise alter his, her or its relationship with the Company. Participant understands that any person or entity that Participant contacted during the twelve (12) months prior to the date of Participant’s termination of employment for the purpose of soliciting sales from such person or entity shall be regarded as a “potential customer” of the Company to whom the Company has a protectible proprietary interest.

(c) Remedies for Violation.

(i) Injunctive Action. Participant acknowledges that if he or she violates the terms of this Section 6 the injury that would be suffered by the Company as a result of a breach of the provisions of this Stock Agreement (including any provision of Section 6(a) or (b) hereof) would be irreparable and that an award of monetary damages to the Company for such a breach would be an inadequate remedy. Consequently, the Company will have the right, in addition to any other rights it may have, to obtain injunctive relief to restrain any breach or threatened breach or otherwise to specifically enforce any provision of this Stock Agreement, and the Company will not be obligated to post bond or other security in seeking such relief. Without limiting the Company’s rights under this Section(c) (or Sections 6(a) or (b) hereof) or any other remedies of the Company, if the Participant breaches any of the provisions of Sections(a) or (b) hereof, the Company will have the right to cease making any payments otherwise due to the Participant under this Stock Agreement.

(ii) Forfeiture of Restricted Stock and Repayment. In addition to the rights available to the Company under Section 6(c)(i) hereof, if Participant violates the terms of this Section 6 at any time, Participant, without any further action by the Company or Participant, shall forfeit, as of the first day of any such violation, all right, title and interest to unvested Restricted Stock, any Shares then owned by Participant due to vesting of Restricted Stock and any net proceeds received by Participant pursuant to any sales or transfer of any Restricted Stock prior to, on or after such date, and the Company shall have the right to issue a stop transfer order and other appropriate instructions to its transfer agent with respect to the Restricted Stock, and the Company further shall be entitled to reimbursement from Participant of any fees and expenses (including attorneys’ fees) incurred by or on behalf of the Company in enforcing the Company’s rights under this Section 6. By accepting this Restricted Stock grant, Participant hereby consents to a deduction from any amounts the Company owes to Participant from time to time (including amounts owed to Participant as wages or other compensation, fringe benefits, or vacation pay, as well as any other amounts owed to Participant by the Company), to the extent of any amounts that Participant owes to the Company under this Section 6. In addition to any injunctive relief sought under Section 6(c)(i) hereof and whether or not the Company elects to make any set-off in whole or in part, if the Company does not recover by means of set-off the full amount Participant owes to the Company, calculated as set forth in this Section 6(c)(ii), Participant agrees to immediately pay the unpaid balance to the Company.

(d) Enforceability of Restrictive Covenants. The scope and duration of the restrictive covenants contained in this Stock Agreement are reasonable and necessary to protect a legitimate, protectible interest of the Company. However, if one or more provisions of this Stock Agreement are held to be unenforceable under applicable law to any extent, such provision(s) shall, to that extent, be excluded from this Stock Agreement and the balance of the Stock Agreement shall be interpreted as if such provision(s) were so excluded to that extent and shall be enforceable in accordance with its terms.

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(e) Written Acknowledgement by Participant. The Committee, in its sole discretion, may require the Participant, as a condition to lapsing any restriction on the Restricted Stock, to acknowledge in writing that he or she has not engaged, and is not in the process of engaging, in any of the activities described in this Section 6.

7. Miscellaneous Provisions.

(a) No Service or Employment Rights. No provision of this Stock Agreement or of the Restricted Stock granted hereunder shall give the Participant any right to continue in the service or employ of the Company or any Subsidiary, create any inference as to the length of employment or service of the Participant, affect the right of the Company or any Subsidiary to terminate the employment or service of the Participant, with or without Cause, or give the Participant any right to participate in any employee welfare or benefit plan or other program (other than the Plan) of the Company or any Subsidiary.

(b) Plan Document Governs. The Restricted Stock is granted pursuant to the Plan, and the Restricted Stock and this Stock Agreement are in all respects governed by the Plan and subject to all of the terms and provisions thereof, whether such terms and provisions are incorporated in this Stock Agreement by reference or are expressly cited. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Plan. Any inconsistency between the Stock Agreement and the Plan shall be resolved in favor of the Plan. Participant hereby acknowledges receipt of a copy of the Plan.

(c) Beneficiary Designation. The Participant may, from time to time, in accordance with procedures set forth by the Committee, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Stock Agreement is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Committee during the Participant’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate or exercised by the Participant’s estate.

(d) Administration. This Stock Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Stock Agreement, all of which shall be binding upon the Participant.

(e) No Vested Right In Future Awards. Participant acknowledges and agrees (by executing this Stock Agreement) that the granting of Restricted Stock under this Stock Agreement is made on a fully discretionary basis by the Company and that this Stock Agreement does not lead to a vested right to further Restricted Stock awards in the future.

(f) Use Of Personal Data. By executing this Stock Agreement, Participant acknowledges and agrees to the collection, use, processing and transfer of certain personal data, including his or her name, salary, nationality, job title, position and details of all past Awards and current Awards outstanding under the Plan (“Data”), for the purpose of managing and administering the Plan. The Participant is not obliged to consent to such collection, use, processing and transfer of personal data, but a refusal to provide such consent may affect his or her ability to participate in the Plan. The Company, or its Subsidiaries, may transfer Data among themselves or to third parties as necessary for the purpose of implementation, administration and management of the Plan. These various recipients of Data may be located elsewhere throughout the world. The Participant authorizes these various recipients of Data to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Plan. The Participant may, at any time, review Data with respect to the Participant and require any necessary amendments to such Data. The Participant may withdraw his or her consent to use Data herein by notifying the Company in writing; however, the Participant understands that by withdrawing his or her consent to use Data, the Participant may affect his or her ability to participate in the Plan.

(g) Severability. In the event that any provision of this Stock Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Stock Agreement, and this Stock Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.

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(h) Waiver; Cumulative Rights. The failure or delay of either party to require performance by the other party of any provision hereof shall not affect its right to require performance of such provision unless and until such performance has been waived in writing. Each and every right hereunder is cumulative and may be exercised in part or in whole from time to time.

(i) Notices. Any notice which either party hereto may be required or permitted to give the other shall be in writing and may be delivered personally or by mail, postage prepaid, addressed to the Secretary of the Company, at its then corporate headquarters, and the Participant at the Participant’s address as shown on the Company’s records, or to such other address as the Participant, by notice to the Company, may designate in writing from time to time.

(j) Counterparts. This Stock Agreement may be signed in two counterparts, each of which shall be an original, but both of which shall constitute but one and the same instrument.

(k) Successors and Assigns. This Stock Agreement shall inure to the benefit of and be binding upon each successor and assign of the Company. All obligations imposed upon the Participant, and all rights granted to the Company hereunder, shall be binding upon the Participant’s heirs, legal representatives and successors.

(l) Governing Law. This Stock Agreement and the Restricted Stock granted hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to provisions thereof regarding conflict of laws.

(m) Entire Agreement. This Stock Agreement, together with the Plan, constitute the entire obligation of the parties hereto with respect to the subject matter hereof and shall supersede any prior expressions of intent or understanding with respect to this transaction.

(n) Amendment. Any amendment to this Stock Agreement shall be in writing and signed by the Company.

(o) Headings. The headings contained in this Stock Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Stock Agreement.

IN WITNESS WHEREOF, the Company has caused this Stock Agreement to be duly executed by an officer thereunto duly authorized, and the Participant has hereunto set his or her hand, all as of the day and year first above written.

ZEBRA TECHNOLOGIES CORPORATION	PARTICIPANT
By:
Name:	Name:
Title:

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EX-10.2

Exhibit 10.2

SPECIAL SEPARATION AGREEMENT

THIS SPECIAL SEPARATION AGREEMENT (“Agreement”) is by and between Zebra Technologies Corporation, a corporation incorporated under the laws of Delaware, with its principal place of business in Vernon Hills, Illinois (the “Company”), and _____________________ (“Executive”).

WHEREAS, Executive was hired by the Company on ________________, and is currently serving as its ________________________________________________; and

WHEREAS, Edward L. Kaplan, co-founder, Chairman and Chief Executive Officer of the Company has announced his intention to retire from the Company after his successor is selected by the Board and is employed by the Company; and

WHEREAS, the Company’s Board of Directors (the “Board”) believes that it is prudent for the Company to take action to assure that the attention of its key employees is focused on their assigned duties during this period of uncertainty and to induce them to remain with the Company.

NOW, THEREFORE, in consideration of the promises, covenants and conditions hereinafter contained, the Company and Executive agree as follows:

I. Definitions.

A. “Base Salary” means the higher of Executive’s annual base salary at the rate in effect on (1) the date of a Change of CEO, or (2) the date Executive’s employment terminates.

B. “Cause” means any one of the following:

1. Executive’s material breach of this Agreement or of any other agreement to which the Executive and the Company are parties, as determined by the Compensation Committee of the Board of Directors of the Company (the “Committee”) in good faith;

2. Executive’s material violation of Company policy, regardless of whether within or outside of his or her authority;

3. Executive’s willful or intentional misconduct; gross negligence; or dishonest, fraudulent, or unethical behavior; or other conduct involving serious moral turpitude in the performance of his or her duties;

4. Executive’s dishonesty, theft or conviction of any crime or offense involving money or property of the Company or any of its subsidiaries or affiliates;

5. Executive’s breach of any fiduciary duty owing to the Company or any of its subsidiaries or affiliates;

6. Executive’s unauthorized disclosure of Confidential Information or unauthorized dissemination of Company Materials; or

7. Executive’s conduct that is, or could reasonably be expected to be, materially harmful to the Company or any of its subsidiaries or affiliates, as determined by the Committee in good faith.

C. “Change of CEO” means the date of commencement of employment of a new Chief Executive Officer (“CEO”), replacing Edward L. Kaplan as CEO.

D. “Code” means the Internal Revenue Code of 1986, as amended.

E. “Company Materials” are documents or other media or tangible items that contain or embody Confidential Information or any other information concerning the business, operations or future/strategic plans of the Company, whether such documents have been prepared by Executive or by others.

F. “Confidential Information” means any and all financial, technical, commercial or other information concerning the business and affairs of the Company that is confidential and proprietary to the Company, including without limitation, (1) information relating to the Company’s past and existing customers and vendors and development of prospective customers and vendors, including specific customer product requirements, pricing arrangements, payments terms, customer lists and other similar information; (2) inventions, designs, methods, discoveries, works of authorship, creations, improvements or ideas developed or otherwise produced, acquired or used by the Company; (3) the Company’s proprietary programs, processes or software, consisting of but not limited to, computer programs in source or object code and all related documentation and training materials, including all upgrades, updates, improvements, derivatives and modifications thereof and including programs and documentation in incomplete stages of design or research and development; (4) the subject matter of the Company’s patents, design patents, copyrights, trade secrets, trademarks, service marks, trade names, trade dress, manuals, operating instructions, training materials, and other industrial property, including such information in incomplete stages of design or research and development; and (5) other confidential and proprietary information or documents relating to the Company’s products, business and marketing plans and techniques, sales and distribution networks and any other information or documents which the Company reasonably regards as being confidential.

For purposes of this Agreement, “Confidential Information” is information that was or will be developed, created, or discovered by or on behalf of the Company, or which became or will become known by, or was or is conveyed to the Company, which has commercial value in the Company’s business. Confidential Information is sufficiently secret to derive economic value from its not being generally known to other persons.

G. “Disability” means a medically determinable physical or mental condition which qualifies Executive for long-term disability benefits under any long-term disability program sponsored by the Company or any of its subsidiaries or affiliates.

H. “Good Reason” means the occurrence of any one of the following:

1. demotion of Executive by the Company to a lesser position (including a material diminution in the status of Executive’s responsibilities, authorities, powers or duties taken as a whole) or assignment of Executive to any duties materially inconsistent with the status and responsibilities of that position;

2. material breach of any provision of Executive’s employment agreement, if any, by the Company and the Company’s failure to cure such breach within fifteen (15) business days after receipt of written notice from Executive specifying in reasonable detail the nature of the breach; or

3. decrease in base salary at the rate in effect on the date of a Change of CEO (unless such decrease is applied on a proportionally equal basis to all executive officers of the Company that directly report to the Chief Executive Officer) (an “Applicable Decrease”), but only if Executive terminates his or her employment with the Company as a result of an Applicable Decrease within ten (10) business days after the effective date of the Applicable Decrease. For clarification purposes, if the Executive fails to terminate his or her employment with the Company within ten (10) business days after the effective date of an Applicable Decrease, such termination shall not constitute termination of employment by Executive for Good Reason under this provision.

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II. Separation Payments and Benefits.

A. If, within twelve (12) months following a “Change of CEO,” (1) the Company terminates Executive’s employment without Cause, or (2) Executive voluntary terminates employment with the Company for Good Reason, the Company shall:

1. pay Executive continuation of his or her Base Salary for a period of fifty-two (52) weeks following his or her termination date;

2. provide continued coverage of Executive, his or her spouse and his or her eligible dependents, as applicable, in the medical, dental and life insurance plans sponsored by the Company in which they participated immediately prior to Executive’s termination, at an active employee rate, for a period of fifty-two (52) weeks, such coverage to run concurrently with the continuation of coverage period under the Consolidated Omnibus Budget Reconciliation Act of 1985;

3. accelerate vesting of all unvested equity grants and deferred compensation, and accelerate the lapse of restrictions on any restricted stock, under any plan maintained by the Company; and

4. provide Executive with professional outplacement services by a firm selected by the Company, in an amount not to exceed $32,000.

B. Executive shall not be entitled to separation payments or benefits under this Agreement if his or her employment is terminated by reason of death, Disability or retirement.

III. Commencement of Payment. The separation payment shall be payable beginning with the next regularly scheduled payroll period following the receipt of the release set forth in Section XVI, or as soon as practicable thereafter, but in no event earlier than the date seven (7) days after the execution of such release.

IV. Setoff. The payments and benefits made or provided to Executive, his or her spouse or other beneficiary under this Agreement shall be reduced by the amount of (i) any claim of the Company against Executive or his or her spouse or other beneficiary for any debt or obligation of Executive or his or her spouse or other beneficiary to the Company, and (ii) any similar payments or benefits provided under any employment agreement or other written agreement between Executive and the Company, which expressly covers the terms of severance payable.

V. No Mitigation. Executive shall have no duty to seek employment following termination of employment or otherwise to mitigate damages. The amounts or benefits payable or available to Executive, his or her spouse or other beneficiary under this Agreement shall not be reduced by any amount Executive may earn or receive from employment with another employer or from any other source.

VI. Other Compensation. The separation payment payable pursuant to this Agreement shall be in addition to and not in substitution for any amounts of compensation accrued in favor of Executive up to the date of termination, and shall also be in addition to and not in substitution for any amount or benefit to which Executive may otherwise be entitled under any insurance policy, stock option plan or written employment contract between Executive and the Company, or any regular or supplemental retirement plan or arrangement maintained by the Company on Executive’s behalf. However, the benefits payable hereunder shall be reduced by any benefit to which Executive is entitled under the regular severance policy of the Company or any other severance agreement between Executive and the Company.

VII. Confidentiality. Executive agrees to, understands and acknowledges the following:

A. Executive will be furnished, use or otherwise have access to Confidential Information of the Company. The Company devotes significant financial, human and other resources to the development of its products, its customer base and the general goodwill associated with its business and that the Company diligently maintains the secrecy and confidentiality of its Confidential Information. While employed by the Company and thereafter, Executive will hold in the strictest confidence and not use in any manner which is detrimental to the Company or disclose to any individual or entity any Confidential Information, except as may be required by the Company in connection with Executive’s employment.

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B. All Company Materials are and will be the sole property of the Company. Executive agrees that during and after Executive’s employment by the Company, Executive will not remove any Company Materials from the business premises of the Company or deliver any Company Materials to any person or entity outside the Company, except as Executive is required to do so in connection with performing the duties of his or her employment. Executive further agrees that, immediately upon the termination of Executive’s employment for any reason, or during Executive’s employment if so requested by the Company, Executive will return all Company Materials and other physical property, and any reproduction thereof, excepting only Executive’s copy of this Agreement.

VIII. Noncompetition and Nonsolicitation. While employed by the Company and for a period of twelve (12) consecutive months following the date of termination of employment, Executive will not directly or indirectly:

A. employ, recruit or solicit for employment any person who is (or was within the six (6) months prior to Executive’s employment termination date) an employee of the Company;

B. accept employment or engage in a competing business which may require contact, solicitation, interference or diverting of any of the Company’s customers, or that may result in the disclosure, divulging, or other use, of Confidential Information or Company Materials acquired during Executive’s employment with the Company; or

C. solicit or encourage any customer, vendor or potential customer or vendor of the Company with whom Executive had contact while employed by the Company to terminate or otherwise alter his, her or its relationship with the Company. Executive understands that any person or entity that Executive contacted during the twelve (12) months prior to the date of Executive’s termination of employment for the purpose of soliciting sales from such person or entity shall be regarded as a “potential customer” of the Company to whom the Company has a protectible proprietary interest.

IX. Nondisparagement. While employed by the Company and indefinitely thereafter, Executive shall refrain from (i) making any false statement about the Company, and (ii) all conduct, oral or otherwise, that disparages or damages or could disparage or damage the reputation, goodwill, or standing in the community of the Company or any of its subsidiaries or affiliates, or any of their officers, directors, employees, stockholders, or other agent, or that could have a deleterious effect upon the Company’s or any of its subsidiaries’ or affiliates’ business, provided, however, that nothing contained in this Section IX or any other section of this Agreement shall preclude Executive from making any statement in good faith that is required by law or order of any court, regulatory commission, or authorized arbitrator under Section XVIII.

X. Forfeitures. In the event that Executive breaches any of the restrictions in Sections VII, VIII or IX, he or she shall forfeit all of the separation payments and benefits under this Agreement, and the Company shall have the right to recapture and seek repayment of any such separation payments and benefits under this Agreement.

XI. Entirety of Agreement and Amendment. This Agreement constitutes the entire Agreement between the parties and no amendment, waiver, alteration or modification of this Agreement shall be valid, unless in each instance, such amendment, waiver, alteration or modification is agreed to in writing by both parties. Mere delay by the Company in exercising any rights under this Agreement will in no event be deemed a waiver of such rights.

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XII. Notices. All notices under this Agreement shall be in writing and shall be deemed to have been made when delivered or mailed by registered, or certified mail, or by a nationally recognized overnight delivery service, postage or charges prepaid. All notices to the Company shall be sent to:

Zebra Technologies Corporation

333 Corporate Woods Parkway

Vernon Hills, Illinois 60061

Attention: General Counsel

All notices to Executive shall be sent to Executive’s last known address on the Company’s records or such other address as Executive may furnish to the Company.

XIII. Applicable Law. To the extent permitted by law, this Agreement shall be deemed to have been made in the State of Illinois, and its validity, construction and performance shall be determined in accordance with the laws of the State of Illinois, without giving effect to its conflicts of laws principles.

XIV. Assignment. Neither party may assign this Agreement or any of the rights or duties hereunder, except that the Company may assign any of its rights and duties under this Agreement to (i) a successor or assignee of all or substantially all of the business or assets of the Company, or (ii) any corporation with which the Company merges or with which the Company may be consolidated, provided that any such successor or assignee or surviving entity of a merger or consolidation must expressly assume in writing such rights, duties and obligations of the Company, and except further that the rights and obligations of Executive under this Agreement shall inure to the benefit of, and be enforceable by, Executive’s personal or legal representative, including his or her executor.

XV. Beneficiaries. If Executive is entitled to payments and benefits under the circumstances described in Section II, but dies before all amounts payable and benefits available thereunder have been paid or provided, the remaining payments and benefits shall be made or provided to Executive’s surviving spouse, if any, or to Executive’s estate.

XVI. Waiver and Release. As a condition to receiving the payments and benefits hereunder, Executive shall execute a document in customary form, releasing and waiving any and all claims, causes of actions and the like against the Company, its respective successors, stockholders, officers, trustees, agents and employees, regarding all matters relating to Executive’s service as an employee of the Company and to the termination of such relationship. Such release shall include any claims arising under the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”); Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991, as amended; the Equal Pay Act of 1962, as amended; the Americans With Disabilities Act of 1990, as amended; the Family Medical Leave Act, as amended; the Employee Retirement Income Security Act of 1974, as amended; or any other federal, state or local statute or ordinance, but exclude any claims arising under the ADEA to challenge the validity of this Section XVI, and any claims that arise out of an asserted breach of the terms of this Agreement or claims related to the matters described in Section VI.

XVII. Not an Employment Contract. The parties agree that this Agreement is not intended as, and is not, an employment contract with the Company. The Company may terminate Executive’s employment at any time during the term of this Agreement subject to providing such benefits as may be specified in this Agreement.

XVIII. Arbitration. At the election of either the Company or Executive, all controversies in connection with, or related to, any alleged breach of this Agreement or any of its provisions requiring ongoing action or interpretation, including, without limitation, injunctive relief, shall be settled by binding arbitration in Chicago, Illinois in accordance with the rules of the American Arbitration Association then in effect. Company or Executive may demand arbitration upon ten (10) days notice to the other party. The arbitration panel shall consist of three (3) members, one to be Executive’s nominee, one to be the Company’s nominee, and a third to be selected by the other two. In the event the two arbitrators cannot agree on a third within

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seven (7) days after the demand for arbitration, the third shall be chosen by the American Arbitration Association in Chicago, Illinois pursuant to its rules and regulations. In the event of the death or incapacity of Executive, his or her duly authorized executor or representative or his or her nominee shall choose one arbitrator in his or her stead. Judgment upon any award, including injunctive relief, rendered may be entered in any court having jurisdiction thereof. The fees and expenses of the arbitrators shall be borne by the parties hereto in proportion to the questions answered adversely to their several questions and interpretations, as determined by the arbitrators. The parties agree that the findings of a majority of such three (3) arbitrators shall be conclusive on them, and their respective heirs, successors and assigns, executors, administrators, and personal representatives.

XIX. Invalidity of any Provision. If any provision of this Agreement or the application thereof to any party or circumstance is held invalid or unenforceable, in whole or in part, the remaining provisions of this Agreement and the application of such provisions to the other party or circumstances will not be affected thereby, the provisions of this Agreement being severable or modifiable in any such instance.

IN WITNESS WHEREOF, this Agreement has been executed by a duly authorized officer of the Company and by Executive.

Dated: ____________ ___, 2006

ZEBRA TECHNOLOGIES CORPORATION

By:

[Name]

[Title]

EXECUTIVE

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EX-10.3

Exhibit 10.3

NON-QUALIFIED STOCK OPTION AGREEMENT

This NON-QUALIFIED STOCK OPTION AGREEMENT (this “Option Agreement”), dated as of ______________________, 20____ (the “Grant Date”), is between ZEBRA TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”), and ______________________ (the “Participant”), relating to a non-qualified stock option granted under the 2006 Zebra Technologies Corporation Incentive Compensation Plan (the “Plan”). Capitalized terms used in this Option Agreement without definition shall have the meanings ascribed to such terms in the Plan.

1. Grant of Option.

(a) Grant. Subject to the provisions of this Option Agreement and pursuant to the provisions of the Plan, the Company hereby grants to the Participant as of the Grant Date a Non-Qualified Stock Option (the “Option”) to purchase _________ shares (the “Option Shares”) of the Company’s Class A Common Stock, $.01 par value per share (the “Stock”), at a price of $________ per share (the “Option Price”).

(b) Term of the Option. Unless the Option terminates earlier pursuant to other provisions of the Option Agreement, the Option shall expire on the tenth anniversary of the Grant Date (the “Expiration Date”).

(c) Nontransferability. The Option shall be non-transferable, except by will or the laws of descent and distribution, or as otherwise permitted under the Plan.

2. Vesting of Option.

(a) General Vesting Rule. Prior to the Expiration Date, the Option shall become and be exercisable as follows:

Grant Date Anniversary	Percentage of Option Exercisable
Prior to the first anniversary of the Grant Date	0%
On or after the first anniversary of the Grant Date	15%
On or after the second anniversary of the Grant Date, an additional	17.5%
On or after the third anniversary of the Grant Date, an additional	20%
On or after the fourth anniversary of the Grant Date, an additional	22.5%
On or after the fifth anniversary of the Grant Date, an additional	25%

provided, however, except as otherwise provided for under this Option Agreement, the Participant must remain employed by the Company or any Subsidiary continuously through the applicable vesting dates.

(b) Death or Disability. Notwithstanding the provisions of Section 2(a) hereof, in the event the Participant’s employment with the Company and/or any Subsidiary is terminated due to death or Disability, any unvested Option Shares as of the date of the Participant’s termination of employment shall immediately become fully vested and exercisable and, along with unexercised vested Option Shares, shall remain exercisable until the earlier of:

(i) the Expiration Date; or

(ii) one (1) year after the date of the Participant’s termination of employment due to death or Disability.

In the event of the Participant’s death, the Participant’s beneficiary or estate may exercise the vested Option Shares.

(c) Retirement. In the event the Participant’s employment with the Company and/or any Subsidiary is

terminated due to Retirement, any unexercised, vested Option Shares as of the date of Participant’s termination of employment shall remain exercisable until the earlier of:

(i) the Expiration Date; or

(ii) one (1) year after the date of the Participant’s termination of employment due to Retirement.

For purposes of this Option Agreement, “Retirement” means the Participant’s voluntary termination of employment with the Company and/or any Subsidiary after attaining either:

• age 55 with ten (10) complete years of service or more with the Company and/or any Subsidiary; or

• age 65.

(d) Termination for Cause. In the event the Participant’s employment with the Company and/or any Subsidiary is terminated for Cause, all unvested Option Shares and all unexercised, vested Option Shares shall expire immediately, be forfeited and considered null and void. For purposes of this Option Agreement, “Cause” means, as determined by the Company, in its sole discretion, termination of the Participant’s employment with the Company or any Subsidiary because of the Participant’s:

(i) material breach of this Option Agreement or of any other agreement to which the Participant and the Company are parties, as determined by the Committee in good faith; or

(ii) material violation of Company policy, regardless of whether within or outside of his or her authority; or

(iii) willful or intentional misconduct; gross negligence; or dishonest, fraudulent, or unethical behavior; or other conduct involving serious moral turpitude, in the performance of his or her duties; or

(iv) dishonesty, theft or conviction of any crime or offense involving money or property of the Company or any Subsidiary; or

(v) breach of any fiduciary duty owing to the Company or any Subsidiary; or

(vi) unauthorized disclosure of Confidential Information or unauthorized dissemination of Company Materials; or

(vii) conduct that is, or could reasonably be expected to be, materially harmful to the Company or any of its subsidiaries or affiliates, as determined by the Committee in good faith.

(e) Other Termination of Employment. In the event the Participant’s employment with the Company and/or any Subsidiary is terminated for any reason other than as provided in Sections 2(b), (c) or (d) hereof, any unexercised, vested Option Shares as of the date of Participant’s termination of employment shall remain exercisable until the earlier of:

(i) the Expiration Date; or

(ii) ninety (90) days after the date of the Participant’s involuntary (as to the Participant) termination of employment for reasons other than death, Disability, Retirement, or Cause; or

(iii) thirty (30) days after the date of the Participant’s voluntary termination of employment for reasons other than Retirement.

(f) Change in Control Vesting. Subject to the provisions of Section 15 of the Plan, if a Change in Control occurs, 100% of the remaining unvested Option Shares shall be immediately vested and exercisable upon the Change in Control and, along with unexercised vested Option Shares, shall remain exercisable through the Expiration Date.

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3. Exercise of Option.

(a) Manner of Exercise. The vested Option Shares may be exercised, in whole or in part, by delivering written notice to the Company in accordance with of Section 7(k) hereof and in such form as the Company may require from time to time. Such notice of exercise shall:

(i) specify the number of Option Shares to be purchased;

(ii) specify the aggregate Option Price for such Option Shares; and

(iii) be accompanied by payment in full of such aggregate Option Price.

(b) Payment Upon Exercise. The Option Price upon exercise of any Option Shares shall be payable to the Company in full either:

(i) in cash or its equivalent;

(ii) by tendering previously acquired Stock that has been held for at least six months (or such longer period to avoid a charge to earnings for financial reporting purposes) and having an aggregate Fair Market Value at the time of exercise equal to the total Option Price, or

(iii) a combination of Sections 3(b)(i) and (ii) hereof.

In addition, payment of the Option Price may be payable by one or more of the following methods either upon written consent from the Committee or if one or more of the following methods will not result in a charge to earnings for financial reporting purposes:

(iv) by withholding Stock that otherwise would be acquired on exercise having an aggregate Fair Market Value at the time of exercise equal to the total Option Price,

(v) by tendering other Awards payable under the Plan, or

(vi) by cashless exercise through delivery of irrevocable instructions to a broker to promptly deliver to the Company the amount of proceeds from a sale of shares having a Fair Market Value equal to the purchase price.

(vii) Any combination of Sections 3(b)(i)-(vi) upon written consent of the Committee.

(c) Compliance with Federal and State Law. The Company reserves the right to delay a Participant’s exercise of an Option if the Company’s issuance of Stock upon such exercise would violate any applicable federal or state securities laws or any other applicable laws or regulations. The Participant may not sell or otherwise dispose of the Option Shares in violation of any applicable law. The Company may postpone issuing and delivering any Option Shares for so long as the Company reasonably determines to be necessary to satisfy the following:

(i) its completing or amending any securities registration or qualification of the Option Shares or it or the Participant satisfying any exemption from registration under any federal or state law, rule, or regulation;

(ii) its receiving proof it considers satisfactory that a person seeking to exercise the Option after the Participant’s death is entitled to do so;

(iii) the Participant complying with any requests for representations under the Plan;

(iv) the Participant complying with any federal, state, or local tax withholding obligations;

(v) its deferring payment of any amount that it reasonably determines would not be deductible under Code Section 162(m) until the earlier of:

• the earliest date on which the Company reasonably determines that the deductibility of the payment will not be limited; or

• the year following the Participant’s termination of employment; and

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(vi) its compliance with the restrictions of Code Section 409A to the extent applicable, including any final regulations issued pursuant thereto, including the Committee’s right to amend any provision of this Option Agreement, to the extent necessary to comply with Code Section 409A.

(d) No Fractions of Stock. The Company shall not be required to issue any fractional shares of Stock.

4. Payment of Taxes.

(a) General Rule. If the Company is obligated to withhold an amount on account of any tax imposed as a result of the exercise of an Option, the Participant shall be required to pay such amount to the Company, as provided under Section 17 of the Plan. The Participant acknowledges and agrees that the Participant is responsible for the tax consequences associated with the grant of the Option and its exercise.

5. Changes in Company’s Capital Structure.

(a) Adjustment in Authorized Stock. As may be determined to be appropriate and equitable by the Committee, in its complete and sole discretion, to prevent dilution or enlargement of rights, the Committee shall make or authorize to be made an adjustment in the number and class of Option Shares and/or the Option Price to prevent dilution or enlargement of rights, as a result of the following:

(i) any adjustment, recapitalization, reorganization or other changes in the Company’s capital structure or its business;

(ii) any merger or consolidation of the Company;

(iii) any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Company’s Common Stock or the rights thereof;

(iv) the dissolution or liquidation of the Company;

(v) any sale or transfer of all or any part of the Company’s assets or business; or

(vi) any other corporate act or proceeding, whether of a similar character or otherwise.

6. Confidentiality, Non-Solicitation and Non-Compete. Participant agrees to, understands and acknowledges the following:

(a) Confidential Information. Participant will be furnished, use or otherwise have access to certain Confidential Information of the Company. For purposes of this Option Agreement, Confidential Information means any and all financial, technical, commercial or other information concerning the business and affairs of the Company that is confidential and proprietary to the Company, including without limitation,

(i) information relating to the Company’s past and existing customers and vendors and development of prospective customers and vendors, including specific customer product requirements, pricing arrangements, payments terms, customer lists and other similar information;

(ii) inventions, designs, methods, discoveries, works of authorship, creations, improvements or ideas developed or otherwise produced, acquired or used by the Company;

(iii) the Company’s proprietary programs, processes or software, consisting of but not limited to, computer programs in source or object code and all related documentation and training materials, including all upgrades, updates, improvements, derivatives and modifications thereof and including programs and documentation in incomplete stages of design or research and development;

(iv) the subject matter of the Company’s patents, design patents, copyrights, trade secrets, trademarks, service marks, trade names, trade dress, manuals, operating instructions, training materials, and other industrial property, including such information in incomplete stages of design or research and development; and

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(v) other confidential and proprietary information or documents relating to the Company’s products, business and marketing plans and techniques, sales and distribution networks and any other information or documents which the Company reasonably regards as being confidential.

The Company devotes significant financial, human and other resources to the development of its products, its customer base and the general goodwill associated with its business, and the Company diligently maintains the secrecy and confidentiality of its Confidential Information. Each and every component of the Confidential Information is sufficiently secret to derive economic value from its not being generally known to other persons. While employed by the Company and thereafter, Participant will hold in the strictest confidence and not use in any manner which is detrimental to the Company or disclose to any individual or entity any Confidential Information, except as may be required by the Company in connection with Participant’s employment.

All Company Materials are and will be the sole property of the Company. Participant agrees that during and after his or her employment by the Company, Participant will not remove any Company Materials from the business premises of the Company or deliver any Company Materials to any person or entity outside the Company, except as Participant is required to do so in connection with performing the duties of his or her employment. Participant further agrees that, immediately upon the termination of his or her employment for any reason, or during Participant’s employment if so requested by the Company, Participant will return all Company Materials and other physical property, and any reproduction thereof, excepting only Participant’s copy of this Agreement. For purposes of this Option Agreement, Company Materials means documents or other media or tangible items that contain or embody Confidential Information or any other information concerning the business, operations or future/strategic plans of the Company, whether such documents have been prepared by Participant or by others.

(b) Non-Solicitation and Non-Compete. For the period beginning on the date hereof and ending twelve (12) months following the termination of employment with the Company, Participant will not directly or indirectly:

(i) employ, recruit or solicit for employment any person who is (or was within the six (6) months prior to Participant’s employment termination date) an employee of the Company;

(ii) accept employment or engage in a competing business which may require contact, solicitation, interference or diverting of any of the Company’s customers, or that may result in the disclosure, divulging, or other use, of Confidential Information or Company Materials acquired during Participant’s employment with the Company; or

(iii) solicit or encourage any customer, vendor or potential customer or vendor of the Company with whom Participant had contact while employed by the Company to terminate or otherwise alter his, her or its relationship with the Company. Participant understands that any person or entity that Participant contacted during the twelve (12) months prior to the date of Participant’s termination of employment for the purpose of soliciting sales from such person or entity shall be regarded as a “potential customer” of the Company to whom the Company has a protectible proprietary interest.

(c) Remedies for Violation.

(i) Injunctive Action. Participant acknowledges that if he or she violates the terms of this Section 6, the injury that would be suffered by the Company as a result of a breach of the provisions of this Option Agreement (including any provision of Section 6 (a) or (b) hereof) would be irreparable and that an award of monetary damages to the Company for such a breach would be an inadequate remedy. Consequently, the Company will have the right, in addition to any other rights it may have, to obtain injunctive relief to restrain any breach or threatened breach or otherwise to specifically enforce any provision of this Option Agreement, and the Company will not be obligated to post bond or other security in seeking such relief. Without limiting the Company’s rights under this Section 6(c) (or Sections 6(a) or (b) hereof) or any other remedies of the

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Company, if the Participant breaches any of the provisions of Sections 6(a) or (b) hereof, the Company will have the right to cease making any payments otherwise due to the Participant under this Option Agreement.

(ii) Forfeiture of the Option and Repayment. In addition to the rights available to the Company under Section 6(c)(i) hereof, if Participant violates the terms of this Section 6 at any time, Participant, without any further action by the Company or Participant, shall forfeit, as of the first day of any such violation, all right, title and interest to this Option, any Option Shares then owned by Participant and any net proceeds received by Participant pursuant to any sales or transfer of any Option Shares prior to, on or after such date, and the Company shall have the right to issue a stop transfer order and other appropriate instructions to its transfer agent with respect to this Option and the Option Shares, and the Company further shall be entitled to reimbursement from Participant of any fees and expenses (including attorneys’ fees) incurred by or on behalf of the Company in enforcing the Company’s rights under this Section 6. By accepting this Option grant, Participant hereby consents to a deduction from any amounts the Company owes to Participant from time to time (including amounts owed to Participant as wages or other compensation, fringe benefits, or vacation pay, as well as any other amounts owed to Participant by the Company), to the extent of any amounts that Participant owes the Company under this Section 6. In addition to any injunctive relief sought under Section 6(c)(i) hereof and whether or not the Company elects to make any set-off in whole or in part, if the Company does not recover by means of set-off the full amount Participant owes to the Company, calculated as set forth in this Section 6(c)(ii), Participant agrees to immediately pay the unpaid balance to the Company.

(d) Enforceability of Restrictive Covenants. The scope and duration of the restrictive covenants contained in this Option Agreement are reasonable and necessary to protect a legitimate, protectible interest of the Company. However, if one or more provisions of this Option Agreement are held to be unenforceable under applicable law to any extent, such
provision(s) shall, to that extent, be excluded from this Option Agreement and the balance of the Option Agreement shall be interpreted as if such provision(s) were so excluded to that extent and shall be enforceable in accordance with its terms.

(e) Written Acknowledgement by Participant. The Committee, in its sole discretion, may require the Participant, as a condition to the exercise of this Option, to acknowledge in writing that he or she has not engaged, and is not in the process of engaging, in any of the activities described in this Section 6.

7. Miscellaneous Provisions.

(a) No Service or Employment Rights. No provision of this Option Agreement or of the Option granted hereunder shall give the Participant any right to continue in the service or employ of the Company or any Subsidiary, create any inference as to the length of employment or service of the Participant, affect the right of the Company or any Subsidiary to terminate the employment or service of the Participant, with or without Cause, or give the Participant any right to participate in any employee welfare or benefit plan or other program (other than the Plan) of the Company or any Subsidiary.

(b) Stockholder Rights. Until the Option shall have been duly exercised to purchase such Option Shares and such shares have been officially recorded as issued on the Company’s official stockholder records, no person or entity shall be entitled to vote, receive dividends or be deemed for any purpose the holder of any Option Shares, and adjustments for dividends or otherwise shall be made only if the record date therefor is subsequent to the date such shares are recorded and after the date of exercise and without duplication of any adjustment.

(c) Plan Document Governs. The Option is granted pursuant to the Plan, and the Option and this Option Agreement are in all respects governed by the Plan and subject to all of the terms and provisions thereof, whether such terms and provisions are incorporated in this Option Agreement by reference or are expressly cited. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Plan. Any inconsistency between the Option Agreement and the Plan shall be resolved in favor of the Plan. Participant hereby acknowledges receipt of a copy of the Plan.

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(d) Investment Representation and Agreement. The Committee may require the Participant to furnish to the Company, prior to the issuance of any shares of Common Stock upon the exercise of all or any part of this Option, an agreement (in such form as the Committee may specify) in which the Participant represents that the shares of Common Stock acquired by him or her upon exercise are being acquired for investment and not with a view to the sale or distribution thereof.

(e) Beneficiary Designation. The Participant may, from time to time, in accordance with procedures set forth by the Committee, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Option Agreement is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Committee during the Participant’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate or exercised by the Participant’s estate.

(f) Administration. This Option Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Option Agreement, all of which shall be binding upon the Participant.

(g) No Vested Right In Future Awards. Participant acknowledges and agrees (by executing this Option Agreement) that the granting of Options under this Option Agreement are made on a fully discretionary basis by the Company and that this Option Agreement does not lead to a vested right to further Option awards in the future.

(h) Use Of Personal Data. By executing this Option Agreement, Participant acknowledges and agrees to the collection, use, processing and transfer of certain personal data, including his or her name, salary, nationality, job title, position, and details of all past Awards and current Awards outstanding under the Plan (“Data”), for the purpose of managing and administering the Plan. The Participant is not obliged to consent to such collection, use, processing and transfer of personal data, but a refusal to provide such consent may affect his or her ability to participate in the Plan. The Company, or its Subsidiaries, may transfer Data among themselves or to third parties as necessary for the purpose of implementation, administration and management of the Plan. These various recipients of Data may be located elsewhere throughout the world. The Participant authorizes these various recipients of Data to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Plan. The Participant may, at any time, review Data with respect to the Participant and require any necessary amendments to such Data. The Participant may withdraw his or her consent to use Data herein by notifying the Company in writing; however, the Participant understands that by withdrawing his or her consent to use Data, the Participant may affect his or her ability to participate in the Plan.

(i) Severability. In the event that any provision of this Option Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Option Agreement, and this Option Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.

(j) Waiver; Cumulative Rights. The failure or delay of either party to require performance by the other party of any provision hereof shall not affect its right to require performance of such provision unless and until such performance has been waived in writing. Each and every right hereunder is cumulative and may be exercised in part or in whole from time to time.

(k) Notices. Any notice which either party hereto may be required or permitted to give the other shall be in writing and may be delivered personally or by mail, postage prepaid, addressed to the Secretary of the

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Company, at its then corporate headquarters, and the Participant at the Participant’s address as shown on the Company’s records, or to such other address as the Participant, by notice to the Company, may designate in writing from time to time.

(l) Counterparts. This Option Agreement may be signed in two counterparts, each of which shall be an original, but both of which shall constitute but one and the same instrument.

(m) Successors and Assigns. This Option Agreement shall inure to the benefit of and be binding upon each successor and assign of the Company. All obligations imposed upon the Participant, and all rights granted to the Company hereunder, shall be binding upon the Participant’s heirs, legal representatives and successors.

(n) Governing Law. This Option Agreement and the Option granted hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to provisions thereof regarding conflict of laws.

(o) Entire Agreement. This Option Agreement, together with the Plan, constitute the entire obligation of the parties hereto with respect to the subject matter hereof and shall supersede any prior expressions of intent or understanding with respect to this transaction.

(p) Amendment. Any amendment to this Option Agreement shall be in writing and signed by the Company.

(q) Headings. The headings contained in this Option Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Option Agreement.

IN WITNESS WHEREOF, the Company has caused this Option Agreement to be duly executed by an officer thereunto duly authorized, and the Participant has hereunto set his or her hand, all as of the day and year first above written.

ZEBRA TECHNOLOGIES CORPORATION	PARTICIPANT
By:
Name:	Name:
Title:

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