S-8

Registration No.:                      

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ZEBRA TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	36-2675536
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

333 Corporate Woods Parkway, Vernon Hills, Illinois 60061

(847) 634-6700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

AMENDED AND RESTATED NAVIS HOLDINGS, LLC 2000 OPTION PLAN

(Full Title of the Plans)

Noel Elfant

Vice President, Secretary and General Counsel

Zebra Technologies Corporation

333 Corporate Woods Parkway, Vernon Hills, Illinois 60061

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Matthew S. Brown

Katten Muchin Rosenman LLP

525 West Monroe Street

Chicago, Illinois 60661-3693

(312) 902-5200

CALCULATION OF REGISTRATION FEE

Title Of Each Class of Securities To Be Registered	Amount To Be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount Of Registration Fee
Class A Common Stock of the Company, par value $.01 per share	150,258	$18.3462	$2,756,663.32	$84.63

(1) This Form S-8 is registering 150,258 shares of Class A Common Stock of Zebra Technologies Corporation (“Zebra”) representing the number of shares to be issued upon the exercise of options outstanding under the Amended and Restated Navis Holdings, LLC 2000 Option Plan (the “Navis 2000 Option Plan”), after giving effect to the merger of Nero Acquisition LLC with and into Navis Holdings, LLC (“Navis”), pursuant to which such options were converted to be exercisable for shares of Zebra Class A Common Stock (“Zebra Common Stock”).

This registration statement shall also cover any additional shares of common stock which become issuable under the Navis 2000 Option Plan by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Company’s receipt of consideration which would increase the number of outstanding shares of Zebra Common Stock.

(2) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the Proposed Maximum Offering Price Per Share and the Proposed Maximum Offering Price for the 150,258 shares of Zebra Common Stock subject to outstanding options under the Navis 2000 Option Plan are based on the weighted average exercise price for such options. Such estimate is used solely for the calculation of the registration fee.

EXPLANATORY STATEMENT

    This registration statement covers 150,258 shares of Class A Common Stock of Zebra Technologies Corporation, a Delaware corporation (“Zebra” or the “Company”), available for issuance upon exercise of outstanding options granted under the Amended and Restated Navis Holdings, LLC 2000 Option Plan (the “Plan”), which the Company assumed pursuant to the Agreement and Plan of Merger (the “ Merger Agreement”), dated as of October 15, 2007, by and between Zebra, Nero Acquisition LLC, a Delaware limited liability company and wholly-owned subsidiary of Zebra (“Merger Sub”), Navis Holdings, LLC, a Delaware limited liability company (“Navis”), and Navis Corporation, a California corporation, acting solely in its capacity as the members’ representative and not in its individual capacity.

    Pursuant to the Merger Agreement, Merger Sub merged with and into Navis, and at the effective time of the merger, each option to acquire shares of Navis Class E Shares granted pursuant to the Plan that was outstanding and unvested immediately prior to the effective time of the merger was converted into the right to receive shares of Class A Common Stock of Zebra, par value $0.01 per share (the “Zebra Common Stock”), as adjusted to reflect the exchange ratio.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

    The documents containing the information specified in Part I of this Registration Statement on Form S-8 will be sent or given to the participants in the Plan as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents need not be filed with the Securities and Exchange Commission (“SEC”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement on Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

    The documents containing the information specified in Item 1 of Form S-8 and the statement of availability be sent or given to participants in the Plan as specified by Rule 428 under the Securities Act. Such documents are not required to be and are not filed with the SEC pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

    The following documents previously filed by the Company with the SEC are incorporated by reference in this registration statement:

    The SEC allows the Company to incorporate by reference the information that the Company discloses in its filings with the SEC. Incorporation by reference means that the Company can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part hereof, and later information that the Company files with the SEC will automatically update and supersede this information. The following documents previously filed by the Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

• The Company’s annual report on Form 10-K for the fiscal year ended December 31, 2006 filed with the SEC on March 1, 2007;

• The Company’s current reports on Form 8-K filed January 11, 2007, January 26, 2007, April 23, 2007, May 1, 2007, September 4, 2007, October 16, 2007, November 21, 2007, December 17, 2007, and December 17, 2007.

• The Company’s quarterly reports on Form 10-Q for the quarterly periods ended March 31, 2007, June 30, 2007 and September 29, 2007; and

• The description of the Company’s Class A Common Stock contained in the Company’s Registration

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Statement on Form 8-A filed with the SEC on July 15, 1991 pursuant to Section 12 of the Exchange Act, and all amendments thereto and reports filed for the purpose of updating such description.

    In addition, all documents that the Company files pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the date of this registration statement and prior to the filing of a post-effective amendment indicating that all securities offered pursuant to this registration statement have been sold or deregistering all of the securities then remaining unsold shall be deemed to be incorporated by reference in this registration statement and to be part of this registration statement from the date of filing of those documents.

    Any statement contained in a document incorporated or deemed to be incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this registration statement or in any subsequently filed document which also is or is deemed to be incorporated by reference in this registration statement modifies or supersedes that statement. Any statement incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

    Not applicable.

Item 5. Interests of Named Experts and Counsel

    Not applicable.

Item 6. Indemnification of Directors and Officers.

    Article Nine of the Company’s Certificate of Incorporation, as amended, provides that the Company shall indemnify its directors to the full extent permitted by the Delaware General Corporation Law and may indemnify its officers to such extent, except that the Company shall not be obligated to indemnify any such person (1) with respect to proceedings, claims or actions initiated or brought voluntarily by any such person and not by way of defense, or (2) for any amounts paid in settlement of an action indemnified against by the Company without the prior written consent of the Company. The Company has also entered into indemnity agreements with each of its directors and certain of its officers. These agreements may require the Company, among other things, to indemnify such officers and directors against certain liabilities that may arise by reason of their status or service as directors or officers, to advance expenses to them as they are incurred, provided that they undertake to repay the amount advanced if it is ultimately determined by a court that they are not entitled to indemnification, and to obtain directors’ and officers’ liability insurance if available on reasonable terms.

    In addition, Article Eight of the Company’s Certificate of Incorporation, as amended, provides that a director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of his or her fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the Company or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the General Corporation Law of the State of Delaware, or (4) for any transaction from which the director derives an improper personal benefit.

    Reference is made to Section 145 of the General Corporation Law of the State of Delaware which provides for indemnification of directors and officers in certain circumstances.

    The Company has an insurance policy which entitles the Company to be reimbursed for certain indemnity payments it is required or permitted to make to its directors and officers.

Item 7. Exemption from Registration Claimed.

    Not applicable.

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Item 8. Exhibits.

Exhibit Number	Description
4.1*	Amended and Restated Navis Holdings, LLC 2000 Option Plan.
4.2	Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006).
4.3	Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 29, 2007).
5.1*	Opinion of Katten Muchin Rosenman LLP, as to the validity of the Class A Common Stock.
23.1*	Consent of Katten Muchin Rosenman LLP (included in its opinion filed as Exhibit 5.1).
23.2*	Consent of Ernst & Young LLP.
23.3*	Consent of KPMG LLP.
24.1*	Powers of Attorney (included on the signature page hereto).

* Filed herewith.

Item 9. Undertakings.

(a) The Company hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The Company hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities

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Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to the Company’s directors, officers, and controlling persons pursuant to the foregoing provisions or otherwise, the Company has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer, or controlling person of the Company in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Vernon Hills, State of Illinois, on this 19th day of December, 2007.

ZEBRA TECHNOLOGIES CORPORATION
By:	/s/ Anders Gustafsson
	Anders Gustafsson Chief Executive Officer

POWERS OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Anders Gustafsson, Charles R. Whitchurch and Noel Elfant, and each of them severally, acting alone and without the other, his true and lawful attorneys-in-fact and agents, with full power of substitution and revocation, to sign on his behalf, individually and in each capacity stated below, all amendments and post-effective amendments to this registration statement on Form S-8 and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, as amended, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as each might or could do in person, hereby ratifying and confirming each act that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on November 30, 2007.

Signature	Title
/s/ Anders Gustafsson Anders Gustafsson	Chief Executive Officer and Director (Principal Executive Officer)
/s/ Charles R. Whitchurch Charles R. Whitchurch	Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
/s/ Gerhard Cless Gerhard Cless	Executive Vice President, Director
/s/ Michael A. Smith Michael A. Smith	Chairman of the Board of Directors
/s/ Edward L. Kaplan Edward L. Kaplan	Director
/s/ Christopher G. Knowles Christopher G. Knowles	Director
/s/ Ross W. Manire Ross W. Manire	Director
/s/ Dr. Robert J. Potter Dr. Robert J. Potter	Director

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INDEX TO EXHIBITS

Exhibit Number	Description
4.1*	Amended and Restated Navis Holdings, LLC 2000 Option Plan.
4.2	Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006).
4.3	Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 29, 2007).
5.1*	Opinion of Katten Muchin Rosenman LLP, as to the validity of the Class A Common Stock.
23.1*	Consent of Katten Muchin Rosenman LLP (included in its opinion filed as Exhibit 5.1).
23.2*	Consent of Ernst & Young LLP.
23.3*	Consent of KPMG LLP.
24.1*	Powers of Attorney (included on the signature page hereto).

* Filed herewith.

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EX-4.1

Exhibit 4.1

AMENDED AND RESTATED NAVIS HOLDINGS, LLC

2000 OPTION PLAN

    I.         Adoption and Purpose of the Plan. This option plan, to be known as the “Navis Holdings, LLC 2000 Option Plan” (but referred to herein as the “Plan”) was previously adopted by Navis Holdings, LLC, a Delaware limited liability company (“Navis”). As of the “Closing Date” (as defined in the certain Agreement and Plan of Merger dated October 15, 2007, by and between the Company, Nero Acquisition LLC, Navis, and solely with respect to certain sections thereof, Navis Corporation) and in accordance with Sections 424 and 409A of the Code and the regulations promulgated thereunder, any and all options granted and outstanding under the Plan as of the Closing Date shall be converted into options for the purchase of the stock of Zebra Technologies Corporation, a Delaware corporation (the “Company”) and the Plan, together with any Option Agreements evidencing such options shall be assumed by the Company. The purpose of this Plan is to advance the interests of the Company by enabling Navis and its subsidiaries to retain qualified employees, members of the Board of Managers of Navis, officers and independent contractors by providing them with an opportunity for investment in the long term prospects of the Company. The options granted hereunder (“Options”) represent the right by the grantee thereof (each, including any permitted transferee hereunder, an “Optionee”) to acquire shares of Class A Common Stock, par value $.01 per of share, of the Company (“Shares”), subject to the terms and conditions of this Plan and a written agreement between the Company and the Optionee to evidence each such Option (an “Option Agreement”). Notwithstanding anything in the Plan to the contrary, no Options shall be granted hereunder on or after the Closing Date.

    II.         Certain Defintions.   The defined terms set forth in Exhibit A attached hereto and incorporated herein (together with other capitalized terms defined elsewhere in this Plan) will govern the construction of this Plan.

    III.         Eligibility.   The Company may grant Options under this Plan only to persons who, at the time of such grant, are members of the Board of Managers of Navis, or employees, officers or independent contractors of Navis or any of its wholly-owned subsidiaries (“Eligible Participants”), and no Option may be granted to any person after he or she ceases, for any reason, to be an Eligible Participant (a “Loss of Eligibility Status”). Subject to the provisions of section 4 of this Plan, there is no limitation on the number of Options that may be granted to an Eligible Participant. Notwithstanding the foregoing, no Options shall be granted hereunder on or after the Closing Date.

    IV.         Option Pool.   Options may be granted hereunder from time to time only to the extent that the number of Shares (i) that may be issued pursuant to the exercise of all outstanding and unexpired Options granted hereunder (“Option Shares”), and (ii) that have been issued and are outstanding pursuant to the exercise of Options granted hereunder (net of any such Shares that have been reacquired by the Company by repurchase or otherwise), do not exceed, in the aggregate, 150,258 Shares (the “Option Pool”). The Options Pool shall be subject to adjustment in accordance with Section 8 hereof. Notwithstanding the foregoing, no Options shall be granted hereunder on or after the Closing Date.

    V.         Administration.   This Plan will be administered and interpreted by the Board or any committee or person to whom the Board delegates such authority, in whole or in part from time to time (the “Administrator”). Subject to the express terms and conditions hereof, the Administrator is authorized to prescribe, amend and rescind rules and regulations relating to this Plan, and to make all other determinations necessary or advisable for its administration and interpretation. Specifically, the Administrator will have full and final authority in its discretion, subject to the specific limitations on that discretion as are set forth herein, at any time and from time to time:

        A.         to select and approve the Eligibile Participants to whom Options will be granted from time to time hereunder;

        B.         to determine the Fair Market Value of the Shares as of the date Options are granted hereunder;

        C.         with respect to each Option it decides to grant, to determine the terms and conditions of that Option, to be set forth in the Option Agreement evidencing that Option (the form of which also being subject to approval by the Administrator), including at a minimum the following:

         1.         the total number of Option Shares that may be acquired by the Optionee pursuant to that Option;

         2.         the per Share purchase price to be paid by the Optionee to the Company to acquire the Option Shares issuable upon exercise of that Option (the “Option Price”); provided that the Option Price will be greater than or equal to one hundred percent (100%) of the Fair Market Value (or, if the Optionee is a 10% Shareholder, one hundred ten percent (110%) of such Fair Market Value) of the Option Shares as of the Grant Date;

         3.         the maximum period or term during which that Option will be exercisable (the “Option Term”) and/or the last date on which that Option may be exercised (the “Expiration Date”), provided that in no event may the Expiration Date be later than, or the Option Term be longer than, ten (10) years from the Grant Date (or if the Optionee is a 10% Shareholder, five (5) years from the Grant Date, unless the option grant is made under California Corporations Code Section 25102(f), in which case the Expiration Date may be up to ten (10) years from the Grant Date); and provided further that the Option will terminate to the extent not previously exercised prior to the Expiration Date or end of the Option Term, (A) thirty (30) days (increased to ninety (90) days for Options granted on or after May 12, 2005) after the Loss of Eligibility Status of the original holder of the Option, other than by reason of his or her death, Disability or Termination for Cause; (B) six months (increased to twelve (12) months for Options granted on or after May 12, 2005) after such Loss of Eligibility Status by reason of his or her death or Disability; or (C) immediately upon a Termination for Cause, unless longer periods for exercise are specified in the Option Agreement; and

         4.         the conditions (e.g., the passage of time or the occurrence of events), if any, that must be satisfied prior to the vesting of all, or specified portions, of an Option (the vested portion of such Options being referred to as “Vested Option” and the unvested option being referred to as an “Unvested Option”), provided that if the Option Agreement does not otherwise specify a different vesting schedule (which different schedule will provide for vesting of not less than twenty percent (20%) of the Option per year), the Option will initially be deemed an Unvested Option but twenty five percent (25%) of the Option will become a Vested Option on the one year anniversary of the Grant Date and the balance will become a Vested Option monthly thereafter over a three year period such that the Option will become entirely a Vested Option as of the four year anniversary of the Grant Date; provided that on the relevant date the original holder of the Option is and has remained an Eligible Participant through and including such date.

Notwithstanding the foregoing, no Options shall be granted hereunder on or after the Closing Date.

        D.         to determine the form or forms of legal consideration, if any, in addition to cash that the Company will accept as payment of all or a portion of the Option Price and/or Tax Withholding Liability to be paid by the Optionee upon the exercise of an Option granted hereunder, and to determine the fair market value of such consideration.

With respect to any person whose transactions in Shares is subject to Section 16 of the Securities Exchange Act of 1934, as amended, the Plan shall at all times be administered in compliance with the requirements, if any, of Rule 16b-3 under such Act.

        VI.         Additional Terms and Conditions of Option Agreements.   Each Option granted hereunder shall be evidenced by an Option Agreement evidencing the same entered into by and between the Optionee and a duly authorized representative of the Company. In addition to the terms and conditions thereof to be determined by the Administrator pursuant to section 5(c) above, unless otherwise stated therein, each Option Agreement will be deemed to include the following terms and conditions:

        A.         Exercise of the Option.   That portion of the Option that is a Vested Option may be exercised by giving written notice thereof to the Company, on such form as may be specified by the Administrator,

if any, but in any event stating the number of full Option Shares to be purchased and giving such assurances of the Optionee’s investment intent as the Company may require to ensure that the transaction complies in all respects with the requirements of the Securities Act of 1933, as amended, and other applicable securities laws. The notice of exercise will be accompanied by (1) full payment of the Option price for the number of Option Shares to be purchased, in United States dollars, in cash or by check made payable to the Company; (2) by tendering previously acquired Shares that have 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; (3) a combination of (1) and (2); (4) by withholding shares that otherwise would be acquired on exercise having an aggregate Fair Market Value at the time of exercise equal to the total Option price; (5) 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; or (6) such other form of legal consideration for the purchase of Shares as may be approved by the Administrator, in its discretion. In addition, as a condition to the exercise of an Option, the Optionee will tender to the Company the amount of the applicable Tax Withholding liability in connection with that exercise, in cash, by check made payable to the Company, or in the form of such other payment as may be approved by the Administrator, in its discretion.

        B.         Option Early Exercise.   Notwithstanding any other provisions of this Plan, on and after May 12, 2005, outstanding Options that are not Vested Options may be exercised by Optionees who are Eligible Participants prior to vesting, subject to the Optionee (and his or her spouse, if any) entering into a Restricted Share Purchase Agreement (and any accompanying documentation) with the Company. The Restricted Share Purchase Agreement shall provide the Company with the right to repurchase, upon Optionee’s Loss of Eligibility Status and at the lesser of (1) the original purchase price paid by the Optionee, and (2) the fair market value of the Shares on the date of repurchase, Shares that would not have otherwise vested pursuant to the vesting schedule of the related Option, and such other terms and conditions as are determined by the Administrator in its sole discretion.

        C.         Options Nontransferable.   No Option will be transferable by the Optionee otherwise than by will or the laws or descent and distribution. During the lifetime of the Optionee, the Option will be exercisable only by him or her. Notwithstanding anything else in this Plan to the contrary, no Option Agreement will contain any provision which is contrary to, or which modifies the provisions of this section 6(c).

        D.         Business Combination.   In the event of a Business Combination, the Board, in its sole discretion, may determine that it is in the best interests of the Company, and if so may take all appropriate action, either to:

         1.         cancel all outstanding Options granted hereunder effective as of the consummation of the Business Combination and, in connection with each Option, any portion of which is a Vested Option, either (A) notify the holder of the Option of the proposed Business Combination reasonably prior to its consummation so that the holder will have an opportunity to exercise the Vested Option immediately prior to such consummation, or (B) make a payment to the Optionee equal to the amount, if any, by which the Fair Market Value per Share of the Option Shares subject to the Vested Option exceeds the Option Price, multiplied by the number of Option Shares that are subject to the Vested Option, such payment to be made either in cash or in Shares having a Fair Market Value as of the date of issuance equal to such excess amount; or

         2.         require the Successor Entity in such Business Combination to assume the outstanding Options or substitute therefor comparable options of such Successor Entity.

        E.         Compliance with Law.   Notwithstanding any other provision of this Plan, Options may be granted pursuant to this Plan, and Option Shares may be issued pursuant to the exercise thereof by an Optionee, only after and on the condition that there has been compliance with all applicable federal and state securities laws.

        F.         Notices.   Any notice to be given to the Company under the terms of an Option Agreement will be addressed to the Company at its principal executive office, Attention: Chief Financial Officer, or at such other address as the Company may designate in writing. Any notice to be given to an Optionee will be addressed to him or her at the address provided to the Company by the Optionee. Any such notice will be deemed to have been duly given if and when enclosed in a properly sealed envelope, addressed as aforesaid, deposited, postage prepaid, in a post office or branch post office regularly maintained by the United States Postal Service.

         G.         Other Provisions.   The Option Agreement may contain such other terms, provisions and conditions, not inconsistent with this Plan, as may be determined by the Administrator in its sole discretion.

    VII.        Term of the Plan.   This Plan became effective as of February 29, 2000, and will remain in effect until the tenth (10^th) anniversary of the date of its adoption by the Board of Managers of Navis, unless it is terminated earlier pursuant to section 10 of this Plan.

    VIII.        Adjustments Upon Changes in Shares.   In the event of any change in the Shares as a result of a split, reverse split, distribution, recapitalization, combination or reclassification, appropriate proportionate adjustments will be made in: (i) the aggregate number of Option Shares that are reserved for issuance in the Option Pool, pursuant to section 4 above, under outstanding Options, (ii) the Option Price and the number of Option Shares that may be exercised under each outstanding Option granted hereunder; (iii) the number of vested and unvested Shares subject to a Restricted Share Purchase Agreement; and (iv) other rights and matters determined on a per Share basis under this Plan, any Option Agreement evidencing an outstanding Option granted hereunder or under any Restricted Share Purchase Agreement. Any such adjustments will be made only by the Administrator, and when so made will be effective, conclusive and binding for all purposes with respect to this Plan, all Options then outstanding and any Shares subject to Restricted Share Purchase Agreements. No such adjustments will be required by reason of the issuance or sale by the Company for cash or other consideration of additional Shares or securities convertible into or exchangeable for Shares.

    IX.         Modification, Extension and Renewal of Options; Governing Law.   Subject to the terms and conditions and within the limitations of this Plan, the Administrator may modify, extend or renew outstanding Options granted under this Plan, or accept the surrender of outstanding Options (to the extent not theretofore exercised) and authorize the granting of new Options in substitution therefor (to the extent not theretofore exercised). Notwithstanding the foregoing, however, no modification of any Option will, without the consent of the Optionee, alter or impair any rights or obligations under any outstanding Option. This Plan will be governed by, and construed in accordance with, the laws of the State of California.

    X.         Amendment and Discontinuance.   The Administrator may amend, suspend or discontinue this Plan at any time or from time to time; provided that no such action may impair any Option previously granted under this Plan without the consent of the holder thereof, nor may the number of Option Shares in the Option Pool be reduced to a number that is less than the aggregate number of Option Shares (i) that may be issued pursuant to the exercise of all outstanding pursuant to the exercise of Options granted hereunder (net of any such Shares that have been reacquired by the Company by repurchase or otherwise).

    XI.         No Shareholder Rights.   No rights or privileges of a shareholder of the Company are conferred by reason of the granting of an Option. No Optionee will become a shareholder of the Company with respect to any Option Shares unless and until the Option has been properly exercised, the Option Price fully paid as to the portion of the Option exercised, and some portion of the underlying Option Shares have vested.

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AMENDED AND RESTATED NAVIS HOLDINGS, LLC

2000 OPTION PLAN

EXHIBIT A

DEFINITIONS

    1.         “10% Shareholder” means a person who owns, either directly or indirectly by virtue of the ownership attribution provisions set forth in Section 424(d) of the Code at the time he or she is granted an Option, equity interests in the Company possessing more than ten percent (10%) of the aggregate outstanding equity interests of the Company.

    2.         “Board” means the Board of Directors of the Company.

    3.         “Business Combination” means a transaction resulting in (a) the sale of all or substantially all of the assets of the Company, or (b) a merger or consolidation or other reorganization in which the Company is not the surviving entity or becomes owned entirely by another entity.

    4.         “Code” means the Internal Revenue Code of 1986, as amended (references herein to Sections of the Code are intended to refer to Sections of the Code as enacted at the time of the Plan’s adoption by the Board as subsequently amended, or to any substantially similar successor provisions of the Code resulting from recodification, renumbering or otherwise).

    5.         “Disability” means “permanent and total disability” within the meaning of Section 22(e)(3) of the Code.

    6.         “Fair Market Value” means, with respect to the Shares and as of the date that is relevant to such determination (e.g., the date on Option is granted hereunder), the market price per share of such Shares determined by the Administrator, consistent with the following: (a) if the Shares are traded on a stock exchange on the date in question, then the Fair Market Value will be equal to the closing price reported by the applicable composite-transactions report for such date; (b) if the Shares are traded over-the-counter on the date in question and are classified as a national market issue, then the Fair Market Value will be equal to the last-transaction price quoted by the NASDAQ system for such date; (c) if the Shares are traded over-the-counter on the date in question but are not classified as a national market issue, then the Fair Market Value will be equal to the mean between the last reported representative bid and asked prices quoted by the NASDAQ system for such date; and (d) if none of the foregoing provisions is applicable, then the Fair Market Value will be determined by the Administrator in good faith on such basis as it deems appropriate, taking into consideration the provisions of Section 260.140.50 of Title 10 of the California Code of Regulations.

    7.         “Grant Date” means, with respect to an Option, the date on which the Option Agreement evidencing that Option is entered into between the Company and the Optionee, or such other date as may be set forth in that Option Agreement as the “Grant Date” which will be the effective date of that Option Agreement.

    8.         “Restricted Share Purchase Agreement” means the Agreement entered into by and between an Optionee and the Company upon the exercise of an Option prior to vesting pursuant to Section 6(b) hereof.

    9.         “Successor Entity” means a corporation or other entity that acquires all or substantially all of the assets of the Company, or which is the surviving or parent entity resulting from a Business Combination.

    10.         “Tax Withholding Liability” in connection with the exercise of any Option means all federal and state income taxes, social security tax, and any other taxes applicable to the compensation income arising from the transaction required by applicable law to be withheld by the Company.

    11.         “Termination for Cause” means termination by reason of “cause” as defined by applicable law or by reason of the good faith determination of the Administrator that the Optionee has engaged in any acts which breach any fiduciary or contractual duty to the Company or any of its subsidiaries, in any acts involving dishonesty or moral turpitude or in any acts that materially and adversely affect the business, affairs or reputation of the Company or any of its subsidiaries.

EX-5.1

Exhibit 5.1

December 17, 2007

Zebra Technologies Corporation

333 Corporate Woods Parkway

Vernon Hills, Illinois 60061

Re: Registration Statement on Form S-8

Dear Ladies and Gentlemen:

We have acted as counsel for Zebra Technologies Corporation, a Delaware corporation (the “Company”), in connection with the preparation and filing of a Registration Statement on Form S-8 (the “Registration Statement”) for the registration under the Securities Act of 1933, as amended (the “Act”), of an aggregate of 150,258 shares (the “Shares”) of the Company’s Class A Common Stock, $.01 par value per share (the “Common Stock”). The Shares may be issued pursuant to the Amended and Restated Navis Holdings, LLC 2000 Option Plan (the “Plan”). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

We have examined and relied upon originals, or copies certified or otherwise identified to our satisfaction, of such documents and corporate and public records as we deemed necessary as a basis for the opinion hereinafter expressed. In connection with this opinion, we have assumed the legal capacity of all natural persons, the accuracy and completeness of all documents and records that we have reviewed, the genuineness of all signatures, the authenticity of the documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or reproduced copies.

Based upon and subject to the foregoing, we are of the opinion that, when certificates representing the Shares in the form of the specimen certificate examined by us have been manually signed by an authorized officer of the transfer agent and registrar for the Common Stock or the Shares have been registered and issued electronically into a book entry account maintained by the Company’s transfer agent through The Depository Trust Company or through the Direct Registration System, and when such Shares are issued and delivered by the Company (and, to the extent applicable, paid for) in accordance with the terms of the Plan, up to 150,258 Shares issuable under the Plan and covered by the Registration Statement will be validly issued, fully paid and non-assessable.

Our opinion expressed above is limited to the General Corporation Law of the State of Delaware, the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such laws, and we do not express any opinion herein concerning any other laws. This opinion is given as of the date hereof and we assume no obligation to advise you of changes that may hereafter be brought to our attention. In connection therewith, we hereby consent to the use of this opinion for filing as Exhibit 5 to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the related rules and regulations thereunder.

Very truly yours,

/s/ Katten Muchin Rosenman LLP

KATTEN MUCHIN ROSENMAN LLP

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this registration statement on Form S-8 of Zebra Technologies Corporation (“Zebra”) pertaining to the Amended and Restated Navis Holdings, LLC 2000 Option Plan, of our reports dated February 28, 2007, with respect to the December 31, 2006 consolidated financial statements and schedule of Zebra Technologies Corporation, Zebra Technologies Corporation management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Zebra Technologies Corporation, included in its Annual Report (Form 10-K) for the year ended December 31, 2006, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Chicago, Illinois

December 17, 2007

EX-23.3

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Zebra Technologies Corporation:

We consent to the incorporation by reference in this registration statement on Form S-8 of Zebra Technologies Corporation pertaining to the Amended and Restated Navis Holdings, LLC 2000 Option Plan, of our reports dated March 2, 2005, except as to the 2004 adjustments in Note 2, which are as of February 28, 2007, with respect to the consolidated statements of earnings, comprehensive income, stockholders’ equity and cash flows for year ended December 31, 2004, and the related consolidated financial statement schedule, which reports appear in the annual report on Form 10-K for the year ended December 31, 2006.

Our report refers to the restatement of the consolidated financial statements for the year ended December 31, 2004 for the adoption of Statement of Financial Accounting Standards No. 123(R), Share-Based Payment, using the modified retrospective application method.

/s/ KPMG LLP

Chicago, Illinois

December 17, 2007