Note 13 – Equity-Based Compensation

Zebra has an equity-based compensation plan and a stock purchase plan available for future grants. Zebra recognizes compensation costs using the straight-line method over the vesting period of 1 month to 5 years.

The compensation expense and the related tax benefit for equity-based payments were included in the Consolidated Statement of Earnings as follows (in thousands):


	Three Months Ended
	March 31, 2012		April 2, 2011
Cost of sales	$	235	$	233
Selling and marketing		361		273
Research and development		388		319
General and administrative		2,816		2,188

Total compensation	$	3,800	$	3,013

Income tax benefit	$	1,021	$	1,046

Cash flows resulting from the tax benefits from tax deductions in excess of the compensation cost recognized (excess tax benefits) are classified as financing cash flows in the statement of cash flows. The tax benefits classified as financing cash flows for the three months ended March 31, 2012 was $66,000 and for the three months ended April 2, 2011 was $645,000.

The fair value of equity-based compensation is estimated on the date of grant using a binomial model. Volatility is based on an average of the implied volatility in the open market and the annualized volatility of Zebra stock prices over our entire stock history. Stock option grants in the table below include both stock options, all of which were non-qualified, and stock appreciation rights (SAR) that will be settled in Zebra stock. The following table shows the weighted-average assumptions used for grants of stock options and SARs as well as the fair value of the grants based on those assumptions:


		Three Months Ended
		March 31, 2012		April 2, 2011
Expected dividend yield		0%		0%
Forfeiture rate		11.50%		9.78%
Volatility		35.33%		39.50%
Risk free interest rate		2.01%		2.26%
- Range of interest rates		0.01% - 3.18%		0.06% - 3.41%
Expected weighted-average life		5.42 years		5.36 years
Fair value of options and SARs granted	$	0	$	132,000
Weighted-average grant date fair value of options and SARs granted	$	0	$	14.40

SAR activity was as follows:


	Three Months Ended March 31, 2012
SARs	Shares			Weighted-Average Exercise Price
Outstanding at beginning of year		1,287,724		$	28.91
Granted		0			0.00
Exercised		(17,343	)		24.49
Forfeited		(10,665	)		34.45

Outstanding at end of period		1,259,716		$	28.93

Exercisable at end of period		293,246		$	23.37

Intrinsic value of exercised SARs	$	269,978

The terms of the SARs are established under either the 2006 Incentive Compensation Plan or the 2011 Long-term Incentive Plan (the "Plans") and the applicable SAR agreement. Once vested, a SAR entitles the holder to receive a payment equal to the difference between the per-share base price of the SAR and the fair market value of a share of Zebra stock on the date the SAR is exercised, multiplied by the number of SARs exercised. Exercised SARs are settled in whole shares of Zebra stock, and any fraction of a share is settled in cash. The SARs granted typically vest annually in four equal amounts on each of the first four anniversaries of the grant date, with some SARs vesting over a period of five years. All SARs expire 10 years after the grant date.

The following table summarizes information about SARs outstanding at March 31, 2012:


	Outstanding						Exercisable
Range of Exercise Prices	Number of Shares		Weighted-Average Remaining Contractual Life		Weighted-Average Exercise Price		Number of Shares		Weighted-Average Exercise Price
$ 19.56-$19.56		403,506		7.10 years	$	19.56		172,175	$	19.56
$ 21.83-$27.50		57,014		7.60 years		24.83		39,203		24.51
$ 27.82-$27.82		420,872		8.10 years		27.82		62,687		27.82
$ 28.33-$40.10		33,483		8.84 years		32.08		3,136		32.26
$ 41.57-$42.36		344,841		9.10 years		41.61		16,045		42.36

		1,259,716						293,246


	Outstanding		Exercisable
Aggregate intrinsic value	$	13,133,000	$	4,498,000
Weighted-average remaining contractual term		8.1 years		7.5 years

Stock option activity was as follows:


	Three Months Ended March 31, 2012
Options	Shares			Weighted-Average Exercise Price
Outstanding at beginning of year		1,702,650		$	40.43
Granted		0			0.00
Exercised		(48,561	)		26.94
Forfeited		(1,663	)		36.36
Expired		(12,150	)		45.93

Outstanding at end of period		1,640,276		$	40.79

Exercisable at end of period		1,538,022		$	41.18

Intrinsic value of exercised options	$	545,701

The following table summarizes information about stock options outstanding at March 31, 2012:


	Outstanding						Exercisable
Range of Exercise Prices	Number of Shares		Weighted-Average Remaining Contractual Life		Weighted-Average Exercise Price		Number of Shares		Weighted-Average Exercise Price
$ 1.29-$36.49		477,658		4.91 years	$	32.25		382,829	$	31.67
$ 36.80-$41.25		384,646		5.06 years		39.80		377,221		39.85
$ 42.28-$45.62		401,316		3.49 years		44.51		401,316		44.51
$ 46.18-$51.62		374,856		2.70 years		48.63		374,856		48.63
$ 53.92-$53.92		1,800		2.16 years		53.92		1,800		53.92

		1,640,276						1,538,022


	Outstanding		Exercisable
Aggregate intrinsic value	$	3,160,000	$	2,785,000
Weighted-average remaining contractual term		4.1 years		4.0 years

Restricted stock award activity, granted under the Plans are as follows:


	Three Months Ended March 31, 2012
Restricted Stock Awards	Shares			Weighted-Average Grant Date Fair Value
Outstanding at beginning of year		836,141		$	28.34
Granted		2,948			39.01
Released		0			0.00
Forfeited		(5,155	)		32.58

Outstanding at end of period		833,934		$	28.35

Zebra's restricted stock awards are expensed over the vesting period of the related award, typically three to five years. Compensation cost is calculated as the market date fair value on the grant date multiplied by the number of shares granted.


	As of
	March 31, 2012
Awards granted under Zebra's equity based compensation plans:
Unearned compensation costs related to awards granted	$	16,622,000
Period expected to be recognized over		2.2 years

The fair value of the purchase rights of all Zebra employees issued under the stock purchase plan is estimated using the following weighted-average assumptions for purchase rights granted. Expected lives of three months to one year have been used along with these assumptions.


	Three Months Ended
	March 31, 2012			April 2, 2011
Fair market value	$	35.78		$	37.99
Option price	$	33.99		$	36.09
Expected dividend yield		0	%		0	%
Expected volatility		20	%		26	%
Risk free interest rate		0.02	%		0.12	%