Exhibit 10.23


 


	
  

  	
  

  	
   

  	
   

  
	
   

  	
  333
  Corporate Woods Parkway

  	
   

  	
   

  
	
   

  	
  Vernon
  Hills, Illinois 60061.3109 U.S.A.

  	
   

  	
   

  
	
   

  	
  Telephone
  +1.847.634.6700

  	
   

  	
   

  
	
   

  	
  Facsimile
  +1.847.913.8766

  	
   

  	
   

  
	
   

  	
  www.zebracorporation.com

  	
   

  	
   

  



 


Edward L. Kaplan


Chairman and CEO


 


 


February 4, 2002


 


Mr. John Paxton


14338 Laurel Trail


Wellington, FL  33414


 


 


Dear John:


 


This letter confirms our verbal understanding of my offer to you to
join Zebra Technologies Corporation as President, Barcode Business Unit
reporting directly to me. With acceptance of this position, you will be part of
Zebra’s top management team. I am excited about your ability to contribute to
our company’s future growth and look forward to having you as a member of our
team. I would like your effective start date to be Wednesday, February 20, 2002.


 


Base and Pay Bonus: Your base salary will be
$500,000 on an annual basis. This will be payable on a bi-weekly basis, in the
amount of $19,230.76.   There is also a
significant Management Bonus Plan opportunity that has a target equal to 60% of
base earnings, which when annualized is $300,000. Thus, the annualized base
plus target bonus is $800,000.  Upon
your arrival, we will meet to establish objectives and the criteria which will
be used for your participation in the Management Bonus Plan.


 


Stock Options:  Also, you will be granted a Stock Option for 100,000 shares of
Zebra Class A Common Stock on your first day of employment. The grant price of
these shares will be based upon the closing price of Zebra’s stock as listed on
the Nasdaq at the conclusion of your first day of employment. Zebra
Technologies Corporation Stock Options vest over 5 years at the rate of 15% on
the first anniversary of the grant, 17.5% on the second anniversary, 20% on the
third anniversary, 22.5% on the fourth anniversary and the remaining 25% on the
fifth anniversary. Zebra options have a ten-year life from the date of
grant.  This means that the value of
your option can appreciate for ten years from the Grant Date before you are
required to exercise.  You may sell up
to 100% of the shares you acquire upon exercise of each of your options with no
holding period.


 


Future options are granted at the discretion of the Board of Directors
and the CEO.


 


Other Benefits:  Zebra offers family coverage in the Zebra healthcare plan
(medical/dental), life insurance coverage of $150,000 and other Zebra employee
benefit plans in accordance with the plan documents or company policy.  You will be eligible to participate in the
company’s Profit Sharing and Savings Plan and the Employee Stock  Purchase
Plan (attached) in accordance with the plan documents.  The Company retains its existing right to
amend or terminate at any time any employee benefit plan.


 


Relocation: 
Relocation costs will be reimbursed per our standard relocation policy.
Please review the attached policy and assess your needs so that we can work out
the details.


 


Vacation:  
With respect to vacation, in addition to the standard vacation plan, you
will receive additional paid vacation days so that in total, you will not have
less than three weeks vacation per year.


 

















 


Termination: 
If you are terminated for other than cause, you will receive severance
pay as follows:


•      12
months of base compensation


•      12
months of outplacement services


•      Payout
will cease when you start employment at your next job.


 


Resignation: 
You will be required to provide six (6) weeks written notice if you
resign from Zebra.


 


Zebra Technologies Corporation expects each of its employees who have
access to confidential business information to keep such information
confidential. It is customary for all associates to sign an Employment
Agreement, which contains a non-compete clause. We are including our standard
Employment Agreement for you to review. In light of your vast industry
background and experience, I would like to discuss with you what is appropriate
in your situation. It is also our policy to avoid the use of confidential
information, which you may have concerning your previous employer.


 


This offer is subject to your review and is contingent upon successful
completion of the referencing process. 
Your employment is also subject to passing a drug screening which will
be scheduled for you.


 


Your employment is for no specific period of time, and both you and the
Company may terminate the employment relationship per the above agreement.  However, it is my understanding that if you
accept this offer, you are making a 5 year commitment to Zebra that is not
legally binding.


 


The letter contains the entire agreement concerning our offer of
employment and may not be modified or changed unless in writing and signed by
me.


 


To acknowledge acceptance of this offer, please sign and return to me
one copy of this letter.


 


	
  Best regards,

  	
   

  	
  ACCEPTED:

  
	
   

  	
   

  	
   

  
	
  /s/ Edward L. Kaplan

  	
   

  	
  /s/ John Paxton

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Edward L. Kaplan

  	
   

  	
  John Paxton

  	
   

  
	
  Chairman and CEO

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  February 17, 2002

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date