Exhibit 10.1




 




DIRECTORS and OFFICERS




EMPLOYMENT AGREEMENT




 




                I, John Paxton (the “Employee”)

understand my employment with Zebra Technologies Corporation (“Zebra”), will

give me access to information which Zebra regards as confidential and

proprietary to its business and, if known to its competitors, would damage

Zebra. My employment also may give me access to Zebra’s customers which are a

unique and valuable asset to Zebra. Accordingly, so that there will be no

misunderstanding in the future regarding these matters, in consideration of my

employment or continued employment and for other good and valuable

consideration, I agree to the following:




 




1.             Zebra wishes to employ me and I

wish to be employed by Zebra. I understand that my employment and the compensation

which I receive from Zebra is subject to my promises and obligations set forth

in this Agreement. Zebra has also agreed that it will offer me employment

subject to the terms in this Agreement on the condition that I comply with my

obligations described in this Agreement which are deemed ancillary to my

employment relationship with Zebra.




 




2.             Zebra has hired me

for the position of President, Barcode Business Unit. The primary duties and

expectations of this position have been described to me, and they will be

available to me for review in the office of Zebra’s Vice President, Human

Resources. As of the execution date of this Agreement, my salary for performing

these services is $19,230.76 per two-week pay period (annualized $500,000.00)

during the time I am employed by Zebra. In 2002, I will participate in the

management bonus plan at the annual target level of 60% of base earnings. Zebra

has agreed to pay me and I understand that I am eligible for salary increases

consistent with and subject to the normal and usual practices and guidelines

which apply to Zebra’s other employees that are similarly situated to me.




 




3.             In addition to my

salary, I understand that I also am available for all other fringe benefits

provided by Zebra to other similarly situated employees (i.e., vacation,

holidays, etc.) on the same basis and to the same extent as such applicable

benefits are provided to all other similarly situated employees and subject to

the terms and eligibility requirements for such benefit programs.




 




4.             As consideration for

the promises herein, the Company grants to the Employee the option to purchase

100,000 shares of Zebra Technologies Corporation Class A Common Stock in

accordance with the Zebra Technologies Corporation 1997 Stock Option Plan dated

February 20, 2002.




 




5.             During my employment with Zebra, I

agree to refrain from engaging in any activity or outside employment which is

either directly or indirectly detrimental to or which would pose an actual or

potential conflict of interest to Zebra.




 




6.             During and after my employment with

Zebra, I will keep confidential and not disclose to others without written

authorization from Zebra’s Chief Executive Officer, any of Zebra’s Confidential

Information. I understand and acknowledge that if I violate this paragraph,

Zebra is entitled to all remedies available under the statutory and common law,

including without limitation those set forth in the Illinois Trade Secret’s

Act.




 




                The phrase “Confidential

Information” includes, but is not limited to, the following:




•    Information

related to the internal affairs of Zebra, its customers, services, products or

employees including but not limited to the following: (i) product resident

software, object code or design concepts, (ii) customer or produce specific

sales/marketing strategy, (iii) new product development activities, (iv)

employee personnel files, or (v) competitive, market or product research data.




•    Information

related to Zebra’s methods, ways of doing business, efforts to market Zebra’s

services, including but not limited to the following: (i) business acquisition,

divestiture or joint venture activities, or (ii) business agreements with

customers or end users.




 





























 




7.             Upon termination of my employment

with Zebra (for any reason), I will immediately return all notes, data,

reference materials, sketches, drawings, memoranda, records, and any other

tangible information (and all copies of the same) which in any way relate to or

concern Zebra’s business, Zebra’s employees, or any of Zebra’s Confidential

Information.




 




8.             During my employment with Zebra, and for a period of

twelve (12) consecutive months following the termination of my employment (for

any reason), I will not directly or indirectly:




 




(a)          Contact,

solicit, interfere with or divert any of Zebra’s customers for which I perform

services on behalf of during my employment with Zebra, for my own benefit or

for the benefit of other companies, individuals, or business entities which are

in competition with Zebra. (This restriction is necessary in order to protect the

good will of Zebra and its near permanent relationship with its customers);




(b)         Solicit any person who is

employed by Zebra for the purpose of encouraging that employee to join me as a

partner, agent, employee or otherwise in any business activity which is

competitive with Zebra; and




(c)          Perform

services in any capacity for myself or any entity, partnership, organization or

business which is in any way competitive with Zebra. (This restriction is

necessary because I acknowledge that it would be virtually impossible for me to

work for any competitive business entity without having to breach my

obligations contained in this agreement, because of the unique relationship

between the Director/Officer and the Company.




 




9.             I understand and agree that any and all Confidential

Information which I have access to, use or create during my employment with

Zebra is and shall at all times remain the sole and exclusive property of

Zebra, and I agree to assign to Zebra any right, title or interest I may have

in such Confidential Information to Zebra. I also agree that, if I am asked by

Zebra (at its expense), I will do all things and sign all necessary documents

reasonably necessary in the opinion of Zebra to eliminate any ambiguity as to

the right of Zebra in such Confidential Information including but not limited

to providing my full cooperation to Zebra in the event of any litigation to

protect, establish or obtain such rights of Zebra.




 




                I understand that this paragraph

does not waive or transfer my rights to any invention for which no equipment,

supplies, facility or trade secret or Confidential Information of Zebra was

used and which was developed entirely on my own time, unless the invention

relates to the business of Zebra, or to Zebra’s actual demonstratively anticipated

research or development, or the invention results from any work that I

performed for Zebra during the term of my employment relationship with Zebra.




 




10.           This Agreement is governed by the

laws of the State of Illinois, and a breach of its terms by me will cause

irreparable harm to Zebra. Therefore, if I breach any of the terms of this

Agreement, or if I threaten such a breach, in addition to other remedies, Zebra

has the right to enforce this Agreement by way of a temporary and/or permanent

injunction, and I will be required to pay its legal expenses and costs incurred

in bringing such an action against me.




 




11.           I acknowledge and agree that the

terms of this Agreement are reasonable and necessary to preserve Zebra’s

legitimate business interests, and that they will not prevent me from earning a

livelihood in my chosen business and they are not an undue restraint on me and

my future employment opportunities.




 




12.           I understand and acknowledge that

this Agreement is not intended to create a promise or contract of employment

for a specific term. Additionally, I acknowledge and agree that if any

terms of this Agreement are deemed unenforceable by a court of law, they may be

deleted from this Agreement without having any effect on the remaining terms.




 




13.           I acknowledge that I have had the

opportunity to review the restrictions in this Agreement with an attorney and

that Zebra and I have engaged in negotiations over the terms of employment and

compensation which I will receive for so long as I am employed by Zebra.




 




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  /s/ John Paxton


  	

   


  	

   


  	

  /s/ Zebra Technologies Corporation


  
	

  JOHN PAXTON


  	

   


  	

   


  	

  ZEBRA TECHNOLOGIES CORPORATION


  
	

   


  	

   


  	

   


  	

   


  
	

  February 17, 2002


  	

   


  	

   


  	

  February 17, 2002


  
	

  DATE


  	

   


  	

   


  	

  DATE


  
	

   


  	

   


  	

   


  	

   


  





 




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