EX-10.2






EXHIBIT 10.2




February 27, 2006




John Bruno



[OMITTED]



[OMITTED]




Re: Separation of Employment



Dear John:



This letter sets forth the terms and conditions relative to your separation from your
employment with Symbol Technologies, Inc, including its subsidiaries and affiliated corporations,
and their respective current and former directors, officers, employees, agents and assigns
(“Symbol” or “the Company”).



Your resignation from Symbol’s employ will be effective May 15, 2006 (the “Termination Date”).
However, your status as an Executive Officer of the Company will terminate effective February 22,
2006. Provided you execute and return this Agreement to the Company on or before the close of
business on March 16, 2006, the Company will provide you with the following:



1. During the period from the date of this Agreement through February 28, 2006, you will
continue as a regular Associate of the Company with your normal employee benefits continuing,
except that you will not be eligible for any bonus for calendar year 2006.



2. Beginning on March 1, 2006, and continuing through May 15, 2006 (the “on-call period”), you
will be paid your current salary and car allowance, payable in installments coincident with the
Company’s normal payroll cycles, less applicable taxes and all other deductions as may be required
by law or which have been previously authorized. During this period, you will be considered an “on
call” employee, and you agree to make yourself available for telephone and in person consultations
with Company officials as required, although you will not be reporting to the Company’s offices
except as directed. You agree to diligently perform all of your duties and responsibilities and to
continue to serve the Company in a fully professional and competent manner as required.



During the on-call period, you will not be eligible to participate in any of the Company’s
employee benefit plans, except that your coverage in the Company’s group health insurance plan
(medical and dental only) will continue at normal contribution rates for yourself and your eligible
dependents. Thereafter, should you not be covered under another group health insurance plan, the
Company will offer you the opportunity to continue as a member of its group health insurance plan
for up to eighteen (18) months at your own expense in accordance with applicable federal law, i.e.,
COBRA. In addition, during the on-call period, any deferral election you have made under the
Company’s deferred compensation plan will continue to be in effect.



During the on-call period, you will not accrue any vacation, will not be eligible to
participate in the Company’s 401k plan (and thus not be eligible for any matching contributions,
other than any not previously made by the Company for calendar year 2005, and for January 1 –
February 28, 2006), will not be covered by the Company’s life insurance and disability benefit
plans, and you will not be eligible to participate in the Company’s bonus plan or receive any
Company contributions under any deferred compensation program. However, your unvested stock
options will continue to vest during the on-call period and you will be eligible to exercise your
vested options through and including your Termination Date. After the Termination Date, you will
be entitled to receive distribution of your vested benefits under the Company’s 401(k) and Deferred
Compensation Plans in accordance with the terms of the applicable Plan documents, except that
Deferred Compensation Program benefits will not be paid prior to six (6) months after the
Termination Date to the extent required by Section 409A of the Internal Revenue Code.



Further, any payments and benefits to which you are entitled pursuant to the Retention
Agreement between you and the Company dated August 22, 2005, will be paid to you within ten (10)
business days of the Termination Date (i.e., one year’s base salary and target bonus, and the
Retention Payment, to the extent not previously paid). In addition, any unvested shares of LTIP
restricted stock shall become fully vested and all restrictions with respect to such shares of LTIP
restricted stock shall lapse. Further, you will be paid for all accrued unused vacation (i.e.,
accrued and unused as of February 28, 2006) by May 30, 2006.



In exchange for the Company providing you with the aforementioned payments, and the other
benefits set forth above, which you acknowledge represents good, valuable and sufficient
consideration to support your execution of this Agreement, you hereby waive all claims against the
Company and unconditionally and irrevocably release and discharge the Company from liability for
any claims or damages that you have or may have against it, its current and former directors,
officers, employees, agents and assigns up to the moment that this Agreement becomes fully
executed, regardless of whether those claims are known or unknown including, but not limited to,
any claims for wages, severance (except as specifically provided for herein), bonuses or benefits
(except as specifically provided for herein), or any other claims whatsoever arising during or, in
whole or in part, out of your employment relationship with the Company, or violations of any
federal, state or local fair employment statute, executive order, ordinance, law or regulation,
including Title VII of the Civil Rights Act, the Rehabilitation Act of 1973, the Americans With
Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’
Benefit Protection Act, the New York State Human Rights Law, or any other potentially applicable
employment or labor law, or any other rule of law or common law including, but not limited to those
concerning possible torts, express or implied contract, the implied covenant of good faith and fair
dealing, public policy, or other obligations. Other than with respect to any rights to which you
may be entitled under the federal Age Discrimination in Employment Act, you also agree not to
initiate any administrative or legal action against the Company to assert such claims. Moreover,
to the extent any such action is brought by you or on your behalf by any third party, you agree to
waive all claims to monetary relief or damages of any kind, including attorneys’ fees and costs.
You understand that the fact of this Agreement, and/or the agreement to pay or the payment of the
consideration described herein does not constitute an admission by the Company that it has violated
any such law or legal obligation. This Agreement shall not affect any entitlements you may have to
indemnification pursuant to the By-Laws of the Company, under any liability policy that may be
maintained by the Company, and the laws of the State of Delaware. Nothing contained in the
Agreement shall preclude you from enforcing the terms of this Agreement, should that ever be
necessary.



You agree that you will not disclose, or cause to be disclosed in any way, any confidential
information or documents relating to your employment with the Company, the operations of the
Company, the terms of this Agreement, the facts and circumstances underlying this Agreement or the
fact that such Agreement exists, except to your attorneys, accountants, and immediate family, and
as otherwise required by law. This provision should not be construed as preventing you from
discussing your employment with Symbol with any prospective employer. Further, this provision does
not restrict the disclosure of information that has become public, other than as a result of a
breach of this confidentiality provision. Further, you agree to continue to abide by the terms of
the Company’s Non-Disclosure Agreement, which you signed while an associate of the Company. You
also agree not to make any disparaging or derogatory remarks about the Company, or its products or
services. In response to outside inquiries, the Company will respond in accordance with its normal
policy and will confirm only your dates of employment and positions held.



You agree that during the six (6) month period following your Termination Date, you will not:
(i) engage in, manage, operate, control or supervise or participate in the management, operation,
control or supervision of, any business or entity, which is a Competitive Business of the Company
(as such term is defined in the Retention Agreement); or (ii) have any ownership or financial
interest, directly or indirectly, in any Competitive Business, all including, without limitation,
as an individual, partner, shareholder (other than as a shareholder of a publicly-owned
corporation), officer, director, employee, principal, agent or consultant. Additionally, you agree
that during the six (6) month period following your Termination Date, you will not, directly or
indirectly, call on any customer of the Company for the purpose of soliciting and/or providing to
such customer any products or services similar to those sold or provided by the Company, nor will
you in any way, directly or indirectly, induce any customer of the Company to cease doing business
with the Company. Further you agree that during the six (6) month period following your
Termination Date, you will not directly or indirectly, solicit, encourage, or induce any of the
Company’s other associates or consultants of the Company to leave the Company’s employ, or to work
for you or any Competitive Business of the Company, or any other entity.



You further agree that you will reasonably cooperate fully with the Company at mutually
convenient times in connection with any existing or future internal or external investigations
which the Company is currently conducting, conducts in the future, or in which it is currently or
may become involved, and in any existing or future litigation involving the Company, whether
administrative, civil, or criminal in nature, in which and to the extent the Company deems your
cooperation necessary. Symbol will endeavor to provide you with reasonable notice of the need for
such cooperation and will limit the time that may be required in this regard to reasonable periods.
In addition, during any such period when cooperation is necessary, Symbol will reimburse you for
reasonable out-of-pocket expenses you incur to comply with this Section.



You acknowledge that you have had more than twenty-one (21) days to consider the terms of this
Agreement. You also acknowledge that you were advised by Symbol to discuss the terms of this
Agreement with your attorneys prior to signing this Agreement. You further acknowledge that you
are entering into this Agreement, freely, knowingly, and voluntarily, with a full understanding of
its terms and that you will have seven (7) days to revoke this Agreement after executing the same
by notifying the undersigned in writing during this seven-day period. Should any disputes arise
between you and the Company relating to your employment or this Agreement, said disputes shall be
resolved pursuant to the Dispute Resolution and Arbitration provision contained in paragraph 11 of
the Retention Agreement.



Except as set forth herein, this constitutes the entire agreement between us regarding the
subject matter hereof, except with respect to those provisions of the Retention Agreement which
have been incorporated herein by reference. This Agreement may not be changed or altered, except
by a writing signed by you and the Company. This Agreement is entered into in the State of New
York and the laws of the State of New York will apply to any dispute concerning it, without regard
to its conflicts of law provisions. If any clause of this Agreement should ever be determined to
be unenforceable, it is agreed that this will not affect the enforceability of any other clause or
the remainder of this Agreement.



	 	 	 
	AGREED AND ACCEPTED:

	 	Sincerely,

/s/ Mary McLeod

Mary McLeod

Senior Vice President, Human Resources

Symbol Technologies, Inc.



	By: /s/ John G. Bruno

	 	Date: 02/27/2006
	
 
	 	 
	John Bruno