Exhibit 10.1


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT
(“Agreement”) is by and between Zebra Technologies Corporation, a corporation
incorporated under the laws of Delaware, with its principal place of business
in Vernon Hills, Illinois (the “Company”), and Bruce Ralph (the “Executive”).


 


WHEREAS, the Company
(which hereinafter also includes subsidiaries of the Company) desires to assure
itself of the services of Executive, and Executive is willing to serve in the
employ of the Company on a full-time basis, all in accordance with the terms
and conditions contained in this Agreement;


 


NOW, THEREFORE, in
consideration of the promises and mutual agreements contained herein, the
Company and Executive hereby agree as follows:


 


I.                                         At-Will
Employment


 


Executive understands and
agrees that he is an at-will employee, and Executive and the Company can, and
shall have the right to, terminate the employment relationship at any time for
any or no reason, with or without notice, and with or without cause, subject to
the payment provisions contained in Section V of this Agreement.  Nothing contained in this or any other
agreement shall alter the at-will relationship.


 


II.                                     Position,
Duties, and Responsibilities


 


A.                                   Duties.  Executive shall report directly to the Chief
Executive Officer of the Company, and he shall perform the duties, and bear the
responsibilities, associated with his position as well as duties and
responsibilities as directed from time to time by the Chief Executive Officer
of the Company.


 


B.                                     Faithful
Performance.  While employed by the
Company, Executive shall faithfully, loyally, and to the best of his ability
perform his duties under this Agreement and those duties assigned to him.  Executive shall devote one hundred percent
(100%) of his full business time to the affairs of the Company (excluding periods of vacation and sick
leave).  Executive shall use his
reasonable efforts to promote the interests
of the Company.  Notwithstanding the
foregoing, Executive may, devote reasonable periods of time, in accordance with
the policies of the Company, (1) serving on the board of directors of
other corporations with the prior written approval of the Chief Executive
Officer of the Company, (2) serving in a position of authority for, or on
a committee, the board of directors or a similar governing body of, a
charitable or community-based organization after the Executive provides prior
written notice of such activities to the Chief Executive Officer of the Company
and so long as such activities do not reflect poorly on the Company, and (3) managing
his personal business and investment activities; provided that none of
the activities described in subsections (1) – (3) individually or in
the aggregate materially interfere with the performance of Executive’s duties
under this Agreement.


 


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III.                                 Compensation


 


A.                                   Base
Salary.  The Company shall pay
Executive in accordance with the normal payroll practices of the Company a
gross annual salary at a rate of $220,000 per year (“Base Salary”), commencing
on the Effective Date.  The Base Salary
shall be reviewed at least annually, in light of competitive data, the Company’s
performance, and Executive’s performance, and may be increased or decreased
from time to time as shall be determined by the Chief Executive Officer, and
once such Base Salary shall have been increased or decreased, it shall
thereafter be treated for all purposes of this Agreement as Executive’s Base
Salary.  Unless specifically agreed to in
writing by the Company and the Executive, any increase or decrease in Base
Salary shall not limit or reduce any other obligation of the Company or
Executive under this Agreement.


 


B.                                     Stock
Option Grant.  Pursuant to a Stock
Option Agreement, the Company shall grant Executive a stock option grant of the
Company’s Class A Common Stock with a grant value of seven hundred
thousand dollars ($700,000) after Executive has been hired.  The number of shares is to be determined
based on the closing price of the Company’s stock, as listed on NASDAQ,
following the conclusion of Executive’s first day of employment.  Additionally, if Executive successfully
reaches the performance goals set by the Company for his first year of
employment, the Company will grant Executive a stock option grant of the
Company’s Class A Common Stock with a grant value of not less than three
hundred thousand dollars ($300,000).  The
number of shares is to be determined based on the closing price of the Company’s
stock, as listed on NASDAQ, following the conclusion of the one-year
anniversary date of Executive’s employment or on such earlier date as may be
determined by the Compensation Committee of the Company’s Board of
Directors.  Upon each such grant of stock
options, the Company shall provide Executive with a separate Stock Option
Agreement which will describe the terms and conditions of the stock option
grant.


 


C.                                     Bonus.  In 2006, Executive also shall be eligible for
a bonus based on various factors in accordance with the Company’s 2005
Management Bonus Plan, with a target payout opportunity of 40% of Base Salary
(which bonus shall be calculated as if Executive earned the Base Salary for the
entire 2005 calendar year).


 


IV.                                Benefits


 


A.                                   Incentive,
Savings and Retirement Plans.  In
addition to Base Salary, and bonus described above, Executive, while employed
by the Company, shall be entitled to participate in the Company’s deferred
compensation plan, employee stock purchase plan, a 401(k) plan, the Zebra
Technologies Corporation Profit Sharing & Savings Plan, and all such
other incentive, savings, and retirement plans, practices, policies and
programs, on terms not less favorable than those applicable to other similarly
situated senior executives of the Company, and in accordance with such terms as
in effect from time to time.


 


B.                                     Welfare
Benefits.  While employed by the
Company, Executive shall be eligible to participate in and shall receive all
benefits under welfare benefit plans, practices, policies and programs provided
by the Company (including medical, dental, disability, group life, optional
supplemental life, accidental death and dismemberment, deferred compensation, 


 


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dependent care, and long-term care plans and programs) on terms not
less favorable than those applicable to other similarly situated senior
executives of the Company, and in accordance with such terms as in effect from
time to time.


 


C.                                     Fringe
Benefits.  While employed by the
Company, Executive shall be entitled to fringe benefits on terms not less
favorable than those available to other similarly situated senior executives of
the Company.


 


D.                                    Stock
Option Plan.  While employed by the
Company, Executive shall be entitled to participate in the Zebra Technologies
Corporation 1997 Stock Option Plan or any successor plan in accordance with the
terms of the plan, and pursuant to the terms of Executive’s separate written
Stock Option Agreements.


 


E.                                      Vacation.  While employed by the Company, Executive
shall be entitled to paid vacation in the amount of four (4) weeks per
year.  Vacation entitlements not taken
during the course of the year will not be paid and such vacation time will not
carry over from year to year.


 


F.                                      Expenses.  While employed by the Company, Executive
shall be entitled to receive prompt reimbursement for all reasonable and
necessary business expenses incurred by Executive, in accordance with the
practices and policies applicable to other senior executives of the Company,
including professional and service company dues, journal subscriptions,
educational seminars, conferences, and symposiums.  Executive shall be entitled to receive prompt
reimbursement for travel expenses incurred in connection with the performance
of his duties under this Agreement.  To
receive reimbursement, Executive shall submit to the Company such vouchers or
expense statements that reasonably evidence expenses incurred in accordance
with the Company’s travel and expense reimbursement policy as applicable to
other similarly situated senior executives of the Company.


 


G.                                     Right
to Change Plans.  Nothing in this
Agreement shall be construed to limit, condition, or otherwise encumber the
right of the Company, in its sole discretion, to amend, discontinue,
substitute, or maintain any benefit plan, program, or perquisite.


 


V.                                    Termination


 


A.                                   Events
of Termination.  Executive’s
employment may and shall be terminated upon the occurrence of any of the
following:


 


(1)                                  Death
of Executive;


 


(2)                                  Executive’s
Disability (as defined herein);


 


(3)                                  the
termination of employment by Executive other than for Good Reason;


 


(4)                                  the
termination of Executive by the Company for Cause (as defined herein);


 


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(5)                                  the
termination of Executive by the Company other than for Cause; or


 


(6)                                  the
termination of employment by Executive for Good Reason.


 


The term “Disability”
means a mental or physical condition which, in the opinion of the Company, with
or without reasonable accommodation, renders Executive unable or incompetent to
carry out the material work responsibilities which Executive held or the
material duties to which Executive was assigned at the time the disability was
incurred, which has existed for at least three (3) months and which in the
opinion of a physician selected in good faith by the Company, is expected to
last for a duration in excess of an additional three (3) months.


 


The term “Cause” means
any one of the following:


 


(i)                                     Executive’s
commission or conviction of, or admission, plea bargain, plea of no contest, or
plea of nolo contendre to, a felony of any kind, or a misdemeanor involving
fraud, dishonesty or an act of moral turpitude;


 


(ii)                                  Executive’s
loss of any professional license required to perform his duties under this
Agreement;


 


(iii)                               Executive’s
breach of this Agreement;


 


(iv)                              Executive’s
violation of any law or Company policy, regardless of whether within or outside
the scope of his authority;


 


(v)                                 willful
or intentional misconduct; gross negligence; or dishonest, fraudulent, or
unethical behavior; or other conduct involving serious moral turpitude, by
Executive in the performance of his duties under this Agreement; or


 


(vi)                              failure
or refusal by Executive to materially comply (to the best of his ability) with
a specific direction of the Chief Executive Officer, provided that to the
extent such refusal or failure is susceptible to cure, it is not fully,
completely, and permanently cured to the best of Executive’s ability within
fifteen (15) business days after the delivery of written notice by Company to
Executive.


 


The term “Good Reason”
means the occurrence of any one of the following:


 


(i)                                     demotion
of Executive by the Company to a lesser position (including a material
diminution in the status of Executive’s responsibilities, authorities, powers
or duties taken as a whole) or assignment of Executive to any duties materially
inconsistent with the status and responsibilities of that position,


 


(ii)                                  material
breach of any provision of this Agreement by the Company and the Company’s
failure to cure such breach within fifteen (15) business days of receipt of
written notice from Executive specifying in reasonable detail the nature of the
breach, or


 


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(iii)                               decrease in Base Salary (unless such decrease
is applied on a proportionally equal basis to all executive officers of the
Company that directly report to the Chief Executive Officer) (an “Applicable
Decrease”), but only if Executive terminates his employment with the Company as
a result of an Applicable Decrease within ten (10) business days of the
effective date of the Applicable Decrease. 
For clarification purposes, should the Executive fail to terminate his
employment with the Company within ten (10) business days of the effective
date of an Applicable Decrease, such termination shall not constitute
termination of employment by Executive for Good Reason under this provision.


 


B.                                     Termination
for Cause or Termination by Executive other than for Good Reason.  If the Company terminates Executive’s
employment for Cause, the Company shall pay to Executive immediately after the
date of termination an amount equal to the sum of Executive’s Base Salary, that
he accrued up to the termination date. 
The respective provisions of any employee benefit plans or perquisite
programs in which Executive participates shall control whether Executive shall
be entitled to, and shall further benefit under, such plans or programs, but in
no event shall Executive receive or accrue such benefits beyond the date of
termination.  Other than these amounts,
Company shall be fully relieved of all obligations under this Agreement and
shall not owe Executive any additional sums, benefits, or rights.  If Executive terminates this Agreement or his
employment hereunder, for other than Good Reason, at any time, then such
termination shall be treated as a termination by Company for Cause.


 


C.                                     Termination
for Death or Disability.  If
Executive’s employment terminates due to his death or Disability, then the
Company shall pay to Executive or his beneficiaries, as the case may be,
immediately after the date of termination an amount which is equal to the sum
of Executive’s base salary and bonus that he accrued up to the termination
date.  Without limiting the above, and in
the event of his termination for Disability, Executive shall commence or
continue participation in such applicable benefit plans and programs in
accordance with the terms of such benefit plans and programs available to other
senior executives of the Company whose employment with the Company has terminated
for Disability.


 


D.                                    Termination
Without Cause or Termination by the Executive for Good Reason.  In the event that Company terminates this
Agreement, and the employment of Executive hereunder, without Cause, or
Executive terminates his employment for Good Reason, then Executive shall
receive the following:


 


(1)                                  Executive’s
accrued Base Salary up to the date of termination;


 


(2)                                  Executive
shall be paid any benefits to which he would be entitled pursuant to the terms
of the Company’s employee benefit plans and perquisite programs in accordance
with the terms of such employee benefit plans and perquisite programs; and


 


(3)                                  an
amount equal to Executive’s Base Salary for a period equal to twelve (12)
months payable in installments similar to the normal payroll practices of the
Company, reduced by any amount payable to Executive under any severance plan or
other severance arrangement maintained by the Company; provided, if any amounts
paid under this Section V.D.3 are considered deferred compensation for the
purposes of Internal Revenue Code


 


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Section 409A, such amounts shall be paid to
Executive in compliance with Internal Revenue Code Section 409A.


 


E.                                      Release.  As a condition precedent to receiving any
benefits and/or payments beyond the date of termination that are not otherwise
statutorily required, Executive shall provide the Company with a written
general release which releases the Company and its affiliates from both known
and unknown claims and in which Executive agrees not to disparage the Company
or its affiliates.  Such agreement shall
be in a format and wording agreeable to the Company.


 


F.                                      Stock
Option Plan.  Executive’s rights to
stock options in the event of termination are governed pursuant to the terms of
the Zebra Technologies 1997 Stock Option Plan, and pursuant to the terms of
Executive’s separate written Stock Option Agreements.


 


VI.                                Restrictive
Covenants


 


A.                                   Confidentiality.


 


(1)                                  Confidential
Information.  Executive understands
that the Company possesses and will possess Confidential Information which is
important to its business.  The Company
devotes significant financial, human and other resources to the development of
its products, its customer base and the general goodwill associated with its business
and that the Company diligently maintains the secrecy and confidentiality of
its Confidential Information.  For
purposes of this Agreement, “Confidential Information” is information that was
or will be developed, created, or discovered by or on behalf of the Company, or
which became or will become known by, or was or is conveyed to the Company,
which has commercial value in the Company’s business. Confidential Information
is sufficiently secret to derive economic value from its not being generally known
to other persons.  “Confidential
Information” means any and all financial, technical, commercial or other
information concerning the business and affairs of the Company that is
confidential and proprietary to the Company, including without limitation, (i) information
relating to the Company’s past and existing customers and vendors and
development of prospective customers and vendors, including specific customer
product requirements, pricing arrangements, payments terms, customer lists and
other similar information; (ii) inventions, designs, methods, discoveries,
works of authorship, creations, improvements or ideas developed or otherwise
produced, acquired or used by the Company; (iii) the Company’s proprietary
programs, processes or software, consisting of but not limited to, computer
programs in source or object code and all related documentation and training
materials, including all upgrades, updates, improvements, derivatives and
modifications thereof and including programs and documentation in incomplete
stages of design or research and development; (iv) the subject matter of
the Company’s patents, design patents, copyrights, trade secrets, trademarks,
service marks, trade names, trade dress, manuals, operating instructions,
training materials, and other industrial property, including such information
in incomplete stages of design or research and development; and (v) other
confidential and proprietary information or documents relating to the Company’s
products, business and marketing plans and techniques, sales and distribution
networks and any other information or documents which the Company reasonably
regards as being confidential.


 


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(2)                                  Company
Materials.  Executive understands
that the Company possesses or will possess “Company Materials” which are
important to its business.  For purposes
of this Agreement, “Company Materials” are documents or other media or
tangible items that contain or embody Confidential Information or any other
information concerning the business, operations or future/strategic plans of
the Company, whether such documents have been prepared by Executive or by
others.


 


(3)                                  Treatment
of Confidential Information and Company Property.  In consideration of Executive’s employment by
the Company, the compensation received by Executive from the Company, and the
Company’s agreement to give Executive access to certain Confidential
Information, Executive agrees as follows:


 


(a)                                  All Confidential
Information and trade secret rights, and other intellectual property and rights
(collectively “Rights”) in connection therewith will be the sole
property of the Company.  At all times,
both during Executive’s employment by the Company and after its termination for
any reason, Executive will keep in confidence and trust and will not use or
disclose any Confidential Information or anything relating to it without the
prior written consent of an officer of the Company except as may be necessary
and appropriate in the ordinary course of performing Executive’s duties to the
Company.


 


(b)                                 All
Company Materials will be the sole property of the Company. Executive agrees
that during Executive’s employment by the Company, Executive will not remove
any Company Materials from the business premises of the Company or deliver any
Company Materials to any person or entity outside the Company, except as
Executive is required to do so in connection with performing the duties of his
employment. Executive further agrees that, immediately upon the termination of
Executive’s employment by Executive or by the Company for any reason, or during
Executive’s employment if so requested by the Company, Executive will return
all Company Materials, apparatus, equipment and other physical property, or any
reproduction of such property, excepting only Executive’s copy of this
Agreement.


 


B.                                     Noncompetition
and Nonsolicitation.  While employed
by the Company and for a period of twelve (12) consecutive months following the
date of termination of employment, Executive will not directly or indirectly:


 


(1)                                  Contact,
solicit, interfere with or divert any of the Company’s customers;


 


(2)                                  Accept
employment or engage in a competing business which may require contact,
solicitation, interference or diverting of any of the Company’s customers, or
that may result in the disclosure, divulging or otherwise use of Confidential
Information acquired during Executive’s employment with the Company; and


 


(3)                                  Solicit
any person who is employed by the Company for the purpose of encouraging that
employee to join Executive as a partner, agent, employee or otherwise in any
business activity which is competitive with the Company.


 


C.                                     Nondisparagement.  While employed by the Company and
indefinitely thereafter, Executive shall refrain from (1) making any false
statement about the Company, and 


 


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(2) all conduct, verbal or otherwise, that disparages or damages
or could disparage or damage the reputation, goodwill, or standing in the
community of the Company or any of its subsidiaries, affiliates, or parents or
any of their officers, directors, employees, stockholders, or other agents or
that could have a deleterious effect upon the Company’s or any of its
subsidiaries’, affiliates’, or parents’ business, provided, however, that
nothing contained in this Section VI(C) or any other section of
this Agreement shall preclude Executive from making any statement in good faith
that is required by law or order of any court, regulatory commission, or
authorized arbitrator under Section VII (J).


 


D.                                    Forfeitures.  In the event that Executive breaches any of
the restrictions in this Section VI, he shall forfeit all of the
applicable payments and benefits under this Agreement, including but not
limited to such payments and benefits pursuant to Section V, and the
Company shall have the right to recapture and seek repayment of any such
applicable payments and benefits under this Agreement.


 


E.                                      Agreement
is Confidential.  Executive agrees
that he will not at any time (whether before or after the termination of his
employment with the Company) disclose to anyone the terms of this Agreement
except as required by law, provided that Executive shall give immediate written
notice at least twenty-one (21) days before any such disclosure of any such legal
request for disclosure to a third party to this Agreement.  Notwithstanding the foregoing, Executive may
disclose the terms of this Agreement to the extent necessary to his spouse or
business, financial, and/or legal advisors; provided that Executive first
obtains written agreement from his spouse or business, financial, and/or legal
advisors to comply with and assume as their own the terms of this Section VI(E).  Nothing contained in this Agreement is
intended to limit the Company’s ability to disclose this Agreement as required
by law.


 


F.                                      Intellectual
Property.  The Company has adopted a
policy on Inventions intended to encourage research and inventions by Company
Executives, to appraise and determine relative rights and equities of all
parties concerned, to facilitate patent applications, licensing, and the
generation of royalties, if any, and to provide a uniform procedure in patent
matters when the Company has a right or equity. “Inventions” includes
all improvements, inventions, designs, formulas, works of authorship, trade
secrets, technology, computer programs, compositions, ideas, processes,
techniques, know-how and data, whether or not patentable, made or conceived or
reduced to practice or developed by Executive, either alone or jointly with others,
during the term of Executive’s employment, including during any period prior to
the date of this Agreement.


 


(1)                                  Ownership
and Assignment.  Except as defined in
this Agreement, all Inventions which Executive makes, conceives, reduces to
practice or develops (in whole or in part, either alone or jointly with others)
during his employment will be the sole property of the Company to the maximum
extent permitted by law.  Executive
agrees to assign such Inventions and all Rights in them to the Company.  Exemptions from this agreement to assign may
be authorized in those circumstances where the mission of the Company is better
served by such action, provided that overriding obligations to other parties
are met and such exemptions are not inconsistent with other Company
policies.  Further, Executive may
petition the Company for license to make, market or sell a particular
Invention.  The Company may release
patent rights to the inventor in those circumstances when:


 


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(a)                                  the Company elects
not to file a patent application and the inventor is prepared to do so at his
expense, or


 


(b)                                 the equity of the
situation indicates at the Company’s discretion that such release should be
given, provided in either case that no further research or development to
develop that invention will be conducted involving Company support or
facilities, and provided further that a shop right is granted to the Company
and, at the Company’s discretion, the Company shall have a royalty-free,
assignable license to the Invention and any intellectual property rights
related to it.


 


The provisions of Section VI.F.(1)(a) do
not apply to an invention for which no equipment, supplies, facility, or trade
secret information of the employer was used and which was developed entirely on
the employee’s own time, unless (a) the invention relates (1) to the
business of the employer, or (2) to the employer’s actual or demonstrably
anticipated research or development, or (b) the invention results from any
work performed by the employee for the employer.


 


(2)                                  Disclosure to the
Company.  Executive promptly will
disclose in writing to his immediate supervisor, with a copy to the General
Counsel of the Company, or to any persons designated by the Company, all Inventions.  Executive also will disclose to the General
Counsel of the Company all things that would be Inventions if made during the
term of Executive’s employment, conceived, reduced to practice, or developed by
Executive within six months after the termination of his employment with the
Company, unless Executive can demonstrate that the Invention has been conceived
and first reduced to practice by Executive following the termination of his
employment with the Company.  Such
disclosures will be received by the Company in confidence (to the extent they
are not assigned in this Section and do not extend the assignment made in
this Section.) Executive will not disclose Inventions to any person outside the
Company unless requested to do so by management personnel of the Company.


 


(3)                                  Assistance with
Rights.  Executive agrees to perform,
during and after employment, all acts deemed necessary or desirable by the
Company to permit and assist it, at the Company’s expense, in obtaining,
maintaining, defending and enforcing Rights with respect to such Inventions and
improvements in any and all countries. 
Such acts may include, but are not limited to, execution of documents
and assistance or cooperation in legal proceedings. Executive agrees to execute
such declarations, assignments, or other documents as may be necessary in the
course of Invention evaluation, patent prosecution, or protection of patent or
analogous property rights, to assure that title in such Inventions will be held
by the Company or by such other parties designated by the Company as may be
appropriate under the circumstances. Executive irrevocably designates and
appoints the Company and its duly authorized officers and agents, as his agents
and attorneys-in-fact to act for and on Executive’s behalf and instead of
Executive, to execute and file any documents and to do all other lawfully
permitted acts to further the above purposes with the same legal force and
effect as if executed by Executive.


 


(4)                                  Moral
Rights.  Any assignment of copyright
pursuant to this Agreement includes all rights of paternity, integrity,
disclosure and withdrawal and any other rights that may be known as or referred
to as “moral rights” (collectively “Moral Rights”).  To 


 


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the extent such Moral Rights cannot be assigned under applicable law
and to the extent the following is allowed by the laws in the various countries
where Moral Rights exist, Executive hereby waives such Moral Rights and consent
to any action of the Company that would violate such Moral Rights in the
absence of such consent. Executive will confirm any such waivers and consents
from time to time as requested by the Company.


 


G.                                     Injunction.  Executive acknowledges that monetary damages
will not be an adequate remedy for the Company in the event of a breach of this
Section VI, and that it would be impossible for the Company to measure
damages in the event of such a breach. 
Therefore, Executive agrees that, in addition to other rights and
remedies that the Company may have, the Company is entitled to an injunction
preventing Executive from any breach of this Section VI, and Executive
hereby waives any requirement that the Company post any bond in connection with
any such injunction.  Executive further
agrees that injunctive relief is reasonable and necessary to protect a
legitimate, protectible interest of the Company.


 


H.                                    No
Breach of Existing Agreement. 
Executive represents that his performance of all the terms of this
Agreement will not breach any agreement to keep in confidence proprietary
information acquired by Executive in confidence or in trust prior to his
employment by the Company. Executive has not entered into, and agrees he will
not enter into, any agreement either written or oral in conflict herewith or in
conflict with Executive’s employment with the Company.


 


VII.                            Miscellaneous


 


A.                                   Successors
and Assigns.  This Agreement shall be
assigned or transferred to, and under such circumstance, shall be binding upon
and shall inure to the benefit of, any successor, or subsidiary of the Company,
and any such successor or subsidiary shall be deemed substituted for all
purposes for the “Company” under the terms of this Agreement.  As used in this Agreement, the term “successor”
shall mean any person, firm, corporation, or business entity which at any time,
whether by merger, purchase, or otherwise, acquires all or substantially all of
the assets, stock or business of the Company. 
Executive acknowledges that the Company or its parent has the right to
sell, assign, or otherwise transfer any portion, substantially all or all of
the capital stock or assets of the Company and that any such sale, assignment,
or transfer shall not be deemed to be a termination of the employment of
Executive.  Executive acknowledges that
the services to be rendered by him pursuant to this Agreement are unique and
personal, and Executive therefore may not assign any obligations or
responsibilities he has under his Agreement.


 


B.                                     Tax
Liability.  The Company may withhold
from any payment of benefits hereunder any taxes required to be withheld and
such sum as the Company may reasonably estimate to be necessary to cover any
taxes for which the Company may be liable and which may be assessed with regard
to such payment.


 


C.                                     Severability.  If all or any part of this Agreement is
declared by any court or governmental authority to be unlawful or invalid, such
unlawfulness or invalidity shall not serve to invalidate any portion of this
Agreement not declared to be unlawful or invalid.  Any provision so declared to be unlawful or
invalid shall, if possible, be construed in a manner which 


 


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will give effect to the terms of such provision to the fullest extent
possible while remaining lawful and valid.


 


D.                                    Amendment;
Waiver.  This Agreement shall not be
amended or modified except by written instrument executed by the Company and
Executive.  A waiver of any term, covenant
or condition contained in this Agreement shall not be deemed a waiver of any
other term, covenant or condition, and any waiver of any default in any such
term, covenant or condition shall not be deemed a waiver of any later default
thereof or of any other term, covenant or condition.


 


E.                                      Notices.  All notices hereunder shall be in writing and
delivered by hand, by a nationally-recognized delivery service that guarantees
overnight delivery, or by first-class, registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:


 


If to the Company, to:


 


Vice President, General
Counsel and Corporate Secretary


Zebra Technologies
Corporation


333 Corporate Woods
Parkway


Vernon Hills, IL 60061


 


Either party may from
time to time designate a new address by notice given in accordance with this Section VII(E).  Notice shall be effective when actually
received by the addressee.


 


F.                                      Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


 


G.                                     Entire
Agreement.  This Agreement forms the
entire agreement between the parties hereto with respect to any severance
payments and with respect to the subject matter contained in the Agreement and
shall supersede all prior agreements, promises and representations regarding employment,
compensation, severance or other payments contingent upon termination of
employment, whether in writing or otherwise, except for the Stock Option
Agreement to be entered into by Executive and the Company.


 


H.                                    Applicable
Law.  This Agreement shall be
interpreted and construed in accordance with the laws of the State of Illinois,
without regard to its choice of law principles.


 


I.                                         Choice
of Forum.  The Company is based in
Illinois, and Executive understands and acknowledges the Company’s desire and
need to defend any litigation against it in Illinois.  Accordingly, the parties agree that any claim
of any type brought by Executive against the Company or any of its employees or
agents must be maintained only in a court sitting in Illinois.  Executive further understands and
acknowledges that in the event the Company initiates litigation against
Executive, the Company may need to prosecute such litigation in Executive’s
forum state, in Illinois, or in such other state where Executive is subject to
personal jurisdiction.  Accordingly, the
parties agree that the Company can pursue any claim against 


 


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Executive in any forum in which Executive is subject to personal
jurisdiction.  Executive specifically consents
to personal jurisdiction in Illinois.


 


J.                                        Mandatory
Arbitration.  Executive and Company
agree that all claims or disputes arising out of or relating to this Agreement,
Executive’s employment with the Company, or the termination of such employment,
and any and all other claims or disputes that Executive might have against the
Company, any Company director, officer, employee, agent, or representative, and
any and all claims or disputes that the Company might have against Executive
shall be resolved under the Employment Rules of the American Arbitration
Association.  Any arbitration proceeding
pursuant to this Section VII (J) shall be conducted in Illinois or such
other location to which the parties may mutually agree.  The arbitrator shall have the authority to
award any remedy or relief that a court of competent jurisdiction could order
or grant, including, without limitation, the issuance of an injunction, and
each party agrees to accept such decision as final and binding.  Except as necessary in court proceedings,
neither Executive nor an arbitrator may disclose the existence, content or
results of any arbitration hereunder without the prior written consent of the
Company.  Notwithstanding any choice of
law provision included in this Agreement, the United States Federal Arbitration
Act shall govern the interpretation and enforcement of this arbitration
provision.  Notwithstanding the
foregoing, the Company may in its discretion seek injunctive or other equitable
relief, pending resolution of arbitration, in any court of competent
jurisdiction for Executive’s violation of any of the provisions of Section VI
of this Agreement.  By agreeing to
arbitration, the parties hereby and expressly waive their rights to trial by a
jury of their peers.


 


K.                                    Headings.  The various headings of this Agreement are
inserted for convenience only and shall not affect the meaning or
interpretation of this Agreement or any of its provisions.


 


L.                                      Voluntary
Agreement.  Executive acknowledges
that he has been advised by the Company to consult with a legal advisor of his
choice in terms of signing this Agreement, and that Executive hereby enters
into this Agreement voluntarily and with full knowledge of its terms.


 


M.                                 Contingency.  This Agreement, and Executive’s employment
with the Company, is contingent upon Executive’s successful completion of the
referencing process, a background check and a drug screening.  Should the referencing process, background
check or drug screening reveal information that provides a reasonable basis for
the Company to question Executive’s fitness to serve as an officer of the
Company, then this Agreement is void and of no


 


[THE BALANCE OF
THIS PAGE IS LEFT BLANK INTENTIONALLY]


 


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effect, Executive will not be employed by the Company, and Executive
shall not be entitled to any compensation, benefits, or other form of payment
from the Company.


 


IN WITNESS WHEREOF, the
parties have executed this Agreement to be effective as of May 9, 2005
(the “Effective Date”).


 


	
  ZEBRA TECHNOLOGIES

  	
  EXECUTIVE

  
	
  CORPORATION

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/
  Charles R. Whitchurch

  	
   

  	
  /s/
  Bruce Ralph

  	
   

  
	
   

  	
  Charles
  R. Whitchurch, CFO

  	
   

  	
  Bruce
  Ralph

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  April 13,
  2005

  	
   

  	
  April 10,
  2005

  	
   

  
	
   

  	
  Date

  	
   

  	
  Date

  	
   

  
						



 


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