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                                                                     Exhibit 2.1

                                 FIRST AMENDMENT
                                     TO THE
                          AGREEMENT AND PLAN OF MERGER
                                      AMONG
                           SYMBOL TECHNOLOGIES, INC.,
                         TX ACQUISITION CORPORATION AND
                               TELXON CORPORATION


                  This FIRST AMENDMENT to the AGREEMENT AND PLAN OF MERGER,
among Symbol Technologies, Inc., TX Acquisition Corporation and Telxon
Corporation (this "Amendment"), dated as of October 25, 2000, is entered into
among Symbol Technologies, Inc., a Delaware corporation ("Parent"), TX
Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of
Parent ("Sub"), and Telxon Corporation, a Delaware corporation (the "Company").

                  WHEREAS Parent, the Company and Sub entered into that certain
Agreement and Plan of Merger, dated as of July 25, 2000 (the "Agreement"),
providing for the merger of Sub with and into the Company; and

                  WHEREAS Parent, the Company and Sub desire to amend the terms
of the Agreement as set forth in this Amendment.

                  NOW THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Parent, the Company and
Sub agree as follows:

                  Unless otherwise defined in this Amendment, capitalized terms
used herein shall have the meanings given to them in the Agreement, as amended
hereby.

         1. Section 1.7(a) of the Agreement shall be amended and restated in its
entirety to read as follows:

         SECTION 1.7 Treatment of Employee Options and Other Employee Equity
         Rights. (a) Prior to the Effective Time, the Board of Directors of the
         Company (or, if appropriate, any committee thereof) shall adopt
         appropriate resolutions and take all other actions necessary to
         provide, subject to the following sentence, for the cancellation,
         effective at the Effective Time, of all the outstanding stock options,
         stock appreciation rights, phantom shares or other rights related to or
         denominated with reference to the securities of the Company (the "Stock
         Rights") heretofore granted under any stock option, performance unit or
         similar plan, program, agreement or arrangement related to or
         denominated
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         with reference to the securities of the Company (the "Stock Plans") in
         consideration of the substitution and assumption set forth herein. At
         the Effective Time, each of the Stock Rights which is an outstanding
         stock option (whether vested or unvested) immediately prior to the
         Effective Time shall be assumed by Parent and converted automatically
         into an option to purchase shares of Parent Common Stock ("New Stock
         Rights") in an amount and at an exercise price determined as provided
         below:

         (i) The number of shares of Parent Common Stock to be subject to the
         New Stock Right shall be equal to the product of the number of shares
         of Company Common Stock remaining subject (as of immediately prior to
         the Effective Time) to the original Stock Right and the Exchange Ratio,
         provided that any fractional shares of Parent Common Stock resulting
         from such multiplication shall be rounded up or down to the nearest
         whole share; and

         (ii) The exercise price per share of Parent Common Stock under the New
         Stock Right shall be equal to the exercise price per share of the
         Company Common Stock under the original Stock Right divided by the
         Exchange Ratio, provided that such exercise price shall be rounded down
         to the nearest cent.

         The adjustment provided herein with respect to any options which are
         "incentive stock options" (as defined in Section 422 of the Code) shall
         be and is intended to be effected in a manner which is consistent with
         Section 424(a) of the Code. In the event that the adjustment were
         determined by Parent to not be consistent with such Section 424, Parent
         shall take such action as it shall reasonably determine necessary to
         comply with such Section 424, if such compliance can be accomplished
         without undue costs to the Company or Parent. After the Effective Time,
         each New Stock Right shall be exercisable and shall vest upon the same
         terms and conditions as were applicable to the related Stock Right
         immediately prior to the date hereof except that (i) all references to
         "the Company" shall be deemed to be references to "Parent", (ii) the
         New Stock Rights shall become fully vested and exercisable if, after
         the Effective Time, the employment of the

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         holder of such New Stock Right is terminated by the Company without
         Cause (as defined below) or is terminated by such holder with Good
         Reason (as defined below), (iii) all Stock Rights granted under any
         employment agreement listed in Section 2.5(a) of the Company Disclosure
         Schedule shall vest and become exercisable to the extent set forth
         under such employment agreement, (iv) all Stock Rights granted to the
         employees identified on Schedule 1.7(a) shall become fully vested and
         exercisable as of the Effective Time and (iv) notwithstanding any
         provision of the Stock Plans or the related option agreements to the
         contrary, once vested, all New Stock Rights granted to the employees
         identified on Schedule 1.7(a) shall remain exercisable following a
         termination of employment of such employee by the Surviving Corporation
         without Cause or a termination of such employment by such employee,
         until, and to the extent not then exercised, shall terminate upon, the
         later of (x) the date that is one year after the Effective Time or (y)
         the date that is 30 days after termination of such employee's
         employment with the Surviving Corporation, but not later than the
         otherwise applicable expiration date of such New Stock Rights under the
         terms of the applicable Stock Plan. "Cause" with respect to any
         employee shall mean (A) the employee's continued failure to
         substantially perform such employee's duties (other than as a result of
         total or partial incapacity due to physical or mental illness) for a
         thirty-day period following written notice by the Company to such
         employee of such failure, (B) any material act or omission involving
         dishonesty in the performance of such employee's duties, (C) the
         indictment of such employee of a felony under the laws of the United
         States or any state thereof, (D) willful malfeasance or willful
         misconduct in connection with such employee's duties or any act or
         omission which is materially injurious to the financial condition or
         business reputation of the Company or any of its subsidiaries or (E)
         such employee's material breach of the provisions of any employment
         agreement with the Company which is not cured within thirty days
         following written notice thereof by the Company. "Good Reason" with
         respect to any employee shall mean: (X) a reduction in such employee's
         base salary or target bonus, (Y) a transfer of such employee' s primary
         workplace by more than fifty miles, or (Z) with respect to the
         employees identified on Schedule 1.7(a) only, an adverse diminution in
         any material respect in the employee's duties or responsibilities as of
         the date hereof (other than solely by virtue of the Company ceasing to
         be a public company) and the continuance of

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         such diminution for a period of thirty days after such employee has
         given the Company written notice of such diminution.

         2. Section 5.5(b) of the Agreement shall be amended and restated in its
entirety to read as follows:

         (b) As of the Effective Time, employees of the Company who continue
         employment with the Surviving Corporation as of the Effective Time (the
         "Affected Employees") shall be entitled to participate in the employee
         benefit plans of Parent (including, without limitation, equity based
         employee benefits plans) on substantially the same terms and conditions
         as similarly situated employees of Parent; provided, however, that
         until June 30, 2001, Parent shall be permitted to cause the Surviving
         Corporation to maintain in full force and effect the Company's employee
         benefit plans (other than the Company's equity based employee benefits
         plans which shall be discontinued as of the Effective Time) in effect
         as of the Effective Time and Parent shall be permitted to continue to
         provide the Affected Employees with employee benefits under such plans
         until June 30, 2001, in substantially the same manner as presently
         provided thereunder. Parent shall provide, or shall cause the Surviving
         Corporation to provide, Affected Employees with full credit for
         purposes of eligibility to participate, eligibility for benefit forms
         and subsidies (other than under any defined benefit pension plan),
         vesting, benefit accrual (other than benefit accrual under any defined
         benefit pension plans) and determination of the level of benefits under
         such plans for such Affected Employees' service with the Company
         (except to the extent necessary to avoid duplication of benefits and
         except under any post-retirement medical or life insurance arrangements
         sponsored by Parent, the Surviving Corporation, or their affiliates).
         In addition, Parent shall, or shall cause the Surviving Corporation to,
         (i) waive all limitations as to preexisting conditions, exclusions and
         waiting periods with respect to participation and coverage requirements
         applicable to the Affected Employees under any welfare benefit plans in
         which such employees may be eligible to participate after the Effective
         Time, other than limitations or waiting periods that are already in
         effect with respect to such employees and that have not been satisfied
         as of the Effective Time under any welfare plan maintained for the
         Affected Employees immediately prior to the Effective Time, and (ii)
         provide each Affected Employee with credit for any co-payments and
         deductibles paid

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         prior to the Effective Time in satisfying any applicable deductible or
         out-of-pocket requirements under any welfare plans that such employees
         are eligible to participate in after the Effective Time for the year in
         which the Effective Time occurs.

         3. Except as specifically modified by this Amendment, Parent, the
Company and Sub acknowledge that the Agreement shall remain binding upon them
and all provisions of the Agreement shall remain in full force and effect.

         4. The Agreement, as modified and amended by this Amendment,
constitutes the entire agreement of the parties and supersedes all prior
agreements, written or oral, between the parties with respect to the subject
matter hereof.

         5. This Amendment will be governed, construed and interpreted in
accordance with the laws of the State of Delaware applicable to agreements made
and performed entirely within such state, without regard to the choice of law
principles thereof.

         6. In the event of any inconsistency between the provisions of this
Amendment and any provision in the Agreement, the terms and provisions of this
Amendment shall govern.

         7. This Amendment may be executed in identical counterpart copies, each
of which shall be an original, but all of which taken together shall constitute
one and the same agreement. Delivery of an executed counterpart of a signature
page to this Amendment by facsimile transmission shall be effective as delivery
of a manually executed counterpart of this Amendment.



                            [SIGNATURE PAGE FOLLOWS]

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                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered as of the date and year first
written above.

                                          SYMBOL TECHNOLOGIES, INC.

                                          By: /s/ Leonard H. Goldner
                                             -----------------------------------
                                              Leonard H. Goldner
                                              Senior Vice President and
                                                   General Counsel


                                          TX ACQUISITION CORPORATION

                                          By: /s/ Leonard H. Goldner
                                             -----------------------------------
                                              Leonard H. Goldner
                                              Senior Vice President and
                                                   General Counsel


                                          TELXON CORPORATION

                                          By: /s/ Woody M. McGee
                                             -----------------------------------
                                              Woody M. McGee
                                              Vice President and Chief Financial
                                                   Officer

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