exhibit103






1    Exhibit 10.3    STOCK APPRECIATION RIGHTS AGREEMENT  (STOCK SETTLED)    This STOCK APPRECIATION RIGHTS AGREEMENT (this “SAR Agreement”),  dated as of %%OPTION_DATE,’MM/DD/YYYY’%-% (the “Grant Date”), is between ZEBRA  TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”), and  %%FIRST_NAME%-% %%LAST_NAME%-% (the “Participant”), relating to a stock appreciation  right granted under the Zebra Technologies Corporation 2018 Long-Term Incentive Plan, as  amended (the “Plan”).  Capitalized terms used in this SAR Agreement without definitions shall  have the meanings ascribed to such terms in the Plan.  1. Grant of Stock Appreciation Right.  (a) Grant.  Subject to the provisions of this SAR Agreement and pursuant to the  provisions of the Plan, the Company hereby grants to the Participant as of the Grant  Date a stock appreciation right (the “SAR”) covering  %%TOTAL_SHARES_GRANTED,’999,999,999’%-% shares (the “SAR Shares”)  of the Company’s Class A Common Stock, $0.01 par value per share (the “Stock”),  at a price of %%OPTION_PRICE,’$999,999,999.99’%- per share (the “SAR Price”).   The SAR is not issued in tandem with an Option.  This SAR Agreement shall be null  and void unless the Participant accepts this SAR Agreement by either (i)  electronically accepting this SAR Agreement through the Company’s electronic  delivery and acceptance process operated by E*TRADE or (ii) executing this SAR  Agreement in the space provided below and returning it to the Company, in each case  not later than 50 days from the Grant Date.    (b) Term of the SAR.  Unless the SAR terminates earlier pursuant to other provisions  of the SAR Agreement, the SAR shall expire at 5:00 p.m., Central Time, on the  seventh (7th) anniversary of the Grant Date (the “Expiration Date”).    (c) Non-transferability.  The SAR shall be nontransferable, except by will or the laws  of descent and distribution, or as otherwise permitted under the Plan.  2. Vesting of the SAR.  (a) General Vesting Rule.  Prior to the Expiration Date, the SAR shall become and be  exercisable as follows:  Vesting Date Anniversary Percentage of SAR Exercisable  Prior to the first anniversary of the Grant Date 0%  On and after the first anniversary of the Grant  Date  25%  On and after the second anniversary of the  Grant Date, an additional  25%  On and after the third anniversary of the Grant  Date, an additional  25%  





 






 2  On and after the fourth anniversary of the  Grant Date, an additional  25%    provided, however, except as otherwise provided for under this SAR Agreement, the  Participant must remain employed by the Company or any Subsidiary continuously  through the applicable vesting dates.    (b) Additional Vesting Rules. Notwithstanding Section 2(a), the SAR shall be subject  to the following additional vesting rules in the following circumstances:  (i) Death or Disability.  In the event the Participant’s employment with the Company  and/or any Subsidiary is terminated due to Participant’s death or Disability, any  unvested portion of the SAR as of the effective date of the Participant’s termination  of employment shall immediately become fully vested and exercisable as of 5:00  p.m., Central Time, on the effective date of the Participant’s termination of  employment and, together with any unexercised vested portion of the SAR, shall  remain exercisable until the earlier of:  (A) 5:00 p.m., Central Time, on the Expiration Date; or   (B) 5:00 p.m., Central Time, on the date that is one (1) year after the effective  date of the Participant’s termination of employment due to the Participant’s  death or Disability.  In the event of the Participant’s death, the Participant’s beneficiary or estate may  exercise all or any portion of the vested SAR.  For purposes of this Stock Agreement,  “Disability” has the meaning set forth in the employment agreement, if any, between  the Company and/or any Subsidiary and the Participant or, if the Participant is not a  party to such an agreement, “Disability” has the meaning ascribed to such term in the  Plan.  (ii) Retirement or Termination by the Company or any Subsidiary other  than for Cause.  In the event the Participant’s employment with the Company and/or  any Subsidiary is terminated due to Participant’s Retirement, or by the Company  and/or any Subsidiary other than for Cause, the number of SAR Shares that shall be  vested and exercisable as of 5:00 p.m., Central Time, on the effective date of the  Participant’s termination of employment shall equal the number obtained by (A)  multiplying the total number of SAR Shares granted as of the Grant Date under  Section 1(a) by a fraction, the numerator of which is the number of days from but  excluding the Grant Date and to and including the effective date of the Participant’s  termination of employment, and the denominator of which is 1,461 and (B)  subtracting from such product the number, if any, of SAR Shares that vested in  accordance with Section 2(a) and became exercisable prior to the effective date of  the Participant’s termination of employment.  Any unexercised vested portion of the  SAR shall remain exercisable until the earlier of:    (A) 5:00 p.m., Central Time, on the Expiration Date; or   (B) 5:00 p.m., Central Time, on the date that is one (1) year after the effective  date of the Participant’s termination of employment due to Retirement; or  (C) 5:00 p.m., Central Time, on the date that is ninety (90) days after the effective  





 






 3  date of the Participant’s termination of employment by the Company and/or  any Subsidiary other than for Cause.  For purposes of this SAR Agreement, “Retirement” means the Participant’s  voluntary termination of employment with the Company and/or any Subsidiary  which meets or exceeds the Rule of 65.  The “Rule of 65” means the sum of the  Participant’s age (in years) and years of continuous service with the Company  (including its predecessors) equals or exceeds sixty-five (65), provided that the  Participant must meet both a minimum age of 55 and a minimum of five years of  continuous service.  For purposes of determining Rule of 65, years of age and  service equal full years and full completed months; and “Cause” has the meaning  set forth in the employment agreement, if any, between the Company and/or any  Subsidiary and the Participant or, if the Participant is not a party to such an  agreement, “Cause” has the meaning, as determined by the Company in its sole  discretion, set forth in the Plan.  (iii)Termination for Cause; Breach of Restrictive Covenant.  In the event the  Participant’s employment with the Company and/or any Subsidiary is terminated  for Cause or the Participant breaches any of the Restrictive Covenants (as defined  in Section 6), any unexercised SAR, whether vested or not, shall expire as of the  date of the event giving rise to the termination for Cause, be forfeited, and be  considered null and void.   (iv) Other Termination of Employment.  In the event the Participant’s employment  with the Company and/or any Subsidiary is terminated for any reason other than as  provided in Section 2(b)(i), (ii) or (iii), any unexercised vested portion of the SAR  as of the effective date of the Participant’s termination of employment shall remain  exercisable until the earliest of:  (A) 5:00 p.m., Central Time, on the Expiration Date; or   (B) 5:00 p.m., Central Time, on the date that is thirty (30) days after the effective  date of the Participant’s termination of employment.    3. Exercise of SAR.    (a) Notice of Exercise.  Prior to the Expiration Date, the vested portion of the SAR  may be exercised, in whole or in part, by delivering written notice to the Company in accordance  with Section 8(i) and in such form as the Company may require from time to time.  Such notice of  exercise shall specify the number of SAR Shares to be exercised.    (b) Payment.  As of the date of exercise of the SAR, the Company shall settle the  exercised portion of the SAR as provided in Section 6.6 of the Plan.  The amount of the payment  for each SAR Share exercised shall equal (i) the Fair Market Value of a share of Stock on the date  of exercise, less (ii) the SAR Price for each such exercised SAR Share.  The exercised SAR shall  be settled in whole shares of Stock, and cash for the value of a fractional share of Stock.  (c) Payment of Taxes.  If the Company is obligated to withhold an amount on account  of any tax imposed as a result of the exercise of the SAR, the Participant shall be required to pay  such amount to the Company, as provided in Section 9.10 of the Plan.  Alternatively, subject to  Company approval, the Participant may elect to withhold a portion of the SAR exercise payment  equal to the statutory tax that would be imposed on the exercise, as provided under Section 9.10  





 






 4  of the Plan.  The Participant acknowledges and agrees that the Participant is responsible for the  tax consequences associated with the grant of the SAR and its exercise.   (d) Death Prior to Exercise.  In the event of the Participant’s death prior to the  exercise of any vested portion of the SAR, the Participant’s beneficiary or estate may exercise the  vested SAR.     4. Compliance with Federal and State Law.  The Company reserves the right to delay the  Participant’s exercise of any portion of the SAR if the Company’s issuance of Stock upon  such exercise would violate any applicable federal or state securities laws or any other  applicable laws or regulations.  The Participant may not sell or otherwise dispose of any  portion of the SAR or any Stock in violation of any applicable law.  The Company may  postpone issuing and delivering any Stock in payment for the exercise of any portion of  the SAR for so long as the Company reasonably determines to be necessary to satisfy the  following:    (i) its completing or amending any securities registration or qualification of the  Stock or it or the Participant satisfying any exemption from registration under  any federal, state or other law, rule or regulation;    (ii) its receiving proof it considers satisfactory that a person seeking to exercise  the SAR after the Participant’s death is entitled to do so; and  (iii) the Participant complying with any federal, state or other tax withholding  obligations.      5. Change in Control.  Subject to Section 9.8 of the Plan:  (a) Notwithstanding any provision in this Agreement, in the event of a Change in  Control pursuant to Section 2.5(c) or (d) of the Plan in connection with which (i) holders of Shares  receive consideration consisting solely of shares of common stock that are registered under Section  12 of the Exchange Act (and disregarding the payment of cash in lieu of fractional shares) and (ii)  this SAR Agreement is assumed or provision is made for the continuation of this SAR Agreement,  then subject to Section 4.3 of the Plan, this SAR Agreement shall continue in accordance with its  terms, and there shall be substituted for each SAR Share then subject to this SAR Agreement, the  number and class of shares into which each outstanding Share shall be converted pursuant to such  Change in Control.  In the event of any such substitution, the SAR Price shall be appropriately  adjusted by the Board or Committee (whose determination shall be final, binding and conclusive),  such adjustments to be made without an increase in the aggregate SAR Price.  In the event the  Participant’s employment with the Company and/or any Subsidiary is terminated by the Participant  for Good Reason or by Zebra or any Subsidiary other than for Cause on or after the date of such  Change in Control, then any unvested portion of the SAR as of the effective date of the  Participant’s termination of employment shall immediately become fully vested and exercisable  and, together with any unexercised vested portion of the SAR, shall remain exercisable until the  earlier of:  (i) 5:00 p.m., Central Time, on the Expiration Date; or  (ii) 5:00 p.m., Central Time, on the date that is ninety (90) days after the effective date  of the Participant’s termination of employment.  





 






 5  For purposes of this SAR Agreement, “Good Reason” has the meaning set forth in the  employment agreement, if any, between the Company and/or any Subsidiary and the Participant  or, if the Participant is not a party to such an agreement, “Good Reason” has the meaning set forth  in the Plan.     (b) Notwithstanding any provision in this Agreement to the contrary, in the event of a  Change in Control pursuant to Section 2.5(a) or (b) of the Plan, or in the event of a Change in  Control pursuant to Section 2.5(c) or (d) of the Plan as to which Section 5(a) above does not apply,  this SAR Agreement shall be surrendered to the Company by the Participant, and this SAR  Agreement shall immediately be canceled by the Company, and the Participant shall receive,  within ten (10) days following the effective date of the Change in Control, a cash payment from  the Company in an amount equal to the number of SAR Shares then subject to this SAR, multiplied  by the excess, if any, of the greater of (i) the highest per Share price offered to stockholders of the  Company in any transaction whereby the Change in Control takes place or (ii) the Fair Market  Value of a Share on the effective date of the Change in Control, over the SAR Price.  6. Confidentiality, Non-Solicitation and Non-Compete.    The Participant agrees, understands, and acknowledges that by executing this SAR  Agreement, the Participant shall be bound by, and shall abide by the restrictive covenants set forth  in Appendix A of this SAR Agreement (the “Restrictive Covenants”).  The Participant further  agrees, understands and acknowledges that the scope and duration of the Restrictive Covenants  contained in this SAR Agreement are reasonable and necessary to protect a legitimate, protectable  interest of the Company and its Subsidiaries, and that the Committee, in its sole discretion, may  require the Participant, as a condition to the exercise of this SAR, to acknowledge in writing that  the Participant has not engaged, and is not in the process of engaging, in any of the activities  described in this Section 6.  7. Right of Setoff; Recoupment.    (a) Right of Setoff.  The Company or any Subsidiary may, to the extent permitted by  applicable law and which would not trigger tax under Code Section 409A, deduct from and set off  against any amounts the Company or Subsidiary may owe to the Participant from time to time,  including amounts payable in connection with this SAR Agreement, owed as wages, fringe  benefits, or other compensation owed to the Participant, such amounts as may be owed by the  Participant to the Company or a Subsidiary, although the Participant shall remain liable for any  part of the Participant’s payment obligation not satisfied through such deduction and setoff.  By  accepting any SAR granted hereunder, the Participant agrees to any deduction or setoff under this  Section 7(a).    (b) Termination of the SAR; Recoupment.  Any SAR granted under this SAR  Agreement (including any amounts or benefits arising from such SARs), regardless of whether  such SARs are otherwise vested, shall terminate automatically and be subject to clawback and  recoupment on the date the Participant violates a Restrictive Covenant or commits an act of theft,  embezzlement of funds or fraud involving money or property of the Company or any Subsidiary.   Any outstanding, unexercised SARs, whether vested or unvested, shall terminate automatically as  of the date of such violation of a Restrictive Covenant or commission of an act of theft,  embezzlement or fraud and the Participant shall forfeit such SARs.  With respect to any SARs that  were exercised within the one-year period prior to the date of such violation of any Restrictive  





 






 6  Covenant or commission of an act of theft, embezzlement or fraud, the Participant shall pay the  Company, within forty five (45) calendar days of receipt by the Participant of a written demand  therefor, or pursuant to such other time frame as the Company, in its sole discretion, agrees to in  writing with the Participant, an amount in cash determined by multiplying the number of Shares  as to which the SAR was exercised by the difference between (i) the Fair Market Value of a Share  on the date of such exercise and (ii) the SAR Price per SAR (without reduction for any Shares  withheld by the Company pursuant to Section 3(a)).  (c) Injunctive Action.  The Participant acknowledges that if he or she violates the  terms of Sections 6 or 7, the injury that would be suffered by the Company and/or a Subsidiary as  a result of a breach of the provisions of this SAR Agreement (including any Restrictive Covenant  described in Section 6 or provision of Section 7(b)) would be irreparable and that an award of  monetary damages to the Company and/or a Subsidiary for such a breach would be an inadequate  remedy.  Consequently, the Company and/or a Subsidiary will have the right, in addition to any  other rights it may have, including the right to forfeiture and clawback under this SAR Agreement,  to obtain injunctive relief to restrain any breach or threatened breach or otherwise to specifically  enforce any provision of this SAR Agreement, and the Company and/or Subsidiary will not be  obligated to post bond or other security in seeking such relief.  Without limiting the Company’s or  Subsidiary’s rights under this Section 7 or any other remedies of the Company or a Subsidiary, if  the Participant breaches any Restrictive Covenant described in Section 6 or the provisions of  Section 7(b), the Company will have the right to cancel this SAR Agreement.    (d) Attorneys’ Fees.  In addition to the rights available to the Company and its  Subsidiaries under Sections 7(b) and 7(c), if the Participant violates the terms of Sections 6 or 7 at  any time, the Company shall be entitled to reimbursement from the Participant of any fees and  expenses (including attorneys’ fees) incurred by or on behalf of the Company or any Subsidiary in  enforcing the Company’s or a Subsidiary’s rights under this Section 7.  In addition to any  injunctive relief sought under Section 7(c) and whether or not the Company or any Subsidiary  elects to make any set-off in whole or in part, if the Company or any Subsidiary does not recover  by means of set-off the full amount the Participant owes to the Company or any Subsidiary,  calculated as set forth in this Section 7(d), the Participant agrees to immediately pay the unpaid  balance to the Company or any Subsidiary.    (e) Clawback Policy; Recoupment.  Notwithstanding any other provision of this SAR  Agreement to the contrary, any SAR granted under this SAR Agreement (including any amounts  or benefits arising from such SARs) shall be subject to potential cancellation, recoupment,  rescission, payback or other action in accordance with the terms of the Company’s clawback  policy, as it may be amended from time to time (the “Policy”).  The Participant agrees and consents  to the Company’s application, implementation and enforcement of (i) the Policy or any similar  policy established by the Company that may apply to the Participant and (ii) any provision of  applicable law relating to cancellation, rescission, payback or recoupment of compensation, and  expressly agrees that the Company may take such actions as are necessary to effectuate the Policy,  any similar policy (as applicable to the Participant) or applicable law without further consent or  action being required by the Participant.  The Company’s rights under the Policy shall be in  addition to, and not in substitution of, the Company’s rights under this SAR Agreement or  otherwise and, in all events, the terms of the Policy shall prevail to the extent that the terms of the  





 






 7  Policy conflict with this SAR Agreement or any other plan, program, agreement or arrangement.  8. Miscellaneous Provisions.  (a) No Service or Employment Rights.  No provision of this SAR Agreement or of  the SAR granted hereunder shall give the Participant any right to continue in the service or employ  of the Company or any Subsidiary, create any inference as to the length of employment or service  of the Participant, affect the right of the Company or any Subsidiary to terminate the employment  or service of the Participant, with or without Cause, or give the Participant any right to participate  in any employee welfare or benefit plan or other program (other than the Plan) of the Company or  any Subsidiary.    (b) Stockholder Rights.  Until the SAR shall have been duly exercised and Stock has  been officially recorded as issued on the Company’s official stockholder records, no person or  entity shall be entitled to vote, receive dividends or be deemed for any purpose the holder of such  Stock, and adjustments for dividends or otherwise shall be made only if the record date thereof is  subsequent to the date such shares are recorded and after the date of exercise and without  duplication of any adjustment.    (c) Plan Document Governs. The SAR is granted pursuant to the Plan, and the SAR  and this SAR Agreement are in all respects governed by the Plan and subject to all of the terms  and provisions thereof, whether such terms and provisions are incorporated in this SAR Agreement  by reference or are expressly cited.  Any inconsistency between the SAR Agreement and the Plan  shall be resolved in favor of the Plan.  The Participant hereby acknowledges receipt of a copy of  the Plan.    (d) Administration.  This SAR Agreement and the rights of the Participant hereunder  are subject to all the terms and conditions of the Plan, as the same may be amended from time to  time, as well as to such rules and regulations as the Committee may adopt for administration of  the Plan.  It is expressly understood that the Committee is authorized to administer, construe, and  make all determinations necessary or appropriate to the administration of the Plan and this SAR  Agreement, all of which shall be binding upon the Participant.      (e) No Vested Right in Future Awards. The Participant acknowledges and agrees (by  accepting or executing this SAR Agreement) that the granting of the SAR under this SAR  Agreement is made on a fully discretionary basis by the Company and that this SAR Agreement  does not lead to a vested right to further SAR or other awards in the future.    (f) Use of Personal Data. By accepting or executing this SAR Agreement, the  Participant acknowledges and agrees to the collection, use, processing and transfer of certain  personal data, including his or her name, salary, nationality, job title, position, and details of all  past Awards and current Awards outstanding under the Plan (“Data”), for the purpose of managing  and administering the Plan.  The Participant is not obliged to consent to such collection, use,  processing and transfer of personal data, but a refusal to provide such consent may affect his or  her ability to participate in the Plan.  The Company or its Subsidiaries may transfer Data among  themselves or to third parties as necessary for the purpose of implementation, administration and  management of the Plan.  These various recipients of Data may be located elsewhere throughout  the world.  The Participant authorizes these various recipients of Data to receive, possess, use,  retain and transfer the Data, in electronic or other form, for the purposes of implementing,  administering and managing the Plan.  The Participant may, at any time, review Data with respect  





 






 8  to the Participant and require any necessary amendments to such Data.  The Participant may  withdraw his or her consent to use Data herein by notifying the Company in writing; however, the  Participant understands that by withdrawing his or her consent to use Data, the Participant may  affect his or her ability to participate in the Plan.  (g) Severability.  If a provision of this SAR Agreement is or becomes illegal, invalid  or unenforceable in any jurisdiction then that provision is to be construed either by modifying it to  the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if  not), and that shall not affect the validity or enforceability in that jurisdiction of any other provision  of this SAR Agreement; or the validity or enforceability in other jurisdictions of that or any other  provision of this SAR Agreement.  (h) Waiver; Cumulative Rights. The failure or delay of either party to require  performance by the other party of any provision hereof shall not affect its right to require  performance of such provision unless and until such performance has been waived in writing.   Each and every right hereunder is cumulative and may be exercised in part or in whole from time  to time.  (i) Notices. Any notice which either party hereto may be required or permitted to give  the other shall be in writing and may be delivered personally or by mail, postage prepaid, addressed  to the Corporate Secretary of the Company, at its then corporate headquarters, and the Participant  at the Participant’s address (including any electronic mail address) as shown on the Company’s  records, or to such other address as the Participant, by notice to the Company, may designate in  writing from time to time.  The Participant hereby consents to electronic delivery of any notices  that may be made hereunder.  (j) Counterparts. This SAR Agreement may be signed in counterparts, each of which  shall be an original, but both of which shall constitute but one and the same instrument.    (k) Successors and Assigns. This SAR Agreement shall inure to the benefit of and be binding  upon each successor and assign of the Company.  All obligations imposed upon the Participant,  and all rights granted to the Company hereunder, shall be binding upon the Participant’s heirs,  legal representatives and successors and no consent is required from the Participant for such  assignment.   (l) Change in Position.  If the Company and/or its Subsidiaries changes the  Participant’s position or title with the Company and its Subsidiaries, or transfers the Participant  from one affiliate to another, this SAR Agreement and my obligations hereunder will remain in  force.  (m) Governing Law. This SAR Agreement and the SAR granted hereunder shall be  governed by, and construed and enforced in accordance with, the laws of the State of Delaware,  without giving effect to provisions thereof regarding conflict of laws.  (n) Entire Agreement. This SAR Agreement, together with the Plan, constitutes the  entire obligation of the parties hereto with respect to the subject matter hereof and shall supersede  any prior expressions of intent or understanding with respect to this transaction.  (o) Amendment. Any amendment to this SAR Agreement shall be in writing and  signed by an executive officer of the Company or the Director of Compensation and Benefits.    (p) Headings and Construction. The headings contained in this SAR Agreement are  





 






 9  for reference purposes only and shall not affect the meaning or interpretation of this SAR  Agreement.  This SAR Agreement is intended to be a stock right excluded from the requirements  of Code Section 409A.  The terms of this SAR Agreement shall be administered and construed in  a manner consistent with the intent that it be a stock right excluded from the requirements of Code  Section 409A.     IN WITNESS WHEREOF, the Company has caused this SAR Agreement to be duly  executed by an officer thereunto duly authorized, and the Participant has electronically accepted  this SAR Agreement through the Company’s electronic delivery and acceptance process operated  by E*TRADE or hereunto set his or her hand, all as of the day and year first above written.  ZEBRA TECHNOLOGIES CORPORATION   By:      Name:  Anders Gustafsson   Title:    Chief Executive Officer