EX-10.1






EXHIBIT 10.1




July 14, 2005



Mark T. Greenquist


84 South Manor Ct.


Wall, NJ 07719



Re: Separation of Employment



Dear Mark:



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 on July 15, 2005 (the “Termination Date”).
After you execute and return this Agreement to the Company, which you acknowledge may not be
executed prior to your last day of actual work and within 45 days after the Termination Date, the
Company will provide you with one (1) severance payment in the amount of $465,005 less applicable
taxes and standard deductions. For a fifty-two (52) week period (the “52-Week Period”), commencing
on your Termination Date, or until you become covered under another group health insurance plan,
whichever first occurs, should you elect to continue your group health insurance under COBRA,
coverage will be provided for yourself and your eligible dependents at Symbol expense. You agree
to notify the Company’s Human Resources Department in writing upon you and/or your eligible
dependents becoming covered under a new group health plan.



Further, you will be eligible for a six-month program of outplacement assistance to be
provided by Right Management Consultants. Such outplacement services will be paid for by Symbol
and are similar to the outplacement assistance services provided to other displaced senior managers
of Symbol. You will also be paid for all accrued unused vacation time.



In exchange for the Company providing you with the aforementioned severance payment, paying for
COBRA coverage, and the other benefits set forth above, 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 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, reimbursement of taxes
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, 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. Notwithstanding
the above, this Agreement will not affect your entitlement to vested stock options, or benefits to
which you are entitled under the Stock Option Plan or under the Bonus Plan as set forth herein.
You acknowledge that you have no vested benefits under Symbol’s Executive Retirement Plan and shall
claim no benefits under that Plan, or in connection with the dissolution of that Plan, should the
Compensation Committee of the Board of Directors vote to dissolve the Plan. This Agreement shall
also 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.



Your outstanding stock options that are vested at the time of your termination must be exercised on
or before your last day of employment (i.e., July 15, 2005). Immediately following any change in
status resulting in your no longer being an executive officer of the corporation, Symbol will take
steps necessary to remove any restrictions on any shares you acquired in connection with the 2002
Executive Stock Ownership and Retention Program.



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 for the purpose of enforcing this Agreement, should that
ever be necessary, or 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, 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. Further, you will not discuss any information relating to your employment with the
company with the press, participants in the investment and financial community, and investment and
commercial bankers. 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 52-Week Period, 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 “Principal Competitor” of the Company; or (ii) have any ownership or financial
interest, directly or indirectly, in any Principal Competitor 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. For purposes of this Agreement,
“Principal Competitor” of the Company refers to those companies listed as competitors of the
Company in the Company’s then most recent Annual Report on Form 10-K filed with the SEC, as such
listing may be changed from time to time. Further, you agree that during this period you will not
directly or indirectly, solicit or induce any of the Company’s other associates to work for you or
any competitor of the Company, or any other entity. Additionally, you agree that during this
period 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.



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, its examiner, the Securities and Exchange Commission or the United States Attorney’s
Office for the Eastern District of New York is or are currently conducting, conducts in the future,
or in which they are 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, including reasonable attorneys’ fees, consistent with the By-Laws of the Company, and
the laws of the State of Delaware.



You acknowledge that you have had 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. Except as set forth herein, this constitutes
the entire agreement between us regarding the subject matter hereof. 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.



Sincerely,



/s/ Salvatore Iannuzzi



Salvatore Iannuzzi

Senior Vice President, Chief Administrative & Control Officer


Symbol Technologies, Inc.



AGREED AND ACCEPTED:



By: /s/ Mark T. Greenquist            Date: July 21, 2005



On this 21st day of July, 2005 before me personally came Mark T. Greenquist, to me known to be the
individual described in and who executed the foregoing Separation Agreement, and duly acknowledged
to me that he executed the same.



/s/ Notary


Notary Public