Letter Agreement




			
		 	Exhibit 10.11


 

 

 May 6, 2010 

Mr. Anders Gustafsson 
 Chief Executive
Officer 
 Zebra Technologies Corporation 

475 Half Day Road, Suite 500 
 Lincolnshire, IL
60061 
  

	Re:	Stock Option Agreement dated April 24, 2008, Stock Appreciation Rights Agreement dated May 7, 2009 and Restricted Stock Agreement dated May 7,
2009 

 Dear Anders: 

Reference is hereby made to your Non-Qualified Stock Option Agreement dated as of April 24, 2008 (the “Option Agreement”), your Stock
Appreciation Rights Agreement dated as of May 7, 2009 (the “SAR Agreement”), and your Restricted Stock Agreement dated as of May 7, 2009 (the “Restricted Stock Agreement”). This letter agreement amends the Option
Agreement, the SAR Agreement and the Restricted Stock Agreement as follows: 
  

	1.	The proviso at the end of Section 2(a) of the Option Agreement is hereby deleted in its entirety and replaced with the following: 


“provided, however, except as otherwise provided for under this Option Agreement or the Employment Agreement between the Company and
the Participant effective as of September 4, 2007, as amended (the “Employment Agreement”), the Participant must remain employed by the Company or any Subsidiary continuously through the applicable vesting dates.” 

 

	2.	The last sentence of Section 2(d) of the Option Agreement is hereby deleted in its entirety and replaced with the following: 


“‘Cause’ shall have the meaning assigned to it in the Participant’s Employment Agreement.” 

 

	3.	Section 2(e) of the Option Agreement is hereby amended by adding the clause “vesting of the Participant’s Option Shares shall be governed by the
Employment Agreement and” immediately prior to the clause “any unexercised, vested Option Shares as of the date of Participant’s termination of employment shall remain exercisable until the earlier of:” 


 

	4.	The proviso at the end of Section 2(a) of the SAR Agreement is hereby deleted in its entirety and replaced with the following: 


“provided, however, except as otherwise provided for under this SAR Agreement or the Employment Agreement between the Company and the
Participant effective as of September 4, 2007, as amended (the “Employment Agreement”), the Participant must remain employed by the Company or any Subsidiary continuously through the applicable vesting dates.” 

 

 Confidential         Section 5 – Compensation Committee April
2010 – CEO Employment Agreement 

 

 










 Mr. Anders Gustafsson 

May 6, 2010 
  Page
 2
 
  


	5.	The last sentence of Section 2(d) of the SAR Agreement is hereby deleted in its entirety and replaced with the following: 


“‘Cause’ shall have the meaning assigned to it in the Participant’s Employment Agreement.” 

 

	6.	Section 2(e) of the SAR Agreement is hereby amended by adding the clause “vesting of the SAR shall be governed by the Employment Agreement and”
immediately prior to the clause “the unexercised vested portion of the SAR as of the date of such Participant’s termination of employment shall remain exercisable until the earliest of:” 


 

	7.	The last sentence of Section 2(a) of the Restricted Stock Agreement is hereby deleted in its entirety and replaced with the following: 


“The Period of Restriction with respect to the Restricted Stock shall begin on the Grant Date and shall end on the third anniversary
of the Grant Date; provided, however, except as otherwise provided for under this Stock Agreement or the Employment Agreement between the Company and the Participant effective as of September 4, 2007, as amended (the “Employment
Agreement”), the Participant must remain employed by the Company or any Subsidiary continuously through the Period of Restriction.” 
  

	8.	The last sentence of Section 2(b)(i) of the Restricted Stock Agreement is hereby deleted in its entirety and replaced with the following: 


“‘Good Reason’ shall have the meaning assigned to it in the Participant’s Employment Agreement.” 

 

	9.	The last sentence of Section 2(b)(ii) of the Restricted Stock Agreement is hereby deleted in its entirety and replaced with the following:


 “‘Cause’ shall have the meaning assigned to it in the Participant’s Employment
Agreement.” 
  

	10.	Defined terms not otherwise defined in this Letter Agreement shall have the meanings set forth in the Option Agreement, SAR Agreement or Restricted Stock Agreement, as
applicable. 

  

 Confidential         Section 5 – Compensation Committee April
2010 – CEO Employment Agreement 

 

 










 Mr. Anders Gustafsson 

May 6, 2010 
  Page
 3
 
  


	11.	All other provisions of the Option Agreement, SAR Agreement and Restricted Stock Agreement shall remain unchanged. 


 

	
	Very truly yours,
	
	/s/ Joanne Townsend
	Joanne Townsend
	Vice President, Human Resources
	
	Acknowledged and Agreed:
	
	/s/ Anders Gustafsson
	Anders Gustafsson


			
		
	Date:	 	May 6, 2010

  

 Confidential         Section 5 – Compensation Committee April
2010 – CEO Employment Agreement