Exhibit
10.19


DIRECTORS AND OFFICERS


EMPLOYMENT AGREEMENT


 


I, Charles R. Whitchurch (the “Employee”),
understand that my employment with Zebra Technologies Corporation (“Zebra”),
will give me access to information which Zebra regards as confidential and proprietary
to its business and, if known to its competitors, would damage Zebra. My
employment also may give me access to Zebra’s customers which are a unique and
valuable asset to Zebra. Accordingly, so that there will be no misunderstanding
in the future regarding these matters, in consideration of my employment or
continued employment and for other good and valuable consideration, I agree to
the following:


 


1.             Zebra
wishes to employ me and I wish to be employed by Zebra. I understand that my
employment and the compensation, which I receive from Zebra is subject to my
promises and obligations set forth in this Agreement. Zebra has also agreed
that it will offer me employment subject to the terms in this Agreement on the
condition that I comply with my obligations described in this Agreement which
are deemed ancillary to my employment relationship with Zebra.


 


2.             Zebra
now employs me in the position of Chief Financial Officer. The primary duties
and expectations of this position have been described to me, and they will be
available to me for review in the office of Zebra’s Human Resources Director.
As of the execution date of this Agreement, my salary for performing these
services is $6,538 per two week pay period (annualized $170,000), during the
time that I am employed by Zebra. Zebra has agreed to pay me and I understand
that I am eligible for salary increases consistent with and subject to the
normal and usual practices and guidelines which apply to Zebra’s other
employees that are similarly situated to me.


 


3.             In
addition to my salary, I understand that I also am available for all other
fringe benefits provided by Zebra to other similarly situated employees (i.e.,
vacation, holiday, etc.) on the same basis and to the same extent as such
applicable benefits are provided to all other similarly situated employees and
subject to the terms and eligibility requirements for such benefit programs.


 


4.             As
consideration for the promises herein, the Company grants to the Employee the
option to purchase 25,000 shares of Zebra Technologies Corporation Class A
Common Stock in accordance with the Zebra Technologies Corporation 1997 Stock
Option Plan dated February 11, 1997.


 


5.             During
my employment with Zebra, I agree to refrain from engaging in any activity or
outside employment which is either directly or indirectly detrimental to or
which would pose an actual or potential conflict of interest to Zebra.


 


6.             During
and after my employment with Zebra, I will keep confidential and not disclose
to others without written authorization from Zebra’s CEO and/or President, any
of Zebra’s Confidential Information. I understand and acknowledge that if I
violate this paragraph, Zebra is entitled to all remedies available under the
statutory and common law, including without limitation those set forth in the
Illinois Trade Secret’s Act.


 


The phrase “Confidential Information”
includes, but is not limited to, the following:


 


Information related to the internal affairs of Zebra, its customers,
services, products or employees including but not limited to the following: (i)
product resident software, object code or design concepts, (ii) customer or
product specific sales/marketing strategy, (iii) new product development
activities, (iv) employee personnel files, or (v) competitive, market or product
research data.


 


Information related to Zebra’s methods, ways of doing business, efforts
to market Zebra’s services, including but not limited to the following: (i)
business acquisition, divestiture or joint venture activities, or (ii) business
agreements with customers or end users.


 


7.             Upon
termination of my employment with Zebra (for any reason), I will immediately
return all notes, data, reference material, sketches, drawings, memoranda,
records, and any other tangible information (and all copies of the same) which
in any way relate to or concern Zebra’s business, Zebra’s employees, or any of
Zebra’s Confidential Information.


 





















 


8.             During
my employment with Zebra, and for a period of twelve (12) consecutive months
following the termination of my employment (for any reason), I will not
directly or indirectly:


 


(a)           Contact,
solicit, interfere with or divert any of Zebra’s customers for which I perform
services on behalf of during my employment with Zebra, for my own benefit or
for the benefit of other companies, individuals, or business entities which are
in competition with Zebra. (This restriction is necessary in order to protect
the good will of Zebra and its near permanent relationship with its
customers.);


 


(b)           Solicit
any person who is employed by Zebra for the purpose of encouraging that
employee to join me as a partner, agent, employee or otherwise in any business
activity which is competitive with Zebra; and


 


(c)           Perform
services in any capacity for myself or any entity, partnership, organization or
business which is in any way competitive with Zebra. (This restriction is
necessary because I acknowledge that it would be virtually impossible for me to
work for any competitive business entity without having to breach my
obligations contained in this Agreement, because of the unique relationship
between the Director/Officer and the Company).


 


9.             I
understand and agree that any and all Confidential Information which I have
access to, use or create during my employment with Zebra is and shall at all times
remain the sole and exclusive property of Zebra, and I agree to assign to Zebra
any right, title or interest I may have in such Confidential Information to
Zebra. I also agree that, if I am asked by Zebra (at its expense), I will do
all things and sign all necessary documents reasonably necessary in the opinion
of Zebra to eliminate any ambiguity as to the right of Zebra in such
Confidential Information including but not limited to providing my full
cooperation to Zebra in the event of any litigation to protect, establish or
obtain such rights of Zebra.


 


I understand that this paragraph does not
waive or transfer my rights to any invention for which no equipment, supplies,
facility or trade secret or Confidential Information of Zebra was used and
which was developed entirely on my own time, unless the invention relates to
the business of Zebra, or to Zebra’s actual demonstratively anticipated
research or development, or the invention results from any work that I
performed for Zebra during the term of my employment relationship with Zebra.


 


10.           This
Agreement is governed by the laws of the State of Illinois, and a breach of its
terms by me will cause irreparable harm to Zebra. Therefore, if I breach any of
the terms of this Agreement, or if I threaten such a breach, in addition to
other remedies, Zebra has the right to enforce this Agreement by way of a
temporary and/or permanent injunction, and I will be required to pay its legal
expenses and costs incurred in bringing such an action against me.


 


11.           I
acknowledge and agree that the terms of this Agreement are reasonable and
necessary to preserve Zebra’s legitimate business interests, and that they will
not prevent me from earning a livelihood in my chosen business and they are not
an undue restraint on me and my future employment opportunities.


 


12.           I
understand and acknowledge that this Agreement is not intended to create a
promise or contract of employment for a specific term. Additionally, I
acknowledge and agree that if any terms of this Agreement are deemed
unenforceable by a court of law, they may be deleted from this Agreement
without having any effect on the remaining terms.


 


13.           I
acknowledge that I have had the opportunity to review the restrictions in this
Agreement with an attorney and that Zebra and I have engaged in negotiations
over the terms of employment and compensation which I will receive for so long
as I am employed at Zebra.


 


	
  /s/ Charles R.
  Whitchurch

  	
   

  	
  /s/ Bruce R.
  Beebe

  	
   

  
	
  EMPLOYEE

  	
  ZEBRA
  TECHNOLOGIES CORPORATION

  
	
   

  
	
  6/3/1997

  	
   

  	
  7/17/1997

  	
   

  
							



 





















 


INTEROFFICE MEMO


 


Zebra Technologies Corporation


 


	
  DATE:

  	
   

  	
  January 27, 1997

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TO:

  	
   

  	
  Randy Whitchurch

  	
   

  	
  CONFIDENTIAL

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FROM:

  	
   

  	
  Ed Kaplan

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SUBJECT:

  	
   

  	
  Our Agreement

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ACTION:

  	
   

  	
   

  	
   

  	
   

  



 


Based on our discussion last Friday, this is my understanding of our
agreement:


 


•                  You
will receive a new option grant of 25,000 shares.


 


•                  There
will be a 10 year expiration on the new 25,000 share grant above (I will talk
to Matt Brown re: change for everyone for options granted in the past).


 


•                  The
current holding period requirement will be waived on the grant above (25,000
shares) and those options currently held but not vested (9,500 shares).


 


•                  12
months base salary continuation if you are terminated within 6 months of change
in control or a change of CEO. In addition, all options vest and have 6 months
after termination in which to exercise.


 


•                  You
may be considered for more option in the future.


 


•                  Your
base compensation will increase to $170,000 retroactive to 1/1/97.


 


•                  Your
bonus opportunity will increase from 25% to 30% of base for FY ‘97.


 


•                  You
will receive 3 weeks vacation in 1997 and beyond.


 


•                  You
agree to give 6 weeks notice in case of resignation.


 


•                  You
will be expected to hold unspecified equity position in Zebra. This amount is
to be a function of base compensation (expect in the range of 2 to 3 x base).