Exhibit 10.1


 


	
  

  	
  Zebra Techologies Corporation

  
	
  333
  Corporate Woods Parkway

  
	
  Vernon Hills, Illinois 60061.3109 U.S.A.

  
	
  Telephone +1.847.793.2690

  
	
   

  	
  Facsimile +1.847.913.2575

  
	
   

  	
  ceturnbu@zebra.com

  
	
   

  	
  www.zebra.com

  



 


Charles E. Turnbull


President


 


 


August 16, 1999


 


Mr. Michael T. Edicola


36 Copperfield Drive


Hawthorn Woods, Illinois  60047


 


Dear Mike,


 


This letter confirms my offer
to you to join Zebra Techologies Corporation, start date September 7, 1999, as
Vice President, Human Resources, reporting directly to me.  This updated version also includes a short
paragraph on severance in the event of termination.


 


With acceptance of this position, you will be part of
the top-level management team and we are all excited about your ability to
contribute to our continued success. 
Developing our organizational strength and building to the vision of a much
larger company will be a challenge, but one that I know you will enjoy...as will
I.  I look forward to your arrival.


 


Base and Pay Bonus.  Your base
salary of $6,923.08 will be payable bi-weekly. 
This computes to $180,000 on an annual basis.  There is also a significant Management Bonus Plan opportunity
that has a target equal to 25% of base earnings, which when annualized is
$45,000.


 


Participation in our Management Bonus Plan is based on
full calendar quarters of employment, with a portion of the bonus paid each
quarter.  In your case the bonus will be
pro-rated as of your start date and will be guaranteed to pay at least at the
target level described above.  The bonus
is based on a mix of sales, gross margin, and operating profit performance
versus targets plus accomplishments compared to MBO’s.  Individual objectives will require your
input, and when finalized, will be the basis of the MBO portion of your bonus
plan.


 


Stock Options.  Also, you
will be granted a Stock Option for 20,000 share of Zebra Class A Common Stock
on your first day of employment.  Zebra
Techologies Corporation Stock Options vest over 5 years at the rate of 15% on
the first anniversary of the grant, 17.5% on the second anniversary, 20% on the
third anniversary, 22.5% on the fourth anniversary and the remaining 25% on the
fifth anniversary.  Zebra options have a
ten-year life from the date of grant. 
This means that the value of your option can appreciate for ten years
from the Grant Date before you are required to exercise.  You may sell up to 100% of the shares you
acquire upon exercise of each of your options with no holding period.


 


Future options are granted at the discretion of the
Board of Directors and the CEO.


 


Other Benefits.  Zebra offers
family coverage in the Zebra healthcare plan (medical/dental), life insurance
coverage of $150,000 and other Zebra employee benefit plans in accordance with
the plan documents or company policy. 
You will be eligible to participate in the company’s Profit Sharing and
Savings Plan and the Employee Stock Purchase Plan (attached) in accordance with
the plan documents.  The Company retains
its existing right to amend or terminate at any time any employee benefit plan.


 

















 


Vacation.  With respect
to vacation, in addition to the standard vacation plan, you will receive
additional paid vacation days so that in total, you will not have less than
three weeks vacation per year.


 


Termination.  If you are
terminated for other than cause, you will receive 6 months base salary
continuation and outplacement assistance. 
All salary continuation payments cease when you accept other employment.


 


Zebra Techologies Corporation expects each of its
employees who have access to confidential business information to keep such
information confidential.  It is also
our policy to avoid the use of confidential information, which you may have
concerning your previous employer.  We
are including our standard form Employment Agreement and request you review it
and upon acceptance of our offer, sign and return it with the signed offer
letter to my attention.  If there are
any conflicts between the referenced Employment Agreement and this letter, this
letter will prevail.


 


This offer is contingent upon successful completion of
the referencing process.  Your
employment is also subject to passing a drug screening which you will schedule
with the Human Resources team.


 


Your employment is for no specific period of time, and
both you and the Company may terminate the employment relationship per the
above agreement.


 


The letter contains the entire agreement concerning
our offer of employment and may not be modified or changed unless in writing
signed by me.


 


To acknowledge acceptance of this offer, please sign
and return to me one copy of this letter.


 


	
  Best regards,

  	
  ACCEPTED:

  
	
   

  	
   

  
	
  /s/Charles E. Turnbull

  	
   

  	
  /s/Michael T. Edicola

  	
   

  
	
   

  	
   

  
	
  Charles E. Turnbull

  	
  Michael T. Edicola

  
	
  President

  	
   

  
	
   

  	
  8/17/99

  	
   

  
	
   

  	
  Date