First Amendment to Employment Agreement



 Exhibit 10.1 
 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT 
 THE EMPLOYMENT AGREEMENT (the
“Agreement”), made and entered into as of September 4, 2007 by and between Zebra Technologies Corporation, a Delaware corporation (the “Employer”), and Anders Gustafsson (the “Executive”), is
hereby amended, effective November 16, 2007 (the “Effective Date”), as follows: 
 1.      Paragraph 4B of the Agreement is amended in its entirety to read as follows: 
 B.      Performance Bonus.  The Executive shall be eligible to earn a performance bonus under the Employer’s Management Bonus Plan (the “Bonus”)
upon the attainment of certain performance measures. The Compensation Committee of the Board (the “Compensation Committee”) shall set the performance targets for a given year, with input from the Executive and the Board, and the
final performance targets shall be established in the sole discretion of the Compensation Committee. The Bonus shall be targeted at one hundred percent (100%) of the Executive’s Base Salary (the “Target Bonus”), with an
opportunity to earn a bonus of up to two hundred percent (200%) of such Base Salary for exceptional performance, with the actual Bonus earned to be calculated on that portion of the Executive’s Base Salary actually earned during the
calendar year for which the Bonus is calculated. The foregoing notwithstanding, and subject to the final sentence of this subparagraph B, the Executive shall receive a bonus for calendar year 2007 equal to one hundred percent (100%) of the
Executive’s portion of his Base Salary actually earned from the Employer for 2007. The Bonus, if any, for a given year (the “Bonus Year”) shall be paid in the following year and on or before March 15 of such year,
provided, and except as otherwise set forth in Paragraph 7B, the Executive must be employed by the Employer and in good standing as of the date that the Bonus is paid to earn any Bonus for the Bonus Year. 
 2.      Paragraph 7B of the Agreement is amended in its entirety to read as follows: 
 B.      Severance Benefits. 
 (1)      In addition to the salary and benefits described in Paragraph 7A, if the
Executive’s employment is terminated pursuant to Paragraphs 6C or 6D, the Executive shall be entitled to the following: (i) the continuation of his Base Salary at the annual salary rate then in effect (before any reduction under Paragraph
6D(3) which is made on a proportionally equal basis to all executive officers and which is made within the one (1) year period preceding the date the Executive’s employment is terminated), for a period of two years following the
termination of the Executive’s employment (the “Severance Period”), payable in accordance with the Employer’s payroll policy from time to time in effect and subject to the limitations imposed under subparagraph 7B(3);
(ii) a pro-rata portion of the Bonus for the year in which the Executive’s employment terminates, if such Bonus would have been earned had the Executive been employed and in good standing as of the date the Bonus otherwise is paid to other
senior level executives of the Employer, and payable at the time the Bonus otherwise is paid to other senior level executives of the Employer; (iii) the Bonus attributable to the calendar year prior to the calendar year in which the
Executive’s employment terminates, if such Bonus would have been earned had the Executive been employed and in good standing as of the date the Bonus otherwise is paid to other senior level executives of the Employer, and provided such Bonus
had not yet been paid in accordance with the timing provisions set forth in Paragraph 4B, and payable at the time the Bonus otherwise is paid to other senior level executives of the Employer; (iv) a payment equal to one hundred percent
(100%) of the Target Bonus (before any reduction under Paragraph 6D(3) which is made on a proportionally equal basis to all executive officers and which is made within the one (1) year period preceding the date the Executive’s
employment is terminated), based upon the Base Salary for such year, to be paid at the same time that performance bonuses are generally paid by the Employer to its executives for the year in which such termination occurs; (v) the Executive
shall immediately and fully vest in any unvested shares subject to the Initial Option 








 
and any Annual Equity Awards; and (vi) continued coverage of the Executive and his dependents in the medical and dental insurance plans sponsored by the
Employer, as mandated by COBRA, which may continue to the extent required by applicable law and the Employer shall pay for such coverage, at the same rate the Employer pays for health insurance coverage for its active employees under its group
health plan (with the Executive required to pay for any employee-paid portion of such coverage), through the earlier of (a) the last day of the Severance Period or (b) the date the Executive becomes eligible for coverage under another
group health plan that does not impose preexisting condition limitations on the Executive’s coverage, provided, however, that nothing herein shall be construed to extend the period of time over which such COBRA continuation coverage may be
provided to the Executive and his dependents beyond that mandated by law and, provided further, that the Executive shall be required to pay the entire cost of such COBRA continuation coverage for any time following the last day of the Severance
Period. 
 (2)      The foregoing notwithstanding, if at any time within one
hundred twenty (120) days immediately preceding or one (1) year immediately following a “Change in Control,” the Executive’s employment is terminated pursuant to Paragraph 6C or 6D, the Executive shall be entitled to the
following compensation, in lieu of any payments otherwise set forth in Paragraph 7B(1) above, and payable within sixty (60) days following the later of the Change in Control or the termination, subject, however, to the limitations imposed under
subparagraph 7B(3): two (2.0) times the Executive’s Base Salary at the annual rate then in effect (before any reduction under Paragraph 6D(3) which is made on a proportionally equal basis to all executive officers and which is made within
the one (1) year period preceding the date the Executive’s employment is terminated) and two (2.0) times the Target Bonus (before any reduction under Paragraph 6D(3) which is made on a proportionally equal basis to all executive
officers and which is made within the one (1) year period preceding the date the Executive’s employment is terminated), based upon the Base Salary for such year. In addition, the Executive shall immediately and fully vest in any unvested
shares subject to the Initial Option and any Annual Equity Awards. The vesting of any shares subject to the Long-Term Incentive Restricted Stock Grant and the Long-Term Incentive Stock Option Grant which are unvested as of the date of the Change in
Control shall be accelerated upon such a termination of employment and shall vest as follows: 
  

			
	 Date of Change in Control
	  	Percentage of Unvested That Vest
	Prior to the First Anniversary of
the Effective Date	  	100%
	On or after the First Anniversary of
the Effective Date, but prior to
the Second Anniversary of the
Effective Date	  	  80%
	On or after the Second Anniversary of
the Effective Date, but prior to
the Third Anniversary of the
Effective Date	  	  60%
	On or after the Third Anniversary of
the Effective Date, but prior to
the Fourth Anniversary of the
Effective Date	  	  40%
	 On or after the Fourth Anniversary of
the Effective Date, but prior to
the Fifth Anniversary of the

 Effective Date
	  	  20%

  

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 In addition, upon the termination of the Executive’s employment as set forth in this
subparagraph 7B(2) the Executive and his dependents shall be offered continued coverage under the Employer’s group health plan on the same terms as described above in subparagraph 7B(1)(vi) and shall be entitled to the Bonus, if any, set forth
in subparagraphs 7(B)(1)(ii) and (iii) above. 
 (3)      Notwithstanding
the foregoing, if the Executive is a “specified employee” as such term is defined under Section 409A of the Code and the regulations and guidance promulgated thereunder, any payments described in this Paragraph 7B shall be delayed for
a period of six (6) months following the Executive’s separation of employment to the extent and up to an amount necessary to ensure such payments are not subject to the penalties and interest under Section 409A of the Code. The
payments to be made under this Paragraph 7B shall be further conditioned upon the Executive’s execution of an agreement acceptable to the Employer that (i) waives any rights the Executive may otherwise have against the Employer, and
(ii) releases the Employer from actions, suits, claims, proceedings and demands related to the period of employment and/or the termination of employment. For purposes of this Paragraph 7B, “Change in Control” shall be as
defined under the 2006 Incentive Compensation Plan, as in effect on the date hereof, which definition is incorporated herein by reference; provided, however, the definition of Change in Control as set forth herein is not intended to be broader than
the definition of a “change in control event” as defined by reference to the regulations under Section 409A of the Code, and the payments described in Paragraph 7B(2) shall not be payable unless the applicable Change in Control
constitutes a change in control event in accordance with Section 409A of the Code and the regulations and guidance promulgated thereunder. 
 IN WITNESS WHEREOF, the parties have set their signatures on the date set forth below. 
  

									
	 ZEBRA TECHNOLOGIES CORPORATION:
	 	 	 	 EXECUTIVE:

				
	 By:
	 	 /s/ Michael A. Smith, Chairman
	 		 	 /s/ Anders Gustafsson

					
		 	 Michael A. Smith, Chairman
	 		 		 	 Anders Gustafsson

			
	 Date signed: November 16, 2007
	 		 	 Date signed: November 16, 2007


  

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