ex101formof2022performan






    Exhibit 10.1  PERFORMANCE SHARE AGREEMENT  This PERFORMANCE SHARE AGREEMENT (this “Agreement”), dated as of May  5, 2022 (the “Grant Date”), is between ZEBRA TECHNOLOGIES CORPORATION, a  Delaware corporation (the “Company”), and %%FIRST_NAME%-% %%LAST_NAME%-%  (the “Participant”).  This Agreement evidences an Award being granted to the Participant under  the Zebra Technologies Corporation 2018 Long-Term Incentive Plan, as amended (the “Plan”) in  the form of Performance Shares (as defined in Section 2.29 of the Plan).  Capitalized terms used  in this Agreement without definitions shall have the meanings ascribed to such terms in the Plan.  1. Grant of Performance Shares.  (a) Grant.  Subject to the provisions of this Agreement and pursuant to the provisions  of the Plan, the Company hereby grants to the Participant as of the Grant Date  %%TOTAL_UNITS_GRANTED,’999,999,999’%-% Performance Shares (the “Target Number  of Performance Shares”).  Zero percent (0%) to two hundred percent (200%) of the Target Number  of Performance Shares may be earned based on the Company’s results in accordance with Exhibit  A.  This Agreement shall be null and void unless the Participant accepts this Agreement by either  (i) electronically accepting this Agreement through the Company’s electronic delivery and  acceptance process operated by Merrill or (ii) executing this Agreement in the space provided  below and returning it to the Company, in each case not later than June 24, 2022.  (b) Non-transferability.  Except as otherwise permitted under the Plan or this  Agreement, the Performance Shares granted hereunder shall be non-transferable by the Participant  during the Vesting Period set forth under Section 2 of this Agreement.  2. Vesting.  (a) Vesting Period.  Subject to Section 2(b) below, the percentage of Target Number  of Performance Shares that have been earned in accordance with Exhibit A shall become vested  and non-forfeitable on the third anniversary of the Grant Date (the “Vesting Period”), provided  that the Participant is then employed by the Company or one of its Subsidiaries.    (b) Additional Rules for Early Employment Termination.  Notwithstanding Section  2(a), the Performance Shares shall be subject to the following additional rules in the following  circumstances:  (i) Death or Disability.  If the Participant terminates employment with the  Company and/or any Subsidiary due to death or Disability prior to the last day of the  Vesting Period, the number of Performance Shares that becomes payable under Section 3  is determined as follows:  A. If the Participant terminates employment with the Company due to  death or a Disability that also qualifies as a “disability” within the meaning of Treas.  Reg. Section 1.409A-3(i)(4) (a “Section 409A Disability”), and such employment  termination occurs prior to December 31, 2024, then the number of earned and  





 






    vested Performance Shares equals the greater of (x) the product of (1) the Target  Number of Performance Shares multiplied by (2) the earned percentage as reported  by the Company (determined in accordance with Exhibit A) on its financial  statements when determining compensation expense under Generally Accepted  Accounting Principles with respect to the Company’s performance over the Three- Year Performance Period (as defined in Exhibit A) as of the most recent quarter  end prior to the effective date of the Participant’s termination of employment, or   (y) the sum of the number of Performance Shares banked pursuant to Exhibit A as  of the effective date of the Participant’s termination of employment.  However, if  the Participant terminates employment with the Company and its Subsidiaries  due  to death or a Section 409A Disability, and such employment termination occurs on  or after December 31, 2024 and on or prior to the third anniversary of the Grant  Date, then the number of earned and vested Performance Shares shall be as  determined in accordance with Exhibit A, but in no event will be less than the sum  of the number of Performance Shares banked as of December 31, 2024 with respect  to any then completed Annual Performance Years pursuant to Exhibit A.    B. If the Participant terminates employment with the Company or one  of its Subsidiaries due to a Disability that is not a Section 409A Disability, then the  number of earned and vested Performance Shares shall be as determined after the  end of the Vesting Period in accordance with Exhibit A, but in no event will be less  than the sum of the number of Performance Shares banked with respect to any then  completed Annual Performance Years pursuant to Exhibit A.    For purposes of this Agreement, “Disability” has the meaning set forth in the employment  agreement, if any, between the Company and/or any Subsidiary and the Participant or, if  the Participant is not a party to such an agreement, “Disability” has the meaning ascribed  to such term in the Plan.   (ii) Retirement.  In the event of the Participant’s Retirement prior to last day  of the Vesting Period, a pro rata share of the Performance Shares shall become immediately  vested.  The pro rata share equals the product of (x) a fraction, the numerator of which is  the number of days from but excluding the Grant Date and to and including the effective  date of the Participant’s Retirement, and the denominator of which is 1,096 (but in no event  can the fraction exceed 1.0), multiplied by the greater of (y) the Target Number of  Performance Shares that is earned based on the Company’s results during the Three-Year  Performance Period as determined under Exhibit A and (z) the number of Performance  Shares banked based on the Company’s results during each completed Annual Performance  Year pursuant to Exhibit A.    For purposes of this Agreement, “Retire” and “Retirement” means the Participant’s  termination of employment with the Company and/or any Subsidiary that meets or exceeds  the Rule of 65; provided, however that continued vesting under this Section 2(b)(ii) shall  not apply if grounds to terminate the Participant’s employment for Cause existed at the  time of termination (as determined by the Company in its sole discretion) either at the time  of or following the Participant’s termination of employment.  The “Rule of 65” means the  sum of the Participant’s age and years of continuous service with the Company (including  





 






    its predecessors) equals or exceeds sixty-five (65), provided that the Participant must meet  both a minimum age of fifty-five (55) and a minimum of five (5) years of continuous  service.  Only full years of age and completed months of service shall be counted towards  meeting the Rule of 65.   (iii) Termination by the Company or any Subsidiary other than for Cause.   In the event the Participant’s employment with the Company and/or any Subsidiary is  terminated by the Company and/or any Subsidiary other than for Cause prior to meeting  the Rule of 65 set forth in Section 2(b)(ii) above and prior to the last day of the Vesting  Period the number of Performance Shares that becomes payable under Section 3 shall be  as determined under Section 2(b)(ii) above.  For purposes of this Agreement, “Cause” has  the meaning set forth in the employment agreement, if any, between the Company and/or  any Subsidiary and the Participant or, if the Participant is not a party to such an agreement,  “Cause” has the meaning, as determined by the Company in its sole discretion, set forth in  the Plan.    (iv) Termination for Cause; Other Termination of Employment.  In the  event the Participant’s employment with the Company and/or any Subsidiary is terminated  for any reason other than as provided in Section 2(b)(i), (ii) or (iii), including for Cause,  any unvested Performance Shares as of the effective date of the Participant’s termination  of employment shall immediately be forfeited without the requirement of any action by the  Company.   (v) Participants Outside the United States. For purposes of this Agreement,  if the Participant is employed or providing services outside the United States, the date the  Participant’s employment with the Company and/or any Subsidiary is terminated shall  mean the date the Participant is no longer actively providing services to Company or the  Subsidiary employing the Participant (regardless of the reason for such termination and  whether or not later found to be invalid or in breach of employment laws in the jurisdiction  in which the Participant is employed or providing services or the terms of the Participant’s  employment agreement, if any) and, unless otherwise expressly provided in this Agreement  or by the Company, the Participant’s right to vest in the Performance Shares under the  Plan, if any, will terminate as of such date and will not be extended by any notice period  (e.g., the Participant’s period of service would not include any contractual notice period or  any period of “garden leave” or similar period mandated under employment laws in the  jurisdiction in which the Participant is employed or providing service or the terms of the  Participant’s employment agreement, if any); the Company shall have the exclusive  discretion to determine when the Participant is no longer actively providing services for  purposes of the Performance Shares (including whether the Participant may still be  considered to be providing services while on a leave of absence).  (vi) Breach of Restrictive Covenants.  Notwithstanding anything to the  contrary in this Section 2(b), if the Participant at any time breaches any of the Restrictive  Covenants (as defined in Section 6), including after employment termination, then the  Performance Shares, whether previously vested or not, shall immediately be forfeited.  





 






    3. Settlement; Issuance of Shares.    (a) No Share shall be issued to the Participant with respect to a Performance Share  under this Agreement until it has become earned and vested under Section 2 above.  For purposes  of this Agreement, “Share” means a share of the Company’s Class A Common Stock, US $0.01  par value per share.  (i) If Performance Shares become earned and vested under Section  2(a), the Company shall issue a Share with respect to each such Performance Share  within ninety (90) days after the end of the Vesting Period.  (ii)  If a Participant terminates employment before the end of the Vesting  Period and becomes entitled to accelerated vesting of Performance Shares under  Section 2(b)(i)(A) due to death or a Disability that also qualifies as a Section 409A  Disability, then the Company shall issue a Share with respect to each such  Performance Share within ninety (90) days after such termination of employment.   If Performance Shares vest under Section 2(a)(i)(B) due to a Disability that is not a  Section 409A Disability, then the Company shall issue Shares with respect to each  such Performance Share as provided Section 2(a)(i) above.  (iii) If a Participant terminates employment under the circumstances  described under either Section 2(b)(ii) or Section 2(b)(iii) other than during the  twelve (12)-month period beginning on a Section 409A CIC as described in Section  3(a)(iv) below, then the Company shall issue a Share with respect to each such  Performance Share on or within ninety (90) days after the end of the Vesting Period.  (iv) Notwithstanding anything to the contrary in this Section 3(a), in the  event that there is a Change in Control described in Section 9.8(a) of the Plan that  is also a “change in the ownership or effective control of a corporation, or a change  in the ownership of a substantial portion of the assets of a corporation” within the  meaning of Treas. Reg. Section 1.409A-3(i)(5) (a “Section 409A CIC”), and the  Participant terminates employment with vested Performance Shares on or during  the twelve (12) months after a Section 409A CIC, then the Company shall issue a  Share with respect to each vested Performance Share then held by such Participant  on or within ninety (90) days after such termination of employment.  Issuance of Shares under vested Performance Shares shall in all events be subject to accelerated  payment under Section 5(b) below and the requirements under Section 8 below.  All earned and  vested Performance Shares shall be settled solely with Shares, and not cash, notwithstanding  anything to the contrary in the Plan; provided however, that fractional Shares shall be delivered  solely in cash.  





 






    (b) When Shares are delivered, the Company shall make a cash payment equal to the  aggregate amount of cash dividends and other cash distributions that the Company would have  paid to the Participant during the Vesting Period in respect of the Shares that are being delivered  under this Section 3 had such Shares been issued to the Participant on the Grant Date, without  interest.  To the extent that the Performance Shares are forfeited prior to vesting, the right to receive  such cash payments under this Section 3 shall also be forfeited.  (c) Notwithstanding the foregoing, if the Participant is resident or employed outside of  the United Sates, the Company, in its sole discretion, may settle the Performance Shares in the  form of a cash payment to the extent settlement in Shares: (i) is prohibited under applicable law;  (ii) would require the Participant, the Company or any Subsidiary to obtain the approval of any  governmental and/or regulatory body in the Participant’s country; (iii) would result in adverse tax  consequences for the Participant, the Company or a Subsidiary; or (iv) is administratively  burdensome. Alternatively, the Company, in its sole discretion, may settle the Performance Shares  in the form of Shares but require the Participant to sell such Shares immediately or within a  specified period following the Participant’s termination of employment (in which case, this  Agreement shall give the Company authority to issue sales instructions on the Participant’s behalf).  4. Payment of Taxes.  Notwithstanding any other provision of this Agreement:  (a) The provisions of Section 9.10 of the Plan are incorporated herein by reference and  made a part hereof.  The Participant acknowledges that he or she may be required to pay to the  Company or, if different, the Subsidiary that employs the Participant (the “Employer”), and that  the Company, the Employer, or any Subsidiary shall have the right and are hereby authorized to  withhold from any compensation or other amount owing to the Participant, applicable income tax,  social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items  (including taxes that are imposed on the Company or the Employer as a result of the Participant’s  participation in the Plan but are deemed by the Company or the Employer to be an appropriate  charge to the Participant) (collectively, “Tax-Related Items”), with respect to any issuance,  transfer, or other taxable event under this Agreement or under the Plan and to take such action as  may be necessary in the opinion of the Company and/or the Employer to satisfy all obligations for  the payment of such Tax-Related Items. The Participant further acknowledges that the Company  and/or the Employer (i) make no representations or undertakings regarding the treatment of any  Tax-Related Items in connection with any aspect of the Performance Shares, including, but not  limited to the grant, vesting and/or settlement of the Performance Shares and the subsequent sale  of Shares acquired upon settlement of the vested Performance Shares; and (ii) do not commit to  and are under no obligation to structure the terms of the grant or any aspect of the Performance  Shares to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve a  particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one  jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former  employer, as applicable) may be required to withhold or account for Tax-Related Items in more  than one jurisdiction.  (b) The Company and/or the Employer shall withhold, or cause to be withheld, Shares  otherwise vesting or issuable under the Performance Shares in satisfaction of any applicable  withholding tax obligations, unless the Compensation Committee of the Company’s Board of  Directors (the “Committee”)  permits the Participant to elect to satisfy such obligations by (i) cash,  





 






    wire transfer of immediately available funds or check; or (ii) if approved by the Committee, by  delivery of a written or electronic notice that the Participant has placed a market sell order with a  broker acceptable to the Company and/or the Employer with respect to Shares then issuable upon  vesting of the Performance Shares, and that the broker has been directed to pay a sufficient portion  of the net proceeds of the sale to the Company and/or the Employer in satisfaction of the aggregate  applicable withholding tax obligations; provided that payment of such proceeds is then made to  the Company and/or the Employer upon settlement of such sale in satisfaction of the applicable  withholding tax obligations, the number of Shares that may be so withheld or surrendered shall be  limited to the number of Shares that have a Fair Market Value on the date of withholding no greater  than the aggregate amount of such obligations based on the minimum individual statutory  withholding rates in the Participant’s applicable jurisdictions for U.S. federal, state, local and  foreign income tax and payroll tax purposes that are applicable to such taxable income.  Notwithstanding the foregoing, the Participant authorizes the Company and/or the Employer to  satisfy the applicable withholding tax obligations from proceeds of the sale of Shares issuable  under the Performance Shares through a mandatory sale arranged by the Company and/or the  Employer (on the Participant’s behalf pursuant to this authorization).  If the obligation for Tax- Related Items is satisfied by withholding in Shares, the Participant is deemed to have been issued  the full number of Shares subject to the vested Performance Shares, notwithstanding that a number  of the Shares are held back solely for the purpose of paying the Tax-Related Items. The Participant  acknowledges that, regardless of any action taken by the Company, the Employer, or any  Subsidiary the ultimate liability for all Tax-Related Items, is and remains the Participant’s  responsibility and may exceed the amount, if any, actually withheld by the Company or the  Employer.  (c) Notwithstanding any other provision of this Agreement, the Company and/or the  Employer shall not be obligated to deliver any certificate representing Shares issuable with respect  to the Performance Shares to, or to cause any such Shares to be held in book-entry form by, the  Participant or the Participant’s legal representative unless and until the Participant or the  Participant’s legal representative shall have paid the Tax-Related Items resulting from the grant,  vesting or settlement of the Performance Shares or any other taxable event related to the  Performance Shares.  5. Change in Control.  The following provisions shall apply in the event of a Change in  Control notwithstanding any provision to the contrary in Section 2 or Section 3 of this Agreement,  and in all events subject to the restrictions in Section 8 below.  (a) If the Company or its successor terminates the Participant’s employment other than  for Cause or the Participant resigns for Good Reason on or within twelve (12) months after certain  Change in Control transactions under the circumstances set forth in Section 9.8(a) of the Plan, as  in effect on the date hereof, then a pro rata share of the Performance Shares shall become fully and  immediately vested on the effective date of the Participant’s termination of employment.  The pro  rata share equals the greater of 100% of the Target Number of Performance Shares or the  percentage of the Target Number of Performance Shares earned based on actual performance under  Exhibit A as of the time of the Change in Control as determined by the Committee.  For purposes  of this Agreement, “Good Reason” has the meaning set forth in the employment agreement, if any,  between the Company and/or any Subsidiary and the Participant or, if the Participant is not a party  to such an agreement, “Good Reason” has the meaning set forth in the Plan.  The vesting rules  





 






    under this Section 5(a), and not Section 2(b)(ii) or Section 2(b)(iii), shall apply in the event that a  Participant has met the Rule of 65 at the time of any such termination of employment.  (b) The Target Number of Performance Shares or, if greater, the percentage of the  Target Number of Performance Shares earned based on actual performance under Exhibit A as of  the time of the Change in Control, as determined by the Committee, shall become immediately  vested if this Award is terminated on or after certain Change in Control transactions under the  circumstances set forth in Section 9.8(b) of the Plan, as in effect on the date hereof.  In the event  that any Change in Control described in Section 9.8(b) is also a Section 409A CIC, payment with  respect to any vested Performance Shares under this Section 5(b) shall be made within ten (10)  days after any such Change in Control.  A Change in Control described under this Section 5(b)  that does not qualify for accelerated payment under the immediately preceding sentence shall be  payable at the same time as is applicable to employees who continue employment with the  Company or its Subsidiaries as described in Section 2(a) above.  6. Confidentiality, Non-Solicitation and Non-Compete.  The Participant agrees,  understands, and acknowledges that by executing this Agreement, the Participant shall be bound  by, and shall abide by the restrictive covenants set forth in Appendix A of this Agreement (the  “Restrictive Covenants”).  The Participant further agrees, understands and acknowledges that the  scope and duration of the Restrictive Covenants contained in this Agreement are reasonable and  necessary to protect a legitimate, protectable interest of the Company and its Subsidiaries, and that  the Company, in its sole discretion, may require the Participant, as a condition to lapsing any  restrictions on the Performance Shares, to acknowledge in writing that the Participant has not  engaged, and is not in the process of engaging, in any of the activities described in this Section 6.  Notwithstanding the foregoing, this Section 6 only applies to the extent permissible by applicable  law or regulation.  7. Right of Setoff; Recoupment.  (a) Right of Setoff.  The Company or any Subsidiary may, to the extent permitted by  applicable law and which would not trigger tax under Section 409A of the Code, deduct from and  set off against any amounts the Company or Subsidiary may owe to the Participant from time to  time, including amounts payable in connection with this Agreement, owed as wages, fringe  benefits, or other compensation owed to the Participant, such amounts as may be owed by the  Participant to the Company or a Subsidiary, although the Participant shall remain liable for any  part of the Participant’s payment obligation not satisfied through such deduction and setoff.  By  accepting any Performance Shares granted hereunder, the Participant agrees to any deduction or  setoff under this Section 7(a).  (b) Termination of this Agreement; Recoupment.  The Agreement shall terminate  automatically and be subject to clawback and recoupment on the date the Participant violates a  Restrictive Covenant or commits an act of theft, embezzlement of funds or fraud involving money  or property of the Company or any Subsidiary.  Any outstanding Performance Shares, whether  vested or unvested, shall terminate automatically as of the date of such violation of a Restrictive  Covenant or commission of an act of theft, embezzlement or fraud and the Participant shall forfeit  such Performance Shares.  With respect to any Performance Shares that vested within the one (1)- year period prior to the date of such violation of any Restrictive Covenant or commission of an act  





 






    of theft, embezzlement or fraud, the Participant shall pay the Company, within forty-five (45)  calendar days of receipt by the Participant of a written demand therefor, or pursuant to such other  time frame as the Company, in its sole discretion, agrees to in writing with the Participant, an  amount in cash determined by multiplying the number of such Performance Shares by the Fair  Market Value of a Share on the date of such vesting.  (c) Injunctive Action.  The Participant acknowledges that if he or she violates the  terms of Sections 6 or 7, the injury that would be suffered by the Company and/or a Subsidiary as  a result of a breach of the provisions of this Agreement (including any Restrictive Covenant  described in Section 6 or provision of Section 7(b)) would be irreparable and that an award of  monetary damages to the Company and/or a Subsidiary for such a breach would be an inadequate  remedy.  Consequently, the Company and/or a Subsidiary will have the right, in addition to any  other rights it may have, including the right to forfeiture and clawback under this Agreement, to  obtain injunctive relief to restrain any breach or threatened breach or otherwise to specifically  enforce any provision of this Agreement, and the Company and/or a Subsidiary will not be  obligated to post bond or other security in seeking such relief.  Without limiting the Company’s or  Subsidiary’s rights under this Section 7 or any other remedies of the Company or a Subsidiary, if  the Participant breaches any Restrictive Covenant described in Section 6 or the provisions of  Section 7(b), the Company will have the right to cancel this Agreement.  (d) Attorneys’ Fees.  In addition to the rights available to the Company and its  Subsidiaries under Sections 7(b) and (c), if the Participant violates the terms of Sections 6 or 7 at  any time, the Company shall be entitled to reimbursement from the Participant of any fees and  expenses (including attorneys’ fees) incurred by or on behalf of the Company or any Subsidiary in  enforcing the Company’s or a Subsidiary’s rights under this Section 7.  In addition to any  injunctive relief sought under Section 7(c) and whether or not the Company or any Subsidiary  elects to make any set-off in whole or in part, if the Company or any Subsidiary does not recover  by means of set-off the full amount the Participant owes to the Company or any Subsidiary,  calculated as set forth in this Section 7(d), the Participant agrees to immediately pay the unpaid  balance to the Company or any Subsidiary.  (e) Clawback Policy; Recoupment.  Notwithstanding any other provision of this  Agreement to the contrary, any Performance Shares granted under this Agreement (including any  amounts or benefits arising or from or Shares issued with respect to such Performance Shares)  shall be subject to potential cancellation, recoupment, rescission, payback or other action in  accordance with the terms of the Company’s Clawback Policy, as it may be amended from time to  time (the “Policy”).  The Participant agrees and consents to the Company’s application,  implementation and enforcement of (i) the Policy or any similar policy established by the  Company that may apply to the Participant and (ii) any provision of applicable law relating to  cancellation, rescission, payback or recoupment of compensation, and expressly agrees that the  Company may take such actions as are necessary to effectuate the Policy, any similar policy (as  applicable to the Participant) or applicable law without further consent or action being required by  the Participant.  The Company’s rights under the Policy shall be in addition to, and not in  substitution of, the Company’s rights under this Agreement or otherwise and, in all events, the  terms of the Policy shall prevail to the extent that the terms of the Policy conflict with this  Agreement or any other plan, program, agreement or arrangement.  





 






    8. Section 409A of the Code.    (a) It is intended that this Agreement shall comply with Section 409A of the Code and  any regulations and guidelines issued thereunder (collectively, “Section 409A”) to the extent this  Agreement is subject thereto.  This Agreement shall be interpreted on a basis consistent with such  intent.  (b) If any payments or benefits provided to the Participant under this Agreement are  non-qualified deferred compensation subject to, and not exempt from, Section 409A, the following  provisions shall apply to such payments and/or benefits:  (i) For payments and benefits triggered by termination of employment,  reference to the Participant’s “termination of employment” (and corollary terms) shall be  construed to refer to the Participant’s “separation from service” (with such phrase  determined under Treas. Reg. Section 1.409A-1(h), as uniformly applied by the Company)  in tandem with the termination of employment.  (ii) If a Participant has a “separation from service” (within the meaning of  Treas. Reg. Section 1.409A-1(h)) and is deemed at that time to be a “specified employee”  (within the meaning of Treas. Reg. Section 1.409A-l(i)), any payment in settlement of a  Performance Share that is triggered by such separation from service shall not be made prior  to the earlier of (i) the expiration of the six (6)-month period measured from the date of  “separation from service” and (ii) the date of the Participant’s death as required to comply  with Section 409A(a)(2)(B) of the Code.  Any other payments shall be paid in accordance  with the normal payment dates specified herein.  Any settlement that is not triggered by a  separation from service shall be unaffected by the six (6)-month delay rule.  (iii) Each Performance Share shall be treated as a separate payment for purposes  of Section 409A of the Code.  Whenever a payment under this Agreement specifies a  payment period with reference to a number of days, the actual date of payment within the  specified period shall be within the sole discretion of the Company.  (iv) Except as specifically permitted in this Agreement, no acceleration of the  time or schedule of any payment may be made hereunder. Notwithstanding the foregoing,  payments may be accelerated hereunder (without any direct or indirect election on the part  of the Participant), in accordance with the provisions of Treas. Reg. Section 1.409A-3(j)(4),  including to pay employment-related taxes under Section 4 due to the vesting of  Performance Shares.  (v) Notwithstanding any other provision of this Agreement to the contrary, in  no event shall any payment of deferred compensation be subject to offset by any other  amount unless otherwise permitted by Section 409A.  (c) If an amendment of this Agreement is necessary in order for it to comply with  Section 409A, the Participant and the Company agree to negotiate in good faith to amend this  Agreement in a manner that preserves the original intent of the parties to the extent reasonably  possible.  No action or failure by the Company in good faith to act, pursuant to this Section 8, shall  subject the Company to any claim, liability, or expense, and the Company shall not have any  





 






    obligation to indemnify or otherwise protect the Participant from the obligation to pay any taxes  pursuant to Section 409A.  The Company does not make any representations as to the personal  income tax treatment of any payments or other benefits provided to the Participant.   9. Nature of Grant. In accepting the grant of the Performance Shares, the Participant  acknowledges, understands and agrees that:  (a) the Plan is established voluntarily by the Company, it is discretionary in nature and  it may be modified, amended, suspended or terminated by the Company at any time, to the extent  permitted by the Plan;  (b) the grant of the Performance Shares is exceptional, voluntary and occasional and  does not create any contractual or other right to receive future grants of an award, or benefits in  lieu of an award, even if Performance Shares have been granted in the past;  (c) all decisions with respect to future grants of Performance Shares or other grants, if  any, will be at the sole discretion of the Company;  (d) the Participant is voluntarily participating in the Plan;  (e) the Performance Shares and the Shares subject to the Performance Shares, and the  income from and value of same, are not intended to replace any pension rights or compensation;  (f) the Performance Shares and the Shares subject to the Performance Shares, and the  income from and value of same, are not part of normal or expected compensation for purposes of,  including but not limited to, calculating any severance, resignation, termination, redundancy,  dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or  retirement or welfare benefits or similar payments;  (g) unless otherwise agreed with the Company in writing, the Performance Shares and  the Shares subject to the Performance Shares, and the income from and value of same, are not  granted as consideration for, or in connection with, the service the Participant may provide as a  director of a Subsidiary;  (h) the future value of the underlying Shares is unknown, indeterminable and cannot  be predicted with certainty;  (i) no claim or entitlement to compensation or damages shall arise from forfeiture of  the Performance Shares resulting from the termination of the Participant’s employment (for any  reason whatsoever, whether or not later found to be invalid or in breach of employment laws in  the jurisdiction where the Participant is employed or the terms of the Participant’s employment  agreement, if any); and  (j) neither the Company nor the Employer shall be liable for any foreign exchange rate  fluctuation between the Participant’s local currency and the United States Dollar that may affect  the value of the Performance Shares or of any amounts due to the Participant pursuant to the  settlement of Performance Shares or the subsequent sale of any Shares acquired upon settlement.  





 






    10. Miscellaneous Provisions.  (a) No Service or Employment Rights.  No provision of this Agreement or of the  Performance Shares granted hereunder shall give the Participant any right to continue in the service  or employ of the Company or any Subsidiary, create any inference as to the length of employment  or service of the Participant, affect the right of the Company or any Subsidiary to terminate the  employment or service of the Participant, with or without Cause, or give the Participant any right  to participate in any employee welfare or benefit plan or other program (other than the Plan) of the  Company or any Subsidiary.  (b) Plan Document Governs.  The Performance Shares are granted pursuant to the  Plan, and the Performance Shares and this Agreement are in all respects governed by the Plan and  subject to all of the terms and provisions thereof, whether such terms and provisions are  incorporated in this Agreement by reference or are expressly cited.  Any inconsistency between  this Agreement and the Plan shall be resolved in favor of the Plan.  The Participant hereby  acknowledges receipt of a copy of the Plan.  (c) Administration.  This Agreement and the rights of the Participant hereunder are  subject to all the terms and conditions of the Plan, as the same may be amended from time to time,  as well as to such rules and procedures as the Committee may adopt for administration of the Plan.   It is expressly understood that the Committee is authorized to administer, construe, and make all  determinations necessary or appropriate to the administration of the Plan and this Agreement, all  of which shall be binding upon the Participant.  (d) Use of Personal Data.  By accepting or executing this Agreement, the Participant  acknowledges and agrees to the collection, use, processing and transfer of certain personal data,  including his or her name, salary, nationality, job title, position and details of all past Awards and  current Awards outstanding under the Plan (“Data”), for the purpose of managing and  administering the Plan.  The Participant is not obliged to consent to such collection, use, processing  and transfer of personal data, but a refusal to provide such consent may affect his or her ability to  participate in the Plan.  The Company, or its Subsidiaries, may transfer Data among themselves or  to third parties as necessary for the purpose of implementation, administration and management of  the Plan.  These various recipients of Data may be located elsewhere throughout the world.  The  Participant authorizes these various recipients of Data to receive, possess, use, retain and transfer  the Data, in electronic or other form, for the purposes of implementing, administering and  managing the Plan.  The Participant may, at any time, review Data with respect to the Participant  and require any necessary amendments to such Data.  The Participant may withdraw his or her  consent to use Data herein by notifying the Company in writing; however, the Participant  understands that by withdrawing his or her consent to use Data, the Participant may affect his or  her ability to participate in the Plan.  (e) Severability.  If a provision of this Agreement is or becomes illegal, invalid or  unenforceable in any jurisdiction then that provision is to be construed either by modifying it to  the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if  not), and that shall not affect the validity or enforceability in that jurisdiction of any other provision  of this Agreement, or the validity or enforceability in other jurisdictions of that or any other  provision of this Agreement.   





 






    (f) Waiver; Cumulative Rights.  The failure or delay of either party to require  performance by the other party of any provision hereof shall not affect its right to require  performance of such provision unless and until such performance has been waived in writing.   Each and every right hereunder is cumulative and may be exercised in part or in whole from time  to time.  (g) Notices.  Any notice which either party hereto may be required or permitted to give  the other shall be in writing and may be delivered personally or by mail, postage prepaid, addressed  to the Chief Legal Officer, General Counsel & Corporate Secretary of the Company, at its then  corporate headquarters, and the Participant at the Participant’s address (including any electronic  mail address) as shown on the Company’s records, or to such other address as the Participant, by  notice to the Company, may designate in writing from time to time.  The Participant hereby  consents to electronic delivery of any notices that may be made hereunder.  (h) Acknowledgments.  The Participant acknowledges that the Participant has been  provided 14 calendars days within which to consider this Agreement.  If the Participant elects not  to take the entire 14 calendar days to consider this Agreement, the Participant has done so  voluntarily.  The Participant further acknowledges that the Participant was advised in writing that  the Participant has the right to consult with an attorney before signing this Agreement.  (i) Counterparts.  This Agreement may be signed in counterparts, each of which shall  be an original, but both of which shall constitute but one and the same instrument.  (j) Successors and Assigns.  This Agreement shall inure to the benefit of and be  binding upon each successor and assign of the Company.  All obligations imposed upon the  Participant, and all rights granted to the Company hereunder, shall be binding upon the  Participant’s heirs, legal representatives and successors and no consent is required from the  Participant for such assignment.   (k) Securities Matters.  Subject to Section 409A, the Company shall not be required  to deliver any Shares until the requirements of any U.S. federal or state securities or other laws,  rules or regulations (including the rules of any securities exchange) as may be determined by the  Company to be applicable are satisfied.  (l) Imposition of Other Requirements.  The Company reserves the right to impose  other requirements on the Participant’s participation in the Plan, on the Performance Shares and  on any Shares acquired under the Plan, to the extent the Company determines, in its sole discretion,  it is necessary or advisable to comply with local law, rules and regulations or to facilitate the  operation and administration of the Performance Shares and the Plan.  Such requirements may  include (but are not limited to) requiring the Participant to sign any agreements or undertakings  that may be necessary to accomplish the foregoing.  (m) Cooperation; Repatriation and Compliance Obligations.  The Participant agrees  to cooperate with the Company and the Employer in taking any action reasonably necessary or  advisable to consummate the transactions contemplated by this Agreement.  Further, the  Participant agrees to repatriate all payments attributable to the Performance Shares in accordance  with local foreign exchange rules and regulations in Participant’s country of residence (and country  





 






    of employment, if different).  In addition, the Participant agrees to take any and all actions, and  consents to any and all actions taken by the Employer, the Company and its Subsidiaries as may  be required to allow the Employer, the Company and its Subsidiaries to comply with applicable  law in the Participant’s country of residence (and country of employment, if different).  Finally,  the Participant agrees to take any and all actions that may be required to comply with the  Participant’s personal legal and tax obligations under local laws, rules and regulations in the  Participant’s country of residence (and country of employment, if different).  (n) Non-U.S. Addendum. Notwithstanding any provisions in this Agreement to the  contrary, the Performance Shares shall be subject to any special terms and conditions set forth in  Appendix B, the Non-U.S. Addendum to this Agreement, for the Participant’s country of residence  (and country of employment or service, if different). Moreover, if the Participant relocates to  another country, any special terms and conditions for such country will apply to the Participant, to  the extent the Company determines, in its sole discretion, that the application of such terms and  conditions is necessary or advisable for legal or administrative reasons (or the Company may  establish alternative terms and conditions as may be necessary or advisable to accommodate the  Participant’s transfer). The Non-U.S. Addendum in Appendix B constitutes part of this Agreement.  (o) English Language. The Participant acknowledges that he or she is proficient in the  English language, or has consulted with an advisor who is proficient in the English language, so  as to enable the Participant to understand the provisions of this Agreement and the Plan. If the  Participant has received this Agreement or any other document related to the Plan translated into  a language other than English and if the meaning of the translated version is different than the  English version, the English version will control.  (p) Electronic Delivery and Acceptance.  The Company, in its sole discretion, may  decide to deliver any documents related to current or future participation in the Plan by electronic  means.  The Participant hereby consents to receive such documents by electronic delivery and  agrees to participate in the Plan through an on-line or electronic system established and maintained  by the Company or a third party designated by the Company.  (q) Change in Position.  If the Company and/or its Subsidiaries changes the  Participant’s position or title with the Company and its Subsidiaries, or transfers the Participant  from one affiliate to another, this Agreement and my obligations hereunder will remain in force.  (r) Governing Law.  This Agreement and the Performance Shares granted hereunder  shall be governed by, and construed and enforced in accordance with, the laws of the U.S. State of  Delaware, without giving effect to provisions thereof regarding conflict of laws.  (s) Entire Agreement.  This Agreement, together with the Plan, constitutes the entire  obligation of the parties hereto with respect to the subject matter hereof and shall supersede any  prior expressions of intent or understanding with respect to this transaction.  (t) Amendment.  Any amendment to this Agreement shall be in writing and signed by  an executive officer of the Company or the VP, Rewards.  (u) Headings and Construction.  The headings contained in this Agreement are for  reference purposes only and shall not affect the meaning or interpretation of this Agreement.    





 






    IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an  officer thereunto duly authorized, and the Participant has electronically accepted this Agreement  through the Company’s electronic delivery and acceptance process operated by Merrill or hereunto  set his or her hand, all as of the day and year first above written.    ZEBRA TECHNOLOGIES CORPORATION   By:        Name:  Anders Gustafsson   Title:    Chief Executive Officer