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ZBRA > SEC Filings for ZBRA > Form 8-K on 13-May-2009All Recent SEC Filings

Show all filings for ZEBRA TECHNOLOGIES CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ZEBRA TECHNOLOGIES CORP


13-May-2009

Change in Directors or Principal Officers, Financial Statements and Exhib


Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

Form of Stock Appreciation Rights Agreement

On May 7, 2009, the Compensation Committee (the "Compensation Committee") of the Board of Directors of Zebra Technologies Corporation (the "Company") approved a form of Stock Appreciation Rights Agreement (the "SAR Agreement") for the grant of stock appreciation rights ("SARs") to the Company's executive officers under the 2006 Zebra Technologies Corporation Incentive Compensation Plan (the "Plan"). Each SAR grant will be evidenced by a SAR Agreement which is effective when, and as of, the date of the applicable SAR grant.

The SAR Agreement sets forth the terms applicable to the grant of a SAR. Once vested, a SAR entitles a recipient to receive a payment, for each share of the Company's Class A Common Stock (the "Stock") covered by the SAR, equal to the difference between the base price of the SAR as indicated in the SAR Agreement, and the fair market value of one share of Stock on the date the recipient exercises the SAR. The payment will be settled in shares of Stock, plus cash for the value of any fractional share of Stock. Each SAR has a ten-year term and covers a number of shares of Stock set forth in the SAR Agreement. Each SAR vests as set forth in the SAR Agreement, as long as the recipient remains employed by the Company; however, each SAR will vest before the expiration of the regular vesting period(s) in the event of death, disability or a change in control (as such terms are defined in the Plan) in accordance with the terms of the SAR Agreement. A SAR is forfeited in certain situations specified in the SAR Agreement, including if, before the SAR vests, the executive officer's employment is terminated by the Company for cause (as defined in the SAR Agreement). The SAR Agreement also contains confidentiality, non-solicitation and non-compete provisions.

The summary of the SAR Agreement contained herein is qualified in its entirety by reference to the SAR Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Restricted Stock Awards and Stock Appreciation Rights

On May 7, 2009 (the "Grant Date"), the Compensation Committee approved grants of
restricted stock and stock appreciation rights under the Plan, to the named
executive officers (the "Named Officers") of the Company, as follows:



                                                                Shares of            Shares Covered by
Named Officer                        Title                   Restricted Stock     Stock Appreciation Right
Anders Gustafsson      Chief Executive Officer                    45,000                  115,000
Hugh K. Gagnier        Senior Vice President, Business
                       Development and Operations,
                       Specialty Printer Group                    10,878                   29,122
Philip Gerskovich      Senior Vice President, Corporate
                       Development                                 8,158                   21,842
Michael C. Smiley      Chief Financial Officer                    10,878                   29,122
Michael H. Terzich     Senior Vice President, Global
                       Sales and Marketing, Specialty
                       Printer Group                               9,518                   25,482

Each of the restricted stock grants vests in three equal installments on each of the first three anniversaries of the Grant Date, as long as the Named Officer continues to be employed by the Company. The restricted stock was granted pursuant to the Company's form of Restricted Stock Agreement (time-vesting) attached as an exhibit to the Company's Current Report on Form 8-K filed with the SEC on December 8, 2008.


Each stock appreciation right was granted pursuant to the SAR Agreement and
(i) has a base price of $19.56, the closing price of the Stock on the Grant Date, and (ii) vests in four equal installments on each of the first four anniversaries of the Grant Date, as long as the Named Officer continues to be employed by the Company on such respective dates.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

           Exhibit
           Number         Description of Exhibits

           Exhibit 10.1   Form of Stock Appreciation Rights Agreement.


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