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| ZBRA > SEC Filings for ZBRA > Form 8-K/A on 20-May-2009 | All Recent SEC Filings |
20-May-2009
Change in Directors or Principal Officers, Financial Statements and Exh
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
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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.
(d) Exhibits
Exhibit
Number Description of Exhibits
Exhibit 10.1 Form of Stock Appreciation Rights Agreement (previously filed with
the Securities and Exchange Commission as an exhibit to Zebra's
Current Report on Form 8-K filed on May 13, 2009).
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