Exhibit 10.1
ZEBRA TECHNOLOGIES
CORPORATION
AND ITS
SUBSIDIARIES
2007 MANAGEMENT BONUS
PLAN
SECTION 1 – PURPOSE
1.1
Purpose:
Zebra Technologies Corporation and its subsidiaries
(“Zebra”) sponsors a Management Bonus Plan (the
“Plan”) to focus the attention of participants on
growing the business based on a specific set of goals and to reward
performance in attaining these goals. While Associates play many
different roles within the Company, the Company will be successful
only if all Associates are focused on achieving common goals,
strive individually for functional excellence in their assigned
roles, and contribute to organizational excellence as a team. The
Plan is established pursuant to the 2006 Zebra Technologies
Corporation Incentive Compensation Plan and is subject to the
provisions set forth therein.
SECTION 2 –
DEFINITIONS
2.1
Definitions:
Wherever used herein, the following terms shall have the respective
meanings set forth below, unless otherwise expressly provided. When
the defined meaning is intended, the term is
capitalized.
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(a)
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“Associate” shall mean an employee
of Zebra Technologies Corporation or one of its
subsidiaries.
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(b)
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“Base
Earnings” shall mean the actual gross base pay received,
while an eligible Participant, during the Plan Year. Base Earnings
shall exclude payments of all other bonuses, commissions, imputed
income, and any other non-base pay forms of
compensation.
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(c)
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“Bonus
Award” shall mean the award earned by a Participant based on
a comparison of actual year-end results against the Financial
Performance Goals and Individual Performance Goals established at
the beginning of the Plan Year.
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(d)
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“Cause” shall mean a
Participant’s failure to follow directives and policies of
the Company, the failure to follow the reasonable directives of a
superior, willful malfeasance, gross negligence, acts of
dishonesty, or conduct injurious to the Company.
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(e)
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“Committee” shall mean the
Compensation Committee of the Board of Directors of Zebra
Technologies Corporation.
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(f)
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“Company” shall mean Zebra
Technologies Corporation and its subsidiaries.
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(g)
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“Financial Performance Goal” shall
mean the budgeted level of operating profit, for the Company or
applicable business unit, as further defined in Section 4.2
and Exhibit A.
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(h)
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“Individual Performance Goals” shall
mean clear, specific, and measurable goals that are aligned with
the overall goals of the Company or applicable business unit, and
are approved by the applicable business unit or functional Vice
President.
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(i)
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“Participant” shall mean an
Associate of the Company who is in a position meeting the defined
eligibility criteria for participation in the Plan, as stated in
Sections 3.1 and 3.2.
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(j)
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“Performance Payout Percentage”
shall mean the amount of Target Bonus Percentage awarded based on
the level of goal achievement.
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(k)
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“Plan” shall mean the Zebra
Technologies Corporation and Its Subsidiaries 2007 Management Bonus
Plan in the form established and defined herein.
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(l)
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“Plan
Year” shall mean the fiscal year of Zebra Technologies
Corporation, which extends from January 1, 2007 through
December 31, 2007.
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(m)
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“Section
16 Officers” shall mean any officers of the Company as
defined in Rule 16a-1 under the Securities Exchange Act of 1934, as
amended.
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(n)
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“Target
Bonus Percentage” shall mean the percent of Base Earnings
which would be paid to a Participant if the respective target
levels of the Financial Performance Goals and Individual
Performance Goals applicable to such Participant in the Plan Year
were achieved.
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SECTION 3 – ELIGIBILITY AND
PARTICIPATION
3.1
Eligibility:
Eligibility for participation in the Plan will be limited to those
Associates who, by the nature and scope of their position,
regularly and directly make or influence policy or operating
decisions which impact the growth, profitability, and earnings
results of the Company. For purposes of this Plan, such Associates
are limited to the Chief Executive Officer, Vice Presidents,
Directors, and Managers, by job title, provided they are assigned a
salary grade of E-12 or above. Department supervisors also may be
considered eligible for participation provided they are in an
exempt salaried position and regularly supervise no less than four
direct reports. Any Associate participating in a sales incentive or
commission arrangement shall be excluded from participation in this
Plan.
3.2
Participation:
Participation in the Plan shall be determined annually by the Vice
President, Human Resources; provided, however, that participation
by Section 16 Officers of the Company shall be determined by
the Committee. Associates approved for participation shall be
notified of their selection.
3.3
Partial Plan
Year Participation: The Vice President, Human Resources may
allow an Associate who becomes eligible during the Plan Year,
either as a new hire or as a result of an internal promotion, to
participate in the Plan provided, however, that participation by
Section 16 Officers of the Company shall be determined by the
Committee. In such case, only Base Earnings received, while an
eligible Participant, in the Plan Year shall be used in calculating
the Bonus Award. Newly hired Associates or Associates who first
become eligible as a result of an internal promotion must have a
hire date or a promotion date prior to November 1,
2007.
3.4
Changes In
Participation Level and/or Organizational Unit: A Participant
who changes positions and/or is assigned to a different
organizational unit (as defined by their reporting relationship),
during the Plan Year, shall have their Bonus Award calculated on a
prorated basis using the time eligible in each situation to account
for changes in the calculation components. However, if such a
change occurs on or after November 1, 2007, the
Participant’s Bonus Award will be calculated for the full
Plan Year using the measures of the immediately preceding
position.
3.5
Leave of
Absence: A Participant on an approved leave of absence, as
defined by the Family and Medical Leave Act of 1993, shall be
considered eligible for a full Bonus Award payable at the same time
as other Participants. A Participant on any other form of approved
leave of absence shall have their Bonus award calculated on a
partial year basis, payable at the same time as other Participants
or upon their return to active duty, whichever is later.
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3.6
No Right to
Participate: Participation by an Associate in a bonus plan in
any period prior to the Plan Year does not provide a right or
entitlement to be selected for participation in the Plan Year or
any future period.
SECTION 4 – BONUS AWARD
DETERMINATION
4.1
Eligibility for
Bonus Award: Except as provided in Section 6, in order to
be eligible to receive a Bonus Award for any Plan Year, a
Participant must be employed continuously as a Participant through
the entire Plan Year (or partial Plan Year, in accordance with
Section 3.3) and at the time that the Bonus Award is
paid.
4.2
Financial
Performance Goals: The Financial Performance Goal for the
Company shall be the budgeted level of consolidated income from
operations, as defined in Exhibit A. The Financial Performance Goal
for designated business units shall be the budgeted level of direct
operating profit, as defined in Exhibit A. The Financial
Performance Goal shall represent the target level of performance
required to earn one hundred percent (100%) of the Target
Bonus Percentage. The minimum performance level required to receive
a bonus award, under the financial performance component of this
Plan, shall be 86.7% of the applicable Financial Performance Goal.
The maximum performance
