Exhibit 10.1
S
TOCK
A
PPRECIATION
R
IGHTS
A
GREEMENT
This STOCK APPRECIATION RIGHTS
AGREEMENT (this “SAR Agreement”), dated as of
<<Insert Date>> (the “Grant Date”), is
between ZEBRA TECHNOLOGIES CORPORATION , a Delaware
corporation (the “Company”), and <<Insert SAR
Recipient’s Name>> (the “Participant”),
relating to a stock appreciation right granted under the 2006 Zebra
Technologies Corporation Incentive Compensation Plan (the
“Plan”). Capitalized terms used in this SAR Agreement
without definitions shall have the meanings ascribed to such terms
in the Plan.
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1.
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Grant of Stock Appreciation
Right .
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(a)
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Grant
. Subject to the provisions of this SAR Agreement
and pursuant to the provisions of the Plan, the Company hereby
grants to the Participant as of the Grant Date a stock appreciation
right (the “SAR”) covering <<Insert Number of
Shares>> shares (the “SAR Shares”) of the
Company’s Class A Common Stock, $0.01 par value per
share (the “Stock”), at a price of <<Insert Stock
Price>> per share (the “SAR Price”). The SAR is
not issued in tandem with an Option.
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(b)
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Term of the SAR
.
Unless the SAR
terminates earlier pursuant to other provisions of the SAR
Agreement, the SAR shall expire on the tenth (10
th
) anniversary
of the Grant Date (the “Expiration Date”).
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(c)
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Nontransferability
. The SAR shall be nontransferable, except by will
or the laws of descent and distribution, or as otherwise permitted
under the Plan.
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(a)
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General Vesting
Rule .
Prior to the Expiration Date, the
SAR shall become and be exercisable as follows:
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Percentage of SAR Exercisable
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Prior to the first anniversary of
the Grant Date
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0%
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On or after the first anniversary
of the Grant Date
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<<Insert
Percentage>>%
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On or after the second
anniversary of the Grant Date, an additional
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<<Insert
Percentage>>%
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On or after the third anniversary
of the Grant Date, an additional
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<<Insert
Percentage>>%
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On or after the fourth
anniversary of the Grant Date, an additional
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<<Insert
Percentage>>%
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provided, however, except as
otherwise provided for under this SAR Agreement, the Participant
must remain employed by the Company or any Subsidiary continuously
through the applicable vesting dates.
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(b)
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Death or
Disability . Notwithstanding the provisions of
Section 2(a) hereof, in the event the Participant’s
employment with the Company and/or any Subsidiary is terminated due
to the Participant’s death or Disability, any unvested
portion of the SAR as of the date of such Participant’s
termination of employment shall immediately become fully vested and
exercisable and, along with any unexercised vested portion of the
SAR, shall remain exercisable until the earlier of:
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(i)
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the Expiration Date;
or
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(ii)
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one (1) year after the date
of the Participant’s termination of employment due to the
Participant’s death or Disability.
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In the event of the
Participant’s death, the Participant’s beneficiary or
estate may exercise the vested SAR.
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(c)
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Retirement
. In the event the Participant’s employment
with the Company and/or any Subsidiary is terminated due to
Retirement, any unexercised vested portion of the SAR as of the
date of the Participant’s termination of employment shall
remain exercisable until the earlier of:
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(i)
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the Expiration Date;
or
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(ii)
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one (1) year after the date
of the Participant’s termination of employment due to
Retirement.
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For purposes of this SAR Agreement,
“Retirement” means the Participant’s voluntary
termination of employment with the Company and/or any Subsidiary
after attaining either:
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•
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age fifty-five (55) with ten
(10) or more complete years of service with the Company and/or
any Subsidiary; or
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(d)
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Termination for
Cause .
In the event the Participant’s
employment with the Company and/or any Subsidiary is terminated for
Cause, any unexercised SAR, whether vested or not, shall expire
immediately, be forfeited, and be considered null and void. For
purposes of this SAR 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 subject to such an agreement, “Cause” means, as
determined by the Company in its sole discretion, termination of
the Participant’s employment with the Company or any
Subsidiary because of the Participant’s:
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(i)
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material breach (as determined by
the Committee in good faith) of this SAR Agreement or of any other
agreement to which the Participant and the Company are parties;
or
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(ii)
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material violation of Company
policy, regardless of whether within or outside of his or her
authority; or
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(iii)
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willful or intentional
misconduct; gross negligence; dishonest, fraudulent, or unethical
behavior; or other conduct involving serious moral turpitude in the
performance of his or her duties; or
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(iv)
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dishonesty, theft or conviction
of any crime or offense involving money or property of the Company
or any Subsidiary; or
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(v)
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breach of any fiduciary duty
owing to the Company or any Subsidiary; or
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(vi)
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unauthorized disclosure of
Confidential Information (as defined in Section 6(a) hereof)
or unauthorized dissemination of Company Materials (as defined in
Section 6(a) hereof); or
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(vii)
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conduct that is, or could
reasonably be expected to be, materially harmful to the Company or
any of its subsidiaries or affiliates, as determined by the
Committee in good faith.
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(e)
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Other Termination of
Employment . In
the event the Participant’s employment with the Company or
any Subsidiary is terminated for any reason other than as provided
in Section 2(b), (c) or (d) hereof, the unexercised
vested portion of the SAR as of the date of such
Participant’s termination of employment shall remain
exercisable until the earliest of:
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(i)
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the Expiration Date;
or
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2
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(ii)
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ninety (90) days after the
date of the Participant’s involuntary (as to the Participant)
termination of employment for reasons other than death, Disability,
Retirement, or Cause; or
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(iii)
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thirty (30) days after the
date of the Participant’s voluntary termination of employment
for reasons other than Retirement.
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(f)
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Change in Control
Vesting . Subject to the provisions of Section 15 of
the Plan, if a Change in Control occurs, 100% of the remaining
unvested portion of the SAR shall be immediately vested and
exercisable upon such Change in Control and, along with the
unexercised vested portion of the SAR, shall remain exercisable
through the Expiration Date.
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(a) Notice of Exercise
. Prior to the Expiration Date, the vested portion of the SAR
may be exercised, in whole or in part, by delivering written notice
to the Company in accordance with Section 7(k) hereof and in
such form as the Company may require from time to time. Such notice
of exercise shall specify the number of SAR Shares to be
exercised.
(b) Payment . As of
the date of exercise of the SAR, the Company shall settle the
exercised portion of the SAR as provided in Section 7.5 of the
Plan. The amount of the payment for each SAR Share exercised shall
equal (i) the Fair Market Value of a share of Stock on the
date of exercise, less (ii) the SAR Price for each such
exercised SAR Share. The exercised SAR shall be settled in whole
shares of Stock, and cash for the value of a fractional share of
Stock.
(c) Payment of Taxes .
If the Company is obligated to withhold an amount on account of any
tax imposed as a result of the exercise of the SAR, the Participant
shall be required to remit such amount to the Company, as provided
in Section 17.1 of the Plan. Alternatively, subject to
Committee approval, the Participant may elect to withhold a portion
of the SAR exercise payment equal to the minimum statutory tax that
would be imposed on the exercise, as provided under
Section 17.2 of the Plan. The Participant acknowledges and
agrees that the Participant is responsible for the tax consequences
associated with the grant of the SAR and its exercise.
(d) Death Prior to
Exercise . In the event of the Participant’s death
prior to the exercise of any vested portion of the SAR, the
Participant’s beneficiary or estate may exercise the vested
SAR.
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4.
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Compliance with Federal and
State Law . The
Company reserves the right to delay the Participant’s
exercise of any portion of the SAR if (a) the Company’s
issuance of Stock upon such exercise would violate any applicable
federal or state securities laws or any other applicable laws or
regulations, or (b) the Company reasonably determines that
payment of such SAR portion would not be deductible under Code
Section 162(m). The Participant may not sell or otherwise
dispose of any portion of the SAR in violation of any applicable
law. The Company may postpone issuing and delivering any Stock in
payment for the exercise of such portion of the SAR for so long as
the Company reasonably determines to be necessary to satisfy the
following:
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(i)
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its completing or amending any
securities registration or qualification of the Stock or it or the
Participant satisfying any exemption from registration under any
federal or state law, rule, or regulation;
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(ii)
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its receiving proof it considers
satisfactory that a person seeking to exercise the SAR after the
Participant’s death is entitled to do so;
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(iii)
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Participant complying with any
requests for representations under the Plan; and
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(iv)
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Participant complying with any
federal, state, or local tax withholding obligations.
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5.
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Changes in Company’s
Capital Structure . As
may be determined to be appropriate and equitable by the Committee,
in its complete and sole discretion, to prevent dilution or
enlargement of rights, the Committee shall make or authorize to be
made an adjustment in the number and class of SAR Shares and/or the
SAR Price to prevent dilution or enlargement of rights, as a result
of the following:
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(i)
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any adjustment, recapitalization,
reorganization or other changes in the Company’s capital
structure or its business; or
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(ii)
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any merger or consolidation of
the Company; or
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(iii)
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any issuance of bonds,
debentures, preferred or prior preference stock ahead of or
affecting the Company’s Stock or the rights thereof;
or
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(iv)
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the dissolution or liquidation of
the Company; or
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(v)
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any sale or transfer of all or
any part of the Company’s assets or business; or
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(vi)
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any other corporate act or
proceeding, whether of a similar character or otherwise.
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6.
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Confidentiality,
Non-Solicitation and Non-Compete . The
Participant agrees to, understands, and acknowledges the
following:
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(a)
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Confidential
Information . The
Participant will be furnished, use or otherwise have access to
certain Confidential Information of the Company and/or a
Subsidiary. For purposes of this SAR Agreement, “Confidential
Information” means any and all financial, technical,
commercial or other information concerning the business and affairs
of the Company and/or a Subsidiary that is confidential and
proprietary to the Company and/or a Subsidiary, including without
limitation:
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(i)
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information relating to the
Company’s or Subsidiary’s past and existing customers
and vendors and development of prospective customers and vendors,
including specific customer product requirements, pricing
arrangements, payment
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