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Exhibit
10.2
FIRST
AMENDMENT
TO
NON-QUALIFIED STOCK OPTION
AGREEMENT DATED FEBRUARY 8, 2006
THIS FIRST AMENDMENT
(the “ Amendment ”), effective as of
May 22, 2008 (the “ Effective Date ”),
amends that certain Non-Qualified Stock Option Agreement dated as
of February 8, 2006 (the “ 2006 Option Agreement
”), by and between Zebra Technologies Corporation, a Delaware
corporation (the “ Company ”) and Christopher G.
Knowles (the “ Participant ”). Capitalized terms
used but not otherwise defined herein shall have the meaning
ascribed to such terms in the 2006 Option Agreement, or, if not
defined therein, then the meaning ascribed to such terms in the
Zebra Technologies Corporation 2002 Non-Employee Director Stock
Option Plan (the “ Plan ”).
RECITALS
WHEREAS , Company and
Participant desire to amend the 2006 Option Agreement to accelerate
the vesting and extend the exercise period for Option issued
thereunder; and
WHEREAS ,
Section 12 of the Plan permits the amendment of the 2006
Option Agreement.
NOW THEREFORE , in
consideration of the foregoing premises, the terms and conditions
hereinafter set forth, the mutual benefits to be gained by the
performance thereof, and other good and valuabl
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