ZBRA » Topics » 2008 Director Compensation

This excerpt taken from the ZBRA DEF 14A filed Apr 21, 2009.

2008 Director Compensation

Fees Earned
or Paid Option All other
Name(1)      in Cash ($)      Awards ($)(2)(3)      Compensation ($)      Total ($)
Edward L. Kaplan    $ 0          $ 0         $ 491,430 (4)   $ 491,430
Richard Keyser   $ 25,530 $ 32,566        $ 0        $ 58,096
Christopher Knowles $ 39,500 $ (11,874 ) $ 0   $ 27,626
Andrew Ludwick $ 23,974   $ 89,143 $ 0 $ 113,117
Ross Manire $ 49,000 $ 74,991   $ 0 $ 123,991
Robert Potter $ 59,500 $ 74,991 $ 0 $ 134,491
Michael Smith $ 130,000 $ 74,991 $ 0 $ 204,991
____________________
 
(1)       Aggregate number of shares underlying unexercised stock option awards outstanding on December 31, 2008, for each of the Company’s independent directors: Mr. Kaplan: 219,203; Mr. Keyser: 18,000; Mr. Knowles: 47,000; Mr. Ludwick: 24,000; Mr. Manire: 48,034; Dr. Potter: 49,534; and Mr. Smith: 47,500. Mr. Cless, who is an executive officer, is also a director but does not receive any additional compensation for services provided as a director.

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(2)       The amounts reflected represent the dollar amounts recognized for awards of stock options for financial statement reporting purposes for the year ended December 31, 2008, in accordance with SFAS 123(R). Please refer to Note 4, “Stock Based Compensation,” of the Company’s consolidated financial statements for 2008 included in the Company’s Form 10-K for 2008, as filed with the Securities and Exchange Commission on February 27, 2009, for a discussion of assumptions relevant to the calculation of such amounts.
 
(3) The Company’s non-employee directors received stock option awards in 2008 as described above under “Director Compensation.” All such awards were granted under the 2006 Zebra Technologies Corporation Incentive Compensation Plan. The grant date values of such awards calculated in accordance with SFAS 123(R) were as follows:
 
Richard Keyser $ 240,300
Andrew Ludwick
       stock option for 18,000 shares       $ 250,200
       stock option for 6,000 shares $ 83,400
Ross Manire $ 27,800
Robert Potter $ 27,800
Michael Smith $ 27,800

(4)       Consists of the following payments to Mr. Kaplan: quarterly consulting payments pursuant to the Kaplan Consulting Agreement of $487,500; health and dental insurance premiums of $3,930.
This excerpt taken from the ZBRA DEF 14A filed Apr 22, 2008.

2007 Director Compensation

Fees Earned
or Paid Option
Name(1)        in Cash ($)        Awards ($)(2)        Total ($)
Christopher Knowles $266,500 $57,848 $324,348
Ross Manire $152,500 $57,848 $210,348
Robert Potter $174,000 $57,848 $231,848
Michael Smith $205,500 $57,848 $263,348

(1) Aggregate number of shares underlying unexercised option awards outstanding on December 31, 2007, for each of the Company’s independent directors: Mr. Knowles: 47,000; Mr. Manire: 46,034; Dr. Potter: 47,534; and Mr. Smith: 45,500.
       
(2) The amounts reflected represent the dollar amounts recognized for awards of stock options for financial statement reporting purposes for the year ended December 31, 2007, in accordance with SFAS 123(R). The independent directors were not granted any equity awards in 2007. Please refer to Note 3, “Stock Based Compensation,” of the Company’s consolidated financial statements for 2007 included in the Company’s Form 10-K for 2007, as filed with the Securities and Exchange Commission on March 1, 2008, for a discussion of assumptions relevant to the calculation of such amounts.
This excerpt taken from the ZBRA DEF 14A filed Apr 24, 2007.

DIRECTOR COMPENSATION

     For 2006, the Company paid each of its independent directors an annual retainer, which was paid on a quarterly basis. The retainer was $6,250 per quarter. The Company also paid its independent directors the following fees: $1,500 for each Board meeting; $1,000 for each Committee meeting that occurred on the day of a Board meeting; and $1,500 for each Committee meeting that did not occur on the day of a Board meeting. The Chairs of the Audit, Compensation, Facilities and Search Committees each received an additional $500 per Committee meeting. Except where indicated, the fees described above were paid for meetings attended in person or by telephone. Summary information regarding fees paid to the independent directors is set forth in the table below. The directors were also reimbursed for out-of-pocket expenses for attending Board and Committee meetings. Pursuant to a March 2007 amendment to the Company’s 2005 Executive Deferred Compensation Plan, independent directors may now participate in such plan and elect to defer a portion of their compensation. Such plan is described below in “Non-Qualified Deferred Compensation.”

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    Fees Earned       
    or Paid    Option   
Name(1)                           in Cash ($)                         Awards ($)(2)(3)                        Total ($)
Christopher Knowles    $81,500    $66,169    $ 147,669 
Ross Manire    $61,500    $76,468  $ 137,968 
Robert Potter    $68,500    $76,468  $ 144,968 
Michael Smith    $66,000    $66,169  $ 132,169 

(1)       Aggregate number of unexercised option awards outstanding on December 31, 2006 for each of the Company’s independent directors: Mr. Knowles: 47,000; Mr. Manire: 46,034; Dr. Potter: 47,534; and Mr. Smith: 45,500.
 
(2) The amounts reflected represent the dollar amounts recognized for awards of stock options for financial statement reporting purposes for the fiscal year ended December 31, 2006 in accordance with SFAS 123(R).
 
(3) On February 8, 2006, all of the Company’s non-employee directors, Messrs. Knowles, Manire, Potter and Smith, were each awarded stock options to purchase 20,000 shares of Company common stock for an exercise price of $46.18 under the 2002 Non-Employee Director Stock Option Plan. These options were granted at an exercise price equal to the fair market value of the Company’s Common Stock on the date of grant. The grant date value of each director’s award in accordance with SFAS 123(R) was $289,400.
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