ZBRA » Topics » Employment Arrangements

This excerpt taken from the ZBRA DEF 14A filed Apr 10, 2006.

          Employment Arrangements 

          On January 27, 1997, the Company agreed to provide Mr. Whitchurch a one-year continuation of his base salary at the time of termination if he is terminated within six months after a change in control of the Company or a change of CEO.  Such agreement also provides that, at such time, all of Mr. Whitchurch’s options would vest and he would have six months to exercise such options.

          In connection with Zebra’s merger with Mr. Gagnier’s predecessor employer, Eltron International, Inc., the Company entered into an Employment Agreement with Mr. Gagnier on July 9, 1998.  Unless terminated, this Employment Agreement automatically renews on December 31st of each year for a one-year period.  After giving effect to the most recent base salary increase which was effective April 4, 2005, Mr. Gagnier is entitled to a minimum base salary of $303,255 per year.  If his employment is terminated without cause, he would be entitled to a one-year continuation of his base salary at the time of termination.  During such period, he would also be entitled to certain medical and life insurance benefits.  In the event of a change in control of Zebra, Mr. Gagnier may terminate his Employment Agreement within one year after such event and receive a lump sum severance payment equal to one year of his base salary at the time of termination.

          In connection with the commencement of Mr. Gerskovich’s employment by the Company, he entered into an Executive Employment Agreement effective March 10, 2005.  Mr. Gerskovich is entitled to a base salary of $335,000 per year, which may be increased or decreased from time to time by the Chief Executive Officer.  Under his agreement, upon his employment, Mr. Gerskovich received stock options to purchase 29,786 shares of the Company’s common stock.  In addition, since Mr. Gerskovich reached the performance goals set by the Company for his first year of employment in accordance with his agreement, the Company granted him stock options for common stock with a value equal to $1,000,000 based upon a valuation at the end of his first year of employment.  The terms of the options granted to Mr. Gerskovich are stated in the Company’s 1997 Stock Option Plan.  The Agreement also provides for relocation assistance.  In the event that the Company terminates Mr. Gerskovich’s employment without Cause or he terminates his employment for Good Reason, as such terms are defined in the Agreement, he shall be entitled to a twelve-month continuation of his base salary at the time of termination, reduced by any amount payable to him under any severance plan or arrangement maintained by the Company.

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