ZBRA » Topics » Exercise of Option.

This excerpt taken from the ZBRA 10-Q filed Apr 30, 2008.

Exercise of Option.

Manner of Exercise. The vested Option Shares may be exercised, in whole or in part, by delivering written notice to the Company in accordance with of 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 Option Shares to be purchased;

specify the aggregate Option Price for such Option Shares; and

be accompanied by payment in full of such aggregate Option Price.

Payment Upon Exercise. The Option Price upon exercise of any Option Shares shall be payable to the Company in full either:

in cash or its equivalent;

by tendering previously acquired Stock that has been held for at least six months (or such longer period to avoid a charge to earnings for financial reporting purposes) and having an aggregate Fair Market Value at the time of exercise equal to the total Option Price, or

a combination of Sections 3(b)(i) and (ii) hereof.

In addition, payment of the Option Price may be payable by one or more of the following methods either upon written consent from the Committee or if one or more of the following methods will not result in a charge to earnings for financial reporting purposes:

by withholding Stock that otherwise would be acquired on exercise having an aggregate Fair Market Value at the time of exercise equal to the total Option Price,

by tendering other Awards payable under the Plan, or

by cashless exercise through delivery of irrevocable instructions to a broker to promptly deliver to the Company the amount of proceeds from a sale of shares having a Fair Market Value equal to the purchase price.

Any combination of Sections 3(b)(i)-(vi) upon written consent of the Committee.

Compliance with Federal and State Law. The Company reserves the right to delay a Participant’s exercise of an Option if 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. The Participant may not sell or otherwise dispose of the Option Shares in violation of any applicable law. The Company may postpone issuing and delivering any Option Shares for so long as the Company reasonably determines to be necessary to satisfy the following:

its completing or amending any securities registration or qualification of the Option Shares or it or the Participant satisfying any exemption from registration under any federal or state law, rule, or regulation;

its receiving proof it considers satisfactory that a person seeking to exercise the Option after the Participant’s death is entitled to do so;

the Participant complying with any requests for representations under the Plan;

the Participant complying with any federal, state, or local tax withholding obligations;

its deferring payment of any amount that it reasonably determines would not be deductible under Code Section 162(m) until the earlier of:



the earliest date on which the Company reasonably determines that the deductibility of the payment will not be limited; or



the year following the Participant’s termination of employment; and

its compliance with the restrictions of Code Section 409A to the extent applicable, including any final regulations issued pursuant thereto, including the Committee’s right to amend any provision of this Option Agreement, to the extent necessary to comply with Code Section 409A.

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