This excerpt taken from the ZBRA 10-K filed Mar 3, 2005.



Zebra Technologies Corporation




January 27, 1997










Randy Whitchurch










Ed Kaplan










Our Agreement














Based on our discussion last Friday, this is my understanding of our agreement:


                  You will receive a new option grant of 25,000 shares.


                  There will be a 10 year expiration on the new 25,000 share grant above (I will talk to Matt Brown re: change for everyone for options granted in the past).


                  The current holding period requirement will be waived on the grant above (25,000 shares) and those options currently held but not vested (9,500 shares).


                  12 months base salary continuation if you are terminated within 6 months of change in control or a change of CEO. In addition, all options vest and have 6 months after termination in which to exercise.


                  You may be considered for more option in the future.


                  Your base compensation will increase to $170,000 retroactive to 1/1/97.


                  Your bonus opportunity will increase from 25% to 30% of base for FY ‘97.


                  You will receive 3 weeks vacation in 1997 and beyond.


                  You agree to give 6 weeks notice in case of resignation.


                  You will be expected to hold unspecified equity position in Zebra. This amount is to be a function of base compensation (expect in the range of 2 to 3 x base).



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