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As Of Filer Filing For·On·As Docs:Size 8/07/18 Zebra Technologies Corp 10-Q 6/30/18 93:9M |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 581K 2: EX-10.1 Material Contract HTML 94K 3: EX-10.2 Material Contract HTML 87K 4: EX-10.3 Material Contract HTML 73K 5: EX-10.4 Material Contract HTML 92K 6: EX-10.5 Material Contract HTML 87K 7: EX-10.6 Material Contract HTML 72K 8: EX-10.7 Material Contract HTML 57K 9: EX-10.8 Material Contract HTML 107K 10: EX-31.1 Certification -- §302 - SOA'02 HTML 30K 11: EX-31.2 Certification -- §302 - SOA'02 HTML 30K 12: EX-32.1 Certification -- §906 - SOA'02 HTML 27K 13: EX-32.2 Certification -- §906 - SOA'02 HTML 27K 20: R1 Document and Entity Information HTML 46K 21: R2 Consolidated Balance Sheets HTML 118K 22: R3 Consolidated Balance Sheets (Parenthetical) HTML 45K 23: R4 Consolidated Statements of Operations HTML 106K 24: R5 Consolidated Statements of Comprehensive Income HTML 45K 25: R6 Consoldated Statements of Cash Flows HTML 118K 26: R7 Description of Business and Basis of Presentation HTML 34K 27: R8 Significant Accounting Policies HTML 67K 28: R9 Revenues HTML 70K 29: R10 Inventories HTML 37K 30: R11 Costs Associated with Exit and Restructuring HTML 48K Activities 31: R12 Fair Value Measurements HTML 87K 32: R13 Derivative Instruments HTML 148K 33: R14 Long-Term Debt HTML 66K 34: R15 Commitments and Contingencies HTML 46K 35: R16 Share-Based Compensation HTML 124K 36: R17 Income Taxes HTML 42K 37: R18 Earnings per Share HTML 67K 38: R19 Accumulated Other Comprehensive Income (Loss) HTML 78K 39: R20 Segment Information HTML 91K 40: R21 Subsequent Events HTML 30K 41: R22 Significant Accounting Policies (Policies) HTML 91K 42: R23 Significant Accounting Policies (Tables) HTML 59K 43: R24 Revenues (Tables) HTML 50K 44: R25 Inventories (Tables) HTML 37K 45: R26 Costs Associated with Exit and Restructuring HTML 45K Activities (Tables) 46: R27 Fair Value Measurements (Tables) HTML 85K 47: R28 Derivative Instruments (Tables) HTML 141K 48: R29 Long-Term Debt (Tables) HTML 51K 49: R30 Commitments and Contigencies (Tables) HTML 37K 50: R31 Share-Based Compensation (Tables) HTML 123K 51: R32 Earnings per Share (Tables) HTML 65K 52: R33 Accumulated Other Comprehensive Income (Loss) HTML 74K (Tables) 53: R34 Segment Information (Tables) HTML 93K 54: R35 Description of Business and Basis of Presentation HTML 33K (Details) 55: R36 Significant Accounting Policies (Details) HTML 75K 56: R37 Revenues - Narrative (Details) HTML 56K 57: R38 Revenues - Disaggregation of Revenue By Product HTML 44K Category And Segment (Details) 58: R39 Inventories (Details) HTML 38K 59: R40 Costs Associated with Exit and Restructuring HTML 40K Activities - Additional Information (Details) 60: R41 Costs Associated with Exit and Restructuring HTML 41K Activities - Rollforward of Exit and Restructuring Accruals (Details) 61: R42 Fair Value Measurements (Details) HTML 65K 62: R43 Derivative Instruments - Schedule of Derivative HTML 57K Assets and Liabilities (Details) 63: R44 Derivative Instruments - Gain (Loss) Recognized In HTML 38K Income (Details) 64: R45 Derivative Instruments - Additional Information HTML 64K (Details) 65: R46 Derivative Instruments - Notional Values and Net HTML 45K Fair Value of Outstanding Contracts (Details) 66: R47 Derivative Instruments - Schedule of Gross and Net HTML 56K Amount Offset (Details) 67: R48 Derivative Instruments - Interest Rate Swaps HTML 38K Future Maturities (Details) 68: R49 Long-Term Debt - 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Summary of Restricted HTML 52K Stock Award Activity (Detail) 81: R62 Share-Based Compensation - Summary of Performance HTML 52K Share Award Activity (Detail) 82: R63 Share-Based Compensation - Summary of Stock Option HTML 50K Activity (Details) 83: R64 Income Taxes (Details) HTML 71K 84: R65 Earnings per Share - Computation of Earnings Per HTML 53K Share (Details) 85: R66 Earnings per Share - Additional Information HTML 28K (Details) 86: R67 Accumulated Other Comprehensive Income (Loss) HTML 56K (Details) 87: R68 Segment Information - Additional Information HTML 27K (Details) 88: R69 Segment Information - Segment Information by HTML 48K Reportable Segments (Details) 89: R70 Segment Information - Net Sales to Customers by HTML 39K Geographic Region (Details) 90: R71 Subsequent Events (Details) HTML 37K 92: XML IDEA XML File -- Filing Summary XML 156K 91: EXCEL IDEA Workbook of Financial Reports XLSX 93K 14: EX-101.INS XBRL Instance -- zbra-20180630 XML 2.43M 16: EX-101.CAL XBRL Calculations -- zbra-20180630_cal XML 197K 17: EX-101.DEF XBRL Definitions -- zbra-20180630_def XML 770K 18: EX-101.LAB XBRL Labels -- zbra-20180630_lab XML 1.56M 19: EX-101.PRE XBRL Presentations -- zbra-20180630_pre XML 1.05M 15: EX-101.SCH XBRL Schema -- zbra-20180630 XSD 149K 93: ZIP XBRL Zipped Folder -- 0000877212-18-000032-xbrl Zip 237K
Exhibit |
1. | Grant of Stock Appreciation Right. |
(a) | Grant.
Subject to the provisions of this SAR Agreement and pursuant to the provisions of the Plan, the Company hereby grants to the Participant as of the Grant Date a stock appreciation right (the “SAR”) covering _______ shares (the “SAR Shares”) of the Company’s Class A Common Stock, $0.01 par value per share (the “Stock”), at a price of $_____ per share (the “SAR Price”). The SAR is not issued in tandem with an Option. This SAR Agreement shall be null and void unless the Participant accepts this SAR Agreement
by either (i) electronically accepting this SAR Agreement through the Company’s electronic delivery and acceptance process operated by e*Trade or (ii) executing this SAR Agreement in the space provided below and returning it to the Company, in each case not later than June 29, 2018. |
(b) | Term of the SAR. Unless the SAR terminates earlier pursuant to other provisions of the SAR Agreement, the SAR shall expire at 5:00 p.m., Central Time, on the seventh (7th)
anniversary of the Grant Date (the “Expiration Date”). |
(c) | Nontransferability. The SAR shall be nontransferable, except by will or the laws of descent and distribution, or as otherwise permitted under the Plan. |
2. | Vesting of the SAR. |
(a) | General
Vesting Rule. Prior to the Expiration Date, the SAR shall become and be exercisable as follows: |
(b) | Additional
Vesting Rules. Notwithstanding Section 2(a) or the Employment Agreement between the Company and the Participant effective as of September 4, 2007, as amended (the “Employment Agreement”), and unless otherwise determined by the Board of Directors of the Company or the Compensation Committee of the Board of Directors, the SAR shall be subject to the following additional vesting rules in the following circumstances: |
ii. | 5:00 p.m., Central Time, on the date that is one (1) year after the effective date of the Participant’s termination of employment due to the Participant’s death or Disability. |
i. | 5:00 p.m., Central Time, on the Expiration Date; or |
ii. | 5:00 p.m., Central Time, on the date that is one (1) year after the effective date of the Participant’s termination of employment due to Retirement; or |
iii. | 5:00
p.m., Central Time, on the date that is ninety (90) days after the effective date of the Participant’s termination of employment by reason of the Participant’s resignation for Good Reason, or by the Company other than for Cause. |
a. | 5:00 p.m., Central Time, on the Expiration Date; or |
b. | 5:00 p.m., Central Time, on the date that is thirty (30) days after the effective date of the Participant’s termination of employment. |
5. | Change in Control. Subject to Section 9.8 of the Plan: |
6. | Confidentiality, Non-Solicitation and Non-Compete. The Participant agrees
to, understands, and acknowledges the following: |
(a) | Confidential Information. The Participant will be furnished, use or otherwise have access to certain Confidential Information of the Company and/or a Subsidiary. For purposes of this SAR Agreement, “Confidential Information” means any and all financial, technical, commercial or other information concerning the business and affairs of the Company and/or a Subsidiary that is confidential and proprietary to the
Company and/or a Subsidiary, including without limitation: |
(i) | information relating to the Company’s or Subsidiary’s past and existing customers and vendors and development of prospective customers and vendors, including specific customer product requirements, pricing arrangements, payment terms, customer lists and other similar information; |
(ii) | inventions, designs, methods, discoveries, works of authorship, creations, improvements
or ideas developed or otherwise produced, acquired or used by the Company and/or a Subsidiary; |
(iii) | the Company’s or Subsidiary’s proprietary programs, processes or software, consisting of, but not limited, to computer programs in source or object code and all related documentation and training materials, including all upgrades, updates, improvements, derivatives and modifications thereof and including |
(iv) | the subject matter of the Company’s or Subsidiary’s patents, design patents, copyrights, trade secrets, trademarks, service marks, trade names, trade dress, manuals, operating instructions, training materials, and other industrial property, including such information in incomplete stages of design or research and development; and |
(v) | other
confidential and proprietary information or documents relating to the Company’s or Subsidiary’s products, business and marketing plans and techniques, sales and distribution networks and any other information or documents that the Company and/or a Subsidiary reasonably regards as being confidential. |
(b) | Non-Solicitation and Non-Compete. Notwithstanding any provision of this SAR Agreement, (1) during the Participant’s employment with the Company or any Subsidiary or (2) during the one-year period commencing on the effective date of the Participant’s termination of employment or (3) prior to the date that is one year after |
(i) | employ, recruit or solicit for employment any person who is (or was within the six (6) months prior to the Participant’s employment termination date) an employee of the Company and/or any Subsidiary; or |
(ii) | accept employment or engage in a competing business that may require contact,
solicitation, interference or diverting of any of the Company’s or any Subsidiary’s customers, or that may result in the disclosure, divulging, or other use of Confidential Information or Company Materials acquired during the Participant’s employment with the Company or any Subsidiary; or |
(iii) | solicit or encourage any customer, channel partner or vendor (or potential customer, channel partner or vendor of the Company or any Subsidiary with whom the Participant had contact while employed by the
Company or any Subsidiary) to terminate or otherwise alter his, her or its relationship with the Company or any Subsidiary. The Participant understands that any person or entity that the Participant contacted during the twelve (12) months prior to the date of the Participant’s termination of employment for the purpose of soliciting sales from such person or entity shall be regarded as a “potential customer” or “potential channel partner” of the Company to whom the Company or a Subsidiary has a protectable proprietary interest. |
8. | Miscellaneous Provisions. |
(a) | No Service or Employment Rights. No provision of this SAR Agreement or of the SAR granted hereunder shall give the Participant any right to continue in the service or employ of the Company or any Subsidiary, create any inference as to the length of employment or service of the Participant, affect the right of the
Company or any Subsidiary to terminate the employment or service of the Participant, with or without Cause, or give the Participant any right to participate in any employee welfare or benefit plan or other program (other than the Plan) of the Company or any Subsidiary. |
(b) | Stockholder Rights. Until the SAR shall
have been duly exercised and Stock has been officially recorded as issued on the Company’s official stockholder records, no person or entity shall be entitled to vote, receive dividends or be deemed for any purpose the holder of such Stock, and adjustments for dividends or otherwise shall be made only if the record date thereof is subsequent to the date such shares are recorded and after the date of exercise and without duplication of any adjustment. |
(c) | Plan Document Governs. The SAR is granted pursuant to the Plan, and the SAR and this SAR Agreement are in all respects governed by the Plan and subject to all of the
terms and provisions thereof, whether such terms and provisions are incorporated in this SAR Agreement by reference or are expressly cited. Any inconsistency between the SAR Agreement and the Plan shall be resolved in favor of the Plan. The Participant hereby acknowledges receipt of a copy of the Plan. |
(d) | Administration. This SAR Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary
or appropriate to the administration of the Plan and this SAR Agreement, all of which shall be binding upon the Participant. |
(e) | No Vested Right in Future Awards. The Participant acknowledges and agrees (by accepting or executing this SAR Agreement) that the granting of the SAR under this SAR Agreement is made on a fully discretionary basis by the Company and that this SAR Agreement does not lead to a vested right to further SAR or other awards in the future. |
(f) | Use
of Personal Data. By accepting or executing this SAR Agreement, the Participant acknowledges and agrees to the collection, use, processing and transfer of certain personal data, including his or her name, salary, nationality, job title, position, and details of all past Awards and current Awards outstanding under the Plan (“Data”), for the purpose of managing and administering the Plan. The Participant is not obliged to consent to such collection, use, processing and transfer of personal data, but a refusal to provide such consent may affect his or her ability to participate in the Plan. The Company or its Subsidiaries may transfer Data among themselves or to third parties as necessary for the purpose
of implementation, administration and management of the Plan. These various recipients of Data may be located elsewhere throughout the world. The Participant authorizes these various recipients of Data to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Plan. The Participant may, at any time, review Data with respect to the Participant and require any necessary amendments to such Data. The Participant may withdraw his or her consent to use Data herein by notifying the Company in writing; however, the Participant understands that by withdrawing his or her consent to use Data, the Participant may affect his or her ability to participate in the Plan. |
(g) | Severability. If a provision of this SAR Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not), and that shall not affect the validity or enforceability in that jurisdiction of any other provision of this SAR Agreement; or the validity or enforceability in other jurisdictions of that or any other provision of this SAR Agreement. |
(h) | Waiver;
Cumulative Rights. The failure or delay of either party to require performance by the other party of any provision hereof shall not affect its right to require performance of such provision unless and until such performance has been waived in writing. Each and every right hereunder is cumulative and may be exercised in part or in whole from time to time. |
(i) | Notices. Any notice which either party hereto may be required or permitted to give the other shall be in writing and may be delivered personally or by mail, postage prepaid, addressed to the Corporate Secretary of the Company,
at its then corporate headquarters, and the Participant at the Participant’s address (including any electronic mail address) as shown on the Company’s records, or to such other address as the Participant, by notice to the Company, may designate in writing from time to time. The Participant hereby consents to electronic delivery of any notices that may be made hereunder. |
(j) | Counterparts. This SAR Agreement may be signed in counterparts, each of which shall be an original, but both of which shall constitute but one and the same instrument. |
(k) | Successors
and Assigns. This SAR Agreement shall inure to the benefit of and be binding upon each successor and assign of the Company. All obligations imposed upon the Participant, and all rights granted to the Company hereunder, shall be binding upon the Participant’s heirs, legal representatives and successors. |
(l) | Governing Law. This SAR Agreement and the SAR granted hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect
to provisions thereof regarding conflict of laws. |
(m) | Entire Agreement. This SAR Agreement, together with the Plan, constitutes the entire obligation of the parties hereto with respect to the subject matter hereof and shall supersede any prior expressions of intent or understanding with respect to this transaction. |
(n) | Amendment. Any amendment to this SAR Agreement shall be in writing and signed by an executive officer of the
Company or the Director of Compensation and Benefits. |
(o) | Headings and Construction. The headings contained in this SAR Agreement are for reference purposes only and shall not affect the meaning or interpretation of this SAR Agreement. This SAR Agreement is intended to be a stock right excluded from the requirements of Code Section 409A. The terms of this SAR Agreement shall be administered and construed in a manner consistent with the intent that it be a stock right excluded from the requirements of Code Section 409A. |
ZEBRA TECHNOLOGIES
CORPORATION | |
By: _____________________________________ | |
Name: Michael Terzich | |
Title: Senior Vice President, Chief Administrative Officer |
This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 8/7/18 | 8-K | ||
For Period end: | 6/30/18 | |||
6/29/18 | ||||
5/10/18 | 4 | |||
9/4/07 | 3, 4, 8-K | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/15/24 Zebra Technologies Corp. 10-K 12/31/23 123:14M 2/16/23 Zebra Technologies Corp. 10-K 12/31/22 118:13M 2/10/22 Zebra Technologies Corp. 10-K 12/31/21 119:17M 2/11/21 Zebra Technologies Corp. 10-K 12/31/20 128:42M |