|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size 5/09/17 Zebra Technologies Corp 10-Q 4/01/17 70:5.4M |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 391K
2: EX-10.1 Material Contract HTML 78K
3: EX-10.2 Material Contract HTML 77K
4: EX-31.1 Certification -- §302 - SOA'02 HTML 25K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 25K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 22K
7: EX-32.2 Certification -- §906 - SOA'02 HTML 22K
14: R1 Document and Entity Information HTML 41K
15: R2 Consolidated Balance Sheets HTML 112K
16: R3 Consolidated Balance Sheets (Parenthetical) HTML 39K
17: R4 Consolidated Statements of Operations HTML 93K
18: R5 Consolidated Statements of Comprehensive Income HTML 39K
(Loss)
19: R6 Consolidated Statements of Cash Flows HTML 102K
20: R7 Description of Business and Basis of Presentation HTML 27K
21: R8 Significant Accounting Policies HTML 45K
22: R9 Inventories HTML 34K
23: R10 Business Divestiture HTML 30K
24: R11 Costs Associated with Exit and Restructuring HTML 56K
Activities
25: R12 Fair Value Measurements HTML 84K
26: R13 Derivative Instruments HTML 132K
27: R14 Long-Term Debt HTML 52K
28: R15 Commitments and Contingencies HTML 40K
29: R16 Earnings (loss) per Share HTML 48K
30: R17 Income Taxes HTML 27K
31: R18 Accumulated Other Comprehensive Income (Loss) HTML 75K
32: R19 Segment Information HTML 50K
33: R20 Significant Accounting Policies (Policies) HTML 55K
34: R21 Inventories (Tables) HTML 34K
35: R22 Costs Associated with Exit and Restructuring HTML 54K
Activities (Tables)
36: R23 Fair Value Measurements (Tables) HTML 83K
37: R24 Derivative Instruments (Tables) HTML 121K
38: R25 Long-Term Debt (Tables) HTML 40K
39: R26 Commitments and Contingencies (Tables) HTML 31K
40: R27 Earnings (loss) per Share (Tables) HTML 45K
41: R28 Accumulated Other Comprehensive Income (Loss) HTML 67K
(Tables)
42: R29 Segment Information (Tables) HTML 45K
43: R30 Significant Accounting Policies (Details) HTML 25K
44: R31 Inventories (Details) HTML 35K
45: R32 Business Divestiture (Details) HTML 40K
46: R33 Costs Associated with Exit and Restructuring HTML 48K
Activities - Additional Information (Detail)
47: R34 Costs Associated with Exit and Restructuring HTML 32K
Activities - Summary of Exit and Restructuring
Costs Incurred (Detail)
48: R35 Costs Associated with Exit and Restructuring HTML 30K
Activities - Rollforward of Exit and Restructuring
Accruals (Detail)
49: R36 Costs Associated with Exit and Restructuring HTML 29K
Activities - Liabilities Included in the Balance
Sheet (Details)
50: R37 Fair Value Measurements (Details) HTML 60K
51: R38 Derivative Instruments - Schedule of Derivative HTML 48K
Assets and Liabilities (Details)
52: R39 Derivative Instruments - Gain (Loss) (Details) HTML 31K
53: R40 Derivative Instruments - Additional Information HTML 48K
(Detail)
54: R41 Derivative Instruments - Financial Information HTML 40K
Related to Hedging of Net Assets Included in
Consolidated Statements of Operations (Detail)
55: R42 Derivative Instruments - Schedule of Gross and Net HTML 51K
Amount Offset (Detail)
56: R43 Derivative Instruments - Notional Amounts of HTML 33K
Outstanding Contracts(Details)
57: R44 Long-Term Debt - Summary of Carrying Value of Debt HTML 37K
(Details)
58: R45 Long-Term Debt - Future Maturities of Long-Term HTML 39K
Debt (Details)
59: R46 Long-Term Debt - Additional Information (Details) HTML 85K
60: R47 Commitments and Contingencies - Additional HTML 41K
Information (Detail)
61: R48 Commitments and Contingencies - Summary of Accrued HTML 29K
Warranty Obligation (Detail)
62: R49 Earnings (loss) per Share - Computation of HTML 42K
Earnings Per Share (Detail)
63: R50 Earnings (loss) per Share - Additional Information HTML 24K
(Detail)
64: R51 Income Taxes (Details) HTML 30K
65: R52 Accumulated Other Comprehensive Income (Loss) HTML 49K
(Details)
66: R53 Segment Information - Additional Information HTML 22K
(Detail)
67: R54 Segment Information - Segment Information by HTML 34K
Reportable Segments (Detail)
69: XML IDEA XML File -- Filing Summary XML 120K
68: EXCEL IDEA Workbook of Financial Reports XLSX 67K
8: EX-101.INS XBRL Instance -- zbra-20170401 XML 1.47M
10: EX-101.CAL XBRL Calculations -- zbra-20170401_cal XML 190K
11: EX-101.DEF XBRL Definitions -- zbra-20170401_def XML 392K
12: EX-101.LAB XBRL Labels -- zbra-20170401_lab XML 1.08M
13: EX-101.PRE XBRL Presentations -- zbra-20170401_pre XML 674K
9: EX-101.SCH XBRL Schema -- zbra-20170401 XSD 111K
70: ZIP XBRL Zipped Folder -- 0000877212-17-000018-xbrl Zip 151K
| 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 30, 2017. |
(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), 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; 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. |
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. |
• | age
fifty-five (55) with ten (10) or more complete years of service with the Company and/or any Subsidiary; or |
• | age sixty-five (65). |
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. |
4. | Compliance
with Federal and State Law. The Company reserves the right to delay the Participant’s exercise of any portion of the SAR if (a) 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, or (b) the Company reasonably determines that such payment (or any portion of such payment would not be deductible under Code Section 162(m). The Participant may not sell or otherwise dispose of any portion of the SAR or any Stock in violation of any applicable law. The Company may postpone issuing and delivering
any Stock in payment for the exercise of any portion of the SAR for so long as the Company reasonably determines to be necessary to satisfy the following: |
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 programs and documentation in incomplete stages of design or research and development; |
(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) | Breach or Violation of Section 6(a) ; Non-Solicitation and Non-Compete. Notwithstanding any
provision of this SAR Agreement, if at any time (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 the date of exercise of all or any portion of the SAR, the Participant directly or indirectly: |
(i) | breaches or violates Section 6(a) of this SAR Agreement; or |
(ii) | employs,
recruits or solicits 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 |
(iii) | accepts employment or engages 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 |
(iv) | solicits or encourages any customer or vendor (or potential customer 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” of the Company to whom the Company or a Subsidiary has a protectable proprietary interest; |
(i) | Injunctive Action. The Participant acknowledges that if he or she violates the terms of this Section 6, the injury that would be suffered by the Company and/or a Subsidiary as a result of a breach of the provisions of this SAR Agreement (including any provision of
Section 6(a) or (b)) would be irreparable and that an award of monetary damages to the Company and/or a Subsidiary for such a breach would be an inadequate remedy. Consequently, the Company and/or a Subsidiary will have the right, in addition to any other rights it may have, to obtain injunctive relief to restrain any breach or threatened breach or otherwise to specifically enforce any provision of this SAR Agreement, and the Company and/or Subsidiary will not be obligated to post bond or other security in seeking such relief. Without limiting the Company’s or Subsidiary’s rights under this Section 6 or any other remedies of the
Company or a Subsidiary, if the Participant breaches any of the provisions of Section 6(a) or (b), the Company will have the right to cancel this SAR Agreement. |
(ii) | Attorneys’ Fees; Set-off Right. In addition to the rights available to the Company and its Subsidiaries under Section 6(c)(i), if the Participant violates the terms of this Section 6 at any time, the
Company shall be entitled to reimbursement from the Participant of any fees and expenses (including attorneys’ fees) incurred by or on behalf of the Company or any Subsidiary in enforcing the Company’s or a Subsidiary’s rights under this Section 6. By accepting this SAR grant, the Participant hereby consents to a deduction from any amounts the Company or any Subsidiary owes to the Participant from time to time (including amounts owed to the Participant as wages or other compensation, fringe benefits, or vacation pay, as well as any other amounts owed to the Participant by the Company or any Subsidiary), unless such amount is subject
to Section 409A of the Code, to the extent of any amounts that the Participant owes the Company under this Section 6. In addition to any injunctive relief sought under Section 6(c)(i) and whether or not the Company or any Subsidiary elects to make any set-off in whole or in part, if the Company or any Subsidiary does not recover by means of set-off the full amount the Participant owes to the Company or any Subsidiary, calculated as set forth in this Section 6(c)(ii), the Participant agrees to immediately pay the unpaid balance to the Company or any
Subsidiary. |
(d) | Enforceability of Restrictive Covenants. The scope and duration of the restrictive covenants contained in this SAR Agreement are reasonable and necessary to protect a legitimate, protectable interest of the Company and its Subsidiaries. |
(e) | Written Acknowledgement by the Participant.
The Committee, in its sole discretion, may require the Participant, as a condition to the exercise of this SAR, to acknowledge in writing that he or she has not engaged, and is not in the process of engaging, in any of the activities described in this Section 6. |
7. | 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 | ||
|---|---|---|---|---|
 | ||||
| 6/30/17 | ||||
| 5/11/17 | 4 | |||
| Filed on: | 5/9/17 | 8-K | ||
| For Period end: | 4/1/17 | |||
| 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 |