SEC Info℠ | Home | Search | My Interests | Help | Sign In | Please Sign In | ||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size 7/30/19 Zebra Technologies Corp 10-Q 6/29/19 99:9.7M |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 1.16M 2: EX-10.1 Material Contract HTML 83K 3: EX-10.2 Material Contract HTML 86K 4: EX-10.3 Material Contract HTML 73K 5: EX-10.4 Material Contract HTML 79K 6: EX-10.5 Material Contract HTML 84K 7: EX-10.6 Material Contract HTML 72K 8: EX-31.1 Certification -- §302 - SOA'02 HTML 33K 9: EX-31.2 Certification -- §302 - SOA'02 HTML 33K 10: EX-32.1 Certification -- §906 - SOA'02 HTML 28K 11: EX-32.2 Certification -- §906 - SOA'02 HTML 28K 18: R1 Cover HTML 80K 19: R2 Consolidated Balance Sheets HTML 126K 20: R3 Consolidated Balance Sheets (Parenthetical) HTML 46K 21: R4 Consolidated Statements of Operations HTML 101K 22: R5 Consolidated Statements of Comprehensive Income HTML 46K 23: R6 Consolidated Statements of Stockholders' Equity HTML 92K 24: R7 Consoldated Statements of Cash Flows HTML 122K 25: R8 Description of Business and Basis of Presentation HTML 33K 26: R9 Significant Accounting Policies HTML 55K 27: R10 Revenues HTML 81K 28: R11 Inventories HTML 36K 29: R12 Business Acquisitions HTML 68K 30: R13 Fair Value Measurements HTML 86K 31: R14 Derivative Instruments HTML 111K 32: R15 Long-Term Debt HTML 64K 33: R16 Leases HTML 57K 34: R17 Commitments and Contingencies HTML 39K 35: R18 Share-Based Compensation HTML 92K 36: R19 Income Taxes HTML 38K 37: R20 Earnings Per Share HTML 68K 38: R21 Accumulated Other Comprehensive Income (Loss) HTML 79K 39: R22 Accounts Receivable Factoring HTML 31K 40: R23 Segment Information & Geographic Data HTML 85K 41: R24 Subsequent Event HTML 30K 42: R25 Significant Accounting Policies (Policies) HTML 70K 43: R26 Significant Accounting Policies (Tables) HTML 48K 44: R27 Revenues (Tables) HTML 72K 45: R28 Inventories (Tables) HTML 38K 46: R29 Business Acquisitions (Tables) HTML 57K 47: R30 Fair Value Measurements (Tables) HTML 84K 48: R31 Derivative Instruments (Tables) HTML 101K 49: R32 Long-Term Debt (Tables) HTML 53K 50: R33 Leases (Tables) HTML 57K 51: R34 Commitments and Contingencies (Tables) HTML 37K 52: R35 Share-Based Compensation (Tables) HTML 90K 53: R36 Earnings Per Share (Tables) HTML 65K 54: R37 Accumulated Other Comprehensive Income (Loss) HTML 75K (Tables) 55: R38 Segment Information & Geographic Data (Tables) HTML 87K 56: R39 Significant Accounting Policies - Impact of HTML 43K Adoption of ASC 842 to Consolidated Balance Sheet (Details) 57: R40 Revenues - Disaggregation of Revenue By Product HTML 44K Category And Segment (Details) 58: R41 Revenues - Narrative (Details) HTML 43K 59: R42 Inventories (Details) HTML 38K 60: R43 Business Acquisitions - Narrative (Details) HTML 71K 61: R44 Business Acquisitions - Preliminary Purchase Price HTML 60K Allocation to Assets Acquired and Liabilities Assumed (Details) 62: R45 Business Acquisitions - Preliminary Purchase Price HTML 45K Allocation to Intangible Assets Acquired (Details) 63: R46 Fair Value Measurements (Details) HTML 63K 64: R47 Derivative Instruments - Schedule of Derivative HTML 54K Assets and Liabilities (Details) 65: R48 Derivative Instruments - (Loss) Gain Recognized In HTML 37K Income (Details) 66: R49 Derivative Instruments - Additional Information HTML 59K (Details) 67: R50 Derivative Instruments - Notional Values and Net HTML 46K Fair Value of Outstanding Contracts (Details) 68: R51 Long-Term Debt - Summary of Carrying Value of Debt HTML 52K (Details) 69: R52 Long-Term Debt - Future Maturities of Long-Term HTML 48K Debt (Details) 70: R53 Long-Term Debt - Additional Information (Details) HTML 35K 71: R54 Long-Term Debt - Credit Facilities (Details) HTML 46K 72: R55 Long-Term Debt - Receivable Financing Facility HTML 46K (Details) 73: R56 Leases (Details) HTML 33K 74: R57 Leases - Activities Associated with Operating HTML 39K Leases (Details) 75: R58 Leases - Future Minimum lease Payments Under HTML 50K Non-cancellable Leases (Details) 76: R59 Commitments and Contingencies - Summary of Accrued HTML 35K Warranty Obligation (Details) 77: R60 Share-Based Compensation - Summary of Equity HTML 33K Awards Authorized and Available for Future Grant (Details) 78: R61 Share-Based Compensation - Additional Information HTML 42K (Details) 79: R62 Share-Based Compensation - Summary of SARs HTML 56K Outstanding (Detail) 80: R63 Share-Based Compensation - Weighted-Average HTML 44K Assumptions Used for Grants of Stock Options and SARs (Detail) 81: R64 Share-Based Compensation - Summary of Outstanding HTML 43K and Exercisable Options and SARs (Details) 82: R65 Share-Based Compensation - Summary of Restricted HTML 69K Stock Award Activity (Detail) 83: R66 Share-Based Compensation - Summary of Performance HTML 52K Share Award Activity (Detail) 84: R67 Share-Based Compensation - Other Award Types HTML 37K (Details) 85: R68 Share-Based Compensation - Employee Stock Purchase HTML 41K Plan (Details) 86: R69 Income Taxes (Details) HTML 46K 87: R70 Earnings Per Share - Computation of Earnings Per HTML 53K Share (Details) 88: R71 Earnings Per Share - Additional Information HTML 29K (Details) 89: R72 Accumulated Other Comprehensive Income (Loss) HTML 57K (Details) 90: R73 Accounts Receivable Factoring (Details) HTML 30K 91: R74 Segment Information & Geographic Data - Additional HTML 28K Information (Details) 92: R75 Segment Information & Geographic Data - Financial HTML 43K Information by Segments (Details) 93: R76 Segment Information & Geographic Data - Geographic HTML 39K Data for Net Sales (Details) 94: R77 Subsequent Event (Details) HTML 30K 95: R9999 Uncategorized Items - zbra-20190629x10q.htm HTML 29K 97: XML IDEA XML File -- Filing Summary XML 172K 17: XML XBRL Instance -- zbra-20190629x10q_htm XML 2.27M 96: EXCEL IDEA Workbook of Financial Reports XLSX 88K 13: EX-101.CAL XBRL Calculations -- zbra-20190629_cal XML 230K 14: EX-101.DEF XBRL Definitions -- zbra-20190629_def XML 688K 15: EX-101.LAB XBRL Labels -- zbra-20190629_lab XML 1.52M 16: EX-101.PRE XBRL Presentations -- zbra-20190629_pre XML 1.01M 12: EX-101.SCH XBRL Schema -- zbra-20190629 XSD 147K 98: JSON XBRL Instance as JSON Data -- MetaLinks 351± 526K 99: ZIP XBRL Zipped Folder -- 0000877212-19-000031-xbrl Zip 320K
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 28, 2019. |
(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) | Non-transferability. 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 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) | 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 the date of exercise of all or any portion of the SAR, the Participant
shall not, directly or indirectly: |
(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: | 7/30/19 | 8-K | ||
For Period end: | 6/29/19 | |||
6/28/19 | ||||
5/9/19 | ||||
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 |