EXHIBIT 4.4
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT dated as of INSERT GRANT DATE
("Grant Date"), is between ZEBRA TECHNOLOGIES CORPORATION, a Delaware
corporation (the "Company"), and INSERT FULL NAME, (the "Participant").
WHEREAS, the Company desires, by affording the Participant an
opportunity to purchase shares of the Company's Class A Common Stock, par
value $.01 per share (the "Common Stock"), as hereinafter provided, to carry
out the purposes of the ZEBRA TECHNOLOGIES CORPORATION 1997 STOCK OPTION PLAN
(the "Plan"); and
WHEREAS, the Committee has duly made all determinations necessary or
appropriate to the grants hereunder;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth and for other good and valuable
consideration, receipt of which is hereby acknowledged, the parties hereto
have agreed, and do hereby agree, as follows:
1. GRANT OF OPTION, OPTION PRICE AND TERM.
(a) The Company hereby grants to the Participant, as a matter of
separate agreement and not in lieu of salary or any other compensation for
services, the right and option (the "Option") to purchase INSERT # OF SHARES
shares of the Common Stock of the Company ("Option Shares") on the terms and
conditions herein set forth.
(b) For each of the Option Shares purchased, the Participant shall
pay to the Company $INSERT STRIKE PRICE per share (the "Option Price").
Accordingly, the aggregate Option Price to exercise all of the Option is
$INSERT TOTAL MARKET VALUE.
(c) The term of this Option shall be a period of ten (10) years
from the Grant Date (the "Option Period"). During the Option Period, the
Option shall be exercisable in accordance with the following schedule:
PERCENTAGE OF
GRANT DATE ANNIVERSARY OPTION EXERCISABLE
---------------------- ------------------
Prior to the first anniversary of the Grant Date 0%
On or after the first anniversary of the Grant Date 15%
On or after the second anniversary of the Grant Date 17.5%
On or after the third anniversary of the Grant Date 20%
On or after the fourth anniversary of the Grant Date 22.5%
On or after the fifth anniversary of the Grant Date 25%
Notwithstanding the foregoing, in the event the Participant incurs a
Termination of Employment due to death or Disability as an employee of the
Company or an Affiliate but prior to the fifth anniversary of Grant Date, all
or any portion of the Option which is not exercisable on the date immediately
proceeding the date the Participant incurs a Termination of Employment due to
death or Disability shall become exercisable on or after the date the
Participant incurs a Termination of Employment due to death or Disability.
(d) The Option granted hereunder is designated as a nonqualified
stock option.
(e) The Company shall not be required to issued any fractional
Option Shares.
2. TERMINATION OF OPTION.
Subject to Section 1(c):
(a) If a Participant has an involuntary (as to the Participant)
Termination of Employment for reasons other than Cause, Disability or death,
or if a Participant has a Termination of Employment due to Retirement, this
Option shall be canceled ninety (90) days after the date of such Termination
of Employment or after the remaining Option Period if shorter.
(b) If the Termination of Employment is on account of the
Disability or death of the Participant, this Option shall be canceled ninety
(90) days after the date of the occurrence of the Disability or the
appointment of a Representative in the case of death or after the remaining
Option Period if shorter.
(c) If the Participant has a voluntary Termination of Employment
(other than due to Retirement), this Option will be canceled thirty (30) days
after the date of such Termination of Employment.
(d) If the Participant has a Termination of Employment for Cause,
this Option will automatically be canceled simultaneously with the date of
such Termination of Employment.
2
A Participant's Termination of Employment due to death or Disability
will result in the Option's being fully exercisable. A Participant's
Termination of Employment due to other than death or Disability does not
accelerate the percentage of the Option otherwise exercisable with respect to
the Participant. Any portion of the Option which is not exercisable as of a
Participant's Termination of Employment other than due to death or Disability
is canceled simultaneously with the date of such Termination of Employment.
3. EXERCISE.
The Option shall be exercisable during the Participant's lifetime only
by the Participant (or his or her Representative), and after the
Participant's death only by a Representative. The Option may only be
exercised by the delivery to the Company of a properly completed written
notice, in form satisfactory to the Committee, which notice shall specify the
number of Option Shares to be purchased and the aggregate Option Price for
such shares, together with payment in full of such aggregate Option Price.
Payment shall only be made:
(a) in cash or by check;
(b) by the delivery to the Company of a valid and enforceable stock
certificate (or certificates) representing shares of Common Stock already
owned by the Participant for a period of at least six (6) months prior to
such payment;
(c) if the Committee shall so permit, by delivery to the Company of
a full recourse promissory note or other full recourse evidence of
indebtedness;
(d) if the Committee shall so permit, by a "cashless" exercise as
described in the Plan; or
(e) in any combination of (a), (b), (c), or (d).
If any part of the payment of the Option Price is made in shares of Common
Stock, such shares shall be valued by using their Fair Market Value as of
their date of delivery.
The Option shall not be exercised unless there has been compliance
with all the preceding provisions of this Section 3, and, for all purposes of
this Stock Option Agreement, the date of the exercise of the Option shall be
the date upon which there is compliance with all such requirements. The
Committee may deny any method of exercise permitted hereunder if such method
would result in liability under federal securities law to the Participant or
the Company, result in an expense charge to the Company or prevent the use of
pooling of interest accounting.
4. PAYMENT OF WITHHOLDING TAXES.
If the Company is obligated to withhold an amount on account of any
tax imposed as a result of the exercise of the Option, the Participant shall
be required to pay such amount to the
3
Company, as provided in the Plan. The Participant acknowledges and agrees
that he or she is responsible for the tax consequences associated with the
grant of the Option and its exercise.
5. REQUIREMENTS OF LAW; REGISTRATION AND TRANSFER REQUIREMENTS.
The Company shall not be required to sell or issue any shares under
the Option if the issuance of such shares shall constitute a violation of any
provision of any law or regulation of any governmental authority. This
Option and each and every obligation of the Company hereunder are subject to
the requirement that the Option may not be exercised or performed, in whole
or in part, unless and until the Option Shares are listed, registered or
qualified, properly marked with a legend or other notation, or otherwise
restricted, as is provided for in the Plan or required by the Committee.
6. CHANGES IN COMPANY'S CAPITAL STRUCTURE.
The existence of an Option will not affect in any way the right or
authority of the Company or its stockholders to make or authorize (a) any or
all adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business; (b) any merger or consolidation
of the Company's capital structure or its business; (c) any merger or
consolidation of the Company; (d) any issue of bonds, debentures, preferred
or prior preference stock ahead of or affecting the Common Stock or the
rights thereof; (e) the dissolution or liquidation of the Company; (f) any
sale or transfer of all or any part of its assets or business; or (g) any
other corporate act or proceeding, whether of a similar character or
otherwise. In the event of a Change in Control or other corporate
restructuring provided for in the Plan, the Participant shall have such
rights, and the Committee shall take such actions, as are provided for in the
Plan.
7. NONTRANSFERABILITY.
The Option and any interest in the Option may not be sold, assigned,
conveyed, gifted, pledged, hypothecated or otherwise transferred in any
manner other than by will or the laws of descent and distribution.
Notwithstanding any other provision of this Stock Option Agreement, any such
attempted sale, assignment, conveyance, gift, pledge, hypothecation or
transfer shall be null and void and shall nullify the Option immediately.
8. PLAN.
Notwithstanding any other provision of this Stock Option Agreement,
the Option is granted pursuant to the Plan, as in effect on the date hereof,
and is subject to all the terms and conditions of the Plan, as the same may
be amended from time to time. The interpretation and construction by the
Committee of the Plan, this Stock Option Agreement, the Option, and such
rules and regulations as may be adopted by the Committee for the purpose of
administering the Plan, shall be final and binding upon the Participant.
Until the Option shall expire, terminate or be exercised in full, the Company
shall, upon written request therefor, send a copy of the
4
Plan, in its then-current form, to the Participant or any other person or
entity then entitled to exercise the Option. Participant hereby acknowledges
receipt of a copy of the Plan.
9. STOCKHOLDER RIGHTS.
Until the Option shall have been duly exercised to purchase such
Option Shares and such shares have 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 any
Option Shares, and adjustments for dividends or otherwise shall be made only
if the record date therefor is subsequent to the date such shares are
recorded and after the date of exercise and without duplication of any
adjustment.
10. EMPLOYMENT RIGHTS.
No provision of this Stock Option Agreement or of the Option granted
hereunder shall give the Participant any right to continue in the employ of
the Company or any Company Affiliates, create any inference as to the length
of employment of the Participant, affect the right of the Company or Company
Affiliates to Terminate the Employment 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 of the Company Affiliates.
11. DISCLOSURE RIGHTS.
The Company shall have no duty or obligation to affirmatively disclose
to the Participant or a Representative, and the Participant or Representative
shall have no right to be advised of, any material information regarding the
Company or an Affiliate at any time prior to, upon or in connection with the
exercise of an Option or the Company's purchase of Common Stock in accordance
with the terms of this Stock Option Agreement.
12. INVESTMENT REPRESENTATION AND AGREEMENT.
The Committee may require the Participant to furnish to the Company,
prior to the issuance of any shares of Common Stock upon the exercise of all
or any part of this Option, an agreement (in such form as such Committee may
specify) in which the Participant represents that the shares of Common Stock
acquired by him upon exercise are being acquired for investment and not with
a view to the sale or distribution thereof.
5
13. GOVERNING LAW.
This Stock Option Agreement and the Option granted hereunder shall be
governed by, and construed and enforced in accordance with, the laws of the
State of Illinois (other than its laws respecting choice of law) except to
the extent the General Corporation Law of the State of Delaware would be
mandatorily applicable.
14. ENTIRE AGREEMENT.
This Stock Option Agreement, together with the Plan, constitute 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.
15. DEFINITIONS.
Wherever initial capitalization of a term is used in this Stock Option
Agreement, it shall have the same meaning as that given to it by the Plan,
except to the extent such meaning should conflict with any meaning afforded
to such term in this Stock Option Agreement.
16. AMENDMENT.
Any amendment to this Stock Option Agreement shall be in writing and
signed by the Company.
17. 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.
18. COUNTERPARTS.
This Stock Option Agreement may be signed in two counterparts, each of
which shall be an original, but both of which shall constitute but one and
the same instrument.
19. 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 Secretary of the Company, at its then
corporate headquarters, and the Participant at his address as shown on the
Company's payroll records, or to such other address as the Participant, by
notice to the Company, may designate in writing from time to time.
6
20. HEADINGS.
The headings contained in this Stock Option Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Stock Option Agreement.
21. SEVERABILITY.
If any provision of this Stock Option Agreement shall for any reason
be held to be invalid or unenforceable, such invalidity or unenforceability
shall not effect any other provision hereof, and this Stock Option Agreement
shall be construed as if such invalid or unenforceable provision were omitted.
22. SUCCESSORS AND ASSIGNS.
This Stock Option Agreement shall inure to the benefit of and be
binding upon each successor and assign of the Company. All obligations
imposed upon the Participant or a Representative, and all rights granted to
the Company hereunder, shall be binding upon the Participant's or the
Representative's heirs, legal representatives and successors.
23. CONDITIONAL GRANT.
This Option is granted upon the conditions and the Option Shares
hereunder shall be forfeited unless each and any person who is a spouse of
the Participant at any time on or after the Grant Date (including any person
who becomes a spouse after the Grant Date) executes a Consent of Spouse form
provided by the Committee, unless the Committee shall waive either such
condition.
IN WITNESS WHEREOF, the Company has caused this Stock Option Agreement
to be duly executed by an officer thereunto duly authorized, and the
Participant has hereunto set his hand, all as of the day and year first above
written.
ON BEHALF OF THE OPTION COMMITTEE: PARTICIPANT:
_________________________________ ________________________________
Xxxxxxx X. Xxxxxxxxxx [NAME]
Chief Financial Officer
7
CONSENT OF SPOUSE (FOR COMMUNITY PROPERTY STATES ONLY
The undersigned, as spouse of the Participant, hereby acknowledges
that the undersigned has read and understands the foregoing Agreement. The
undersigned hereby consents and agrees to each and every term and condition
set forth in the Agreement. The undersigned hereby further agrees that his
or her spouse may join in any future modification or amendment of the
Agreement without any further signature, acknowledgment, agreement or consent
on his or her part, and that any interest he or she may have in the award of
the Option or issuance of Common Stock (as defined in the Agreement) shall be
subject to the provisions of the Agreement.
DATED: __________________ , 199__
Participant's Spouse
STATE OF __________________)
___________________________)SS:
COUNTY OF _________________)
On the ___ day of __________________ , 199__, _______________________
appeared before me and acknowledged and executed the foregoing instrument.
NOTARY PUBLIC
My commission expires: ______________________________
