FIRST AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT DATED FEBRUARY 8, 2002

Exhibit 10.1

FIRST AMENDMENT

TO

NON-QUALIFIED STOCK OPTION AGREEMENT DATED FEBRUARY 8, 2002

THIS AMENDMENT (the “Amendment”), effective as of May 22, 2008 (the “Effective Date”), amends that certain Non-Qualified Stock Option Agreement dated as of February 8, 2002 (the “2002 Option Agreement”), by and between Zebra Technologies Corporation, a Delaware corporation (the “Company”) and Xxxxxxxxxxx X. Xxxxxxx (the “Participant”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the 2002 Option Agreement, or, if not defined therein, then the meaning ascribed to such terms in the Zebra Technologies Corporation 2002 Non-Employee Director Stock Option Plan (the “Plan”).

RECITALS

WHEREAS, Company and Participant desire to amend the 2002 Option Agreement to accelerate the vesting and extend the exercise period for the Option issued thereunder; and

WHEREAS, Section 12 of the Plan permits the amendment of the 2002 Option Agreement.

NOW THEREFORE, in consideration of the foregoing premises, the terms and conditions hereinafter set forth, the mutual benefits to be gained by the performance thereof, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged and accepted, the parties hereto agree as follows:

AGREEMENT

1. Effective as of May 22, 2008, Section 1(b) of the 2002 Option Agreement is amended in it entirety by replacing it with the following:

“(b) Vesting. The Option granted hereunder shall be 100% vested and exercisable until the Expiration Date (as hereinafter defined).”

2. Effective as of May 22, 2008, Section 1(f) of the 2002 Option Agreement is amended in its entirety by replacing it with the following:

“(f) Expiration. The “Expiration Date” shall be the ten (10) year anniversary of the Grant Date.”

3. In all other respects, the 2002 Option Agreement shall remain in full force and effect.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Amendment 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.

ZEBRA TECHNOLOGIES CORPORATION								Participant
By:		/s/ Xxxx Xxxxxx						/s/ Xxxxxxxxxxx X. Xxxxxxx
		Xxxx Xxxxxx						Xxxxxxxxxxx X. Xxxxxxx
		Vice President and General Counsel