FOURTH AMENDMENT
TO THE
ZEBRA TECHNOLOGIES CORPORATION
PROFIT SHARING AND SAVINGS PLAN
THIS AMENDMENT made and entered into the ____ day of
____________________, 1995, by and between ZEBRA TECHNOLOGIES CORPORATION
(the "Employer") and XXXXXX XXXXXX and XXXXXXX XXXXX, as Co-Trustees (the
"Trustees").
WHEREAS, the Employer heretofore adopted the ZEBRA TECHNOLOGIES
CORPORATION PROFIT SHARING AND SAVINGS PLAN (the "Plan") originally effective
June 1, 1984, the Plan having been last amended and restated effective
January 1, 1989; and
WHEREAS, the Employer desires to amend the Plan; and
WHEREAS, under the terms of the Plan, the Employer has the right to
amend the Plan;
NOW, THEREFORE, the Employer hereby amends the Plan as follows,
effective October 1, 1995:
I.
Section 3.1 of the Plan is hereby deleted and the following is
substituted in lieu thereof:
"3.1 ELIGIBILITY REQUIREMENTS. An Employee (not currently
participating in the Plan) shall participate in the Plan as of the first day
of the calendar month coincident with or next following the date he completes
one (1) Year of Service."
II.
Section 5.3 of the Plan is hereby deleted and the following is
substituted in lieu thereof:
"5.3 ADJUSTING THE VALUE OF THE TRUST. As of each Accounting
Date, the credit balances in the Accounts of all Participants shall be
increased or decreased, as the case may be, in the proportion that the net
credit to the Account of each such Participant bears to the total net credits
to the Accounts of all such Participants so that the aggregate of the net
credit balances equals the fair market value of the Trust on that date,
reduced by the amount of any Employer
contributions, voluntary employee contributions and Participant rollover
contributions made to the Trust or any amounts transferred from or to a
Directed Investment Account since the preceding Accounting Date. All income
and expenses accrued shall be taken into consideration by the Trustee.
For purposes of this adjustment, the net credit to the Account
of each Participant shall be the net credit at the preceding Accounting Date
increased by one-half (1/2) of the Employer's contributions, voluntary
employee contributions and rollover contributions which will be credited to
the Participant's Accounts for the accounting period, but before the
allocation of earnings or losses for the accounting period, and reduced, but
not below zero, by the amount of any distribution from the Trust and by the
amount of any transfer from or to a Directed Investment Account (as defined
in Section 12.7(g) of the Plan) since the preceding Accounting Date.
Contributions which were made during the current accounting period but were
credited to the Participant's Accounts as of a preceding Accounting Date
shall be disregarded solely for purposes of determining a Participant's net
credit hereunder.
If Participants are permitted to direct the investment of their
Accounts, the adjustments provided by this Section shall be made separately
with respect to each pooled investment fund."
III.
Subsection (g) of Section 12.7 of the Plan is hereby deleted and the
following is substituted in lieu thereof:
"Directed Investment Account. The powers granted to the
Trustee shall be exercised in the sole fiduciary discretion of the Trustee.
However, if Participants are so empowered by the Plan Administrator, each
Participant may direct the Trustee to separate and keep separate all or a
portion of his entire Account Balance and further each Participant is
authorized and empowered, in his sole and absolute discretion, to give
directions to the Trustee pursuant to the procedure established by the Plan
Administrator and in such form as the Trustee may require concerning the
investment of the Participant's Directed Investment Account. The Trustee
shall comply as promptly as practicable with directions given by the
Participant hereunder. The Trustee may refuse to comply with any direction
from the Participant in the event the Trustee, in its sole and absolute
discretion, deems such directions improper by virtue of applicable law. The
Trustee shall not be responsible or liable for any loss or expense which may
result from the Trustee's refusal or failure to comply with any directions
from the Participant. Any costs and expenses related to compliance with the
Participant's directions shall be borne by the Participant's Directed
Investment Account. The Trustee shall inform the Participant that investment
in any collectible shall be treated as a distribution from the Plan and,
therefore, is prohibited under the terms of the Plan. For purposes of this
Section, the term "collectible" means any work of art, rug, antique, metal,
gem, stamp, coin, alcoholic beverage,
-2-
or any other tangible personal property which might be designated a
collectible under the Code or Treasury Regulations.
The Trustee shall exercise the above investment authority
solely in the interest of and for the exclusive benefit of Plan Participants
and their Beneficiaries, with the care, skill, prudence and diligence that a
prudent man acting in a like capacity and familiar with such matters would
use in exercising such authority."
IV.
The following new Section 14.6 is hereby added to the Plan:
"14.6 RIGHT TO DIRECT INVESTMENT OF ACCOUNT BALANCE. Each
Participant shall have the right to direct the Trustee with respect to the
investment or reinvestment of all or part of his Accounts subject to the
restrictions contained in Section 12.7(h) of the Plan and any other
restrictions deemed advisable for administrative reasons by the Plan
Administrator. Such request shall be in writing and addressed to the Plan
Administrator. The direction shall be effective thirty (30) days after
receipt by the Trustee, but may be effected earlier, if administratively
feasible. If the Plan Administrator does not consent to such direction, he
shall so indicate by specifying his reasons therefore in writing within
thirty (30) days of receipt. The Plan Administrator shall exercise such
discretion if it is determined that such investment would probably be
classified as a prohibited transaction under Code Section 4975, a collectible
as defined in Section 12.7(h) of the Plan or could otherwise jeopardize the
tax-qualified status of the Plan. The Plan shall maintain, from time to
time, a list of directed investments, which shall be open to inspection by
all Participants in order to afford all Participants a like opportunity to
similarly direct investment of their Account. Such list shall not disclose
the amounts of the directed investments or the names of the Participants who
have so directed.
If a Participant does direct the investment of his Accounts,
such Accounts shall be credited or charged with the earnings or losses and
increases or decreases in the fair market value attributable thereto; and to
this extent, shall not share in the general adjustment of Accounts as
provided in Section 5.3 of the Plan.
The Trustee and Plan Administrator shall be fully protected and
indemnified, and shall not be liable for any loss or decrease in value of a
Participant's Accounts resulting from investments attributable to his
direction.
V.
Except as hereinbefore amended, the Plan shall continue in full force
and effect in accordance with its terms.
-3-
IN WITNESS WHEREOF, this FOURTH AMENDMENT has been executed by the
Employer and Trustees to signify their acceptance of the terms hereof as of
the date first written above.
EMPLOYER:
ATTEST: ZEBRA TECHNOLOGIES CORPORATION
By: By:
------------------------------------ ----------------------------------
Its Secretary Its President
TRUSTEES:
----------------------------------
XXXXXX XXXXXX
----------------------------------
XXXXXXX XXXXX
-4-
