0001104659-02-001625 Sample Contracts

Zebra Technologies Corporation and Mellon Investor Services LLC as Rights Agent Rights Agreement Dated as of March 14, 2002
Rights Agreement • May 2nd, 2002 • Zebra Technologies Corp/De • General industrial machinery & equipment • New York

receive, upon exercise, Class A Common Shares or Class B Common Shares, as the case may be (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the Purchase Price of the Right instead of Preferred Shares. All Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be void.

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DIRECTORS and OFFICERS EMPLOYMENT AGREEMENT
Directors and Officers • May 2nd, 2002 • Zebra Technologies Corp/De • General industrial machinery & equipment • Illinois

I, John Paxton (the “Employee”) understand my employment with Zebra Technologies Corporation (“Zebra”), will give me access to information which Zebra regards as confidential and proprietary to its business and, if known to its competitors, would damage Zebra. My employment also may give me access to Zebra’s customers which are a unique and valuable asset to Zebra. Accordingly, so that there will be no misunderstanding in the future regarding these matters, in consideration of my employment or continued employment and for other good and valuable consideration, I agree to the following:

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