2003 Governance Charter: ZBRA

ZEBRA TECHNOLOGIES CORPORATION
NOMINATING COMMITTEE CHARTER
The Nominating Committee (the "Committee") of the Board of Directors (the "Board of
Directors" or the "Board") of Zebra Technologies Corporation (the "Company") is established
pursuant to Article III, Section 3.10 of the Company's By-Laws and Section 141(c) of the
Delaware General Corporation Law. The Chair of the Committee shall be designated by the
Board, provided that if the Board does not so designate a Chair, the members of the committee,
by majority vote, may designate a Chair
Membership
The Committee shall be composed entirely of independent directors as defined from time to time
under the applicable NASDAQ guidelines.
Scope of Powers and Functions
The Committee shall have such powers and functions as may be assigned to it by the Board of
Directors from time to time; however, such functions shall, at a minimum, include the following,
as well as any functions as shall be required of nominating committees by NASDAQ:
  • to establish the criteria for Board membership, which may include one or more of the
    following:
    Experience as a board member of another publicly traded corporation, experience
    in industries or with technologies relevant to the Company, accounting or
    financial reporting experience, or such other professional experience as the
    Committee shall determine shall qualify an individual for Board service.
    In establishing these criteria, the Committee shall make every effort to ensure that
    the Board and its committees include at least the number of independent directors,
    as that term is defined and as may be required by applicable standards
    promulgated by NASDAQ and by the Securities and Exchange Commission.
    Candidates shall have good business judgment and an even temperament, high
    ethical standards, a healthy view of the relative responsibilities of a board member
    and management, and shall be independent thinkers and articulate and intelligent.
    The Company's policy is not to discriminate on the basis of race, gender or
    ethnicity and the board is supportive of any qualified candidate who would also
    provide the board with more diversity.
  • to consider, recommend and recruit candidates for election to the Board at each annual
    meeting of stockholders; to review candidates recommended by shareholders, establish
    the procedures by which such shareholder candidates will be considered by the
    Committee and publish these procedures in the Company's annual meeting proxy
    statement; to conduct the appropriate and necessary inquiries into the backgrounds and
    qualifications of possible candidates;
  • to monitor and recommend the functions and review the performance of the Board, and
    the various Committees of the Board, including the Committee, at least annually;
  • to recommend members and chairs of the committees of the Board of Directors;
  • to advise on changes in Board compensation;
  • to consider matters of corporate governance generally and to review and recommend to
    the Board, periodically, to the extent required or considered desirable, the Company's
    corporate governance principles;
  • to recommend to the Board director retirement policies; and
  • to the extent that a single director is selected to preside over executive sessions of non-management
    directors, to select such presiding director and publish the identity of such
    director, or the procedures by which such director was selected, in the Company's annual
    meeting proxy.
    In addition, the Committee has sole authority to retain and terminate any search firm to be used
    to identify director candidates, including sole authority to approve the search firm's fees and
    other retention terms. The Committee may also, at its discretion, engage outside legal counsel or
    other advisers as it deems necessary to carry out its functions.
    Administrative
    The Committee shall meet at least once per year and shall hold any additional meetings as may
    be called by the Chairman of the Committee or management. Members of senior management or
    others may attend meetings of the Committee at the invitation of the Committee and shall
    provide pertinent information as necessary. The Chairman of the Committee shall set the agenda
    of each meeting and arrange for the distribution of the agenda, together with supporting material,
    to the Committee members prior to each meeting. The Chairman will also cause minutes of each
    meeting to be prepared and circulated to the Committee Members. The Committee may meet via
    telephone conference calls. A majority of the members of the Committee shall constitute a
    quorum for all purposes.