ZEBRA TECHNOLOGIES CORPORATION
2003 Governance Charter: ZBRA
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
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:
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.
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;
the various Committees of the Board, including the Committee, at least annually;
the Board, periodically, to the extent required or considered desirable, the Company's
corporate governance principles;
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
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.
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.