exhibit10_1.htm


    CASH
      RETENTION AGREEMENT

    with
      Steven J. Winter

    


    This
      Cash
      Retention Agreement (the “Agreement”) is made as of the 30th day of
      March, 2007
      (the “Effective Date”), between Intermec, Inc., a Delaware
      corporation (together with its subsidiaries, the “Company”) and
Steven J. Winter (the “Mr.
      Winter”).

    


    WHEREAS,
      on March 22, 2007, the Company announced that Larry D. Brady plans to retire
      from his position as the Company’s Chief Executive Officer following the Board’s
      identification of his successor;

    


    WHEREAS,
      the Compensation Committee of the Board of Directors has determined that it
      is
      in the best interests of the Company and its shareholders to assure that the
      Company will have the continued dedication of Mr. Winter in the role of Senior
      Vice President of Intermec, Inc. and President and Chief Operating Officer
      of
      Intermec Technologies Corporation (his “Current Position”) for
      the period ending on March 1, 2008, to support the Company’s operations during
      the search for Mr. Brady’s successor and to facilitate the transition of the
      Company’s leadership to a new Chief Executive Officer;

    


    WHEREAS,
      the Committee believes it is imperative to encourage Mr. Winter to remain in
      his
      present positions with the Company during the period ending March 1, 2008,
      to
      diminish the inevitable distraction of Mr. Winter by virtue of the personal
      uncertainties and risks created by the impending transition of the Company’s
      leadership and to encourage Mr. Winter’s full attention and dedication to the
      Company during that transition;

    


    WHEREAS,
      the Committee determined that the appropriate method is to approve a contingent,
      one-time, lump-sum cash retention payment to Mr. Winter; and

    


    WHEREAS,
      except as expressly set forth herein, the Committee intends for the
      benefits of this Agreement to be in addition to, and not in substitution for,
      those of the Company’s 2007 Executive Severance Plan (as it may from time to
      time be amended) (the “Severance Plan”) or the Amended and
      Restated Change of Control Employment Agreement between the Company and Mr.
      Winter (as it may from time to time be amended) (the “COC
      Agreement”);

    


    Now,
      therefore, in consideration of the foregoing, the mutual covenants set
      forth in this Agreement, and other good and valuable consideration, the Company
      and Mr. Winter hereby agree as follows.

    


    1.  Certain
      Definitions.  For purposes of this Agreement, the following terms
      are defined in the same way as in the Severance Plan: (a)“Cause,” (b) “Change of
      Control,” (c) “Date of Termination.”

    


    2.  The
      Retention Payment.  Subject to Mr. Winter’s compliance with the
      conditions and provisions of this Agreement, the Company will pay  Mr.
      Winter Five Hundred Thousand U.S. Dollars (U.S. $500,000) (the
“Retention Payment”) within the time set forth in Section
      4.

     

           
      3.  Right to Retention Payment.  Mr. Winter will be entitled
      to the Retention Payment:

     

          
      (a) If he is employed by the Company throughout the period from the
      Effective Date of this Resolution through February 29, 2008; or

     

          
      (b) If the Company terminates his employment prior to March 1, 2008 and such
      termination is not for Cause and is not in connection with a Change of
      Control.

    


    4.
       Timing of Payment; Taxes.

    


    (a) Subject
      to subsection (c), below, the Retention Payment will be issued on the earliest
      to occur of the following, provided, however, that if Mr. Winter’s employment
      has terminated when the payment is due, payment shall be subject to Mr. Winter’s
      execution of a general waiver and release of claims satisfactory to the Company,
      and subject to the expiration of any legally required period of time related
      to
      such release:

    


    (i) If
      Mr. Winter is employed by the Company on February 29, 2008, the Company will
      issue the Retention Payment within thirty (30) days following March 1,
      2008.

    


    (ii) If
      Mr. Winter is involuntarily terminated from his employment with the Company
      before February 29, 2008 (i) other than for Cause and (ii) other than in
      connection with a Change of Control, the Company will make the Retention Payment
      within thirty (30) days following the Date of Termination.

    


    (iii) If
      Mr. Winter’s employment is terminated for Cause or in connection with a Change
      of Control, or if Mr. Winter voluntarily terminates his employment with the
      Company before February 29, 2008, the Company will have no obligation to Mr.
      Winter pursuant to this Agreement.

     

           
      (b)  The Company may withhold from any amounts payable under this
      Agreement such federal, state, local or foreign taxes as are required to be
      withheld pursuant to applicable laws and regulations.

    


    (c)  Any
      payment due hereunder will be deferred to the extent the
      Company’s deduction for such payment would be prohibited due to the
      application of Section 162(m) of the Internal Revenue Code (the
“Code”).  Payment of any deferred amount will be
      made in the first taxable year in which the Company reasonably anticipates
      that if the payment is made during such year, the deduction of such payment
      will
      not be prohibited due to the application of Section 162(m) of the Code. 
If, pursuant to the preceding sentence, payment is delayed to a date on or
      after
      Mr. Winter's separation from service (as defined in Section 409A(a)(2)(A)(i)
      of
      the Code and the Treasury Regulations promulgated thereunder), payment will
      be
      delayed to the date that is six months after Mr. Winter's separation from
      service.

    


    5.  No
      Offset of Severance
      Plan or Other Benefits.

    


    (a)  Notwithstanding
      any
      contrary provision of the Severance Plan or the COC Agreement, the Retention
      Payment (if any) made to Mr. Winter pursuant to this Agreement shall not reduce
      or offset the benefits due to Mr. Winter pursuant to the Severance Plan or
      the
      COC Agreement.  For the avoidance of doubt, Mr. Winter shall not be
      required to waive all rights to the benefit of this Agreement as a condition
      to
      receiving the benefits of the Severance Plan or COC Agreement, or vice
      versa.

    
       
      (b)  In no event will Mr. Winter be obligated to seek other employment or
      take any other action by way of mitigation of the amounts payable to him under
      any of the provisions of this Agreement and such amounts will not be reduced
      whether or not Mr. Winter obtains other employment.

     

           
      6.  Employment at Will.  Neither this Agreement nor the payment
      of any Retention Payment shall give Mr. Winter any right to similar payments
      in
      future years or any right to be retained in the employ of the Company, such
      employment being terminable to the same extent as if this Agreement were not
      in
      effect. The right and power of the Company and its Subsidiaries and Affiliates
      to dismiss or discharge Mr. Winter is specifically and unqualifiedly unimpaired
      by this Agreement.

    


    7. 
      Notices.  Each notice relating to this Agreement shall be in
      writing and delivered in person or by mail to the Company at its office, 6001
      36th Avenue West, Everett, WA 98203-1264, to the attention of the Company’s
      Secretary or at such other address as the Company may specify in writing to
      Mr.
      Winter by a notice delivered in accordance with this paragraph. All notices
      to
      the Grantee shall be delivered to Mr. Winter’s address specified below or at
      such other address as he may specify in writing to the Secretary of the Company
      by a notice delivered in accordance with this paragraph.

    


    8. 
      Entire Agreement; Severability.  This Agreement, including the
      provisions of the Severance Plan incorporated by reference herein, comprises
      the
      whole Agreement between the parties hereto with respect to the subject matter
      hereof, and shall be governed by and construed in accordance with the laws
      of
      the State of Delaware, without reference to principles of conflicts of
      law.  This Agreement shall become effective when it has been executed
      or accepted electronically by the Company and Mr. Winter.  If any
      provision of this Agreement shall be invalid or unenforceable, such invalidity
      or unenforceability shall not affect the validity and enforceability of the
      remaining provisions of this Agreement.

    


    9. 
      Successors.  This Agreement shall inure to the benefit of and
      be binding upon each successor of the Company and shall inure to the benefit
      of
      and shall be binding upon Mr. Winter’s heirs, legal representatives, and
      successors.

    


    10. 
      Counterparts.  This Agreement may be executed in separate
      counterparts, each of which when so executed and delivered will be an original,
      but all of which together will constitute one and the same instrument. In
      pleading or proving this Agreement, it will not be necessary to produce or
      account for more than one such counterpart.

    


    IN
      WITNESS WHEREOF, this Agreement is executed by Mr. Winter and by the
      Company through its duly authorized officer with effect from the day and year
      first above written.

     

    
      	
              INTERMEC,
                INC.

               

              By   /s/
                Patrick J. Byrne  
                

              

              Patrick
                J. Byrne

              Its
                President and Chief Executive Officer

            	
               

               

              /s/
                Steven J. Winter 

              
                

              

              Steven
                J. Winter

            
	
               

              Date: 
                8/30/07

            	
               

              Date: 
                8/29/07

            
	 	
               

              Mr.
                Winter’s address:

               

              229
                – 156th
                Street

              Arlington,
                WA 98223