exhibit10_2.htm


    VIA
      FEDERAL EXPRESS

    


    October
      9, 2007

    


    Steven
      J.
      Winter

    229
      -
      156th Street NE

    Arlington,
      WA  98223

    


    Re:
Separation
      Agreement

    


    Dear
      Steve:

    


    This
      letter agreement (the “Agreement”) sets forth the terms and conditions for your
      separation from Intermec, Inc. and its subsidiaries (the “Company”) and it
      replaces and supercedes Pat Byrne’s September 25, 2007 letter on the same
      subject.  If you accept this Agreement within the time specified in
      paragraph 23 and do not revoke the Agreement within the time specified in
      paragraph 23, the following terms and conditions will apply.

    


    1.  Definitions

    


    Capitalized
      terms not otherwise defined in this Agreement are defined in paragraph
      24.

    


    2.  Remaining
      Employment Period

    


    You
      will
      remain an employee of the Company from the Effective Date until November 30,
      2007, at which time you will resign all of your remaining offices and positions
      with the Company (the “Separation Date”).

    


    3.  Compensation
      and Benefits During Remaining Employment Period

    


    During
      the period from the Effective Date through the Separation Date, you will receive
      your current base salary, less income tax withholding and other payroll
      deductions required by law or elected by you.  During the same period,
      you will continue to participate in and receive benefits under the Company’s
      standard employee benefit plans and programs for which you are currently
      eligible in accordance with their respective terms, including without
      limitation, the Company’s health, dental, vision, life, AD&D and disability
      insurance plans and the employee stock purchase plan.

    


    4.  Payments
      Due Following Separation

    


    The
      Company will make the following payments to you on the dates set forth
      below:

    


    (a)  The
      payment required by the Cash Retention Agreement between you and the Company
      dated as of March 30, 2007;

    


    (b)  a
      severance payment of $375,000 pursuant to the Severance Plan applicable to
      Senior Vice Presidents of Intermec, Inc.; and

    


    (c)   Subject
      to paragraphs 14 and 23, a payment of $48,947 for your use in paying COBRA
      premiums, paying for outplacement services and related taxes.

    


    The
      payments described in paragraphs 4(a) and 4(b) will be made on the Separation
      Date.  The payment described in paragraph 4(c) will be made as soon as
      practicable after the General Release described in paragraph 14 becomes
      irrevocable pursuant to paragraph 23.

    


    5.  COBRA
      Coverage

    


    Following
      the Separation Date, you will be notified of your right to elect the
      continuation of certain group health plan coverage in compliance with the
      federal law known as COBRA.  If you timely elect COBRA coverage for
      you and/or your eligible family members, you will be solely responsible for
      payment of the related premiums.

    


    6.  Stock
      Options, Restricted Stock Units and Performance Share
      Units

    


    Your
      outstanding vested and unvested Intermec stock options (“SOs”), restricted
      Intermec stock units (“RSUs”) and performance share units (“PSUs”) are
      summarized in Exhibit A to this Agreement.  Your rights with respect
      to these vested and unvested SOs, RSUs and PSUs are set forth in the agreements
      in which the Company granted them to you, and this summary is qualified in
      all
      respects by reference to the agreements and the relevant plan
      documents.

    


    7.  Pension
      and Restoration Plan Benefits

    


    We
      estimate that, on November 30, 2007, your vested benefit under the Intermec
      Pension Plan (the “Pension Plan”) will be $65,374  SLA per year if you
      retire at age 65 and your vested benefit under the Intermec Restoration Plan
      (“Restoration Plan”) benefits will be $59,216 SLA per year assuming if you
      retire at age 65.  Your rights with respect to these vested retirement
      benefits are set forth in the Pension Plan and Restoration Plan documents,
      and
      this summary is qualified in all respects by reference to the relevant plan
      documents.

    


    8.  Securities
      Trading

    


    During
      the period from the Effective Date through the Separation Date, you will
      continue to be subject to the Company policy that precludes an executive officer
      from directly or indirectly selling Intermec securities if the executive’s
      holdings of Intermec securities are below the threshold established by the
      Company or if the sale of the securities would reduce the executive’s holdings
      of Intermec below that threshold.

    


    The
      Board
      has passed a resolution removing you from the list of named executive officers
      for purposes of Section 16 reporting, effective August 27,
      2007.  However, during the six month period after you cease to be a
      Section 16 officer, your trades in Intermec securities may be “matched” against
      your trades in Intermec securities in the preceding six months (e.g.,
      sale-and-purchase, or purchase-and-sale).  If this analysis shows that
      you had short swing profits, you are required by law to deliver those profits
      to
      the Company.

    


    If
      you
      wish to conduct any trade of any kind in Intermec securities or any derivatives
      thereof prior to the Separation Date or during the 6-month period following
      the
      Separation Date, you will give the Company advance notice of such transactions
      and cooperate with Company to ensure that such transactions occur at a time
      and
      in a manner that is not detrimental to the Company; provided, however, that
      this
      notice and cooperation requirement does not apply to any acquisitions of
      Intermec securities you make pursuant to the Company’s employee stock purchase
      program.

    
      
      

    

    
    

    9.  Reporting

    


    You
      acknowledge and agree that information concerning the actual or anticipated
      compensation and other payments and benefits due to you under this Agreement
      must be properly reported by you and the Company to the appropriate governmental
      authorities.  You agree to cooperate with the Company in reporting
      that information to the appropriate authorities.

    


    10.  Cooperation

    


    After
      the
      Separation Date, you will cooperate and assist the Company in its prosecution
      or
      defense of litigation, claims, and Company or governmental investigations or
      audits if you have relevant information or may be a witness.  The
      Company will reimburse you for the reasonable expenses you incur due to such
      cooperation and assistance.

    


    11.  Non-Competition

    


    During
      the period from the Effective Date through the Separation Date, you will not
      (except with the prior written consent of the Company) directly or indirectly:
      (a) engage in, be employed by, perform services for, participate in the
      ownership, management, control or operation of a Tier I Company or a Tier II
      Company or (b) engage in any other activity with a Tier I Company or a Tier
      II
      Company if that activity conflicts or interferes with the economic or business
      interests or contractual relationships of the Company or any subsidiary or
      affiliate thereof.

    


    12.  Non-Solicitation

    


    During
      the one (1) year period following the Separation Date, you will not directly
      or
      indirectly: (a) solicit or entice any employee of the Company, its subsidiaries
      or affiliates to terminate or reduce his or her employment with the Company,
      its
      subsidiaries or affiliates or (b) hire (as an employee, independent contractor
      or otherwise) on your own behalf or on behalf of another Person any employee
      of
      the Company, its subsidiaries or affiliates.

    


    13.  Non-Disparagement

    


    You
      and
      the Company agree that (i) the Company, its directors, officers and employees
      will not make any disparaging or derogatory remarks (whether oral or written)
      about you and (ii) you will not make any disparaging or derogatory remarks
      (whether oral or written) about the Company, its subsidiaries or affiliates
      or
      their officers, directors, employees or agents, make any other remark or
      statement (whether oral or written) or engage in any conduct that is detrimental
      to the businesses or reputations of those Persons.

    


    This
      paragraph 13 is not intended to and does not prevent you or the Company
      from making truthful statements when required by law or order of a court or
      government agency of competent jurisdiction.  If you receive legal
      process requiring such statements, you will promptly notify the Company and
      cooperate with the Company in seeking a protective order or in taking other
      appropriate action with respect to such legal process.

    


    14.  General
      Release of Existing Claims

    


    You
      (on
      your own behalf and on behalf of your successors, heirs, beneficiaries and
      permitted assigns) fully, finally and forever expressly waive, release and
      discharge the Company, its subsidiaries and affiliates and their officers,
      directors, employees and agents of and from any and all claims, causes of
      action, claims for damages and claims for relief of any kind or nature, whether
      known or unknown, asserted or unasserted, that you may have on or prior to
      the
      Effective Date which are connected in any way whatsoever with your employment
      with the Company, its subsidiaries or affiliates (“Existing
      Claims”).  The foregoing release does not include claims or causes of
      action related to enforcement of this Agreement.

     

    You
      understand and agree that the foregoing release includes, but is not limited
      to,
      any and all Existing Claims with respect to wages, bonuses, equity compensation,
      or any other form of incentive compensation, or employment benefits arising
      out
      of any oral or written contract or agreement (whether express or implied by
      operation of law or otherwise), any covenant of good faith and fair dealing
      (whether express or implied by operation of law or otherwise), any theory of
      wrongful discharge, any common law or statutory legal restriction on the
      Company’s or its subsidiaries’ or affiliates’ right to change or terminate
      employment, any federal, state or other governmental statute or ordinance or
      other legal limitation on the employment relationship, including without
      limitation, Title VII of the Civil Rights Act of 1964, the federal Age
      Discrimination in Employment Act, the federal American with Disabilities Act,
      the federal Family and Medical Leave Act, the federal Employee Retirement Income
      Security Act of 1974, the Washington State Law Against Discrimination,
      equivalent laws or regulations of any state within the United States and
      equivalent laws or regulations of any national or regional government or agency
      outside of the United States.

     

    You
      also
      understand and agree that the foregoing release shall operate as a complete
      and
      total bar and defense to any Existing Claim that has or in the future may,
      directly or indirectly, be brought by you or your successors, heirs, or
      beneficiaries against the Company, its subsidiaries or its
      affiliates.

     

    You
      represent and warrant that, as of the Effective Date, you have not directly
      or
      indirectly filed any complaints, charges or lawsuits against the Company, its
      subsidiaries or affiliates with any governmental agency or any court within
      or
      outside of the United States, and you have not encouraged any such
      actions.  You also represent and warrant that you have not assigned
      any Existing Claim to any third party, and that no third party has any ownership
      interest or any lien of any kind or nature with respect to any Existing
      Claim.

    


    15.  General
      Release of Additional Claims

    


    Following
      the Separation Date, you will have twenty-one (21) calendar days to review
      (with
      your legal counsel if you wish), sign and return to Janis Harwell the General
      Release of Additional Claims attached as Exhibit B to this
      Agreement.  If you sign that General Release and return it to Janis
      Harwell within such 21-day period, you will have an additional seven (7)
      calendar days from the date you executed that General Release to revoke
      it.  If you do not revoke that General Release within such 7-day
      period, it will become binding, enforceable and irrevocable on the day after
      that revocation period expires.

    


    16.  Company
      Disclosures Relating To This Agreement

    


    As
      you
      know, the Company is a publicly-traded company and may be required by law to
      publicly disclose the signing of this Agreement and some or all of its
      terms.  You agree that the Company may make such disclosures to the
      extent that the Company, in its sole discretion, deems necessary or appropriate
      to comply with the laws and regulations within or outside of the United States
      that apply to publicly-traded companies.

    


    17.  Other
      Disclosures Relating To This Agreement

    


    Following
      the Effective Date, you will not make any statements, whether oral or written,
      to any person or entity (other than your personal legal and financial advisers)
      concerning this Agreement without the Company’s prior written
      consent.  The preceding sentence is not intended to and does not
      prevent you from making truthful statements when required by law or order of
      a
      court or government agency of competent jurisdiction.  If you receive
      legal process requiring such statements, you will promptly notify the Company
      and cooperate with the Company in seeking a protective order or taking other
      appropriate action with respect to such legal process.

    


    18.  Confidentiality
      and Non-Use

    


    You
      acknowledge and agree that information not generally known to the public that
      relates to the business, technology, customers, prospects, employees, finances,
      legal activities, plans, proposals, policies or practices of the Company, its
      subsidiaries or affiliates or of any third Parties doing business with the
      Company is confidential information (“Confidential Information”) and the sole
      property of the Company, its subsidiaries and affiliates.  You further
      acknowledge and agree that Confidential Information includes, but is not limited
      to, the trade secrets, strategic plans, business plans, legal strategies, legal
      plans, software programs, financial data, customer lists, identities of
      customers and prospects, marketing plans, nonpublic financial information,
      any
      other information about the Company, its subsidiaries or affiliates which they
      designate as “confidential” and all other information about the Company, its
      subsidiaries and affiliates that is not generally known to the AIDC
      industry.  Confidential Information does not include
      (a) information that is or becomes generally known to the AIDC industry
      through no fault of your own or (b) information received by you from a
      third party without a duty of confidentiality.

    


    At
      all
      times during your employment by the Company and continuing through the
      Separation Date, you will not copy or in any way use any Confidential
      Information for any purpose other than the discharge of your duties as an
      employee of the Company and you will not disclose any Confidential Information
      to any Person other than the officers, directors, employees and agents of the
      Company, its subsidiaries or affiliates without the Company’s prior
      consent.  The preceding sentence is not intended to and does not
      prevent you from making truthful statements when required by law or order of
      a
      court or government agency of competent jurisdiction.  If you receive
      legal process requiring such statements, you will promptly notify the Company
      and cooperate with the Company in seeking a protective order or taking other
      appropriate action with respect to such legal process.

    


    Following
      the Separation Date, you will not disclose to any third party, or use any
      Confidential Information without the Company’s prior written
      consent.  The preceding sentence is not intended to and does not
      prevent you from making truthful statements when required by law or order of
      a
      court or government agency of competent jurisdiction.  If you receive
      legal process requiring such statements, you will promptly notify the Company
      and cooperate with the Company in seeking a protective order or taking other
      appropriate action with respect to such legal process.

    


    On
      or
      before the Separation Date, you will deliver to the Company, and not keep or
      deliver to anyone else, any and all notes, files, memoranda, papers, electronic
      files and, in general, any and all physical material containing Confidential
      Information, including without limitation, any and all physical materials
      relating to the conduct of business of the Company or any subsidiary or
      affiliate of the Company which are in your possession, except for (a) any
      documents for which the Company or any subsidiary or affiliate of the Company
      has given written consent to removal at the time of the termination of your
      employment with the Company; and (b) your personal rolodex, phone book and
      similar items.  Following the Separation Date, you will not use any
      computer access code or password belonging to the Company and you will not
      access any computer or database in the possession, custody or control of the
      Company.

    


    19.  Early
      Termination

    


    (a)
      Notwithstanding any other provision of this Agreement, the Company has the
      right
      (but not the obligation) to immediately terminate your employment with the
      Company and withhold any payments due to you in the future under any of the
      following circumstances:

    


    (i)
      The
      Company determines, in its sole discretion, that you have directly or indirectly
      materially breached paragraphs 8 through13 or paragraph 18 of this Agreement
      or
      that you are going to materially breach one or more of those
      paragraphs.

    


    (ii)
      The
      Company determines, in its sole discretion, that the representations made by
      you
      in paragraph 14 of this Agreement were false as of the Effective
      Date.

    


    (iii)
      The
      Company determines, in its sole discretion, that, during your employment with
      the Company, its subsidiaries or affiliates (whether such employment occurred
      before or after the Effective Date), you have directly or indirectly engaged
      in
      or that you are directly or indirectly engaging in conduct that constitutes
      a
      breach of fiduciary duty, actual or constructive fraud, gross negligence or
      willful misconduct which has or could cause economic harm to or damage the
      reputation of the Company, its subsidiaries or affiliates.

    


    (iv)
      You
      are convicted (including without limitation a plea of guilty or nolo contendere)
      of a felony involving actual or constructive fraud, theft, or moral turpitude
      while you were employed by the Company, its subsidiaries or affiliates (whether
      such misconduct occurred before or after the Effective Date).

    


    (b)
      Notwithstanding any other provision of this Agreement, the Company has the
      right
      (but not the obligation) to withhold the payment described in paragraph 4(c)
      if
      you choose not to sign and return to the Company the General Release of
      Additional Claims described in paragraph 14 of this Agreement and paragraph
      2 of
      Exhibit C within the 21-day period specified in those paragraphs or if you
      exercise your right to revoke that General Release within the 7-day revocation
      period specified in paragraph 15 of this Agreement and paragraph 2 of Exhibit
      B.

    


    (c)
      If
      the Company chooses to exercise its rights under paragraphs 19(a) or 19(b)
      of
      this Agreement, the other provisions of this Agreement will remain in full
      force
      and effect during your lifetime.

    


    (d)
      The
      rights and remedies set forth in paragraphs 19(a), 19(b) and 19(c) are in
      addition to, and not in lieu of, any other right or remedy afforded the Company
      under any other provision of this Agreement or at law, in equity or
      otherwise.

    


    20.  Enforcement
      of This Agreement

    


    You
      agree
      that if you materially breach paragraphs 8 through 13 or paragraph 18 of this
      Agreement, the Company, its subsidiaries and its affiliates will sustain
      immediate and irreparable injury.  In the event of such a breach, the
      Company may file any claim for breach of or to enforce this Agreement in any
      court of law or tribunal of competent jurisdiction whether within or outside
      of
      the United States.

    


    Upon
      receiving actual notice of the Company’s action by the method for notice set
      forth in paragraph 20 of this Agreement, you will waive and you will direct
      your
      attorneys to waive any and all challenges to jurisdiction, venue, service of
      process and, if the court or tribunal finds likelihood of success on the merits,
      you will agree and you will direct your attorneys to agree to the entry of
      a
      temporary restraining order, a preliminary injunction and a permanent injunction
      requiring full performance of paragraphs 8 through 13 or paragraph
      18.

    


    In
      addition, if the court or tribunal finds likelihood of success on the merits,
      the Company shall have the right, but not the obligation, to terminate this
      Agreement and shall be entitled to actual damages according to proof and
      reimbursement of the full reasonable attorneys’ fees and costs it incurred in
      bringing such action.

    


    21.  Notices

    


    Any
      and
      all notices, demands, or other communications required or desired to be given
      hereunder by any Party shall be in writing and shall be validly given or made
      to
      another Party if personally served or if deposited in the United States mail,
      certified or registered, postage prepaid, return receipt requested or deposited
      with an established overnight delivery service for delivery the next business
      day.  If such notice or demand is served personally, notice shall be
      deemed constructively made at the time of such personal service.  If
      such notice, demand or other communication is given by mail, such notice shall
      be conclusively deemed given five days after deposit thereof in the United
      States mail, certified or registered mail, postage prepaid, return receipt
      requested, addressed to the Party to whom such notice, demand or other
      communication is to be given as follows:

    


    If
      to
      Company:

    Patrick
      J. Byrne

    Chief
      Executive Officer

    Intermec,
      Inc.

    6001
      36th Avenue
      West

    Everett,
      WA 98203

    
      
      

    

    
    

    With
      a
      copy to:

    


    Janis
      L.
      Harwell

    Senior
      Vice President,

    General
      Counsel and

    Corporate
      Secretary

    Intermec,
      Inc.

    6001
      36th Avenue
      West,

    Everett,
      WA 98203-1264

    


    If
      to
      Steven J. Winter:

    


    Steven
      J.
      Winter

    229
      -
      156th Street NE

    Arlington,
      WA  98223

    


    Any
      Party
      hereto may change its address for purposes of this paragraph 21 by written
      notice given in the manner provided above.

    


    22.  Miscellaneous

    


    (a)   Entire
      Agreement.  The Parties agree that this
      Agreement contains the entire agreement and understanding of the Parties with
      respect to your separation from the Company and that there are no promises
      or
      terms of the agreement between the Parties other than those expressly written
      in
      this Agreement.  Unless this Agreement expressly provides otherwise,
      this Agreement does not amend or modify any other agreements you entered into
      with the Company prior to the Effective Date.

    


    (b)  Binding
      Effect.  This Agreement shall be binding
      Parties and their respective successors, heirs, beneficiaries, permitted
      assigns, subsidiaries and affiliates.

    


    (c)
       Assignment.  No
      party may assign or otherwise transfer (by operation of law or otherwise) this
      Agreement without the prior written consent of the other party.

    


    (d)  Third
      Party Beneficiaries. This Agreement is only
      for the benefit of, and is only enforceable, by you and the Company, its
      subsidiaries and affiliates and their officers, directors, employees, agents,
      successors and assigns.  The Agreement is not intended to and shall
      not be construed to confer any right or benefit on any third party other than
      those identified in the preceding sentence.

     

    (e)  Severability.  If
      any provision or term of this Agreement is determined by a court of law or
      government tribunal to be unenforceable, then such unenforceable provision
      or
      term will be modified so as to make it enforceable, or if that is not possible,
      then it will be deleted from this Agreement, and the remaining part of the
      Agreement shall remain in full, force and effect.

    


    (f)  Amendments,
      Waivers and Modification.  No amendment,
      waiver or modification of this Agreement will be enforceable unless it is in
      writing, signed by authorized representatives of each of the
      Parties.

    


    (g)  Controlling
      Law.  This Agreement will be
      interpreted, construed and enforced in all respects in accordance with the
      laws
      of the State of Washington, without reference to its choice of law or conflict
      of laws principles.

    


    (h)  Choice
      of Forum.  Unless paragraph 20 permits a
      party to select a different forum, no suit, action, proceeding or claim arising
      under or by reason of this Agreement will be brought by any party in any place
      other than courts located in Seattle, Washington and the parties hereby
      irrevocably consent to the jurisdiction and venue of those courts with respect
      to such suits, actions, proceedings and claims.

    


    (i)  Attorneys’
      Fees and Costs.  In the event that any
      action or proceeding is brought by either party in connection with this
      Agreement, the prevailing party in such action or proceeding will be entitled
      to
      receive its costs and reasonable attorneys’ fees. 

    


    (j)  No
      Admission.  Nothing in this Agreement shall be construed
      as an admission by the Company or any of its subsidiaries or affiliates with
      respect to any Existing Claim or any other claim, cause of action, claim for
      damages or other relief or otherwise that you may have as of or prior to the
      Effective Date.

    


    (k)  Headings.  The
      headings to the various sections of this Agreement have been inserted for the
      convenience of the Parties only.  They shall not be used to interpret
      or construe the meaning of the terms and provisions of those
      sections.

    


     (l)  Counterparts.  This
      Agreement may be signed in counterparts and, subject to paragraph 23, when
      each
      party has signed a counterpart, the Agreement shall be final and binding upon
      the Parties.

     

    
      23.  Review
        and Revocation Periods



    You
      have
      until October 16, 2007 to review (with your legal counsel if you wish), sign
      and
      return this Agreement to me.  If you sign the Agreement and return it
      to me within that period, you will have an additional seven (7) calendar days
      from the date you executed the Agreement to revoke it.  If you do not
      revoke the Agreement within such 7-day period, it will become binding,
      enforceable and irrevocable on the day after that revocation period
      expires.

     

    
      24.  Additional
        Definitions



    For
      purposes of this Agreement, the following definitions apply:

    


    (a)
      “AIDC Industry” means companies that sell, offer to sell, lease
      or offer to lease in any geographic market (i) products that print, capture
      or
      collect data via automatic means (including but not limited to barcode,
      printing, scanning or imaging, radio frequency identification (“RFID”), smart
      cards, optical character recognition (“OCR”) or magnetic strips) and
      subsequently store such data on a microprocessor-controlled device (including
      but not limited to a computer) or (ii) RFID chips, RFID inserts or inlays,
      RFID
      tags, RFID printers or RFID readers or terminals.

    


    (b)
      "Control" means beneficial ownership (within the meaning of
      Rule 13d-3 promulgated under the Securities Exchange Act of 1934), directly
      or
      indirectly of fifty percent (50%) or more of the direct or indirect combined
      voting power of a Person’s then outstanding voting equity generally entitled to
      vote in the election of directors (or other participants of the managing
      authority), or (ii) acquiring actual control of the operations of a Person,
      whether by means of contract or otherwise; (ii) acquiring control through a
      merger or consolidation involving Person if the equity holders of
      that Person immediately before such merger or consolidation, as a result of
      and
      after such merger or consolidation, own, directly or indirectly, less than
      fifty
      percent (50%) of the combined voting power of the then outstanding voting
      securities generally entitled to vote in the election of directors (or other
      participants in the managing authority) of the entity surviving or resulting
      from such merger or consolidation; or (iii) acquiring control of a Person
      through the purchase or other acquisition of all or substantially all of the
      assets of that Person.

    


    (c)
      “Effective Date” means September 25, 2007, the effective date
      of this Agreement.

    


    (d)
      “Person” means an individual, a corporation, a limited
      liability company, a partnership, an association, a trust or any other entity
      or
      organization, including a government or political subdivision or any agency
      or
      instrumentality thereof, whether for profit or not-for-profit.

    


    (e)
      “SLA” means single life annuity.

    


    (f)  “Tier
      I Companies” means Symbol Technologies, Inc.,  Zebra
      Technologies Corp., Handheld Products, Inc., Impinj, Inc., Applied Wireless
      Identifications, Inc., Alien Technology Corporation, Motorola, Inc., Metrologic
      Instruments, Inc., Hand Held Products, Inc. and their subsidiaries, affiliates
      and successors thereof (including any Person that obtains Control of any such
      Tier I Company).

    


    (g)  “Tier
      II Companies” means value-added resellers that have been designated as
      Honours Partners by Intermec Technologies Corporation (“Intermec”).

    


    (h)  “Tier
      III Companies” means (i) any Person that competes in the AIDC Industry
      (other than the Tier I Companies and Tier II Companies) and (ii) any Person
      that
      sets standards for hardware, software or protocols made, used, sold, offered
      for
      sale, leased or offered for lease in the AIDC Industry.

    


    Steve,
      if
      you agree with the terms and conditions set forth above, please fill in the
      contact information required in paragraph 21, sign two copies of the Agreement
      in the space provided

    below
      and
      return one signed original to Janis Harwell for our files.  Please
      maintain the second copy for your own records.

    


    Sincerely,

    


    By:  /s/ Lanny H. Michael


    
      
        

      

    

    Lanny
      H.
      Michael

    Senior
      Vice President and

    Chief
      Financial Officer

    


    I
      accept
      the terms and conditions of this Agreement, which I have read and
      understand.

     

    
      
        
          	
                  /s/
                    Steve J. Winter­ 

                  
                    

                  

                  Steven J. Winter  

                	
                  10/11/2007

                  
                    
 Date 

                
	 	
                   

                


        

      

    

     

    
      
      

    

    
    

    


    EXHIBIT
      A

    


    Outstanding
      Equity Incentive Grants

    
      	
              Intermec,
                Inc.

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               Stock
                Award Status

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               Steven
                J. Winter

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               Current
                Status as of:

            	
              31-Aug-07

            	
               

            	
               FMV
                as of 22 Aug 07:

            	
               $  26.0700

            	
               

            	
               

            
	
               Separation
                Date as of:

            	
              30-Nov-07

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               Shares

            	
               Shares

            	
               Shares

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               Vested

            	
               To
                Vest

            	
               Unvested

            	
              Option

            
	
               Award

            	
              Award

            	
               Shares

            	
               Option

            	
               as
                of

            	
               prior
                to

            	
               as
                of

            	
              Expiration

            
	
               Type

            	
              Date

            	
               Granted

            	
               Price

            	
               31-Aug-07

            	
              30-Nov-07

            	
              30-Nov-07

            	
              Date

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
              (Note
                1)

            	
              (Note
                2)

            	
              (Note
                3)

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	 	 	 	 	 	 	 	 
	
               Stock
                Options

            	
              11/19/1998

            	
                  15,000

            	
               $  16.5938

            	
                  15,000

            	
                              -

            	
                              -

            	
              11/19/2008

            
	
               Stock
                Options

            	
              02/05/1999

            	
                  10,000

            	
               $  17.1875

            	
                  10,000

            	
                              -

            	
                              -

            	
              02/05/2009

            
	
               Stock
                Options

            	
              11/17/2000

            	
                  40,000

            	
               $    4.1900

            	
                  40,000

            	
                              -

            	
                              -

            	
              11/17/2010

            
	
               Stock
                Options

            	
              05/07/2002

            	
                  25,000

            	
               $    7.3750

            	
                  25,000

            	
                              -

            	
                              -

            	
              05/07/2012

            
	
               Stock
                Options

            	
              05/08/2003

            	
                  10,000

            	
               $    7.7200

            	
                    8,000

            	
                              -

            	
                       2,000

            	
              05/08/2013

            
	
               Stock
                Options

            	
              05/06/2004

            	
                  25,000

            	
               $  17.2250

            	
                  15,000

            	
                              -

            	
                     10,000

            	
              05/06/2014

            
	
               Stock
                Options

            	
              05/17/2005

            	
                  35,000

            	
               $  19.9850

            	
                  14,000

            	
                              -

            	
                     21,000

            	
              05/17/2015

            
	
               Stock
                Options

            	
              05/16/2006

            	
                  45,000

            	
               $  27.2500

            	
                    9,000

            	
                              -

            	
                     36,000

            	
              05/16/2016

            
	
               Stock
                Options

            	
              05/15/2007

            	
                  45,000

            	
               $  22.5900

            	
                           -

            	
                              -

            	
                     45,000

            	
              05/15/2017

            
	
               Subtotal

            	
               

            	
                272,500

            	
               

            	
                136,000

            	
                              -

            	
                   114,000

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               Restricted
                Stocks

            	
              10/08/2001

            	
                    5,001

            	
               n/a

            	
                    5,001

            	
                              -

            	
                              -

            	
              n/a

            
	
               Restricted
                Stocks

            	
              05/08/2003

            	
                    6,667

            	
               n/a

            	
                    6,667

            	
                              -

            	
                              -

            	
              n/a

            
	
               Subtotal

            	
               

            	
                  11,668

            	
               

            	
                  11,668

            	
                              -

            	
                              -

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               Performance
                Share Units

            	
              05/06/2004

            	
                    4,925

            	
               n/a

            	
                    4,925

            	
                              -

            	
                              -

            	
              n/a

            
	
               Performance
                Share Units

            	
              05/17/2005

            	
                  11,667

            	
               n/a

            	
                           -

            	
                              -

            	
                     11,667

            	
              n/a

            
	
               Performance
                Share Units

            	
              05/16/2006

            	
                  15,000

            	
               n/a

            	
                           -

            	
                              -

            	
                     15,000

            	
              n/a

            
	
               Performance
                Share Units

            	
              05/15/2007

            	
                  11,250

            	
               n/a

            	
                           -

            	
                              -

            	
                     11,250

            	
              n/a

            
	
               Subtotal

            	
               

            	
                  42,842

            	
               

            	
                    4,925

            	
                              -

            	
                     37,917

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               Note
                (1) - Shares scheduled to vest on various dates, assuming awardee
                remains
                employed on vesting date.

            
	
               Note
                (2) - Unvested shares as of the Separation Date will be forfeited
                and
                cancelled.

            
	
               Note
                (3) - Vested and unexercised shares as of the Separation Date remain
                exercisable until expiration.

            


    

     

    
       

      
        
        

        
        

      

      
        
        

      

    

    EXHIBIT
      B

    


    GENERAL
      RELEASE OF ADDITIONAL CLAIMS

    


    This
      agreement (the “Agreement”) is
      made by and between Intermec, Inc. (the “Company”) and Steven J. Winter
      (“Winter”) (collectively, the “Parties” and individually, a “Party”) as of
      November 30, 2007 (the “Effective Date”).

    


    WHEREAS,
      the Parties entered into a
      Separation Agreement effective as of September 25, 2007 (the “SA”) which, among
      other things, provides that the Company will, under certain circumstances,
      make
      certain payments to Winter following the Separation Date (as that term is
      defined in the SA);

    


    WHEREAS,
      in paragraph 14 of the SA,
      Winter released certain claims against the Company, its subsidiaries and
      affiliates;

    


    WHEREAS,
      additional claims in favor of
      Winter and against the Company, its subsidiaries or affiliates may have come
      into existence since the effective date of the SA;

    


    WHEREAS,
      paragraph 15 of the SA gives
      Winter the right (but not the obligation) to waive, release and discharge any
      claims he may have against the Company, its subsidiaries or affiliates
      concerning events that post-date the effective date of the SA;

    


    WHEREAS,
      paragraph 4 of the SA gives
      the Company the right (but not the obligation) to withhold the payment described
      in paragraph 4(c) of the SA if Winter chooses not to sign this Agreement within
      the 21-day period provided in paragraph 15 of the SA;

    


    WHEREAS,
      paragraph 4 of the SA also
      gives the Company the right (but not the obligation) to withhold the payment
      described in paragraph 4(c) of the SA if Winter chooses to revoke this Agreement
      within the 7-day revocation period provided in 15 of the SA;

    


    WHEREAS,
      Winter wishes to receive the
      payment described in paragraph 4(c) of the SA;

    


    NOW
      THEREFORE, for
      good and value consideration, receipt of which is hereby acknowledged, the
      Parties hereby agree:

    


     

    1. 
      General Release

     

    Winter
      (on his own behalf and on behalf of his successors, heirs, beneficiaries and
      permitted assigns) fully, finally and forever expressly waive, release and
      discharge the Company, its subsidiaries and affiliates and their officers,
      directors, employees and agents of and from any and all claims, causes of
      action, claims for damages and claims for relief of any kind or nature, whether
      known or unknown, asserted or unasserted, that Winter may have had during the
      period from the Effective Date of the SA through November 30, 2007 (the
“Separation Date”) which are connected in any way whatsoever with his employment
      with the Company, its subsidiaries or affiliates (the “ Additional
      Claims”).  The foregoing release does not include claims or causes of
      action related to enforcement of the SA.

     

    Winter
      understands and agrees that the foregoing release includes, but is not limited
      to, any and all Additional Claims with respect to wages, bonuses, equity
      compensation, or any other form of incentive compensation, or employment
      benefits arising out of any oral or written contract or agreement (whether
      express or implied by operation of law or otherwise), any covenant of good
      faith
      and fair dealing (whether express or implied by operation of law or otherwise),
      any theory of wrongful discharge, any common law or statutory legal restriction
      on the Company’s or its subsidiaries’ or affiliates’ right to change or
      terminate employment, any federal, state or other governmental statute or
      ordinance or other legal limitation on the employment relationship, including
      without limitation, Title VII of the Civil Rights Act of 1964, the federal
      Age
      Discrimination in Employment Act, the federal American with Disabilities Act,
      the federal Family and Medical Leave Act, the federal Employee Retirement Income
      Security Act of 1974, the Washington State Law Against Discrimination,
      equivalent laws or regulations of any state within the United States and
      equivalent laws or regulations of any national or regional government or agency
      outside of the United States.

     

    Winter
      also understands and agrees that the foregoing release shall operate as a
      complete and total bar and defense to any Additional Claim that has or in the
      future may, directly or indirectly, be brought by Winter or his successors,
      heirs, or beneficiaries against the Company, its subsidiaries or its
      affiliates.

     

    Winter
      represents and warrants that he has not directly or indirectly filed any
      complaints, charges or lawsuits against the Company, its subsidiaries or
      affiliates with any governmental agency or any court within or outside of the
      United States, and agrees that he will not initiate or encourage any such
      actions.  Winter also represents and warrants that he has not assigned
      any Additional Claim to any third party, and that no third party has any
      ownership interest or any lien of any kind or nature with respect to any
      Additional Claim.

    


    2. 
      Review and Revocation Periods

    


    Winter
      has twenty-one (21) calendar days following November 30, 2007 to review (with
      his legal counsel if he wishes), sign and return this Agreement to the
      Company.  If Winter signs this Agreement and returns it to the Company
      within such 21-day period, he will have an additional seven (7) calendar days
      from the date he executed the Agreement to revoke it by providing the Company
      with notice of such revocation in the manner set forth in paragraph 5 of this
      Agreement.  If Winter does not revoke the Agreement within such 7-day
      period, it will become binding, enforceable and irrevocable on the day after
      that revocation period expires.

    


    3.
       Effect of Revocation

    


    Winter
      acknowledges and agrees that, if he chooses to revoke this Agreement within
      the
      7-day revocation period specified in paragraph 2 of this Agreement, the Company
      will have the right (but not the obligation) to withhold the payment described
      in paragraph 4(c) of the SA..

    


    4.  Effect
      of Unexercised Revocation Right

    


    The
      Company acknowledges and agrees that, if Winter chooses to sign this Agreement
      and return it to the Company within the 21-day period specified by paragraph
      2
      and if Winter chooses not to exercise his right to revoke this Agreement within
      the 7-day revocation period specified in that paragraph, the Company will be
      obligated to make the payment described in paragraph 4(c) of the
      SA.

    


    5. 
      Notices

    


    Any
      and
      all notices, demands, or other communications required or desired to be given
      hereunder by any Party shall be in writing and shall be validly given or made
      to
      another Party if personally served or if deposited in the United States mail,
      certified or registered, postage prepaid, return receipt requested or deposited
      with an established overnight delivery service for delivery the next business
      day.  If such notice or demand is served personally, notice shall be
      deemed constructively made at the time of such personal service.  If
      such notice, demand or other communication is given by mail, such notice shall
      be conclusively deemed given five days after deposit thereof in the United
      States mail, certified or registered mail, postage prepaid, return receipt
      requested, addressed to the Party to whom such notice, demand or other
      communication is to be given as follows:

    
      
      

    

    
    

    If
      to
      Company:

     

    Patrick
      J. Byrne

    Chief
      Executive Officer

    Intermec,
      Inc.

    6001
      36th Avenue
      West

    Everett,
      WA 98203

    


    With
      a
      copy to:

    


    Janis
      L.
      Harwell

    Senior
      Vice President,

    General
      Counsel and

    Corporate
      Secretary

    Intermec,
      Inc.

    6001
      36th Avenue
      West,

    Everett,
      WA 98203-1264

    


    If
      to
      Steven J. Winter:

    


    Steven
      J.
      Winter

    229
      -
      156th Street NE

    Arlington,
      WA  98223

    


    Any
      Party
      hereto may change its address for purposes of this paragraph 5 by written notice
      given in the manner provided above.

     

    6.  Miscellaneous

     

    (a)   Entire
      Agreement.  The Parties agree that this
      Agreement and the SA contain the entire agreement and understanding of the
      Parties with respect to the subject matter thereof and that there are no
      promises or terms of the agreement between the Parties other than those
      expressly written in this Agreement or the SA.

     

    (b)  Binding
      Effect.  This Agreement shall be binding
      upon the Parties and their respective successors, heirs, beneficiaries, assigns,
      subsidiaries and affiliates.

     

    (c)  Third
      Party Beneficiaries. This Agreement is only
      for the benefit of, and is only enforceable, by the Company, its subsidiaries
      and affiliates and their officers, directors, employees, agents, successors
      and
      assigns.  The Agreement is not intended to and shall not be construed
      to confer any right or benefit on any third party other than those identified
      in
      the preceding sentence.

     

    (d)
      Severability.  If any
      provision or term of this Agreement is determined by a court of law or
      government tribunal to be unenforceable, then such unenforceable provision
      or
      term will be modified so as to make it enforceable, or if that is not possible,
      then it will be deleted from this Agreement, and the remaining part of the
      Agreement shall remain in full, force and effect.

    


    (e)
      Amendments, Waivers and
      Modification.  No amendment, waiver or
      modification of this Agreement will be enforceable unless it is in writing,
      signed by authorized representatives of each of the Parties.

    


    (f)
      Controlling Law.  This
      Agreement will be interpreted, construed and enforced in all respects in
      accordance with the laws of the State of Washington, without reference to its
      choice of law or conflict of laws principles.

    


    (g)
      No Admission.  Nothing in this Agreement shall
      be construed as an admission by the Company or any of its subsidiaries or
      affiliates with respect to any Existing Claim or any other claim, cause of
      action, claim for damages or other relief or otherwise that Winter may have
      during the period from the effective date of the SA through November 30,
      2007.

    


    (h)
      Headings.  The headings to
      the various sections of this Agreement have been inserted for the convenience
      of
      the Parties only.  They shall not be used to interpret or construe the
      meaning of the terms and provisions of such sections.

    


    (i)
      Counterparts.  This Agreement
      may be signed in counterparts and, subject to paragraph 2, when each party
      has
      signed a counterpart, the Agreement shall be final and binding upon the
      parties.

    


    IN
      WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
      signed on their behalf as of the Effective Date.

    


    
      	
              COMPANY:

            	 	
              WINTER:

            
	
              Intermec,
                Inc.

            	 	
              Steven
                J. Winter

            
	
              By:  /s/
                Lanny H. Michael

              
                

              

              Name:  Lanny
                H. Michael

              
                Title:     Sr.
                  Vice President, Chief Financial Officer

                
                  Date:    October
                    9, 2007

                

              

            	 	
              By:  /s/
                Steve J. Winter

              
                

              

              Date:
                10/11/2007