exhibit10_5.htm


    INTERMEC,
      INC.

    


    RESTRICTED
      STOCK UNIT AGREEMENT

     

    This
      Restricted Stock Unit Agreement (the “Agreement”) is made as of
      the 30th day of March, 2007, between Intermec, Inc., a Delaware corporation
      (the
“Company”) and Janis L. Harwell (the
“Grantee”).

     

    WHEREAS,
      the Company’s 2004 Omnibus Incentive Compensation Plan (the
“Plan”) was adopted by the Board of Directors of the Company on
      March 11, 2004, and was approved by the shareholders of the Company on May
      6,
      2004, and was amended by the Compensation Committee of the Board of Directors
      on
      May 16, 2006; and

     

    WHEREAS,
      as an inducement to the Grantee to remain in the employ of the Company or one
      of
      its Subsidiaries or Affiliates (collectively, the “Company”) during a period of
      transition including the appointment of a new Chief Executive Officer of the
      Company, the Company desires to award the Grantee Restricted Stock Units (as
      that term is defined in the Plan) in accordance with the terms and conditions
      of
      the Plan and this Agreement.

     

    NOW,
      THEREFORE, in consideration of the premises, the mutual covenants
      hereinafter set forth, and other good and valuable consideration, the Company
      and the Grantee hereby agree as follows:

     

    1. 
      The Company hereby grants the Grantee, as a matter of separate inducement and
      agreement, and not in lieu of salary or other compensation for services, an
      Award of 20,000 Restricted Stock Units
      (“RSUs”) comprising the right to receive shares of the common
      stock, par value $.01 per share, of the Company (the “Common
      Stock”) on the terms and conditions hereinafter set forth (the
“Awarded Shares”), such number of Awarded Shares to be subject
      to adjustment as provided in Section 3 of the Plan. The Grantee shall have
      no
      obligation to pay the Company additional consideration for the Awarded
      Shares.

     

                         In
      order for this Award to become effective, the Grantee must sign and return
      to
      the Company’s Secretary one copy of this Agreement within 30 days following the
      date at the end of this Agreement.  In the event the Grantee fails to
      do so, this Agreement shall be deemed cancelled, null and
      void.

     

    2. 
      The Plan, a copy of which has been made available to the Grantee, is
      incorporated herein by reference and is made part of this Agreement as if fully
      set forth herein. Capitalized terms used in this Agreement which are not defined
      herein shall have the meanings assigned to such terms in the Plan, it being
      understood that the terms “Restricted Stock Units” and
“RSUs” shall mean and refer to the right to receive
      only the
      Awarded Shares. This Agreement is subject to, and the Company and the Grantee
      agree to be bound by, all of the terms and conditions of the Plan as the same
      exist at the time this Agreement became effective. The Plan shall control in
      the
      event there is any express conflict between the Plan and the terms hereof and
      with respect to such matters as are not expressly covered in this Agreement.
      The
      Company hereby reserves the right to alter, amend, modify, restate, suspend
      or
      terminate the Plan and this Agreement in accordance with Section 12 of the
      Plan,
      but no such subsequent amendment, modification, restatement, or termination
      of
      the Plan or this Agreement shall adversely affect in any material way the
      Grantee’s rights under this Agreement without the Grantee’s written
      consent.  This Agreement shall be subject, without further action by
      the Company or the Grantee, to such amendment, modification, or
      restatement.

     

    3.  Subject
      to the provisions of Paragraph 5 of this Agreement, there shall be a Period
      of
      Restriction (the “Restriction Period”) beginning on the Award
      Date and ending on March 1, 2009 (the “Vesting
      Date”).  Except as otherwise provided in Paragraph 5 hereof,
      all RSUs still subject to restriction on the date of Grantee’s Termination of
      Employment shall be forfeited by the Grantee.

     

    4.  Until
      the earlier of (a) the end of the Restriction Period with respect to any of
      the
      RSUs granted hereunder or (b) the vesting of such RSUs in accordance with the
      provisions of this Agreement or the Plan, the Grantee shall not be permitted
      to
      sell, assign, transfer, pledge, or otherwise encumber the RSUs or the Awarded
      Shares.

     

    5.  Notwithstanding
      any other provision of this Agreement, all RSUs granted hereunder still subject
      to restriction shall become fully vested and free of all restrictions and
      deferral limitations to the full extent of the original grant upon the
      occurrence of any of the following events: (a) the Termination of Employment
      of
      the Grantee by reason of the Grantee’s death; (b) the Termination of Employment
      of the Grantee by reason of the Grantee’s Disability; (c) the occurrence of a
      Change of Control as defined in Section 13(b) of the Plan; or (d) the
      Termination of Employment of the Grantee on or before February 28, 2009, if
      the
      Grantee is employed by the Company throughout the period from March 30, 2007,
      to
      the date of such termination, and if such termination is not voluntary
      and is not for Cause, and if such termination is not in connection with a
      Change of Control as the terms “Cause” and “Change of Control” are defined in
      the Company’s 2007 Executive Severance Plan (as it may from time to time be
      amended).

     

    6.  If
      and when the Restriction Period ends with respect to RSUs awarded hereunder
      without a prior forfeiture of such RSUs, or if and when RSUs vest pursuant
      to
      the provisions of Paragraph 5 hereof, and subject to the payment of withholding
      taxes as provided in Paragraph 8 hereof, the Company will direct its transfer
      agent to issue to the Grantee within thirty (30) days after such event, in
      uncertificated form, the number of unrestricted shares of Common Stock equal
      to
      the number of RSUs as to which the Restriction Period has ended or that have
      vested pursuant to Paragraph 5.  Notwithstanding the preceding
      sentence, 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
      the Grantee’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 the Grantee’s separation from
      service.

     

    7.  Except
      as otherwise provided in this Agreement or the Plan, the Grantee shall not
      have
      any rights of a shareholder with respect to the RSUs or, prior to vesting,
      the
      Awarded Shares.

     

    8.  No
      later than the date as of which an amount first becomes includable in the gross
      income of the Grantee for federal income tax purposes with respect to any
      Awarded Shares, the Grantee shall pay to the Company, or make arrangements
      satisfactory to the Company regarding the payment of, any federal, state, local,
      or foreign taxes of any kind required by law to be withheld by the Company
      with
      respect to such amount. Unless otherwise determined by the Committee,
      withholding obligations (up to the minimum statutory amount required to be
      withheld by the Company) may be settled with shares of Common Stock, including
      the Awarded Shares that give rise to the withholding requirement or shares
      of
      Common Stock already owned by the Grantee for a period of at least six months.
      The obligations of the Company under the Plan shall be conditional on such
      payment or arrangements, and the Company, and its Subsidiaries and its
      Affiliates shall, to the extent permitted by law, have the right to deduct
      any
      such taxes from any payment otherwise due to the Grantee. Grantee, therefore,
      hereby unconditionally and irrevocably elects, notwithstanding anything to
      the
      contrary in this Paragraph 8 or elsewhere in this Agreement, to satisfy any
      and
      all federal, state, local, and foreign taxes of any kind that may be withheld
      by
      the Company in connection with Grantee’s Awarded Shares (the
“Withholding Taxes”) by electing one of the following options;
provided that in all cases, the Company shall have the
      right to receive
      not less than the minimum amount of the Withholding Taxes that the Company
      is
      required by law to withhold (the “Mandatory Withholding
      Taxes”); and further provided that an amount equal to the
      Mandatory Withholding Taxes in respect of any cash payment to Grantee shall
      be
      withheld from any such cash payment:

    
      
      

    

    
    

    OPTION
      1:

     

    
      	
               

            	
              x

            	
              Authorizing
                and directing the Company to deduct from the total number of shares
                of
                Company common stock issued and deliverable to Grantee pursuant to
                this
                Agreement the number of shares having a value equal to the Mandatory
                Withholding Taxes.

            


    

     

    OPTION
      2:

     

    
      	
               

            	
               ̈

            	
              Tendering
                to the Company the number of unrestricted shares of Company common
                stock
                owned by the Grantee for a period of at least six months prior to
                the date
                on which Withholding Taxes are due and having a value equal to the
                Mandatory Withholding Taxes.

            


    

     

    OPTION
      3:

     

    
      	
               

            	
               ̈

            	
              Paying
                to the Company in cash an amount up to the Withholding Taxes but
                not less
                than the Mandatory Withholding
                Taxes.

            


    

     

    In
      the event that none of the payment
      options set forth above is specified, the Grantee’s election shall be deemed to
      be Option 1, and the Company shall proceed accordingly.

     

                   
      9.  Grantee understands and acknowledges that Grantee is one of a
      limited number of employees of the Company and its Subsidiaries and Affiliates
      who have been selected to receive grants of RSUs and that Grantee’s Award is
      considered Company confidential information. Grantee hereby covenants and agrees
      not to disclose the Award of RSUs pursuant to this Agreement to any other person
      except (a) Grantee’s immediate family and legal or financial advisors who agree
      to maintain the confidentiality of this Agreement, (b) as required in connection
      with the administration of this Agreement and the Plan as it relates to this
      Award or under applicable law, and (c) to the extent the terms of this Award
      have been publicly disclosed.

     

    10.  The
      grant of RSUs to the Grantee in any year shall give the Grantee neither any
      right to similar grants in future years nor any right to be retained in the
      employ of the Company or its Subsidiaries or Affiliates, such employment being
      terminable to the same extent as if the Plan and this Agreement were not in
      effect. The right and power of the Company and its Subsidiaries and Affiliates
      to dismiss or discharge the Grantee is specifically and unqualifiedly unimpaired
      by this Agreement.

     

    11.  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 the Grantee by a notice delivered
      in
      accordance with this paragraph. All notices to the Grantee shall be delivered
      to
      the Grantee at the Grantee’s address specified below or at such other address as
      the Grantee may specify in writing to the Secretary of the Company by a notice
      delivered in accordance with this paragraph.

     

    12.  This
      Agreement, including the provisions of the 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 the
      Grantee.

     

    13.  This
      Agreement shall inure to the benefit of and be binding upon each successor
      of
      the Company and, to the extent specifically provided herein and in the Plan,
      shall inure to the benefit of and shall be binding upon the Grantee’s heirs,
      legal representatives, and successors.

     

    14.  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.

     

    15.  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 the Grantee and by the
      Company through its duly authorized officer or officers as of the day and year
      first above written.

     

    
      	DATE:  September
              13, 2007	
              INTERMEC,
                INC.

               

              By: /s/ Patrick J. Byrne

              
                

              

              Patrick J. Byrne

              Chief Executive Officer and President

               

            
	 	
              GRANTEE:

              (One of the boxes under Paragraph 8 must
                be
                checked)

               

              /s/ Janis L. Harwell

              
                

              

              Janis L. Harwell