Unassociated Document


    
      

    

     

    ADOPTION
      AGREEMENT

    


    
      	1.01	
              PREAMBLE

            


    

    


    By
      the
      execution of this Adoption Agreement the Plan Sponsor hereby (complete a. or
      b.)

    


    
      	 	
              a. 
                 x

            	
              adopts
                a new plan as of July
                1, 2006.

            


    

    


    
      	 	
              b. 
                 o

            	
              amends
                and restates its existing plan as of _______ 
                [month,
                day, year] which is the Amendment Restatement
                Date.

            


    

    


    
      	 	 	
              Original
                Effective Date: _______ 
                [month,
                day, year]

            


    

    


    
      	 	 	
              Pre-409A
                Grandfathering:  o
                Yes     o
                No   (If yes, complete Appendix B, “Summary of Grandfathered
                Provisions”)

            


    

    


    
      	
              1.02

            	
              PLAN

            


    

    


    
      	
              Plan
                Name: 

            	
              Intermec
                Deferred Compensation Plan

            
	 	 
	
              Plan
                Year: 

            	
              January
                1 - December 31

            


    

    


    
      	
              1.03

            	
              PLAN
                SPONSOR

            


    

    


    
      	
              Name:

            	
              Intermec,
                Inc.

            
	
              Address:

            	
              6001
                36th
                Ave W, Everett, WA 98203

            
	
              Phone
                # :

            	
              425-348-2600

            
	
              EIN:

            	
              94-4647021

            
	
              Fiscal
                Yr:

            	
              1/1/-12/31

            
	
              Form
                of Entity:

            	
              Corporation

            


    

    


    If
      Plan
      Sponsor is a Corporation is stock publicly traded?

    x
      Yes    o
      No

    


    
      	
              1.04

            	
              EMPLOYER

            


    

    


    The
      following entities have been authorized by the Plan Sponsor to participate
      in
      and have adopted the Plan:

    


    
      	
              Entity

            	 	
              Publicly
                Traded Corporation

            
	 	 	 	 
	 	 	
              Yes

            	
              No

            
	
              Intermec,
                Inc.

            	 	
               x

            	
               o

            
	
              Intermec
                Technologies Corporation

            	 	
               x

            	
               o

            
	 	 	
               o

            	
               o

            
	 	 	
               o

            	
               o

            
	 	 	
               o

            	
               o

            
	 	 	
               o

            	
               o

            


    

     

    
      
        
          
          

        

        
          -
            1
            -

          
            

          

        

        
          
          

        

      

    

    


    
      	
              1.05

            	
              ADMINISTRATOR

            


    

    


    The
      Employer has designated the following to be responsible for the Administration
      of the Plan:

    


    Compensation
      Committee of the Board of Directors of Intermec, Inc.

    


    
      	 	
              Note:

            	
              The
                Administrator is the person or persons designated by the Employer
                to be
                responsible for the administration of the Plan. This is not Fidelity
                Investments Institutional Operations Company, Inc. nor any other
                Fidelity
                affiliate.

            


    

    


    
      	
              1.06

            	
              IDENTIFICATION
                DATE

            


    

    


    The
      Employer has designated 12/31 as the Identification Date for purposes of
      determining Key Employees.

    


    In
      the
      absence of a designation, the Identification Date is December 31.

    


    
      
        
          
          

        

        
          -
            2
            -

          
            

          

        

        
          
          

        

      

    

     

    
      	
              2.01

            	
              PARTICIPATION

            


    

    


    
      	 	
              a.   
                x

            	
              Employees

            


    

    


    
      	 	
              i.   
                 o

            	
              Eligible
                Employees are selected by the
                Employer.

            


    

    


    
      	 	
              ii.   
                x

            	
              Eligible
                Employees are those employees of the Employer who satisfy the following
                criteria:

            


    

    


    Eligible
      Employees are selected by the Employer. In addition to the Employees selected
      by
      the Employer, an Employee of a participating Employer who is not eligible to
      participate in any other nonqualified plan maintained by the Employer, shall
      be
      eligible for an Employer Matching Contribution under the Plan in a calendar
      year
      in which his or her Compensation under Section 3.01 of the Adoption Agreement
      exceeds the limit under Section 401(a)(17) of the Code for such calendar year,
      if the Employee had not been offered an opportunity to make a deferral election
      under the Plan for Compensation paid during such year.

    


    
      	
            	b.   
              o	
              Directors

            


    

    


    
      	 	
              i.    
                o

            	
              All
                Directors are eligible to
                participate.

            


    

    


    
      	 	
              ii.   
                o

            	
              Only
                Directors selected by the Employer are eligible to
                participate.

            


    

    


    
      
        
          
          

        

        
          -
            3
            -

          
            

          

        

        
          
          

        

      

    

    


    
      	
              3.01

            	
              COMPENSATION

            


    

    


    For
      purposes of determining Participant contributions under Article 4 and Employer
      contributions under Article 5, Compensation shall be defined in the following
      manner (complete a. or b. and select c. and/or d., if applicable):

    


    
      	
              a.

            	 o	
              Compensation
                as defined in Section 2.9 of the Plan but excluding:

            
	
               

            	
               

            	
               
                

            
	 	 	
               
                

            
	 	 	
                
                

            
	 	 	
               
                

            
	 	 	
               
                

            
	 	 	
               
                

            
	 	 	 
	
              b.

            	 x	
              Compensation
                as defined in the Intermec 401(k) Retirement Plan without regard
                to the
                Section 401(a)(17) of the Code limit for such Plan Year but only
                as to
                amounts in excess of the Section 401(a)(17) of the Code
                limit.

            
	 	 	 
	
              c.

            	 o	
              Director
                Compensation shall have the meaning specified in Section 2.9 except
                that:

            
	 	 	
               
                

            
	 	 	
               
                

            
	 	 	
               
                

            
	 	 	 
	
              d.

            	 o	
              Compensation
                shall, for all Plan purposes, be limited to $ _______ .

            


    

    


    
      	
              3.02

            	
              BONUSES

            


    

    


    Compensation,
      as defined in Section 3.01 of the Adoption Agreement, includes the following
      type of bonuses:

    


    
      	
              Type

            	
              Will
                be treated as Performance

              Based
                Compensation

            
	 	 
	 	 	
              Yes

            	 	
              No

            	 
	
              Bonus
                Programs*  

            	 	
               x

            	 	
               o

            	 
	
              Sales
                Commissions*

            	 	
               x

            	 	
               o

            	 
	
              
                 

              

            	 	
               o

            	 	
               o

            	 
	
              
                 

              

            	 	
               o

            	 	
               o

            	 


    

     

    ______________________

    * 
      For purposes of Participant contributions under Section 4.01 of the Adoption
      Agreement (but not for purposes of Employer  contributions under Section
      5.01 of the Adoption Agreement) Compensation does not include any bonus or
      commission based on  a performance period of less than a year where the
      performance period occurs in the same calendar year as the corresponding
 deferral election.


    
      
        
          
          

        

        
          -
            4
            -

          
            

          

        

        
          
          

        

      

    

    


    
      	
              4.01

            	
              PARTICIPANT
                CONTRIBUTIONS

            


    

    


    
      	 	
              a.

            	
              Amount
                of Deferrals

            


    

    


    A
      Participant may elect within the period specified in Section 4.01b of the
      Adoption Agreement to defer the following amounts of Compensation (select i.
      and
      ii. or iii.):

    


    
      	 	
              i.

            	
              Compensation
                Other than Bonuses (for each type of remuneration listed, complete
“dollar
                amount” or“percentage
                amount,” but not both))

            


    

     

    
      
        	 	 	
                Dollar
                  Amount

              	 	
                %
                  Amount

              	 	 
	
                Type
                  of Remuneration

              	 	
                Min

              	 	
                Max

              	 	
                Min

              	 	
                Max

              	 	
                Increment

              
	
                a. Base
                  Salary

              	 	 	 	 	 	
                1%

              	 	
                75%

              	 	
                1%

              
	
                b. 

              	 	 	 	 	 	 	 	 	 	 
	
                c. 

              	 	 	 	 	 	 	 	 	 	 


      

       

    

    Note:
      The
      increment is required to determine the permissible deferral amounts. For
      example, a minimum of 0% and maximum of 20% with a 5% increment would allow
      an
      individual to defer 0%, 5%, 10%, 15% or 20%.

    


    
      	 	
              ii.

            	
              Bonuses
                (choose one)

            


    

     

    
      
        	 	 	
                Dollar
                  Amount

              	 	
                %
                  Amount

              	 	 
	
                Type
                  of Bonus

              	 	
                Min

              	 	
                Min

              	 	
                Min

              	 	
                Max

              	 	
                Increment

              
	
                a. Bonus
                  Programs* 

              	 	 	 	 	 	
                1%

              	 	
                100%

              	 	
                1%

              
	
                b. Sales
                  Commissions*

              	 	 	 	 	 	
                1%

              	 	
                100%

              	 	
                1%

              
	
                c. 

              	 	 	 	 	 	 	 	 	 	 


      

      


      
        	 	
                iii.

              	
                Compensation
                  (do not complete if you completed i. and
                  ii.)

              


      

      


      
        	
                Dollar
                  Amount

              	 	
                %
                  Amount

              	 	 
	
                Min

              	 	
                Max

              	 	
                Min

              	 	
                Max

              	 	
                Increment

              
	 	 	 	 	 	 	 	 	 


      

      


      
        	 	
                iv.

              	
                Director
                  Compensation

              


      

      


      
        	 	 	
                Dollar
                  Amount

              	 	
                %
                  Amount

              	 	 
	
                Type
                  of Compensation

              	 	
                Min

              	 	
                Min

              	 	
                Min

              	 	
                Max

              	 	
                Increment

              
	
                Annual
                  Retainer 

              	 	 	 	 	 	 	 	 	 	 
	
                Meeting
                  Fees

              	 	 	 	 	 	 	 	 	 	 
	
                Other:

              	 	 	 	 	 	 	 	 	 	 
	
                Other:

              	 	 	 	 	 	 	 	 	 	 


      

      


      _________________________

        
          *
            Subject
            to the exclusion stated in the footnote to Section 3.02 of the Adoption
            Agreement

        

      

    

    


    
      
        
          
          

        

        
          -
            5
            -

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              b.

            	
              Election
                Period

            


    

    


    
      	 	
              i.

            	
              Performance
                Based Compensation

            


    

    


    A
      special
      election period 

    


    a.    x 
Does      b.   o 
Does
      Not

    


    apply
      to
      each eligible type of performance based compensation referenced in Section
      3.02
      of the Adoption Agreement.

    


    The
      special election period, if applicable, will be determined by the
      Employer.

    


    
      	 	
              ii.

            	
              Newly
                Eligible Participants

            


    

    


    An
      employee who is classified or designated as an Eligible Employee during a Plan
      Year 

    


    a.   o 
May      b.   x 
May
      Not

    


    elect
      to
      defer Compensation otherwise payable during the remainder of the Plan Year
      by
      completing a deferral agreement within the 30 day period beginning on the date
      he is eligible to participate in the Plan.

    


    
      	 	
              c.

            	
              Revocation
                of Deferral Agreement

            


    

    


    A
      Participant’s deferral agreement

    


    (A)  x  Will

    (B)  
      o  Will
      Not

    


    be
      cancelled for the remainder of any Plan Year during which he receives a hardship
      distribution of elective deferrals from a qualified cash or deferred arrangement
      maintained by the Employer.

    


    
      
        
          
          

        

        
          -
            6
            -

          
            

          

        

        
          
          

        

      

    

    


    
      	
              5.01

            	
              EMPLOYER
                CONTRIBUTIONS

            


    

    


    
      	 	
              a.

            	
              Matching
                Contributions

            


    

    


    
      	 	
              i.

            	
              Amount

            


    

    


    For
      each
      Plan Year, the Employer shall make a Matching Contribution on behalf of each
      Participant who defers Compensation for the Plan Year and satisfies the
      requirements of Section 5.01(a)(ii) of the Adoption Agreement equal to (complete
      one):

    
 

    
      	 	
              (A)   
                o

            	
              
                _______ 
                  [insert
                  percentage] of the Compensation the Participant has elected to
                  defer for
                  the Plan Year.

              

            


    

    


    
      	 	
              (B)    
                o

            	
              An
                amount determined by the Employer in its sole
                discretion.

            


    

    


    
      	 	
              (C)   
                 o

            	
              Matching
                Contributions for each Participant shall be limited to $ _______  
                and/or _______  
                [insert percentage] of
                Compensation.

            


    

    


    
      	 	
              (D)
                   x

            	
              Other:
                80%
                of
                the product of: (a) eligible Compensation for the Plan Year (to the
                extent
                it exceeds the Section 401(a)(17) limit for the calendar year when
                paid),
                times (b) the percentage (but not exceeding 4%) that the Employee
                elected
                for such calendar year (or 4% in the case of an Employee who was
                not
                offered an opportunity to make a deferral election during the advance
                election period for such Plan
                Year).

            


    

    


    


    
      	 	
              ii.

            	
              Eligibility
                for Matching Contribution

            


    

    


    A
      Participant who defers Compensation for the Plan Year*
      shall
      receive an allocation of Matching Contributions determined in accordance with
      Section 5.01(a)(i) provided he satisfies the following requirements (complete
      the ones that are applicable):

    


    
      	 	
              (A)  
                x

            	
              Is
                employed on the last day of the Plan
                Year

            


    

    


    
      	 	
              (B)   
                o

            	
              Completes
                _______  
                [insert number] of hours of service during the Plan
                Year

            


    

    


    
      	 	
              (C)   
                o

            	
              Is
                selected by the Employer in its sole discretion to receive an allocation
                of Matching Contributions

            


    

    


    
      	 	
              (D)   
                o

            	
              No
                requirements

            


    

    


    
      	 	
              (E)   
                o

            	
              Other

            


      
        _______ 
          

        
          _______ 
            

        

        _______ 
          

         

        ________________________

        *  Or
          an Eligible Employee whose Compensation for the Plan Year exceeds the Section
          401(a)(17) of the Code limit for that year, but who was not offered an
          opportunity to elect to defer to the Plan for such Plan Year.

         

        
          
            
              
              

            

            
              -
                7
                -

              
                

              

            

            
              
              

            

          

        

         

      

    

    
      	 	
              iii.

            	
              Time
                of Allocation

            


    

    


    Matching
      Contributions, if made, shall be treated as allocated (select one):

    


    
      	 	
              (A)   o

            	
              As
                of the last day of the Plan Year

            


    

    


    
      	 	
              (B)   
                x

            	
              At
                such times as the Employer shall determine in it sole
                discretion

            


    

    


    
      	 	
              (C)   
                o

            	
              At
                the time the Compensation on account of which the Matching Contribution
                is
                being made would otherwise have been paid to the
                Participant

            


    

    


    
      	 	
              (D)   
                o

            	
              Other:

            


    

    _______ 
      
      
        _______ 
          

      

      _______ 
        

    

     

     

    
      	 	
              b.

            	
              Other
                Contributions

            


    

     

    
      	 	
              i.

            	
              Amount

            


    

    


    The
      Employer shall make a contribution on behalf of each Participant who satisfies
      the requirements of Section 5.01(b)(ii) equal to (check one):

    


    
      	 	
              (A) 
                 o

            	
              An
                amount equal to      
                (insert number) % of the Participant’s
                Compensation

            


    

    


    
      	 	
              (B)   
                o

            	
              An
                amount determined by the Employer in its sole
                discretion

            


    

    


    
      	 	
              (C)   
                o

            	
              Contributions
                for each Participant shall be limited to $_______

            


    

    


    
      	 	
              (D)   
                o

            	
              Other:

            


    

    _______

    _______

    _______

    


    
      
        
          
          

        

        
          -
            8
            -

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              ii.

            	
              Eligibility
                for Other Contributions

            


    

    


    A
      Participant shall receive an allocation of other Employer contributions
      determined in accordance with Section 5.01(b)(i) for the Plan Year if he
      satisfies the following requirements (complete the one that is
      applicable):

    


    


    
      	 	
              (A)  
                o

            	
              Describe
                requirements:

            


    

    _______

    _______

    


    
      	 	
              (B)   
                x

            	
              Is
                selected by the Employer in its sole discretion to receive an allocation
                of other Employer contributions.

            


    

    


    
      	 	
              (C)   
                o

            	
              No
                requirements

            


    

    


    


    
      	 	
              iii.

            	
              Time
                of Allocation

            


    

    


    Employer
      contributions, if made, shall be treated as allocated (select one):

    


    
      	 	
              (A)  
                o

            	
              As
                of the last day of the Plan Year

            


    

    


    
      	 	
              (B)   
                x

            	
              At
                such time or times as the Employer shall determine in its sole
                discretion

            


    

    


    
      	 	
              (C)   
                o

            	
              Other:

            


    

    _______

    _______

    _______

    


    
      
        
          
          

        

        
          -
            9
            -

          
            

          

        

        
          
          

        

      

    

    


    
      	
              6.01

            	
              DISTRIBUTIONS

            


    

    


    The
      timing and form of payment of distributions made from the Participant’s vested
      Account shall be made in accordance with the elections made in this Section
      6.01
      of the Adoption Agreement.

    


    
      	 	
              a.

            	
              Timing
                of Distributions

            


    

    


     

    
      	 	
              (i)

            	
              All
                distributions shall commence in accordance with the following (choose
                one):

            


    

    


    
      	 	
              (A)  
                x

            	
              As
                of the distribution event

            


    

    
      	 	
              (B)    o

            	
              Monthly
                on specified day _______
                (insert day)

            


    

    
      	 	
              (C)   
                o

            	
              Annually
                on specified month and day _______
                (insert month and day)

            


    

    
      	 	
              (D)  
                 o

            	
              Calendar
                quarter on specified day _______
                (insert day)

            


    

    


    
      	 	
              Note:

            	
              A
                six month delay for certain distributions to Key Employees of publicly
                traded companies will apply.

            


    

    


    
      	 	
              (ii)

            	
              The
                timing of distributions as determined in Section 6.01a.(i) shall
                be
                modified by the adoption of:

            


    

    


    
      	 	
              (A)  
                x

            	
              Event
                Delay - distribution events (other than those based on Specified
                Date or
                Specified Age) will be treated as not having occurred for 30
                days
                (insert number of days).

            


    

    


    
      	 	
              (B)   
                o

            	
              Hold
                Until Next Year - distribution events (other than those based on
                Specified
                Date or Specified Age) will be treated as not having occurred for
                twelve
                months from the date of the event.

            


    

    


    
      	 	
              (C)   
                o

            	
              Immediate
                Processing - If Section 6.01a(i)(A) is not selected above, the Participant
                may elect to override the timing method selected by the Employer
                under
                Section 6.01a(i) for the following distribution events (insert
                events).

            


    

    _______

    _______

    


    
      
        
          
          

        

        
          -
            10
            -

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              b.

            	
              Distribution
                Events (If multiple events are chosen, the earliest to occur will
                trigger
                payment.)

            


    

    
    

     

    
      	 	 	 	
              Lump
                Sum

            	
              Installments

            
	
              (i)

            	 o	
              Specified
                Date

            	
              _______

            	
              
                
                  _______ 
                    years
                    to _______ 
                    years

                

              

            
	 	 	 	 	
               

            
	
              (ii)

            	 o	
              Specified
                Age

            	
              
                _______

              

            	
              
                 _______ 
                  years
                  to _______ 
                  years

              

            
	 	 	 	 	 
	
              (iii)

            	 x	
              Separation
                from Service

            	
              
                      
                  X       

              

            	
              
                
                  _______ 
                    years
                    to _______ 
                    years

                

              

            
	 	 	 	 	 
	
              (iv)

            	 o	
              Separation
                from Service
                plus 6 months

            	
              
                _______

              

            	
              
                
                  _______ 
                    years
                    to _______ 
                    years

                

              

            
	 	 	 	 	 
	
              (v)

            	 o	
              Separation
                from Service plus _____  months
                (not to exceed _____  months)

            	
              
                _______

              

            	
              
                 _______ 
                  years
                  to _______ 
                  years

              

            
	 	 	 	 	 
	
              (vi)

            	 o	
              Retirement

            	
              
                _______

              

            	
              
                 _______ 
                  years
                  to _______ 
                  years

              

            
	 	 	 	 	 
	
              (vii)

            	 o	
              Retirement
                plus 6 months

            	
              
                _______

              

            	
              
                 _______ 
                  years
                  to _______ 
                  years

              

            
	 	 	 	 	 
	
              (viii)

            	 o	
              Retirement
                plus _____
                months (not to exceed _____ months)

            	
              
                _______

              

            	
              
                
                  _______ 
                    years
                    to _______ 
                    years

                

              

            
	 	 	 	 	 
	
              (ix)

            	 o	
              Later
                of Separation from Service or Specified Age

            	
              
                _______

              

            	
              
                 _______ 
                  years
                  to _______ 
                  years

              

            
	 	 	 	 	 
	
              (x)

            	 o	
              Later
                of Separation from Service or Specified Date

            	
              
                _______

              

            	
              
                _______ 
                  years
                  to _______ 
                  years

              

            
	 	 	 	 	 
	
              (xi)

            	 o	
              Later
                of Retirement or Specified Age

            	
              
                _______

              

            	
              
                 _______ 
                  years
                  to _______ 
                  years

              

            
	 	 	 	 	 
	
              (xii)

            	 o	
              Later
                of Retirement or Specified Date

            	
              
                _______

              

            	
              
                 _______ 
                  years
                  to _______ 
                  years

              

            
	 	 	 	 	 
	
              (xiii)

            	 o	
              Disability

            	
              
                _______

              

            	
              
                 _______ 
                  years
                  to _______ 
                  years

              

            
	 	 	 	 	 
	
              (xiv) 

            	 x	
              Death

            	
              
                
                        
                    X       

                

              

            	
              
                
                  _______ 
                    years
                    to _______ 
                    years

                

              

            
	 	 	 	 	 
	
              (xv)

            	 o	
              Change
                in Control

            	
              
                _______

              

            	
              
                 _______ 
                  years
                  to _______ 
                  years

              

            


    

    


    The
      minimum deferral period for Specified Date or Specified Age event shall
      be _____ years.

    


    Installments
      may be paid (select each that applies)

    


    
      	 	o	
              Monthly

            


    

    
      	 	o	
              Quarterly

            


    

    
      	 	o	
              Annually

            


    

    


    
      	 	
              c.

            	
              Specified
                Date and Specified Age elections may not extend beyond
                age _____.

            


    

    


    
      
        
          
          

        

        
          -
            11
            -

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              d.

            	
              Separation
                from Service (if this is elected, do not select “Separation from Service”
                under b. above)

            


    

    


    A
      Separation from Service override

    


    
      	 	o	
              Shall
                apply.

            


    

    


    A
      Separation from Service override provides that a Participant, whose Separation
      from Service occurs before Retirement, shall receive the vested amount credited
      to his Account as a lump sum payment.

    


    
      	 	
              e.

            	
              Involuntary
                Cashouts (leave blank if not
                applicable)

            


    

    


    
      	 	o	
              If
                the Participant’s vested Account at the time of his Separation from
                Service does not exceed $_____
                (insert dollar amount) distribution of the vested Account shall
                automatically be made in the form of a single lump sum in accordance
                with
                Section 9.5 of the Plan.

            


    

    


    
      	 	
              f.

            	
              Retirement

            


    

    


    Retirement
      shall be defined as a Separation from Service that occurs on or after the
      Participant separates from service on or after age 60 _____  (insert
      description of requirements)

    


    
      	 	
              g.

            	
              Redeferrals

            


    

    


    A
      Participant

    


    
      	 	
              (i)    
                o

            	
              Shall

            


    

    
      	 	
              (ii)  
                 x

            	
              Shall
                Not

            


    

    


    be
      permitted to modify a scheduled distribution date in accordance with Section
      9.2
      of the Plan.

    


    A
      Participant shall generally be permitted to elect such
      modification _______
      number
      of times.

    


    Administratively,
      allowable distribution events will be modified to reflect all options necessary
      to fulfill the redeferrals provision.

    


    
      
        
          
          

        

        
          -
            12
            -

          
            

          

        

        
          
          

        

      

    

    


    
      	
              7.01

            	
              VESTING

            


    

     

    
      	 	
              a.

            	
              Matching
                Contributions

            


    

    


    The
      Participant’s vested interest in the amount credited to his Account attributable
      to Matching Contributions shall be based on the following schedule:

    


    
      	
              Years
                of Service

            	
              Vesting
                %

            
	
              0

            	
               ______

            
	
              1

            	
               ______

            
	
              2

            	
               ______

            
	
              3

            	
               ______

            
	
              4

            	
               ______

            
	
              5

            	
               ______

            
	
              6

            	
               ______

            
	
              7

            	
               ______

            
	
              8

            	
               ______

            
	
              9

            	
               ______

            


    

    


    
      	 	
              b.

            	
              Other
                Employer Contributions

            


    

    


    The
      Participant’s vested interest in the amount credited to his Account attributable
      to Employer contributions other than Matching Contributions shall be based
      on
      the following schedule:

    


    
      	
              Years
                of Service

            	
              Vesting
                %

            
	
              0

            	
              ______

            
	
              1

            	
              ______

            
	
              2

            	
              ______

            
	
              3

            	
              ______

            
	
              4

            	
              ______

            
	
              5

            	
              ______

            
	
              6

            	
              ______

            
	
              7

            	
              ______

            
	
              8

            	
              ______

            
	
              9

            	
              ______

            


    

    


    
      	 	
              c.

            	
              Acceleration
                of Vesting

            


    

    


    A
      Participant’s vested interest in his Account will automatically be 100% upon the
      occurrence of the following events: (select the ones that are
      applicable)

    


    
      	 	
              (i)   
                  o

            	
              Death

            


    

    


    
      	 	
              (ii)  
                  o

            	
              Disability

            


    

    


    
      	 	
              (iii)  
                 o

            	
              Change
                in Control

            


    

    


    
      	 	
              (iv) 
                  o

            	
              Eligibility
                for Retirement

            


    

    


    
      	 	
              (v)   
                 o

            	
              Other:
                _______

            


    

    _______

    


    
      
        
          
          

        

        
          -
            13
            -

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              d.

            	
              Years
                of Service

            


    

    


    
      	
            	ii.	
              A
                Participant’s Years of Service shall include all service performed for the
                Employer and

            


    

     

    
      	 	
              (A)   o

            	
              Shall

            


    

    
      	 	
              (C)    o

            	
              Shall
                Not

            


    

    


    include
      service performed for the Related Employer.

    


    
      	
            	iii.	
              Years
                of Service shall also include service performed for the following
                entities:

            


    

    


    
      	 
	 
	 
	 
	 


    

    


    
      	
            	iv.	
              Years
                of Service shall be determined in accordance with: (select
                one)

            


    

    


    
      	 	
              (A) 
                 o

            	
              The
                elapsed time method in Treas. Reg.
                Sec. 1.410(a)(7)

            


    

    


    
      	 	
              (B) 
                 o

            	
              The
                general method in DOL Reg. Sec. 2530.200b-1 through
                b-4

            


    

    


    
      	 	
              (C) 
                 o

            	
              The
                Participant’s Years of Service credited under _______
                (insert name of plan) the Intermec 401k Retirement Plan effective
                7/1/06

            


    

    


    
      	 	
              (D) 
                 o

            	
              Other:
                _______

            


    

    _______

    _______

     

    
      
        
        

      

      
        -
          14
          -

        
          

        

      

      
        
        

      

       

    

    
      	
              8.01

            	
              UNFORESEEABLE
                EMERGENCY

            


    

    


    
      	 	
              a.

            	
              A
                withdrawal due to an Unforeseeable Emergency as defined in Section
                2.24:

            


    

    


    
      	 	
              i.    
                x

            	
              Will

            


    

    
      	 	
              ii.   
                o

            	
              Will
                Not

            


    

    


    be
      allowed.

    


    
      	 	
              b.

            	
              Upon
                a withdrawal due to an Unforeseeable Emergency, a Participant’s deferral
                election for the remainder of the Plan
                Year:

            


    

    


    
      	 	
              i.    
                x

            	
              Will

            


    

    
      	 	
              ii.   
                o

            	
              Will
                Not

            


    

    


    be
      cancelled.

    


    
      
        
          
          

        

        
          -
            15
            -

          
            

          

        

        
          
          

        

      

    

    


    
      	
              9.01

            	
              INVESTMENT
                DECISIONS

            


    

    


    Investment
      decisions regarding the hypothetical amounts credited to a Participant’s Account
      shall be made by: (select one)

    


    
      	 	
              a.   
                x

            	
              The
                Participant (or his Beneficiary)

            


    

    
      	 	
              b.   
                o

            	
              The
                Employer

            


    

    


    Investment
      options are set forth in Appendix A.

    


    
      
        
          
          

        

        
          -
            16
            -

          
            

          

        

        
          
          

        

      

    

    


    
      	
              10.01

            	
              GRANTOR
                TRUST

            


    

    


    The
      Employer: (select one)

    


    
      	 	
              a.   
                x

            	
              Does

            


    

    
      	 	
              b.   
                o

            	
              Does
                Not

            


    

    


    intend
      to
      establish a grantor trust in connection with the Plan.

    


    
      
        
          
          

        

        
          -
            17
            -

          
            

          

        

        
          
          

        

      

    

    


    
      	
              11.01

            	
              TERMINATION
                UPON CHANGE IN CONTROL

            


    

    


    The
      Employer 

    


    
      	 	
              a.   
                x

            	
              Reserves

            


    

    
      	 	
              b.   
                o

            	
              Does
                Not Reserve

            


    

    


    the
      right
      to terminate the Plan and distribute all vested amounts credited to Participant
      Accounts upon a Change in Control as described in Section 9.7.

    


    
      	
              11.02

            	
              CHANGE
                IN CONTROL

            


    

    


    A
      Change
      in Control for Plan purposes includes the following (select each definition
      that
      applies):

    


    
      	 	x	
              A
                change in the ownership of the Employer (as described in Section
                9.7(c) of
                the Plan)

            


    

    


    
      	 	x	
              A
                change in the effective control of the Employer (as described in
                Section
                9.7(d) of the Plan)

            


    

    


    
      	 	x	
              A
                change in the ownership of a substantial portion of the assets of
                the
                Employer (as described in Section 9.7(e) of the
                Plan)

            


    

    


    
      
        
          
          

        

        
          -
            18
            -

          
            

          

        

        
          
          

        

      

    

    


    
      	
              12.01

            	
              GOVERNING
                STATE LAW

            


    

    


    The
      laws
      of Washington shall apply in the administration of the Plan to the extent not
      preempted by ERISA.

    


    
      
        
          
          

        

        
          -
            19
            -

          
            

          

        

        
          
          

        

      

    

    


    
      	
              13.01

            	
              2005
                TRANSITIONAL RULES

            


    

    


    The
      Employer has made the following elections regarding the 2005 Transitional Rules
      set forth in Section 4.5. The Employer must specify default payment elections
      in
      13.01(a) whether or not the new payment elections are permitted.

    


    
      	 	
              a.

            	
              New
                Payment Elections [Section 4.5(a)]

            


    

    


    
      	 	o	
              Will
                Be Permitted until _______
                (insert date)

            


    

    
      	 	o	
              Will
                Not Be Permitted

            


    

    


    The
      default payment elections will be:

    


    _______

    _______

    


    
      	 	
              b.

            	
              Elections
                to terminate participation or cancel an outstanding election [Section
                4.5(b)]

            


    

    


    
      	 	o	
              Will

            


    

    
      	 	o	
              Will
                Not

            


    

    


    be
      permitted.

    


    
      	 	
              c.

            	
              Prospective
                Deferral Elections [Section 4.5(c)]

            


    

     

    
      	 	o	
              Will

            


    

    
      	 	
              o

            	
              Will
                Not

            


    

    


    be
      permitted.

    


    Only
      a
      plan in existence on or before December 31, 2004 may offer Prospective Deferral
      Elections.

    


    
      	
              13.02

            	
              2006
                TRANSITIONAL RULE

            


    

    


    New
      payment elections [Section 4.6]

    


    
      	 	o	
              Will
                Be Permitted until _______
                (insert date)

            


    

    
      	 	o	
              Will
                Not Be Permitted

            


    

    


    
      
        
          
          

        

        
          -
            20
            -

          
            

          

        

        
          
          

        

      

    

    


    The
      Plan
      Sponsor has caused this Adoption Agreement to be executed this 29th
      day of
June,
      2006.

    


    


    


    


    
      	 	
              PLAN
                SPONSOR:   

            	
              /s/
                Larry D. Brady

            
	 	 	 
	 	
              By:  
                

            	
              Larry
                D. Brady

            
	 	 	 
	 	
              Title:  
                

            	
              President
                and Chief Executive Officer

            


    

    


    


    
      
        
          
          

        

        
          -
            21
            -

          
            

          

        

        
          
          

        

      

    

     

    APPENDIX
      A 

     

    INVESTMENT
      OPTIONS

    


    


    
      	
               

              Fund
                Name

               

            	
              Fund
                Number

            
	
              Fidelity
                Cash Reserves

            	
              0055

            
	
              Fidelity
                Money Market Trust: Retirement Money Market Portfolio

            	
              0630

            
	
              Fidelity
                Diversified International Fund

            	
              0325

            
	
              Oakmark
                International CL I

            	
              OFOI

            
	
              Fidelity
                Dividend Growth Fund

            	
              0330

            
	
              Oakmark
                Select CL I

            	
              OFOA

            
	
              Spartan
                US Equity Index - Investor Class

            	
              0650

            
	
              Fidelity
                Mid-Cap Stock Fund

            	
              0337

            
	
              Clipper
                Fund

            	
              OFCF

            
	
              American
                Beacon Small Cap Value Fund - PlanAhead Class

            	
              OSAY

            
	
              Longleaf
                Partners Fund

            	
              OMUV

            
	
              Columbia
                Acorn Fund Class Z

            	
              OFAR

            
	
              American
                Growth Fund of America CL A

            	
              OFXL

            
	
              Harbor
                Capital Appreciation Institutional Class

            	
              OFHH

            
	
              Fidelity
                Freedom 2000 Fund

            	
              0370

            
	
              Fidelity
                Freedom 2005 Fund

            	
              1312

            
	
              Fidelity
                Freedom 2010 Fund

            	
              0371

            
	
              Fidelity
                Freedom 2015 Fund

            	
              1313

            
	
              Fidelity
                Freedom 2020 Fund

            	
              0372

            
	
              Fidelity
                Freedom 2025 Fund

            	
              1314

            
	
              Fidelity
                Freedom 2030 Fund

            	
              0373

            
	
              Fidelity
                Freedom 2035 Fund

            	
              1315

            
	
              Fidelity
                Freedom 2040 Fund

            	
              0718

            
	
              Fidelity
                Freedom Income Fund

            	
              0369

            


    

    


    
      	
              Note:

            	
              The
                Plan may not select a common/collective trust fund or a self-directed
                brokerage option as an investment option.

            


      	 	 


    

    
      	 	
              Date
                Effective: July 1, 2006

            


    

    


     

    -
      22
      -