exhibit10_5.htm


     Intermec,
Inc.

    2008
Long-Term Performance Share Program

    


     

    Agreement
for the Award Period

     

    January 1,  [YEAR]
through December 31, [YEAR]

     

     

    This
Performance Share Unit Agreement (the “Agreement”) is made as of
%%OPTION_DATE%-%, between Intermec, Inc., a Delaware corporation (the “Company”), and
%%FIRST_NAME%-% %%MIDDLE_NAME%-% %%LAST_NAME%-% (the “Participant”).

     

    WHEREAS, the Intermec, Inc.
2008 Omnibus Incentive Plan (the “Plan”) was adopted by the
Board of Directors of the Company on March 19, 2008, and was approved by the
stockholders of the Company on May 23, 2008; and

     

    WHEREAS, the Committee has
adopted the 2008 Long-Term Performance Share Program, as amended (the “Program”), as a sub-plan of
the Plan and authorized the Award represented by 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 Participant hereby
agree as follows:

     

    Article
1.  Award

     

    The
Participant is hereby awarded, as a matter of separate inducement and agreement,
and not in lieu of salary or other compensation for services,
%%TOTAL_SHARES_GRANTED,’999,999,999’%-% Performance Share Units (the “Target Award”), on the terms
and conditions hereinafter set forth.  The number of Performance Share
Units (“PSUs”) that the
Participant may earn under this Agreement shall range from 0% to 200% of the
Target Award (the “Earned
PSUs”), as determined by the achievement of the performance measures set
forth in Article 3 of this Agreement.  The Earned PSUs shall be paid
in shares of the common stock, par value $.01 per share, of the Company (the
“Common Stock”) as set
forth in Article 6 of this Agreement.  The Participant shall have no
obligation to pay the Company additional consideration for the Earned
PSUs.

     

    The Plan
and the Program, copies of which have been made available to the Participant,
are incorporated herein by reference and made part of this Agreement as if fully
set forth herein. Capitalized terms used in this Agreement that are not defined
herein shall have the meanings assigned to such terms in the Plan and the
Program. This Agreement is subject to, and the Company and the Participant agree
to be bound by, all of the terms and conditions of the Plan and the Program as
the same exist at the time this Agreement became effective. The Plan and the
Program shall control in the event there is any express conflict between the
terms hereof and the Plan or the Program 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, the Program and
this Agreement in accordance with Section 16.1 of the Plan, but no such
subsequent amendment, modification, restatement, or termination of the Plan, the
Program or this Agreement shall adversely affect in any material way the
Participant’s rights under this Agreement without the Participant’s written
consent.  This Agreement shall be subject, without further action by
the Company or the Participant, to such amendment, modification, or
restatement.

     

    Article
2.  Measurement Period, Performance Period and Award
Period

    


    For all
purposes of this Agreement, “Measurement Period” means
January 1, [YEAR] through December 31, [YEAR], “Performance Period” means
January 1, [YEAR] through December 31, [YEAR] and “Award Period” means January
1, [YEAR] through December 31, [YEAR].

     

    Article
3.  Achievement of Performance Measures

    


    The
number of Earned PSUs to be earned under this Agreement shall be based upon the
achievement of the following Performance Period performance measures set by the
Committee, and measured with respect to the Measurement Period as of December
31, [YEAR]:

    


    [PERFORMANCE
MEASURES AND DETERMINATION OF ACHIEVEMENT]

    


    


     At
the end of the Measurement Period, the number of Earned PSUs shall be determined
but shall be subject to a forfeiture restriction until December 31, [YEAR],
subject to the terms of this Agreement.  During such time as the
Earned PSUs remain subject to the forfeiture restriction, they are referred to
in this Agreement as Restricted Stock Units (“RSUs”).

    


    
      
        
        

      

      
        1

        
        

      

      
        
        

      

    

    Article
4. Termination/Forfeiture Provisions

    


    Except as
otherwise provided below in this Article 4, a Participant shall be eligible for
payment of Earned PSUs, as determined in Article 3, only if the Participant’s
employment with the Company or a Related Company continues through the end of
the Award Period.

     

    In the event of a Participant’s
termination of employment as a result of death or disability prior to the end of
the Award Period,  the former employee (or
beneficiary)  will be entitled to receive a payout of Earned PSUs on
the same basis as other Participants, provided that (1) such amount shall
be  prorated for the number of full months worked during the Award
Period as a percentage of the total number of full months in the Award Period
and (2) payout shall be made within 2-1/2 months after the later of the
termination or the certification by the Compensation Committee of payouts for
the Award Period, notwithstanding the requirement applicable generally that no
payout is due unless the Participant  remains employed until the end
of the Award Period.

     

    The
effect of a Change of Control on PSUs and RSUs shall be governed by the terms of
the Company's change of control policy applicable to the Participant (either the
Executive Change of Control Policy for the Plan or the Standard Change of
Control Policy for the Plan, effective January 7, 2009).

     

    Article
5. Rights as a Stockholder

    


    During
the Award Period, the Participant shall have no rights of a stockholder with
respect to the PSUs, RSUs or the Earned PSUs.  Notwithstanding the
foregoing, the Participant shall be entitled to receive any dividend equivalents
declared by the Board, as provided in the Program.

     

    Article
6. Form and Timing of Payment

    


    Except as
set forth in Article 4 or in the Program, payment of Earned PSUs shall be made
in the form of shares of Common Stock within 21⁄2 months following the close of
the Award Period.  The Company shall direct its transfer agent to
issue to the Participant, in uncertificated form, the number of unrestricted
shares of Common Stock that are payable to the Participant under the
Agreement.

     

    Article
7. Nontransferability

     

    PSUs and
RSUs may not be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and
distribution.  The Participant’s rights under this Agreement shall be
exercisable during the Participant’s lifetime only by the Participant or the
Participant’s legal representative.

    


    Article
8. Administration

     

    It is
expressly understood that the Committee is authorized to administer, construe,
and make all determinations necessary or appropriate to the administration of
the Plan, the Program and this Agreement, all of which shall be binding upon the
Participant.

     

    Article
9.  Withholding Taxes

     

    No later
than the date as of which an amount first becomes includable in the gross income
of the Participant for federal income tax purposes with respect to any Earned
PSUs, the Participant 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 Earned PSUs that give rise to the withholding requirement or shares of
Common Stock already owned by the Participant. The obligations of the Company
under the Plan shall be conditional on such payment or arrangements, and the
Company and its Related Companies shall, to the extent permitted by law, have
the right to deduct any such taxes from any payment otherwise due to the
Participant. Participant, therefore, hereby unconditionally and irrevocably
elects, notwithstanding anything to the contrary in this Article 9 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
Participant’s Earned PSUs (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 Participant shall be withheld from any such cash
payment:

     

    OPTION
1:

     

    
      	
               
      

            	
               ̈

            	
              Authorizing
      and directing the Company to deduct from the total number of shares of
      Common Stock issuable and deliverable to Participant pursuant to this
      Agreement the number of shares having a value equal to the Mandatory
      Withholding Taxes.

            


    

     

     

    
      
        
        

      

      
        2

        
        

      

      
        
        

      

    

    OPTION
2:

     

    
      	
               
      

            	
               ̈

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

            


    

     

    OPTION
3:

     

    
      	
               
      

            	
               ̈

            	
              Tendering
      to the Company the number of unrestricted shares of Common Stock owned by
      the Participant prior to the date on which Withholding Taxes are due and
      having a value equal to the Mandatory Withholding
  Taxes.

            


    

     

    In the event that none of the payment
options set forth above is specified, the Participant’s election shall be deemed
to be Option 1, and the Company shall proceed accordingly.  The
Company may refuse to deliver the shares of Common Stock if the Participant
fails to comply with his or her obligations in connection with the Withholding
Taxes as described in this Article 9.

     

    Regardless
of any action the Company takes with respect to any or all Withholding Taxes,
the Participant acknowledges that the ultimate liability for all Withholding
Taxes legally due by the Participant is and remains the Participant’s
responsibility and that the Company (i) make no representations or
undertakings regarding the treatment of any Withholding Taxes in connection with
any aspects of the PSUs or RSUs, including the grant or vesting of the PSUs or
RSUs, the subsequent sale of shares of Common Stock received upon vesting of the
PSUs or RSUs, if any, and the receipt of any dividends or dividend equivalents;
and (ii) do not commit to structure the terms of the Award of any aspect of the
Award to reduce or eliminate the Participant’s liability for Withholding
Taxes.

    


    Article
10. Miscellaneous

     

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

     

    B.         The
grant of PSUs to the Participant in any year shall give the Participant neither
any right to similar grants in future years nor any right to be retained in the
employ of the Company or its Related Companies, such employment being terminable
to the same extent as if the Program and this Agreement were not in effect. The
right and power of the Company and its Related Companies to dismiss or discharge
the Participant is specifically and unqualifiedly unimpaired by this
Agreement.

     

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

     

    D.         This
Agreement, including the provisions of the Plan and the Program 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 Washington, U.S.A., 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 Participant.  For purposes of litigating any dispute that
arises directly or indirectly from the relationship of the parties evidenced by
this grant of the Agreement, the parties hereby submit to and consent to the
exclusive jurisdiction of the State of Washington, U.S.A., and agree that such
litigation shall be conducted only in the courts of Washington, U.S.A., or the
federal courts for the United States for the Western District of Washington, and
no other courts where this grant is made and/or to be performed.

     

    E.         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 and
the Program, shall inure to the benefit of and shall be binding upon the
Participant’s heirs, legal representatives, and successors.

     

    F.         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.

     

    G.         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.

     

    H.         The
Company may, in its sole discretion, decide to deliver any documents related to
the PSUs granted under, and participation in, the Program or future PSUs that
may be granted under the Program by electronic means or to request the
Participant’s consent to participate in the Program by electronic
means.  The Participant hereby consents to receive such documents by
electronic delivery and, if requested, to agree to participate in the Program
through an on-line or electronic system established and maintained by the
Company or another third party designated by the Company.

     

    I.           Payments
made pursuant to this Agreement are intended to qualify for an exemption from
Section 409A of the Code.  Notwithstanding any other provision in this
Agreement and the Plan, the Company, to the extent it deems necessary or
advisable in its sole discretion, reserves the right, but shall not be required,
to unilaterally amend or modify this Agreement, the Program  or the
Plan so that the Award granted hereunder to the Participant qualifies for
exemption from or complies with Section 409A; provided, however, that the
Company makes no representations that the Agreement or the Award shall be exempt
from or comply with Section 409A and makes no undertaking to preclude Section
409A from applying to the Award.  The Participant, by executing this
Agreement, shall be deemed to have waived any claim against the Company and its
affiliates with respect to any such tax, economic and legal
consequences.  Also notwithstanding the foregoing, if at the time of a
scheduled vesting or payout date under the Agreement, the Participant is a
“specified employee” of the Company within the meaning of that term under
Section 409A and as determined by the Company, and payment would be treated as a
payment made on “separation from service” within the meaning of that term under
Section 409A, then, if such delayed commencement is otherwise required in order
to avoid a prohibited distribution under Section 409A, the payment shall be
delayed until the date which is six months after the date of such separation
from service or if earlier the date of the Participant's death.

     
 

    
      
        
        

      

      
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    IN WITNESS WHEREOF, this
Agreement is executed by the Participant and by the Company through its duly
authorized officer as of the day and year first above written.

     

    INTERMEC, INC.

    


    


    By: /s/Patrick J.
Byrne

          
Patrick J.
Byrne                                                              

          


    


    


    PARTICIPANT:

    (One
of the boxes under Article 9 must be checked)

    


    IMPORTANT

    PLEASE
ACCEPT ELECTRONICALLY OR

    SIGN
AND RETURN PROMPTLY            _________________________

     %%FIRST_NAME%-%
%

    %%MIDDLE_NAME%-%

    %%LAST_NAME%-%

     

     

    
      
        
        

      

      
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