exhibit10_3.htm


    INTERMEC,
INC.

    SENIOR
OFFICER SEVERANCE PLAN

    


    Amended
and Restated Effective February 16, 2010

    (formerly,
the Corporate Executive Severance Plan)

    


    


    1.  Introduction.  This
Severance Plan is amended and restated effective as of February 16,
2010.  Capitalized terms have the meanings set forth in Section
9.  This Severance Plan replaces and supersedes all prior versions of
the Corporate Executive Severance Plan but does not affect the Intermec, Inc.
Change of Control Severance Plan, effective as of January 7, 2009, and as may be
amended from time to time.

    


    2.  Obligations of the Company
on Termination.

    


    (a) Involuntary Termination of
Employment.  If the Company terminates the Senior Officer's
employment other than in connection with a Change of Control, and other than for
Cause, death or Disability, the Company will:

    


    
      	
               
      

            	
              (i)

            	
              Pay
      to the Senior Officer the sum of:

            


    

    


    
      	
               
      

            	
              (x)
      the Senior Officer’s Annual Base Salary through the Date of Termination,
      to the extent not theretofore paid;

            


    

    


    
      	
               
      

            	
              (y)
      the Annual Bonus Amount; and

            


    

    


    
      	
               
      

            	
              (z)
      the product of (1) one [two, in the case of the Chief Executive Officer]
      and (2) the Senior Officer’s Annual Base
  Salary.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Pay
      to, or on behalf of, the Senior Officer, as incurred, the reasonable costs
      of outplacement services in accordance with the Company’s practices;
      provided that such costs are not incurred beyond the last day of the
      second calendar year following the calendar year in which falls the Senior
      Officer's Date of Termination and that the Company's payment is made
      before the end of the third calendar year following the calendar year in
      which occurs the Senior Officer's Date of
  Termination;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Pay
      to the Senior Officer the product of (1) twelve and (2) the amount of the
      COBRA premium that would be applicable to the level of health coverage
      maintained by the Senior Officer at the time of termination;
      and

            


    

    


    
      	
                             
      (iv)

            	
              Satisfy
      any obligations it may have to the Senior Officer under the terms and
      conditions of the Plans, including, without limitation, the rights of the
      Senior Officer to continuation of health plan coverage under IRC Section
      4980B (COBRA).

            


    

    


    Any
payments under this Severance Plan are in lieu of any bonuses otherwise payable
under the Senior Officer Incentive Program for the Company’s fiscal year which
includes the Date of Termination.

    


    (b)  Termination Due to
Death.  If the Senior Officer's employment is terminated by
reason of the Senior Officer's death, the Company will have no obligation to the
Senior Officer's legal representatives, estate or beneficiaries, other than (i)
payment of his or her Annual Base Salary through the Date of Termination, to the
extent not theretofore paid, and (ii) satisfaction of any obligations the
Company may have to the Senior Officer’s legal representatives, estate or
beneficiaries under the terms and conditions of the Plans.

    


    (c)  Termination Due to
Disability.  If the Senior Officer's employment is terminated
by reason of the Senior Officer's Disability, the Company will have no
obligation to the Senior Officer or his or her legal representatives, other than
(i) payment of his or her Annual Base Salary through the Date of Termination, to
the extent not theretofore paid, and (ii) satisfaction of any obligations the
Company may have to the Senior Officer or the Senior Officer’s legal
representatives under the terms and conditions of the Plans.

    


    (d)  Termination for
Cause.  If the Senior Officer's employment will be terminated
for Cause, the Company will have no obligation to the Senior Officer, other than
(i) payment of his or her Annual Base Salary through the Date of Termination,
and (ii) satisfaction of any obligations the Company may have to the Senior
Officer under the terms and conditions of the Plans.

    


    (e)  Termination in Connection
With a Change of Control.  If the Senior Officer's employment
is terminated in connection with a Change of Control, the Company will have no
obligation to the Senior Officer under this Severance Plan.  Any
obligations of the Company to the Senior Officer that are due to a termination
in connection with a Change of Control shall be determined under the Intermec,
Inc. Change of Control Severance Plan.

    


    
      
        
        

      

      
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    3.  Timing of Payments Due to
Senior Officer; Taxes.

    


    (a)  Payments to be made by
the Company to the Senior Officer or his or her legal representative, estate or
beneficiaries pursuant to Sections 2(a)(i)-(iii) will be made in accordance with
Section 5 (Release Required).  All other payments to be made by the
Company (if any) to the Senior Officer or his or her legal representative,
estate or beneficiaries will be made at the time and in the manner specified in
the applicable Plan.

    


    (b)  All federal, state,
local and foreign taxes are the sole responsibility of the Senior Officer and
his or her legal representative, estate or beneficiaries.

    


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

     

    4.  No Duplication of Benefits,
Offsets or Mitigation.

    


    (a)  The Company shall have
the right to offset the benefits of any other severance plans or agreements that
require the Company to make payments to the Senior Officer as a result of the
Company’s termination of the Senior Officer’s employment against the benefits of
this Severance Plan, and vice versa, to the extent the Company determines
necessary to avoid any duplication of benefits and consistent with the Company's
intentions stated in Section 7(b).

    


    (b)  Except as provided in
Sections 4(a) and 6, the Company's obligation to make the payments or perform
the obligations specified in this Severance Plan will not be affected by any
setoff, counterclaim, recoupment, defense or other claim, right or action that
the Company may have against the Senior Officer or
others.
 

    (c)  In no event will the
Senior Officer be obligated to seek other employment or take any other action by
way of mitigation of the amounts payable to the Senior Officer under any of the
provisions of any Plan, and such amounts will not be reduced whether or not the
Senior Officer obtains other employment.

    


    5.  Release Required; Payment
Timing and Form.

     

    No
portion of the payments and benefits provided under this Severance Plan shall be
paid or provided unless, on or prior to the 60th day following the Senior
Officer's Date of Termination, the Senior Officer executes a general waiver and
release of claims agreement in the form presented by the Company to the Senior
Officer and such release shall not have been revoked by the Senior Officer (and
the applicable revocation period shall have expired) prior to such 60th
day.

    


    Upon
satisfaction of the foregoing conditions, all payments and benefits under this
Severance Plan shall be made in accordance with this
paragraph.  Except for those described in Sections 2(a)(i)(y) and
2(a)(ii), payments and benefits shall be made in a lump sum on the 61st day
following the Senior Officer's Date of Termination.  The payments and
benefits described in Section 2(a)(i)(y) shall be made after the applicable
fiscal year and otherwise in accordance with the terms of the Senior Officer
Incentive Program but without regard to any active employment requirement in
connection with payments thereunder.  Payments under Section 2(a)(ii)
shall be made in accordance with the limitations enumerated therein and with the
Company's practices.

     

    
      6.  Restrictive
Covenants.

    

    


    
    

    (a) As of the
first date on which the Senior Officer violates any of the covenants contained
in the Invention Agreement, the Conflicts of Interest Agreement, the
Non-Disclosure Agreement and the Non-Compete Agreement of the Company executed
by the Senior Officer in connection with the Senior Officer's employment
(“Restrictive Covenants”), any remaining unpaid portion of the payments and
benefits provided under Section 2 shall thereupon be forfeited.

     

    (b) In the
event the terms of any Restrictive Covenant shall be determined by any court of
competent jurisdiction to be unenforceable by reason of such Restrictive
Covenant's extending for too great a period of time or over too great a
geographical area or by reason of its being too extensive in any other respect,
such Restrictive Covenant shall be interpreted to extend only over the maximum
period of time for which it may be enforceable, over the maximum geographical
area as to which it may be enforceable, or to the maximum extent in all other
respects as to which it may be enforceable, all as determined by such court in
such action.

     

    (c) The
Senior Officer recognizes and acknowledges that a breach of the Restrictive
Covenants will cause irreparable damage to the Company and its goodwill, the
exact amount of which will be difficult or impossible to ascertain, and that the
remedies at law for any such breach will be inadequate.

     

    (d) Accordingly,
the Senior Officer agrees that in the event of a breach of any of the
Restrictive Covenants, in addition to any other remedy that may be available at
law or in equity, the Company shall be entitled to specific performance and
injunctive relief.

     

    (e) In
addition, in the event that the Senior Officer violates any of the Restrictive
Covenants, the Senior Officer shall be required to pay to the Company in a
single lump sum an amount equal to the aggregate total of the amounts the Senior
Officer has received pursuant to Section 2 (except for base salary through the
Date of Termination and payment of any obligations of the Company under the
Plans) within 30 days following the date of such violation.

     

    
      
        
        

      

      
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      7.  Amendment or Termination of
Severance Plan; Interpretation.Restrictive
Covenants.

       

    

    
    

    (a)  The Company may amend or
terminate this Severance Plan at any time prior to the Date of
Termination.  In no event will the Senior Officer have any vested
rights under this Severance Plan.

     

    (b)  The Company intends that
this Severance Plan and the compensation provided hereunder shall be exempt from
the requirements of IRC Section 409A to the maximum extent
possible.  To the extent IRC Section 409A is applicable to this
Severance Plan, the Company intends that this Severance Plan shall comply with
the deferral, payout and other limitations and restrictions imposed under IRC
Section 409A.  Notwithstanding any other provision of this
Severance Plan to the contrary, this Severance Plan will be interpreted,
operated and administered in a manner consistent with such
intentions.

     

    
       8.  Successors.

    

    
    

     

    This Severance Plan will inure to the
benefit of and be binding upon the Company, its successors and assigns and upon
the Senior Officer and his or her legal representatives, estate and
beneficiaries.

     

    
       9.  Definitions.

    

     

    9.1     “Annual
Base Salary” means the Senior Officer’s annual base salary as of the Date of
Termination.

    


    9.2    “Annual Bonus
Amount” means the bonus that would have been awarded to the Senior Officer under
the terms and applicable requirements of the Senior Officer Incentive Program
for the year of termination, except for the requirement of active employment at
the time paid, taking into account the Senior Officer’s target bonus percentage,
actual base salary paid during the year of termination, and the attainment of
the performance goals for the fiscal year as determined by the Compensation
Committee of the Board of Directors.  For the avoidance of doubt,
actual base salary shall not include any additional payments made under this
Plan.

    


    9.3    “Cause” means (i) the
failure of the Senior Officer to perform substantially the Senior Officer's
duties with the Company (other than any such failure resulting from incapacity
due to physical or mental illness) or (ii) the willful engaging by the Senior
Officer in illegal conduct or gross misconduct that is materially and
demonstrably injurious to the Company.

     

    9.4    “Change of
Control" means Change of Control as defined in the Intermec, Inc. Change of
Control Severance Plan, effective January 7, 2009.

     

    
      9.5    “Company” means
Intermec, Inc. and/or Intermec Technologies Corporation.

    

    


    9.6    “Date of Termination”
means (i) if the Senior Officer's employment is terminated by the Company for
Cause, the date of receipt of a notice of termination or any later date
specified therein, (ii) if the Senior Officer's employment is terminated by the
Company other than for Cause or Disability, the date on which the Company
notifies the Senior Officer of such termination, or any later date specified
therein, and (iii) if the Senior Officer's employment is terminated by reason of
death or Disability, the date of death of the Senior Officer or the Disability
effective date, as the case may be.

    


    9.7    “Disability” means
the inability of the Senior Officer to perform the Senior Officer's duties with
the Company on a full-time basis for 180 consecutive business days as a result
of incapacity due to mental or physical illness that is determined to be total
and permanent by a physician selected by the Company or its insurers and
acceptable to the Senior Officer or the Senior Officer's legal
representative.

    


    9.8    “Fringe Benefit Plan”
means any plan, practice, program or policy maintained by the Company with
respect to fringe benefits.

    


    9.9    “Incentive
Compensation Plan” means incentive plans, practices, policies and programs
(including stock option or similar incentive plans) maintained by the Company,
including, without limitation, the Senior Officer Incentive
Program.

    


    9.10    “IRC” means the
Internal Revenue Code of 1986, as amended.

    


    9.11    “Officer” means and
includes any Vice President and above of Intermec, Inc. or any of its
subsidiaries.

    


    9.12    “Plan” means the
Fringe Benefit Plan, the Incentive Compensation Plan, the Retirement Plan, the
Savings Plan, and/or the Welfare Benefit Plan.

    


    9.13    “Restrictive
Covenants” has the meaning given it in Section 6(a).

    


    
       
9.14    “Retirement Plan”
means any qualified or nonqualified defined benefit retirement plan maintained
by the Company, including, but not limited to, the Intermec, Inc. Pension Plan,
the Intermec, Inc. Supplemental Executive Retirement Plan and the Intermec, Inc.
Restoration Plan.

    


    
      
        
        

      

      
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    9.15    “Savings Plan” means
any qualified or nonqualified savings plan, practice, program or policy
maintained by the Company, including, but not limited to, the Intermec, Inc.
Financial Security and Savings Program, the Intermec 401(k) Retirement Plan, and
the Intermec Deferred Compensation Plan.

    


    9.16    “Senior Officer”
means and includes (i) the Chief Executive Officer (“CEO”) of Intermec, Inc.,
(ii) any Officer who reports directly to the CEO (other than solely on an
interim basis), and (iii) any other Officer or employee who Intermec, Inc.
treats as a Section 16 reporting person under the Securities Exchange Act of
1934, as amended.

    


    9.17    "Senior Officer
Incentive Program” means the Intermec, Inc. Senior Officer Incentive Program
(effective for the Company’s 2010 fiscal year and thereafter) and any
predecessor or successor plan that provides for the grant of annual cash bonuses
or other short-term cash incentive awards.

    


    


    9.18    “Welfare Benefit
Plan” means any welfare benefit plan, practice, program or policy provided by
the Company to its employees, including, without limitation, medical,
prescription, dental, disability, salary continuance, employee life, group life,
accidental death and travel accident insurance plans.

    


    
      
        
        

      

      
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