Exhibit 10.1


 


Intermec, Inc.


2004 Long-Term Performance
Share Program


 


Agreement for the
Performance Period [      ] to [      ]


 


[beginning
2006 and later]


 


This Performance Share Unit Agreement (the “Agreement”) is made as of the      
day of           ,      ,
between Intermec, Inc., a Delaware corporation (the “Company”) and                               
(the “Participant”).


 


WHEREAS, the Intermec, Inc.
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


 


WHEREAS, the
Committee has adopted the 2004 Long-Term Performance Share Program (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,                 
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 “Awarded Shares”), as determined by the
achievement of the performance measures set forth in Article 3 of this
Agreement. The Awarded Shares 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 Awarded Shares.


 


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 12 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. Performance
Period


 


For all purposes of this Agreement, “Performance
Period” means January 1,              
through December 31,              .


 


Article 3. Achievement
of Performance Measures


 


The
number of Awarded Shares to be earned under this Agreement shall be based upon
the achievement of the following Performance Measures set by the
Committee: (a) [Performance Measure 1] and (b) [Performance
Measure 2], in accordance with the
following matrix:


 




	
   

  	
   

  	
  Performance
  Measure 2

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Performance Measure 1

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


The number of Awarded Shares earned for achievement above
50% but between the levels shown in the matrix will be calculated using
interpolation.


 


Article 4. Termination
Provisions


 


Except as provided below, a Participant shall be
eligible for payment of Awarded Shares, as determined in Section 3, only
if the Participant’s employment with the Company continues through the end of
the Performance Period.


 


In the event of a Participant’s Disability or Retirement
at age 65 or later during the Performance Period, a pro rata payment will be
made for the number of full months worked during the Performance Period, based
on achievement of the Performance Measures over the entire Performance Period. In
the case of death, payment shall be calculated and paid as provided in the
Program.


 


In the event of a Change of Control (as defined in the
Plan), all outstanding Awards will automatically vest and be paid out in cash
at the Target Award level or the actual performance level as of the Change of
Control, whichever is higher.


 


Article 5.
Rights as a Shareholder


 


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


 


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Article 6. Form and
Timing of Payment


 


Payment of Awarded Shares shall be made in the form of
shares of Common Stock within ninety (90) calendar days following the close of
the Performance Period.


 


Article 7.
Nontransferability


 


PSUs 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 Awarded Shares, 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 Awarded Shares that give
rise to the withholding requirement or shares of Common Stock already owned by
the Participant 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 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 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 Participant
shall be withheld from any such cash payment:


 


OPTION 1:


 


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


 


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OPTION 2:


 


o                        Tendering to the Company the number of
unrestricted shares of Common Stock owned by the Participant 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:


 


o                        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 Participant’s election shall
be deemed to be Option 1, and the Company shall proceed accordingly.


 


Article 10.
Miscellaneous


 


A.                                   Participant understands and acknowledges that
Participant is one of a limited number of employees of the Company and its
Subsidiaries and Affiliates who have been selected to receive grants of PSUs
and that Participant’s Award is considered Company confidential information. Participant
hereby covenants and agrees not to disclose the Award of PSUs pursuant to this
Agreement to any other person except (i) 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 Subsidiaries or Affiliates, 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 Subsidiaries and Affiliates 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 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 Participant.


 


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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.


 


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:

  	
   

  
	
   

  	
   

  	
  [Name]

  
	
   

  	
   

  	
  [Title]

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT:

  
	
   

  	
  (One of the boxes under Article 9 must be

  checked)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
  Address

  
	
   

  	
   

  
	
   

  	
  Social Security Number

  



 


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