ex10_1.htm


    
      
        

      

    

    Exhibit
10.1

     

    INTERMEC,
INC.

     

    2008
OMNIBUS INCENTIVE PLAN

     

    (As
Amended and Restated Effective July 9, 2008)

     

    


    SECTION
1.  PURPOSE

     

    The
purpose of the Intermec, Inc. 2008 Omnibus Incentive Plan is to attract, retain
and motivate employees, officers, directors, consultants, agents, advisors and
independent contractors of the Company and its Related Companies by providing
them with the opportunity to acquire a proprietary interest in the Company and
to align their interests and efforts to the long-term interests of the Company's
stockholders.

     

    SECTION
2.  DEFINITIONS

     

    Certain
capitalized terms used in the Plan have the meanings set forth in Appendix
A.

     

    SECTION
3.  ADMINISTRATION

     

    
      	
              3.1

            	
              Administration
      of the Plan

            


    

     

    The Plan
shall be administered by the Board or the Compensation Committee, which shall be
composed of two or more directors, each of whom shall qualify as a "non employee
director" within the meaning of Rule 16b-3(b)(3) promulgated under the Exchange
Act (or any successor definition adopted by the Securities and Exchange
Commission), an "outside director" within the meaning of Section 162(m), and an
"independent director" as defined under the New York Stock Exchange listing
standards.

     

    
      	
              3.2

            	
              Delegation

            


    

     

    Notwithstanding
the foregoing, the Board or the Compensation Committee may delegate
responsibility for administering the Plan, including with respect to designated
classes of Eligible Persons, to different committees consisting of one or more
members of the Board, subject to such limitations as the Board deems
appropriate, except with respect to Awards to Participants who are subject to
Section 16 of the Exchange Act or Awards to officers who are or may become
Covered Employees.  Members of any committee shall serve for such term
as the Board may determine, subject to removal by the Board at any
time.  To the extent consistent with applicable law, the Board or the
Compensation Committee may authorize one or more officers of the Company to
grant Awards to designated classes of Eligible Persons, within limits
specifically prescribed by the Board or the Compensation Committee; provided,
however, that no such officer shall have or obtain authority to grant Awards to
himself or herself or to any person subject to Section 16 of the Exchange
Act.  Further notwithstanding the foregoing, all discretionary (i.e., non-formulaic) Awards
to "non-employee directors" within the meaning of Rule 16b-3(b)(3) promulgated
under the Exchange Act (or any successor definition adopted by the Securities
and Exchange Commission) shall be granted or administered by a committee
comprised solely of "independent directors" as defined under the New York Stock
Exchange listing standards.  All references in the Plan to the
"Committee" shall be, as applicable, to the Board, the Compensation Committee or
any other committee or any officer to whom the Board or the Compensation
Committee has delegated authority to administer the Plan.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              3.3

            	
              Administration
      and Interpretation by Committee

            


    

     

    (a)           Except
for the terms and conditions explicitly set forth in the Plan and to the extent
permitted by applicable law, the Committee shall have full power and exclusive
authority, subject to such orders or resolutions not inconsistent with the
provisions of the Plan, to (i) select the Eligible Persons to whom Awards may
from time to time be granted under the Plan; (ii) determine the type or types of
Award to be granted to each Participant under the Plan; (iii) determine the
number of shares of Common Stock to be covered by each Award granted under the
Plan; (iv) determine the terms and conditions of any Award granted under the
Plan; (v) approve the forms of notice or agreement for use under the Plan; (vi)
determine whether, to what extent and under what circumstances Awards may be
settled in cash, shares of Common Stock or other property or canceled or
suspended; (vii) determine whether, to what extent and under what circumstances
cash, shares of Common Stock, other property and other amounts payable with
respect to an Award shall be deferred either automatically or at the election of
the Participant, subject to Section 409A and in accordance with Section 6.3 of
the Plan; (viii) interpret and administer the Plan and any instrument or
agreement entered into under the Plan; (ix) establish such rules and regulations
as it shall deem appropriate for the proper administration of the Plan,
including as described in Section 17.6 of the Plan; (x) delegate ministerial
duties to such of the Company's employees as it so determines; and (xi) make any
other determination and take any other action that the Committee deems necessary
or desirable for administration of the Plan.

     

    (b)           In
no event, however, shall the Board or the Committee have the right, without
stockholder approval, to (i) cancel or amend outstanding Options or SARs for the
purpose of repricing, replacing or regranting such Options or SARs with Options
or SARs that have a purchase or grant price that is less than the purchase or
grant price for the original Options or SARs except in connection with
adjustments provided in Section 14, or (ii) issue an Option or amend an
outstanding Option to provide for the grant or issuance of a new Option on
exercise of the original Option.

     

    (c)           The
effect on the vesting of an Award of a Company-approved leave of absence or a
Participant's reduction in hours of employment or service shall be determined by
the Company's chief human resources officer or other person performing that
function or, with respect to directors or executive officers subject to the
reporting requirements of Section 16(a) of the Exchange Act, by the Compensation
Committee, whose determination shall be final.


    
      
         


      

      
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    (d)           Decisions
of the Committee shall be final, conclusive and binding on all persons,
including the Company, any Participant, any stockholder and any Eligible
Person.  A majority of the members of the Committee may determine its
actions.

     

    SECTION
4.  SHARES SUBJECT TO THE PLAN

     

    
      	
              4.1

            	
              Authorized
      Number of Shares

            


    

     

    Subject
to adjustment from time to time as provided in Section 14.1, the aggregate
maximum  number of shares of Common Stock available for issuance under
the Plan shall be:

     

    (a)           3,650,000
shares; plus

     

    (b)           (i)
any authorized shares not issued or subject to outstanding awards under the
Company's 2004 Omnibus Incentive Compensation Plan, the 2002 Director Stock
Option and Fee Plan, the 2001 Stock Incentive Plan and the 1999 Stock Incentive
Plan (the "Prior Plans")
as of the Effective Date and (ii) any shares subject to outstanding awards under
the Prior Plans as of the Effective Date that subsequently cease to be subject
to such awards (other than by reason of exercise or settlement of the awards to
the extent they are exercised for or settled in vested and nonforfeitable
shares), up to an aggregate maximum of 4,764,363 shares.

     

    Shares
issued under the Plan shall be drawn from authorized and unissued shares or
shares now held or subsequently acquired by the Company as treasury
shares.

     

    
      	
              4.2

            	
              Share
      Usage

            


    

     

    (a)           Shares
of Common Stock covered by an Award shall not be counted as used unless and
until they are actually issued and delivered to a Participant.  If any
Award lapses, expires, terminates or is canceled prior to the issuance of shares
thereunder or if shares of Common Stock are issued under the Plan to a
Participant and thereafter are forfeited to or otherwise reacquired by the
Company, the shares subject to such Awards and the forfeited or reacquired
shares shall again be available for issuance under the Plan.  Any
shares of Common Stock (i) tendered by a Participant or retained by the Company
as full or partial payment to the Company for the purchase price of an Award or
to satisfy tax withholding obligations in connection with an Award, or (ii)
covered by an Award that is settled in cash, or in a manner such that some or
all of the shares of Common Stock covered by the Award are not issued, shall be
available for Awards under the Plan.  The number of shares of Common
Stock available for issuance under the Plan shall not be reduced to reflect any
dividends or dividend equivalents that are reinvested into additional shares of
Common Stock or credited as additional shares of Common Stock subject or paid
with respect to an Award.

     

    (b)           The
Committee shall also, without limitation, have the authority to grant Awards as
an alternative to or as the form of payment for grants or rights earned or due
under other compensation plans or arrangements of the Company.


    
      
         


      

      
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    (c)           Notwithstanding
anything in the Plan to the contrary, the Committee may grant Substitute Awards
under the Plan.  Substitute Awards shall not reduce the number of
shares authorized for issuance under the Plan.  In the event that an
Acquired Entity has shares available for awards or grants under one or more
preexisting plans not adopted in contemplation of such acquisition or
combination, then, to the extent determined by the Committee, the shares
available for grant pursuant to the terms of such preexisting plan (as adjusted,
to the extent appropriate, using the exchange ratio or other adjustment or
valuation ratio or formula used in such acquisition or combination to determine
the consideration payable to holders of common stock of the entities that are
parties to such acquisition or combination) may be used for Awards under the
Plan and shall not reduce the number of shares of Common Stock authorized for
issuance under the Plan; provided, however, that Awards using such available
shares shall not be made after the date awards or grants could have been made
under the terms of such preexisting plans, absent the acquisition or
combination, and shall only be made to individuals who were employees of the
Acquired Entity prior to such acquisition or combination.  In the
event that a written agreement between the Company and an Acquired Entity
pursuant to which a merger or consolidation is completed is approved by the
Board and that agreement sets forth the terms and conditions of the substitution
for or assumption of outstanding awards of the Acquired Entity, those terms and
conditions shall be deemed to be the action of the Committee without any further
action by the Committee, except as may be required for compliance with Rule
16b-3 under the Exchange Act, and the persons holding such awards shall be
deemed to be Participants.

     

    (d)           Notwithstanding
the other provisions in this Section 4.2, the maximum number of shares that may
be issued upon the exercise of Incentive Stock Options shall equal the aggregate
share number stated in Section 4.1, subject to adjustment as provided in Section
14.1.

     

    
      	
              4.3

            	
              Limitations

            


    

     

    Subject
to adjustment as provided in Section 14.1, the aggregate number of shares that
may be issued pursuant to Awards granted under the Plan (other than Awards of
Options or Stock Appreciation Rights) that contain no restrictions or
restrictions based solely on continuous employment or services over fewer than
three years (except in the event of Termination of Service) shall not exceed 10%
of the aggregate maximum number of shares specified in Section
4.1.  In addition, if and to the extent the Committee accelerates
vesting or exercisability of an Award or otherwise acts to waive or lapse any
restriction on an Award, other than in connection with a Participant's death,
Disability or Retirement or a Change of Control, the shares covered by such
Committee action shall similarly count towards the foregoing 10%
limitation.

     

    SECTION
5.  ELIGIBILITY

     

    An Award
may be granted to any employee, officer, director, consultant, agent, advisor or
independent contractor of the Company or a Related Company whom the Committee
from time to time selects.  The foregoing are "Eligible
Persons."


    
      
         


      

      
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    SECTION
6.  AWARDS

     

    
      	
              6.1

            	
              Form,
      Grant and Settlement of Awards

            


    

     

    The
Committee shall have the authority, in its sole discretion, to determine the
type or types of Awards to be granted under the Plan.  Such Awards may
be granted either alone or in addition to or in tandem with any other type of
Award.  Any Award settlement may be subject to such conditions,
restrictions and contingencies as the Committee shall determine.

     

    
      	
              6.2

            	
              Evidence
      of Awards

            


    

     

    Awards
granted under the Plan shall be evidenced by a written, including an electronic,
instrument that shall contain such terms, conditions, limitations and
restrictions as the Committee shall deem advisable and that are not inconsistent
with the Plan.

     

    
      	
              6.3

            	
              Deferrals

            


    

     

    The
Committee may permit or require a Participant to defer receipt of the payment of
any Award if and to the extent set forth in the instrument evidencing the Award
at the time of grant.  If any such deferral election is permitted or
required, the Committee, in its sole discretion, shall establish rules and
procedures for such payment deferrals, which may include the grant of additional
Awards or provisions for the payment or crediting of interest or dividend
equivalents, including converting such credits to deferred stock unit
equivalents; provided, however, that the terms of any deferrals under this
Section 6.3 shall comply with all applicable law, rules and regulations,
including, without limitation, Section 409A.

     

    
      	
              6.4

            	
              Dividends
      and Distributions

            


    

     

    Participants
holding Awards may, if the Committee so determines, be credited with dividends
paid with respect to the underlying shares or dividend equivalents while the
Awards are so held in a manner determined by the Committee in its sole
discretion.   The Committee may apply any restrictions to the
dividends or dividend equivalents that the Committee deems
appropriate.  The Committee, in its sole discretion, may determine the
form of payment of dividends or dividend equivalents, including cash, shares of
Common Stock, Restricted Stock or Stock Units.  Notwithstanding the
foregoing, the right to any dividends or dividend equivalents declared and paid
on the number of shares underlying an Option or Stock Appreciation Right may not
be contingent, directly or indirectly, on the exercise of the Option or a Stock
Appreciation Right, and an Award providing a right to dividends or dividend
equivalents declared and paid on the number of shares underlying an Option or a
Stock Appreciation Right, the payment of which is not contingent upon, or
otherwise payable on, the exercise of the Option or a Stock Appreciation Right,
must comply with or qualify for an exemption under Section
409A.


    
      
         


      

      
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    SECTION
7.  OPTIONS

     

    
      	
              7.1

            	
              Grant
      of Options

            


    

     

    The
Committee may grant Options designated as Incentive Stock Options or
Nonqualified Stock Options.

     

    
      	
              7.2

            	
              Option
      Exercise Price

            


    

     

    The
exercise price for shares purchased under an Option shall be at least 100% of
the Fair Market Value of the Common Stock on the Grant Date, except in the case
of Substitute Awards.

     

    
      	
              7.3

            	
              Term
      of Options

            


    

     

    Subject
to earlier termination in accordance with the terms of the Plan and the
instrument evidencing the Option, the maximum term of an Option shall be ten
years from the Grant Date.

     

    
      	
              7.4

            	
              Exercise
      of Options

            


    

     

    The
Committee shall establish and set forth in each instrument that evidences an
Option the time at which, or the installments in which, the Option shall vest
and become exercisable, any of which provisions may be waived or modified by the
Committee at any time.

     

    To the
extent an Option has vested and become exercisable, the Option may be exercised
in whole or from time to time in part by delivery, as directed by the Company,
to the Company or a brokerage firm designated or approved by the Company of a
properly executed stock option exercise agreement or notice, in a form and in
accordance with procedures established by the Company, setting forth the number
of shares with respect to which the Option is being exercised, the restrictions
imposed on the shares purchased under such exercise agreement or notice, if any,
and such representations and agreements as may be required by the Committee,
accompanied by payment in full as described in Sections 7.5 and
12.  An Option may be exercised only for whole shares and may not be
exercised for less than a reasonable number of shares at any one time, as
determined by the Committee.

     

    
      	
              7.5

            	
              Payment
      of Exercise Price

            


    

     

    The
exercise price for shares purchased under an Option shall be paid in full, as
directed by the Company, to the Company or a brokerage firm designated or
approved by the Company by delivery of consideration equal to the product of the
Option exercise price and the number of shares purchased.  Such
consideration must be paid before the Company will issue the shares being
purchased and must be in a form or a combination of forms acceptable to the
Committee for that purchase, which forms may include:

     

    (a)           cash;


    
      
         


      

      
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    (b)           check
or wire transfer;

     

    (c)           having
the Company withhold shares of Common Stock that would otherwise be issued on
exercise of the Option that have an aggregate Fair Market Value equal to the
aggregate exercise price of the shares being purchased under the
Option;

     

    (d)           tendering
(either actually or, so long as the Common Stock is registered under Section
12(b) or 12(g) of the Exchange Act, by attestation) shares of Common Stock owned
by the Participant that have an aggregate Fair Market Value equal to the
aggregate exercise price of the shares being purchased under the
Option;

     

    (e)           so
long as the Common Stock is registered under Section 12(b) or 12(g) of the
Exchange Act, and to the extent permitted by law, delivery of a properly
executed exercise agreement or notice, together with irrevocable instructions to
a brokerage firm designated or approved by the Company to deliver promptly to
the Company the aggregate amount of  proceeds to pay the Option
exercise price and any withholding tax obligations that may arise in connection
with the exercise, all in accordance with the regulations of the Federal Reserve
Board (i.e., a
"cashless" exercise); or

     

    (f)           such
other consideration as the Committee may permit.

     

    
      	
              7.6

            	
              Effect
      of Termination of Service

            


    

     

    The
Committee shall establish and set forth in each instrument that evidences an
Option whether the Option shall continue to be exercisable, and the terms and
conditions of such exercise, after a Termination of Service, any of which
provisions may be waived or modified by the Committee at any time, provided that
any such waiver or modification shall satisfy the requirements for exemption
under Section 409A.

     

    If the
exercise of the Option following a Participant's Termination of Service, but
while the Option is otherwise exercisable, would be prohibited solely because
the issuance of Common Stock would violate either the registration requirements
under the Securities Act or the Company's insider trading policy, then the
Option shall remain exercisable until the earlier of (a) the Option Expiration
Date and (b) the expiration of a period of three months (or such other period of
time as determined by the Committee in its sole discretion) after the
Participant's Termination of Service during which the exercise of the Option
would not be in violation of the Securities Act or the Company's insider trading
policy requirements.

     

    
      	
              7.7

            	
              Incentive
      Stock Option Limitations

            


    

     

    Notwithstanding
any other provisions of the Plan, the terms and conditions of any Incentive
Stock Options shall in addition comply in all respects with Section 422 of the
Code, or any successor provision, and any applicable regulations
thereunder.  Individuals who are not employees of the Company or one
of its parent or subsidiary corporations (as such terms are defined for purposes
of Section 422 of the Code) may not be granted Incentive Stock
Options.  To the extent the aggregate Fair Market Value of Common
Stock with respect to which Incentive Stock Options are exercisable for the
first time by a Participant during any calendar year exceeds $100,000 (or, if
different, the maximum limitation in effect at the time of grant under the
Code), such portion in excess of $100,000 shall be treated as a Nonqualified
Stock Option.  If any Participant shall make any disposition of shares
of Common Stock issued pursuant to the exercise of an Incentive Stock Option
under the circumstances described in Section 421(b) of the Code (relating to
certain disqualifying dispositions), such Participant shall notify the Company
of such disposition within ten days thereof.


    
      
         


      

      
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    SECTION
8.  STOCK APPRECIATION RIGHTS

     

    
      	
              8.1

            	
              Grant
      of Stock Appreciation Rights

            


    

     

    The
Committee may grant Stock Appreciation Rights to Participants at any time on
such terms and conditions as the Committee shall determine in its sole
discretion.  An SAR may be granted in tandem with an Option or alone
("freestanding").  The grant price of a tandem SAR shall be equal to
the exercise price of the related Option.  The grant price of a
freestanding SAR shall be established in accordance with procedures for Options
set forth in Section 7.2.  An SAR may be exercised upon such terms and
conditions and for the term as the Committee determines in its sole discretion;
provided, however, that, subject to earlier termination in accordance with the
terms of the Plan and the instrument evidencing the SAR, the maximum term of a
freestanding SAR shall be ten years, and in the case of a tandem SAR, (a) the
term shall not exceed the term of the related Option and (b) the tandem SAR may
be exercised for all or part of the shares subject to the related Option upon
the surrender of the right to exercise the equivalent portion of the related
Option, except that the tandem SAR may be exercised only with respect to the
shares for which its related Option is then exercisable.

     

    
      	
              8.2

            	
              Payment
      of SAR Amount

            


    

     

    Upon the
exercise of an SAR, a Participant shall be entitled to receive payment in an
amount determined by multiplying:  (a) the difference between the Fair
Market Value of the Common Stock on the date of exercise over the grant price of
the SAR by (b) the number of shares with respect to which the SAR is
exercised.  At the discretion of the Committee as set forth in the
instrument evidencing the Award, the payment upon exercise of an SAR may be in
cash, in shares, in some combination thereof or in any other manner approved by
the Committee in its sole discretion.

     

    
      	
              8.3

            	
              Post-Termination
      Exercise

            


    

     

    The
Committee shall establish and set forth in each instrument that evidences a
freestanding SAR whether the SAR shall continue to be exercisable, and the terms
and conditions of such exercise, after a Termination of Service, any of which
provisions may be waived or modified by the Committee at any time, provided that
any such waiver or modification shall satisfy the requirements under Section
409A.

     

    
      
        
        

      

      
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    SECTION
9.  STOCK AWARDS, RESTRICTED STOCK AND STOCK UNITS

     

    
      	
              9.1

            	
              Grant
      of Stock Awards, Restricted Stock and Stock
  Units

            


    

     

    The
Committee may grant Stock Awards, Restricted Stock and Stock Units on such terms
and conditions and subject to such repurchase or forfeiture restrictions, if
any, which may be based on continuous service with the Company or a Related
Company or the achievement of any performance goals, as the Committee shall
determine in its sole discretion, which terms, conditions and restrictions shall
be set forth in the instrument evidencing the Award.  Notwithstanding
the foregoing, any Stock Awards, Restricted Stock and Stock Units subject to
performance goals shall have a performance period of at least one
year.

     

    
      	
              9.2

            	
              Issuance
      of Shares

            


    

     

    Upon the
satisfaction of any terms, conditions and restrictions prescribed with respect
to Restricted Stock or Stock Units, or upon a Participant's release from any
terms, conditions and restrictions of Restricted Stock or Stock Units, as
determined by the Committee, and subject to the provisions of Section 12, (a)
the shares of Restricted Stock covered by each Award of Restricted Stock shall
become freely transferable by the Participant, and (b) Stock Units shall be paid
in shares of Common Stock or, if set forth in the instrument evidencing the
Awards, in cash or a combination of cash and shares of Common
Stock.  Any fractional shares subject to such Awards shall be paid to
the Participant in cash.

     

    SECTION
10.  PERFORMANCE AWARDS

     

    
      	
              10.1

            	
              Performance
      Shares

            


    

     

    The
Committee may grant Awards of Performance Shares, designate the Participants to
whom Performance Shares are to be awarded and determine the number of
Performance Shares and the terms and conditions of each such
Award.  Performance Shares shall consist of a unit valued by reference
to a designated number of shares of Common Stock, the value of which may be paid
to the Participant by delivery of shares of Common Stock or, if set forth in the
instrument evidencing the Award, of such property as the Committee shall
determine, including, without limitation, cash, shares of Common Stock, other
property, or any combination thereof, upon the attainment of performance goals,
as established by the Committee, and other terms and conditions specified by the
Committee.  Performance Shares shall have a performance period of at
least one year.

     

    Subject
to Section 15 and Section 17.5, the amount to be paid under an Award of
Performance Shares may be adjusted on the basis of such further consideration as
the Committee shall determine in its sole discretion.


    
      
         


      

      
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              10.2

            	
              Performance
      Units

            


    

     

    The
Committee may grant Awards of Performance Units, designate the Participants to
whom Performance Units are to be awarded and determine the number of Performance
Units and the terms and conditions of each such Award.  Performance
Units shall consist of a unit valued by reference to a designated amount of
property other than shares of Common Stock, which value may be paid to the
Participant by delivery of such property as the Committee shall determine,
including, without limitation, cash, shares of Common Stock, other property, or
any combination thereof, upon the attainment of performance goals, as
established by the Committee, and other terms and conditions specified by the
Committee.  Performance Units shall have a performance period of at
least one year.

     

    Subject
to Section 15 and Section 17.5, the amount to be paid under an Award of
Performance Units may be adjusted on the basis of such further consideration as
the Committee shall determine in its sole discretion.

     

    SECTION
11.  OTHER STOCK OR CASH-BASED AWARDS

     

    Subject
to the terms of the Plan and such other terms and conditions as the Committee
deems appropriate, the Committee may grant other incentives payable in cash or
in shares of Common Stock under the Plan.

     

    SECTION
12.  WITHHOLDING

     

    The
Company may require the Participant to pay to the Company the amount of (a) any
taxes that the Company is required by applicable federal, state, local or
foreign law to withhold with respect to the grant, vesting or exercise of an
Award ("tax
withholding obligations") and (b) any amounts due from the Participant to
the Company or to any Related Company ("other
obligations") to the extent such amounts are not "deferred compensation"
within the meaning of Section 409A.  The Company shall not be required
to issue any shares of Common Stock or otherwise settle an Award under the Plan
until such tax withholding obligations and other obligations are
satisfied.

     

    The
Committee may permit or require a Participant to satisfy all or part of the
Participant's tax withholding obligations and other obligations by (a) paying
cash to the Company, (b) having the Company withhold an amount from any cash
amounts otherwise due or to become due from the Company to the Participant, (c)
having the Company withhold a number of shares of Common Stock that would
otherwise be issued to the Participant (or become vested, in the case of
Restricted Stock) having a Fair Market Value equal to the tax withholding
obligations and other obligations, or (d) surrendering a number of shares of
Common Stock the Participant already owns having a value equal to the tax
withholding obligations and other obligations.  To the extent required
to avoid adverse financial accounting consequences to the Company, the value of
the shares so withheld or tendered may not exceed the employer's minimum
required tax withholding rate.


    
      
         


      

      
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    SECTION
13.  ASSIGNABILITY

     

    No Award
or interest in an Award may be sold, assigned, pledged (as collateral for a loan
or as security for the performance of an obligation or for any other purpose) or
transferred by a Participant or made subject to attachment or similar
proceedings otherwise than by will or by the applicable laws of descent and
distribution, except to the extent permitted by the Company, the Participant may
designate one or more beneficiaries on a Company-approved form who may exercise
the Award or receive payment under the Award after the Participant's
death.  During a Participant's lifetime, an Award may be exercised
only by the Participant.  Notwithstanding the foregoing and to the
extent permitted by Section 422 of the Code, the Committee, in its sole
discretion, may permit a Participant to assign or transfer an Award subject to
such terms and conditions as the Committee shall specify.

     

    SECTION
14.  ADJUSTMENTS

     

    
      	
              14.1

            	
              Adjustment
      of Shares

            


    

     

    In the
event, at any time or from time to time, a stock dividend, stock split,
spin-off, combination or exchange of shares, recapitalization, merger,
consolidation, distribution to stockholders other than a normal cash dividend,
or other change in the Company's corporate or capital structure results in (a)
the outstanding shares of Common Stock, or any securities exchanged therefor or
received in their place, being exchanged for a different number or kind of
securities of the Company or (b) new, different or additional securities of the
Company or any other company being received by the holders of shares of Common
Stock, then the Committee shall make proportional adjustments in (i) the maximum
number and kind of securities available for issuance under the Plan; (ii) the
maximum number and kind of securities issuable as Incentive Stock Options as set
forth in Section 4.2; (iii) the maximum number and kind of securities set forth
in Section 15.4; and (iv) the number and kind of securities that are subject to
any outstanding Award and the per share price of such securities, without any
change in the aggregate price to be paid therefor.  The determination
by the Committee, as to the terms of any of the foregoing adjustments shall be
conclusive and binding.

     

    Notwithstanding
the foregoing, the issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash or property,
or for labor or services rendered, either upon direct sale or upon the exercise
of rights or warrants to subscribe therefor, or upon conversion of shares or
obligations of the Company convertible into such shares or other securities,
shall not affect, and no adjustment by reason thereof shall be made with respect
to, outstanding Awards.  Also notwithstanding the foregoing, a Change
of Control shall not be governed by this Section 14.1 but shall be governed by
Section 14.2.

     

    
      	
              14.2

            	
              Change
      of Control

            


    

     

    Notwithstanding
any other provision of the Plan to the contrary, unless the Committee shall
determine otherwise in the instrument evidencing the Award or in a written
employment, services or other agreement between the Participant and the Company
or a Related Company, in the event of a Change of Control:


    
      
         


      

      
        - 11
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    (a)           All
outstanding Awards, other than Awards identified in Section 14.2(b), shall
become fully and immediately vested and exercisable, and all applicable deferral
and restriction limitations or forfeiture provisions shall lapse, immediately
prior to the Change of Control and shall terminate at the effective time of the
Change of Control, and any such Awards constituting "deferred compensation"
within the meaning of Section 409A shall be paid within 60 days following the
effective date of the Change of Control; provided, however, that with respect to
a Change of Control that is a Business Combination, such Awards, other than
Awards constituting "deferred compensation" within the meaning of Section 409A,
shall become fully and immediately vested and exercisable, and all applicable
deferral and restriction limitations or forfeiture provisions shall lapse, only
if and to the extent such Awards are not converted, assumed or replaced by the
Successor Company.

     

    For the
purposes of this Section 14.2(a), an Award shall be considered converted,
assumed or replaced by the Successor Company if following the Business
Combination the option or right confers the right to purchase or receive, for
each share of Common Stock subject to the Award immediately prior to the
Business Combination, the consideration (whether stock, cash or other securities
or property) received in the Business Combination by holders of Common Stock for
each share held on the effective date of the transaction (and if holders were
offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding shares); provided, however, that if
such consideration received in the Business Combination is not solely common
stock of the Successor Company, the Committee may, with the consent of the
Successor Company, provide for the consideration to be received upon the
exercise of the Option, for each share of Common Stock subject thereto, to be
solely common stock of the Successor Company substantially equal in fair market
value to the per share consideration received by holders of Common Stock in the
Business Combination.  The determination of such substantial equality
of value of consideration shall be made by the Committee, and its determination
shall be conclusive and binding.

     

    (b)           The
target payout opportunities attainable under all outstanding Stock Awards and
Stock Units with restrictions based on performance criteria, Performance Shares,
and Performance Units shall be deemed to have been fully earned based on
targeted performance being attained as of the effective date of the Change of
Control, and such Awards shall be paid within 60 days following the effective
date of the Change of Control.

     

    (c)           Notwithstanding
the foregoing, the Committee, in its sole discretion, may instead provide in the
event of a Change of Control that is a Business Combination that a Participant's
outstanding Awards shall terminate upon or immediately prior to such Business
Combination and that such Participant shall receive, in exchange therefor, a
cash payment  equal to the amount (if any) by which (x) the value of
the per share consideration received by holders of Common Stock in the Business
Combination, or, in the event the Business Combination does not result in direct
receipt of consideration by holders of Common Stock, the value of the deemed per
share consideration received, in each case as determined by the Committee in its
sole discretion, multiplied by the number of shares of Common Stock subject to
such outstanding Awards (to the extent then vested and exercisable or whether or
not then vested and exercisable, as determined by the Committee in its sole
discretion) exceeds (y) if applicable, the respective aggregate exercise price
or grant price for such Awards.


    
      
         


      

      
        - 12
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              14.3

            	
              Further
      Adjustment of Awards

            


    

     

    Subject
to Section 14.2, the Committee shall have the discretion, exercisable at any
time before a sale, merger, consolidation, reorganization, liquidation,
dissolution or change of control of the Company, as defined by the Committee, to
take such further action as it determines to be necessary or advisable with
respect to Awards.  Such authorized action may include (but shall not
be limited to) establishing, amending or waiving the type, terms, conditions or
duration of, or restrictions on, Awards so as to provide for earlier, later,
extended or additional time for exercise, lifting restrictions and other
modifications, and the Committee may take such actions with respect to all
Participants, to certain categories of Participants or only to individual
Participants.  The Committee may take such action before or after
granting Awards to which the action relates and before or after any public
announcement with respect to such sale, merger, consolidation, reorganization,
liquidation, dissolution or change of control that is the reason for such
action.

     

    
      	
              14.4

            	
              No
      Limitations

            


    

     

    The grant
of Awards shall in no way affect the Company's right to adjust, reclassify,
reorganize or otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets.

     

    
      	
              14.5

            	
              Fractional
      Shares

            


    

     

    In the
event of any adjustment in the number of shares covered by any Award, each such
Award shall cover only the number of full shares resulting from such
adjustment.

     

    
      	
              14.6

            	
              Section
      409A

            


    

     

    Notwithstanding
anything in this Plan to the contrary, (a) any adjustments made pursuant to this
Section 14 to Awards that are considered "deferred compensation" within the
meaning of Section 409A shall be made in compliance with the requirements of
Section 409A and (b) any adjustments made pursuant to this Section 14 to Awards
that are not considered "deferred compensation" subject to Section 409A shall be
made in such a manner as to ensure that after such adjustment the Awards either
(i) continue not to be subject to Section 409A or (ii) comply with the
requirements of Section 409A.


    
      
         


      

      
        - 13
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    SECTION
15. SECTION 162(m) PROVISIONS

     

    
      	
              15.1

            	
              Terms
      of Section 162(m) Awards Generally

            


    

     

    Notwithstanding
any other provision of the Plan, the Compensation Committee may, at the time of
grant of an Award (other than an Option or Stock Appreciation Right) to a
Participant who is then a Covered Employee or is likely to be a Covered Employee
as of the end of the tax year in which the Company would claim a tax deduction
in connection with such Award, specify that all or any portion of such Award is
intended to satisfy the requirements for performance-based compensation under
Section 162(m).  With respect to each such Award, the Compensation
Committee shall establish, in writing, that the vesting and/or payment pursuant
to the Award shall be conditioned on the attainment for the specified
Performance Period of specified performance targets related to designated
performance goals for such period selected by the Compensation Committee from
among the Performance Criteria specified in Section 15.2.  Such
performance goals shall be set by the Compensation Committee within the time
period prescribed by, and shall otherwise comply with the requirements of,
Section 162(m), or any successor provision thereto, and the regulations
thereunder.

     

    
      	
              15.2

            	
              Performance
      Criteria

            


    

     

    If an
Award is subject to this Section 15, then the lapsing of restrictions thereon
and the distribution of cash, shares of Common Stock or other property pursuant
thereto, as applicable, shall be subject to the achievement of one or more
objective performance goals established by the Committee, which shall be based
on the attainment of specified levels of one of or any combination of the
following "performance criteria" for the Company as a whole or any business unit
of the Company, as reported or calculated by the Company:  net
earnings or net income (before or after taxes); earnings per share (basic or
fully diluted); net sales growth or bookings growth; revenues; operating profit
or income (including or excluding depreciation, amortization, extraordinary
items, restructuring charges or other expenses); return measures (including, but
not limited to, return on assets, capital, net capital utilized, equity or
sales); working capital; cash flow (including, but not limited to, operating
cash flow, free cash flow or cash flow return on capital); earnings before or
after taxes, interest, depreciation and/or amortization; gross or operating
profit; cost control; strategic initiatives; market share; improvements in
capital structure; productivity ratios; share price (including, but not limited
to, growth measures and total stockholder return); expense targets; margins;
operating efficiency or margins; capital efficiency; strategic targets; economic
profit; employee or customer satisfaction, services performance, subscriber,
cash management or asset management metrics; working capital targets; cash value
added ("CVA"); or market or economic value added ("EVA") (together, the "Performance
Criteria").

     

    Such
performance goals also may be based on the achievement of specified levels of
Company performance (or performance of an applicable affiliate or business unit
of the Company) under one or more of the Performance Criteria described above
relative to the performance of other corporations.  The Compensation
Committee may provide in any such Award that any evaluation of performance may
include or exclude any of the following events that occurs during a Performance
Period:  (a) asset write-downs, (b) litigation or claim judgments or
settlements, (c) the effect of changes in tax laws, accounting principles, or
other laws or provisions affecting reported results, (d) any reorganization and
restructuring programs, (e) extraordinary nonrecurring items as described in
Accounting Principles Board Opinion No. 30 and/or in Management’s Discussion and
Analysis of Financial Condition and Results of Operations appearing in the
Company’s annual report to stockholders for the applicable year, (f)
acquisitions or divestitures, (g) foreign exchange gains and losses, and (h)
gains and losses on asset sales.  To the extent such inclusions or
exclusions affect Awards to Covered Employees, they shall be prescribed in a
form that satisfies the requirements for "performance-based compensation" within
the meaning of Section 162(m), or any successor provision
thereto.


    
      
         


      

      
        - 14
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              15.3

            	
              Compensation
      Committee Certification and
Authority

            


    

     

    After the
completion of each Performance Period, the Compensation Committee shall certify
the extent to which any Performance Criteria has been satisfied, and the amount
payable as a result thereof, prior to payment, settlement or vesting of any
Award subject to this Section 15.  Notwithstanding any provision of
the Plan other than Section 14, with respect to any Award that is subject to
this Section 15, the Compensation Committee may adjust downward, but not upward,
the amount payable pursuant to such Award, and the Compensation Committee may
not waive the achievement of the applicable performance goals except in the case
of the death or Disability of the Covered Employee.

     

    The
Compensation Committee shall have the power to impose such other restrictions on
Awards subject to this Section 15 as it may deem necessary or appropriate to
ensure that such Awards satisfy all requirements for "performance-based"
compensation with the meaning of Section 162(m).

     

    
      	
              15.4

            	
              Maximum
      Awards

            


    

     

    Subject
to adjustment from time to time as provided in Section 14.1, no Covered Employee
may be granted Awards other than Performance Units subject to this Section 15 in
any thirty-six month period with respect to more than 2,250,000 shares of Common
Stock for such Award, and the maximum dollar value payable with respect to
Performance Units or other awards payable in cash subject to this Section 15
granted to any Covered Employee in any one calendar year is
$5,000,000.

     

    The
Committee shall have the power to impose such other restrictions on Awards
subject to this Section 15 as it may deem necessary or appropriate to ensure
that such Awards satisfy all requirements for "performance-based compensation"
within the meaning of Section 162(m), or any successor provision
thereto.

     

    SECTION
16.  AMENDMENT AND TERMINATION

     

    
      	
              16.1

            	
              Amendment,
      Suspension or Termination

            


    

     

    The Board
or the Compensation Committee may amend, suspend or terminate the Plan or any
portion of the Plan at any time and in such respects as it shall deem advisable;
provided, however, that, to the extent required by applicable law, regulation or
stock exchange rule, stockholder approval shall be required for any amendment to
the Plan; and provided, further, that any amendment that requires stockholder
approval may be made only by the Board.  Subject to Section 16.3, the
Committee may amend the terms of any outstanding Award, prospectively or
retroactively.


    
      
         


      

      
        - 15
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              16.2

            	
              Term
      of the Plan

            


    

     

    Unless
sooner terminated as provided herein, the Plan shall terminate ten years from
the Effective Date.  After the Plan is terminated, no future Awards
may be granted, but Awards previously granted shall remain outstanding in
accordance with their applicable terms and conditions and the Plan's terms and
conditions.  Notwithstanding the foregoing, no Incentive Stock Options
may be granted more than ten years after the earlier of (a) adoption of the Plan
by the Board and (b) the Effective Date.

     

    
      	
              16.3

            	
              Consent
      of Participant

            


    

     

    The
amendment, suspension or termination of the Plan or a portion thereof or the
amendment of an outstanding Award shall not, without the Participant's consent,
materially adversely affect any rights under any Award theretofore granted to
the Participant under the Plan.  Any change or adjustment to an
outstanding Incentive Stock Option shall not, without the consent of the
Participant, be made in a manner so as to constitute a "modification" that would
cause such Incentive Stock Option to fail to continue to qualify as an Incentive
Stock Option.  Notwithstanding the foregoing, any adjustments made
pursuant to Section 14 shall not be subject to these restrictions.

     

    SECTION
17.  GENERAL

     

    
      	
              17.1

            	
              No
      Individual Rights

            


    

     

    No
individual or Participant shall have any claim to be granted any Award under the
Plan, and the Company has no obligation for uniformity of treatment of
Participants under the Plan.

     

    Furthermore,
nothing in the Plan or any Award granted under the Plan shall be deemed to
constitute an employment contract or confer or be deemed to confer on any
Participant any right to continue in the employ of, or to continue any other
relationship with, the Company or any Related Company or limit in any way the
right of the Company or any Related Company to terminate a Participant's
employment or other relationship at any time, with or without
cause.

     

    
      	
              17.2

            	
              Issuance
      of Shares

            


    

     

    Notwithstanding
any other provision of the Plan, the Company shall have no obligation to issue
or deliver any shares of Common Stock under the Plan or make any other
distribution of benefits under the Plan unless, in the opinion of the Company's
counsel, such issuance, delivery or distribution would comply with all
applicable laws (including, without limitation, the requirements of the
Securities Act or the laws of any state or foreign jurisdiction) and the
applicable requirements of any securities exchange or similar
entity.


    
      
         


      

      
        - 16
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    The
Company shall be under no obligation to any Participant to register for offering
or resale or to qualify for exemption under the Securities Act, or to register
or qualify under the laws of any state or foreign jurisdiction, any shares of
Common Stock, security or interest in a security paid or issued under, or
created by, the Plan, or to continue in effect any such registrations or
qualifications if made.

     

    To the
extent the Plan or any instrument evidencing an Award provides for issuance of
stock certificates to reflect the issuance of shares of Common Stock, the
issuance may be effected on a noncertificated basis, to the extent not
prohibited by applicable law or the applicable rules of any stock
exchange.

     

    
      	
              17.3

            	
              Indemnification

            


    

     

    Each
person who is or shall have been a member of the Board, or a committee appointed
by the Board, or an officer of the Company to whom authority was delegated in
accordance with Section 3 of the Plan, shall be indemnified and held harmless by
the Company against and from any loss, cost, liability or expense that may be
imposed upon or reasonably incurred by such person in connection with or
resulting from any claim, action, suit or proceeding to which such person may be
a party or in which such person may be involved by reason of any action taken or
failure to act under the Plan and against and from any and all amounts paid by
such person in settlement thereof, with the Company's approval, or paid by such
person in satisfaction of any judgment in any such claim, action, suit or
proceeding against such person; provided, however, that such person shall give
the Company an opportunity, at its own expense, to handle and defend the same
before such person undertakes to handle and defend it on such person's own
behalf, unless such loss, cost, liability or expense is a result of such
person's own willful misconduct or except as expressly provided by
statute.

     

    The
foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such person may be entitled under the Company's
Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or of
any power that the Company may have to indemnify or hold harmless.

     

    
      	
              17.4

            	
              No
      Rights as a Stockholder

            


    

     

    Unless
otherwise provided by the Committee or in the instrument evidencing the Award or
in a written employment, services or other agreement, no Award, other than a
Stock Award, shall entitle the Participant to any cash dividend, voting or other
right of a stockholder unless and until the date of issuance under the Plan of
the shares that are the subject of such Award.


    
      
         


      

      
        - 17
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              17.5

            	
              Compliance
      with Laws and Regulations

            


    

     

    (a)           In
interpreting and applying the provisions of the Plan, any Option granted as an
Incentive Stock Option pursuant to the Plan shall, to the extent permitted by
law, be construed as an "incentive stock option" within the meaning of Section
422 of the Code, although the Company makes no representations that Options
granted as Incentive Stock Options will maintain such
qualification.

     

    (b)           Notwithstanding
anything contained in the Plan to the contrary, the Company intends that any and
all Awards and compensation payable under the Plan shall satisfy the
requirements for exemption from, or compliance with, Section 409A and that all
terms and provisions shall be interpreted to satisfy such
requirements.  If the Committee determines that an Award, payment,
distribution, deferral election, transaction or any other action or arrangement
contemplated by the provisions of the Plan would, if undertaken, cause a
Participant to become subject to Section 409A, the Committee, 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 the Plan and any Award
granted under the Plan so that the Award qualifies for exemption from or
compliance with Section 409A.  Awards not deferred under Section 6.3
and not otherwise exempt from the requirements of Section 409A are intended to
qualify for the short-term deferral exemption to Section 409A, and payment shall
be made as soon as administratively feasible after the Award became vested, but
in no event shall such payment be made later than 21⁄2 months after the end of the
calendar year in which the Award becomes vested unless otherwise permitted under
the exemption provisions of Section 409A.

     

    Furthermore,
any payment or distribution that is to be made under the Plan (or pursuant to an
Award under the Plan) to a Participant who is a "specified employee" of the
Company within the meaning of that term under Section 409A and as determined by
the Committee, on account of  a "separation from service" within the
meaning of that term under Section 409A, may not be made before the date which
is six months after the date of such "separation from service," unless the
payment or distribution is exempt from the application of Section 409A of the
Code by reason of the short-term deferral exemption or otherwise.

     

    Notwithstanding
any other provision in the Plan, the Committee makes no representations that
Awards granted under the Plan shall be exempt from, or comply with, Section 409A
and makes no undertaking to preclude  Section 409A from applying to
Awards granted under the Plan.

     

    
      	
              17.6

            	
              Participants
      in Other Countries or Jurisdictions

            


    

     

    Without
amending the Plan, the Committee shall have the authority to adopt, amend or
rescind such modifications, procedures or subplans under the Plan as may be
necessary or desirable to comply with provisions of the laws or regulations of
other countries or jurisdictions in which the Company or any Related Company may
operate or where Participants may reside.


    
      
         


      

      
        - 18
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              17.7

            	
              No
      Trust or Fund

            


    

     

    The Plan
is intended to constitute an "unfunded" plan.  Nothing contained
herein shall require the Company to segregate any monies or other property, or
shares of Common Stock, or to create any trusts, or to make any special deposits
for any immediate or deferred amounts payable to any Participant, and no
Participant shall have any rights that are greater than those of a general
unsecured creditor of the Company.

     

    
      	
              17.8

            	
              Successors

            


    

     

    All
obligations of the Company under the Plan with respect to Awards shall be
binding on any successor to the Company, whether the existence of such successor
is the result of a direct or indirect purchase, merger, consolidation, or
otherwise, of all or substantially all the business and/or assets of the
Company.

     

    
      	
              17.9

            	
              Severability

            


    

     

    If any
provision of the Plan or any Award is determined to be invalid, illegal or
unenforceable in any jurisdiction, or as to any person, or would disqualify the
Plan or any Award under any law deemed applicable by the Committee, such
provision shall be construed or deemed amended to conform to applicable laws,
or, if it cannot be so construed or deemed amended without, in the Committee's
determination, materially altering the intent of the Plan or the Award, such
provision shall be stricken as to such jurisdiction, person or Award, and the
remainder of the Plan and any such Award shall remain in full force and
effect.

     

    
      	
              17.10

            	
              Choice
      of Law and Venue

            


    

     

    The Plan,
all Awards granted thereunder and all determinations made and actions taken
pursuant hereto, to the extent not otherwise governed by the laws of the United
States, shall be governed by the laws of the State of Washington without giving
effect to principles of conflicts of law.  Participants irrevocably
consent to the nonexclusive jurisdiction and venue of the state and federal
courts located in the State of Washington.

     

    SECTION
18.  EFFECTIVE DATE

     

    The
effective date (the "Effective
Date") is the date on which the Plan is approved by the stockholders of
the Company.  If the stockholders of the Company do not approve the
Plan within 12 months after the Board's adoption of the Plan, any Incentive
Stock Options granted under the Plan will be treated as Nonqualified Stock
Options.


    
      
         


      

      
        - 19
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    Appendix
A to 2008 Omnibus Incentive Plan

     

    Definitions

     

    As used
in the Plan,

     

    "Acquired Entity" means any
entity acquired by the Company or a Related Company or with which the Company or
a Related Company merges or combines.

     

    "Award" means any Option,
Stock Appreciation Right, Stock Award, Restricted Stock, Stock Unit, Performance
Share, Performance Unit, dividend equivalent, cash-based award or other
incentive payable in cash or in shares of Common Stock as may be designated by
the Committee from time to time.

     

    "Board" means the Board of
Directors of the Company.

     

    "Business Combination" has the
meaning set forth in the definition of "Change of Control."

     

    "Cause," unless otherwise
defined in the instrument evidencing an Award or in a written employment,
services or other agreement between the Participant and the Company or a Related
Company, means dishonesty, fraud, serious or willful misconduct, unauthorized
use or disclosure of confidential information or trade secrets, or conduct
prohibited by law (except minor violations), in each case as determined by the
Company's chief human resources officer or other person performing that function
or, in the case of directors and executive officers, the Compensation Committee,
whose determination shall be conclusive and binding.

     

    "Change of Control," unless
the Committee determines otherwise with respect to an Award at the time the
Award is granted or unless otherwise defined for purposes of an Award in a
written employment, services or other agreement between the Participant and the
Company or a Related Company, means the occurrence of any of the following
events:

     

    (a)           an
acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person")
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 30% or more of either (i) the then outstanding shares of Common
Stock (the "Outstanding
Company
Common
Stock") or
(ii) the combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors (the "Outstanding
Company Voting Securities"); excluding, however, the
following:  (1) any acquisition directly from the Company, other than
an acquisition by virtue of the exercise of a conversion privilege unless the
security being so converted was itself acquired directly from the Company, (2)
any acquisition by the Company, (3) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any entity
controlled by the Company, or (4) any acquisition pursuant to a transaction
which complies with clauses (i), (ii) and (iii) set forth in subsection (c) of
this definition of "Change of Control";


    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    


    (b)           Individuals
who, as of the Effective Date, constitute the Board (the "Incumbent
Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual who becomes a member of the Board
subsequent to the Effective Date, whose election, or nomination for election by
the Company's stockholders, was approved by a vote of at least a majority of
directors then comprising the Incumbent Board  shall be considered as
though such individual were a member of the Incumbent Board; but, provided
further, that any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest (as such terms are used in
Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board shall not be considered a member of the Incumbent
Board; or

     

    (c)           The
consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company (a "Business
Combination"); excluding, however, such a Business Combination pursuant
to which

     

    (i) all
or substantially all of the individuals and entities who are the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Company Transaction will
beneficially own, directly or indirectly, more than 60% of, respectively, the
outstanding shares of common stock, and the combined voting power of the
outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as a result of
such transaction owns the Company or all or substantially all of the Company's
assets either directly or through one or more subsidiaries) in substantially the
same proportions as their ownership, immediately prior to such Business
Combination, of the Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be;

     

    (ii) no
Person (other than any employee benefit plan (or related trust) sponsored or
maintained by the Company or any entity controlled by the Company or such
corporation resulting from such Business Combination) will beneficially own,
directly or indirectly, 30% or more of, respectively, the outstanding shares of
the corporation resulting from such Business Combination or the combined voting
power of the outstanding voting securities of such corporation entitled to vote
generally in the election of directors except to the extent that such ownership
existed with respect to the Company prior to the Business Combination;
and

     

     (iii)
at least a majority of the members of the board of directors of the corporation
resulting from such Business Combination will have been members of the Incumbent
Board at the time of the execution of the initial agreement, or of the action of
the Board, providing for such Business Combination; or

     

    (d)           The
consummation of a complete liquidation or dissolution of the
Company.

     

    Where a
series of transactions undertaken with a common purpose is deemed to be a
Business Combination, the date of such Business Combination shall be the date on
which the last of such transactions is consummated.  Notwithstanding
the foregoing, with respect to any Award or Awards constituting "deferred
compensation" within the meaning of Section 409A, an event otherwise
constituting a Change of Control (as defined above) shall not constitute a
Change of Control for purposes of payment of an Award unless such event is also
a "change in control event" within the meaning of Section 409A.


    
      
         


      

      
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    "Code" means the U.S. Internal
Revenue Code of 1986, as amended from time to time.

     

    "Committee" has the meaning
set forth in Section 3.2.

     

    "Common Stock" means the
common stock, par value $.01 per share, of the Company.

     

    "Company" means Intermec,
Inc., a Delaware corporation.

     

    "Compensation Committee" means
the Compensation Committee of the Board.

     

    "Covered Employee" means a
"covered employee" as that term is defined for purposes of Section 162(m)(3) of
the Code or any successor provision.

     

    "Disability," unless otherwise
defined by the Committee for purposes of the Plan in the instrument evidencing
an Award or in a written employment, services or other agreement between the
Participant and the Company or a Related Company, means permanent and total
disability as determined for purposes of the Company's Long-Term Disability Plan
or such other plan under which the Participant is
covered.  Notwithstanding the foregoing, with respect to Incentive
Stock Options, "Disability" shall have the meaning attributed to that term for
purposes of Section 422 of the Code.

     

    "Early Retirement," unless
otherwise defined in the instrument evidencing the Award or in a written
employment, services or other agreement between the Participant and the Company
or a Related Company, means retirement from employment with the Company or a
Related Company in circumstances in which the employee would be entitled to
receive such retirement benefits under the pension plan of the Company or a
Related Company under which such employee is covered, as
applicable.

     

    "Effective Date" has the
meaning set forth in Section 18.

     

    "Eligible Person" means any
person eligible to receive an Award as set forth in Section 5.

     

    "Exchange Act" means the U.S.
Securities Exchange Act of 1934, as amended from time to time.

     

    "Fair Market Value" means the
closing price for the Common Stock on any given date during regular session
trading on the New York Stock Exchange, or if not trading on that date, such
price on the last preceding date on which the Common Stock was traded, unless
determined otherwise by the Committee using such methods or procedures as it may
establish.  In the absence of an established market for the Common
Stock, Fair Market Value shall be determined in good faith by the
Committee.  Notwithstanding the preceding, for federal, state, and
local income tax withholding and reporting purposes and for such other purposes
as the Committee deems appropriate, Fair Market Value shall be determined by the
Committee in accordance with uniform and nondiscriminatory standards adopted by
it from time to time.


    
      
         


      

      
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    "Grant Date" means the later
of (a) the date on which the Committee completes the corporate action
authorizing the grant of an Award or such later date specified by the Committee
and (b) the date on which all conditions precedent to an Award have been
satisfied, provided that conditions to the exercisability or vesting of Awards
shall not defer the Grant Date.

     

    "Incentive Stock Option" means
an Option granted with the intention that it qualify as an "incentive stock
option" as that term is defined for purposes of Section 422 of the Code or any
successor provision.

     

    "Incumbent Board" has the
meaning set forth in "Change of Control."

     

    "Nonqualified Stock Option"
means an Option other than an Incentive Stock Option.

     

    "Normal Retirement," unless
otherwise defined in the instrument evidencing the Award or in a written
employment, services or other agreement between the Participant and the Company
or a Related Company, means retirement from active employment with the Company
or a Related Company in circumstances in which the employee would be entitled to
receive such retirement benefits under the retirement or pension plan of the
Company or a Related Company under which such employee is covered, as
applicable.

     

    "Option" means a right to
purchase Common Stock granted under Section 7.

     

    "Option Expiration Date" means
the last day of the maximum term of an Option.

     

    "Parent Company" means a
company or other entity which as a result of a Change of Control owns the
Company or all or substantially all of the Company's assets either directly or
through one or more subsidiaries.

     

    "Participant" means any
Eligible Person to whom an Award is granted.

     

    "Performance Award" means an
Award of Performance Shares or Performance Units granted under Section
10.

     

    "Performance Criteria" has the
meaning set forth in Section 15.2.

     

    "Performance Period" means the
period of time during which the Performance Criteria must be met in order to
determine the degree of payout and/or vesting with respect to an
Award.  The Compensation Committee may establish different Performance
Periods for different Participants, and the Compensation Committee may establish
concurrent or overlapping Performance Periods.


    
      
         


      

      
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    "Performance Share" means an
Award of units denominated in shares of Common Stock granted under Section
10.1.

     

    "Performance Unit" means an
Award of units denominated in cash or property other than shares of Common Stock
granted under Section 10.2.

     

    "Plan" means the Intermec,
Inc. 2008 Omnibus Incentive Plan, as amended from time to time.

     

    ''Related Company" means any
corporation in which the Company owns, directly or indirectly, at least 50% of
the total combined voting power of all classes of stock, or any other entity
(including, but not limited to, partnerships and joint ventures) in which the
Company owns, directly or indirectly, at least 50% of the combined equity
thereof.  Notwithstanding the foregoing, for purposes of determining
whether any individual may be a Participant for purposes of any grant of
Incentive Stock Options, the term "Related Company" shall have the meaning
ascribed to the term "subsidiary" in Section 424(f) of the Code, and for
purposes of determining whether any individual may be a Participant for purposes
of any grant of Options or Stock Appreciation Rights, the term "Related Company"
shall mean any "Service Recipient" as that term is defined for purposes of
Section 409A.

     

    "Restricted Stock" means an
Award of shares of Common Stock granted under Section 9, the rights of ownership
of which are subject to restrictions prescribed by the Committee.

     

    "Retirement," unless otherwise
defined in the instrument evidencing the Award or in a written employment,
services or other agreement between the Participant and the Company or a Related
Company, means Normal or Early Retirement.

     

    "Section 162(m)" means Section
162(m) of the Code, including any proposed and final regulations and other
guidance issued thereunder by the Department of the Treasury and/or the Internal
Revenue Service.

     

    "Section 409A" means Section
409A of the Code, including any proposed and final regulations and other
guidance issued thereunder by the Department of the Treasury and/or the Internal
Revenue Service.

     

    "Securities Act" means the
U.S. Securities Act of 1933, as amended from time to time.

     

    "Stock Appreciation Right" or
"SAR" means a right
granted under Section 8.1 to receive the excess of the Fair Market Value of a
specified number of shares of Common Stock over the grant price.

     

    "Stock Award" means an Award
of shares of Common Stock granted under Section 9, the rights of ownership of
which are not subject to restrictions prescribed by the Committee.

     

    "Stock Unit" means an Award
denominated in units of Common Stock granted under Section 9.


    
      
         


      

      
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    "Substitute Awards" means
Awards granted or shares of Common Stock issued by the Company in assumption of,
or in substitution or exchange for, awards previously granted by an Acquired
Entity.

     

    "Successor Company" means the
surviving company, the successor company or Parent Company, as applicable, in
connection with a Change of Control.

     

    "Termination of Service,"
unless otherwise defined in the instrument evidencing the Award or in a written
employment, services or other agreement between the Participant and the Company
or a Related Company, means a termination of employment or service relationship
with the Company or a Related Company for any reason, whether voluntary or
involuntary, including by reason of death, Disability, Early Retirement, Normal
Retirement or for Cause.  Any question as to whether and when there
has been a Termination of Service for the purposes of an Award and the cause of
such Termination of Service shall be determined by the Company's chief human
resources officer or other person performing that function or, with respect to
directors and executive officers subject to the reporting requirements of
Section 16(a) of the Exchange Act, by the Compensation Committee, whose
determination shall be conclusive and binding.  Transfer of a
Participant's employment or service relationship between the Company and any
Related Company shall not be considered a Termination of Service for purposes of
an Award.  Unless the Compensation Committee determines otherwise, a
Termination of Service shall be deemed to occur if the Participant's employment
or service relationship is with an entity that has ceased to be a Related
Company.  A Participant's change in status from an employee of the
Company or a Related Company to a non-employee director, consultant, advisor, or
independent contractor of the Company or a Related Company or a change in status
from a non-employee director, consultant, advisor or independent contractor of
the Company or a Related Company to an employee of the Company or a Related
Company, shall not be considered a Termination of Service.

     

    "Vesting Commencement Date"
means the Grant Date or such other date selected by the Committee as the date
from which an Award begins to vest.

     

     

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