ex10_4.htm


    
      

    

    Exhibit
10.4

    
       

      Intermec,
Inc.

      2008
Long-Term Performance Share Program

       

      
        	 	 	 
	
                Name
      of Program

              	 	
                The
      program will be called the Intermec, Inc. 2008 Long-Term Performance Share
      Program, and will be considered a “sub-plan” under the 2008 Omnibus
      Incentive Plan (the “Plan”).

              
	 	 	 
	
                Purpose

              	 	
                The
      primary purposes of the program are to:

                 

                · Reward
      officers and key employees for the overall success of Intermec, Inc. (the
      “Company”) as reflected through the Company’s financial performance and
      stock price; and

                 

                · Provide
      a competitive long-term incentive program.

              
	 	 	 
	
                Effective
      Date

              	 	
                The
      original effective date of the program is May 23, 2008.  The
      program will remain in effect until terminated by the Compensation
      Committee (the “Committee”) of the Board.

              
	 	 	 
	
                Performance
      Period

              	 	
                The
      performance period under the program is three years, with the first
      performance period running from January 1, 2008 to December 31,
      2010.

              
	 	 	 
	
                Grant
      Frequency

              	 	
                A
      new three-year performance period will begin annually, which will create
      overlapping performance periods.

              
	 	 	 
	
                Size
      of Awards

              	 	
                Target
      awards will be established for each participant, denominated in shares.
      Target award levels will be approved annually by the
      Committee.

              
	 	 	 
	
                Program
      Structure

              	 	
                Participants
      can earn from 0 percent to 200 percent of their target shares
      based on Company financial performance.

              
	 	 	 
	
                Performance
      Measure(s)

              	 	
                Before
      the commencement of each performance period, the Committee shall select
      performance measures from those set forth in Section 15 of the
      Plan.  The Committee may choose to include or exclude any of the
      events set forth in Section 15 of the Plan to the evaluation of
      performance for such period.

              
	 	 	 
	
                Dividends

              	 	
                Dividends,
      if any, declared during the performance period will be converted into
      additional performance shares, based on each participant’s target award.

              
	 	 	 
	
                Form
      and Timing of Payout

              	 	
                Payouts
      will be made in shares of the Company’s common stock within 74 days after
      the end of the performance period.

              


      

       

      
        
          
          

        

        
          Page 1 of
2

          
            

          

        

        
          
          

        

      

       

      
        	
                Certain
      Terminations of Employment

              	 	
                In
      the event of a participant’s death, disability, or retirement at age 65 or
      later, pro rata awards based on the number of full months worked during
      the performance period will be calculated. Such awards will be based on
      goal achievement over the entire performance period. Awards in these
      situations will be calculated and paid after the end of the performance
      period. In the case of death, however, the performance during the
      next-ending performance period after death will be calculated as the
      performance for all open performance periods.

                 

                Amounts
      paid on account of death will be paid to a beneficiary designated by the
      participant. If no beneficiary has been designated, amounts will be paid
      to the participant’s estate.

              
	 	 	 
	
                Other
      Terminations of Employment

              	 	
                In
      the event of a termination of employment not constituting a disability,
      death, or retirement, as discussed above, the participant will forfeit any
      right to any payout for all performance periods in progress under the
      program.

              
	 	 	 
	
                Tax
      Withholding

              	 	
                The
      Company has the right to deduct any taxes or statutory deductions required
      by law to be withheld from all payments under the
  program.

              
	 	 	 
	
                Change
      in Capitalization

              	 	
                Any
      change in capitalization which results in a material change in the value
      of the Company’s common stock (e.g., special dividend, spin-off) will
      result in an adjustment in the number of shares earned at target to
      reflect the recapitalization. While individual recapitalization “events”
      will be assessed by the Committee on a case-by-case basis, the overriding
      objective will be to avoid rewarding or penalizing participants
      specifically as a function of the event.

              
	 	 	 
	
                Change
      in Control

              	 	
                If
      a change in control occurs (as defined in the Plan), then all outstanding
      award cycles will automatically vest and be paid out (in cash) at the
      target level or the actual performance level as of the change in control,
      whichever is higher.

              
	 	 	 
	
                Accounting
      Considerations

              	 	
                The
      employer must recognize an expense for compensation over the performance
      period. An estimated expense is accrued by amortizing the initial value of
      the awards and any subsequent appreciation over the performance period
      based upon preestablished goals.  The approach to expensing may change.

              
	 	 	 
	
                Tax
      Considerations

              	 	
                The
      Company will receive a tax deduction in the year in which the actual
      payout is determinable. The employee must report taxable income in the
      year the award is paid.

              


      

       

       

      Page 2 of 2