ex10_3.htm


    
      

    

    Exhibit
10.3

     

    INTERMEC,
INC.

    
      2008
OMNIBUS INCENTIVE PLAN

      


      RESTRICTED
STOCK UNIT AGREEMENT

       

      This
Restricted Stock Unit Agreement (the “Agreement”) is made as of
________________, 2008 between Intermec, Inc., a Delaware corporation (the “Company”), and [Name] (the “Participant” or
"you").

       

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

       

      WHEREAS, [If applicable:  as
an inducement to you to remain in the employ of the Company or one of its
Related Companies (collectively, the “Company”),] the Company desires to award
you restricted Stock Units (as that term is defined in the Plan) in accordance
with the terms and conditions of the Plan and this Agreement.

       

      NOW, THEREFORE, in
consideration of the premises, the mutual covenants hereinafter set forth, and
other good and valuable consideration, the Company and you hereby agree as
follows:

       

      1.    
        Award. The Company hereby
grants you [If
applicable:, as a matter of separate inducement and agreement, and not in
lieu of salary or other compensation for services,] an Award of [__________] restricted Stock
Units (“RSUs”)
comprising the right to receive shares of the Common Stock, par value $.01 per
share, of the Company (the “Common Stock”) on the terms
and conditions hereinafter set forth (the “Awarded Shares”), such number
of Awarded Shares to be subject to adjustment as provided in Section 14.1 of the
Plan. You shall have no obligation to pay the Company additional consideration
for the Awarded Shares.  The Grant Date for the RSUs is __________,
2008.

       

      The Plan,
a copy of which has been made available to you, is incorporated herein by
reference and is made part of this Agreement as if fully set forth herein. By
accepting the Award, you also acknowledge receipt of the Plan and the plan
summary for the Plan.  You are encouraged to review the Company's most
recent annual report and proxy statement, which may be found at www.intermec.com.  Capitalized
terms used in this Agreement which are not defined herein shall have the
meanings assigned to such terms in the Plan, it being understood that the terms
“restricted Stock Units”
and “RSUs” shall mean
and refer to the right to receive only the Awarded Shares. This Agreement is
subject to, and the Company and you agree to be bound by, all of the terms and
conditions of the Plan as the same exist at the time this Agreement became
effective. The Plan shall control in the event there is any express conflict
between the Plan and the terms hereof 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 and this
Agreement in accordance with Section 16.1 of the Plan, but no such subsequent
amendment, modification, restatement, or termination of the Plan or this
Agreement shall adversely affect in any material way your rights under this
Agreement without your written consent.  This Agreement shall be
subject, without further action by the Company or you, to such amendment,
modification or restatement.

       

      2.       
     Restriction
Period.  Subject to the provisions of Paragraph 3 of this
Agreement, there shall be a Period of Restriction (the “Restriction Period”)
beginning on the Grant Date and ending on the third anniversary of the Grant
Date (the “Vesting
Date”).  Except as otherwise provided in Paragraph 3 hereof,
all RSUs still subject to restriction on the date of your Termination of Service
shall be forfeited by you.


      
        
           


        

        
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      3.     
       Termination Due to Death or
Disability or Change of Control.  Notwithstanding any other
provision of this Agreement, all RSUs granted hereunder still subject to
restriction shall become fully vested and free of all restrictions to the full
extent of the original grant upon the occurrence of either of the following
events: (a) your Termination of Service by reason of death or (b) your
Termination of Service by reason of Disability.  The effect of a
Change of Control on the RSUs shall be governed by the terms of a Company change
of control policy or agreement as then in effect and applicable to the
RSUs.   In the event no policy or agreement addresses the effect
of a Change of Control on the RSUs, the terms of the Plan shall
govern.

       

      4.     
       Nontransferability.  Until
the earlier of (a) the end of the Restriction Period with respect to any of the
RSUs granted hereunder or (b) the vesting of such RSUs in accordance with the
provisions of this Agreement or the Plan, you shall not be permitted to sell,
assign, transfer, pledge, or otherwise encumber the RSUs or the Awarded
Shares.

       

      5.      
      Form and Timing of
Payment.  If and when the Restriction Period ends with respect
to RSUs awarded hereunder without a prior forfeiture of such RSUs, or if and
when RSUs vest pursuant to the provisions of Paragraph 3 hereof, and subject to
the payment of withholding taxes as provided in Paragraph 7 hereof, the Company
will direct its transfer agent to issue to you within thirty (30) days after
such event, in uncertificated form, the number of unrestricted shares of Common
Stock equal to the number of RSUs as to which the Restriction Period has ended
or that have vested pursuant to Paragraph 3.

       

      6.        
    Rights
as a Stockholder.  Except as otherwise provided in this
Agreement or the Plan, you shall not have any rights of a stockholder with
respect to the RSUs or, prior to vesting, the Awarded Shares.

       

      7.      
      Withholding
Taxes.  No later than the date as of which an amount first
becomes includable in your gross income for federal income tax purposes with
respect to any Awarded Shares, you 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 you.  The
obligations of the Company under the Plan shall be conditional on such payment
or arrangements, and the Company and its Related Companies shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment
otherwise due to you. You, therefore, hereby unconditionally and irrevocably
elect, notwithstanding anything to the contrary in this Paragraph 7 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 your
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 you shall be withheld from any such cash
payment:


      
        
           


        

        
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      OPTION
1:

       

      
        	
                 
      

              	
                 ̈

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

              


      

       

      OPTION
2:

       

      
        	
                 
      

              	
                 ̈

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

              


      

       

      OPTION
3:

       

      
        	
                 
      

              	
                 ̈

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

              


      

       

      In the event that none of the payment
options set forth above is specified, your election shall be deemed to be Option
1, and the Company shall proceed accordingly.  The Company may
refuse to deliver the Awarded Shares if you fail to comply with your obligations
in connection with the Withholding Taxes as described in this Paragraph
7.

       

      Regardless
of any action the Company takes with respect to any or all Withholding Taxes,
you acknowledge that the ultimate liability for all Withholding Taxes legally
due by you is and remains your responsibility and that the Company (a) makes no
representations or undertakings regarding the treatment of any Withholding Taxes
in connection with any aspect of the RSUs, including the grant, lapse of the
Restriction Period or other vesting of the RSUs, the subsequent sale of shares
of Common Stock received upon lapse of the Restriction Period or other vesting
of the RSUs, if any, and the receipt of any dividends or dividend equivalents;
and (b) does not commit to structure the terms of the Award or any aspect of the
Award to reduce or eliminate your liability for Withholding Taxes.

       

      8.         
   Miscellaneous

       

      (a)           You
understand and acknowledge that you are one of a limited number of employees of
the Company and its Related Companies who have been selected to receive grants
of RSUs and that your Award is considered Company confidential information. You
hereby covenant and agree not to disclose the Award of RSUs pursuant to this
Agreement to any other person except (i) your 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 RSUs to you in any year shall give you neither any right to similar
grants in future years nor any right to be retained in the employ or service of
the Company or its Related Companies, such employment being terminable to the
same extent as if the Plan and this Agreement were not in effect. The right and
power of the Company and its Related Companies to dismiss or discharge you is
specifically and unqualifiedly unimpaired by this Agreement.


      
        
           


        

        
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      (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 you by a notice delivered in accordance
with this paragraph.  All notices to you shall be delivered to you at
your address specified below or at such other address as you may specify in
writing to the Secretary of the Company by a notice delivered in accordance with
this Paragraph 8(c).

       

      (d)           This
Agreement, including the provisions of the Plan incorporated by reference
herein, comprises the whole Agreement between the parties hereto with respect to
the subject matter hereof, and shall be governed by and construed in accordance
with the laws of the State of Washington, U.S.A., without reference to
principles of conflicts of law.  This Agreement shall become effective
when it has been executed or accepted electronically by the Company and
you.  For purposes of litigating any dispute that arises directly or
indirectly from the relationship of the parties evidenced by the grant of this
Agreement, the parties hereby submit to and consent to the exclusive
jurisdiction of the State of Washington, U.S.A., and agree that such litigation
shall be conducted only in the courts of Washington, U.S.A., or the federal
courts for the United States for the Western District of Washington, and no
other courts where this grant is made and/or to be performed.

       

      (e)           This
Agreement shall inure to the benefit of and be binding upon each successor of
the Company and, to the extent specifically provided herein and in the Plan,
shall inure to the benefit of and shall be binding upon your heirs, legal
representatives, and successors.

       

      (f)            If
any provision of this Agreement shall be invalid or unenforceable, such
invalidity or unenforceability shall not affect the validity and enforceability
of the remaining provisions of this Agreement.

       

      (g)           This
Agreement may be executed in separate counterparts, each of which when so
executed and delivered will be an original, but all of which together will
constitute one and the same instrument. In pleading or proving this Agreement,
it will not be necessary to produce or account for more than one such
counterpart.

       

      (h)           Payments
made pursuant to this Agreement are intended to qualify for an exception from
Section 409A of the Code.  Notwithstanding any other provision in this
Agreement and the Plan, the Company, to the extent it deems necessary or
advisable in its sole discretion, reserves the right, but shall not be required,
to unilaterally amend or modify this Agreement and/or the Plan so that the RSUs
granted to you qualify for exemption from or comply with Section 409A; provided,
however, that the Company makes no representations that the RSUs shall be exempt
from or comply with Section 409A and makes no undertaking to preclude Section
409A from applying to the RSUs.  Also notwithstanding the foregoing,
if at the time of a scheduled Vesting Date, including one provided for under
Paragraph 3 of this Agreement, you are a "specified employee" of the Company
within the meaning of that term under Section 409A and as determined by the
Company, and payment would be treated as a payment made on "separation from
service" within the meaning of that term under Section 409A, then, if such
delayed commencement is otherwise required in order to avoid a prohibited
distribution under Section 409A, the payment shall be delayed until the date
which is six months after the date of such separation from service or if earlier
the date of your death.


      
        
           


        

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

      


      
        	 
      	 
      	 	
                INTERMEC,
      INC.

              
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	
                By:

              	 
      
	 
      	 
      	 	 
      	
                Patrick
      J. Byrne

              
	 
      	 
      	 	 
      	
                Chief
      Executive Officer and President

              
	 
      	 
      	 	 
      	 
      
	
                Dated:

              	 
      	 	
                PARTICIPANT:

              
	 
      	 
      	 	
                (One
      of the boxes under Paragraph 7 must be checked)

              
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	
                [NAME]

              


      

      


       

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