ex10_5.htm


    
      

    

    Exhibit
10.5

     

    
      Intermec,
Inc.

      2008
Long-Term Performance Share Program

      


      Agreement
for the Performance Period

      January 1, [YEAR] through
December 31, [YEAR]

       

       

      This
Performance Share Unit Agreement (the “Agreement”) is made as of
%%OPTION_DATE%-%, between Intermec, Inc., a Delaware corporation (the “Company”) and %%FIRST_NAME%-%
%%MIDDLE_NAME%-% %%LAST_NAME%-% (the “Participant”).

       

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

       

      WHEREAS, the Committee has
adopted the 2008 Long-Term Performance Share Program (the “Program”) as a sub-plan of
the Plan and authorized the Award represented by this Agreement;

       

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

       

      Article
1.  Award

       

      The
Participant is hereby awarded, as a matter of separate inducement and agreement,
and not in lieu of salary or other compensation for services,
%%TOTAL_SHARES_GRANTED,’999,999,999’%-% Performance Share Units (the “Target Award”), on the terms
and conditions hereinafter set forth.  The number of Performance Share
Units (“PSUs”) that the
Participant may earn under this Agreement shall range from 0% to 200% of the
Target Award (the “Awarded
Shares”), as determined by the achievement of the performance measures
set forth in Article 3 of this Agreement.  The Awarded Shares shall be
paid in shares of the common stock, par value $.01 per share, of the Company
(the “Common Stock”) as
set forth in Article 6 of this Agreement.  The Participant shall have
no obligation to pay the Company additional consideration for the Awarded
Shares.

       

      The Plan
and the Program, copies of which have been made available to the Participant,
are incorporated herein by reference and made part of this Agreement as if fully
set forth herein. Capitalized terms used in this Agreement that are not defined
herein shall have the meanings assigned to such terms in the Plan and the
Program. This Agreement is subject to, and the Company and the Participant agree
to be bound by, all of the terms and conditions of the Plan and the Program as
the same exist at the time this Agreement became effective. The Plan and the
Program shall control in the event there is any express conflict between the
terms hereof and the Plan or the Program and with respect to such matters as are
not expressly covered in this Agreement. The Company hereby reserves the right
to alter, amend, modify, restate, suspend or terminate the Plan, the Program and
this Agreement in accordance with Section 12 of the Plan, but no such subsequent
amendment, modification, restatement, or termination of the Plan, the Program or
this Agreement shall adversely affect in any material way the Participant’s
rights under this Agreement without the Participant’s written
consent.  This Agreement shall be subject, without further action by
the Company or the Participant, to such amendment, modification, or
restatement.


      
        
           


        

        
          Page 1 of
7

          
            

          

        

        
           


        

      


      Article
2.  Performance Period

      


      For all
purposes of this Agreement, “Performance Period” means
January 1, [YEAR 1] through December 31, [YEAR 3].

       

      Article
3.  Achievement of Performance Measures

       

      The
number of Awarded Shares to be earned under this Agreement shall be based upon
the achievement of the following Performance Measures set by the Committee: The
weighted percentage of achievement of (a) the average percentage of attainment
of Revenue (calculated as net Revenue as reported under GAAP) (“Revenue”) over the
Performance Period and (b) the average percentage of achievement of Diluted
Earnings Per Share from continuing operations (calculated on a GAAP basis) (“Diluted EPS”) over the
Performance Period. The achievement shall be determined in accordance with the
following schedules, with ultimate payout of Awarded Shares to be weighted 30%
as to the Revenue Performance Measure and 70% as to the Diluted EPS Performance
Measure:

       

      Revenue
(30% Weight)

      


      
        	
                Fiscal

                Year

              	 
      	
                Target

                Revenue
      ($M)

              
	
                [YEAR
      1]

              	 
      	
                $

              
	
                [YEAR
      2]

              	 
      	 
      
	
                [YEAR
      3]

              	 
      	 
      


      

      


      


      
        	
                Performance

                Level

              	 
      	
                3-Year
      Average

                Revenue
      as %

                of
      Target

              	 
      	
                Payout
      as %

                of
      Target

              
	
                Maximum

              	 
      	
                ≥[1__]%

              	 
      	
                200%

              
	 
      	 
      	
                [1__]%

              	 
      	
                180%

              
	 
      	 
      	
                [1__]%

              	 
      	
                160%

              
	 
      	 
      	
                [1__]%

              	 
      	
                140%

              
	 
      	 
      	
                [1__]%

              	 
      	
                120%

              
	
                Target

              	 
      	
                100%

              	 
      	
                100%

              
	 
      	 
      	
                [__]%

              	 
      	
                82%

              
	 
      	 
      	
                [__]%

              	 
      	
                64%

              
	 
      	 
      	
                [__]%

              	 
      	
                46%

              
	 
      	 
      	
                [__]%

              	 
      	
                28%

              
	
                Threshold

              	 
      	
                [__]%

              	 
      	
                10%

              
	 
      	 
      	
                <[__]%

              	 
      	
                0%

              


      


      
        
           


        

        
          Page 2 of
7

          
            

          

        

        
           


        

      


      Diluted
EPS (70% Weight)

      


      
        	
                Fiscal

                Year

              	 
      	
                Target

                Diluted
      EPS

              
	
                [YEAR
      1]

              	 
      	
                $

              
	
                [YEAR
      2]

              	 
      	 
      
	
                [YEAR
      3]

              	 
      	 
      


      

      


      


      
        	
                Performance

                Level

              	 
      	
                3-Year
      Average

                Diluted
      EPS as a %

                of
      Target

              	 
      	
                Payout

                as
      a %

                  of
      Target

              
	
                Maximum

              	 
      	
                [1__]%
      or >

              	 
      	
                200%

              
	 
      	 
      	
                [1__]%

              	 
      	
                180%

              
	 
      	 
      	
                [1__]%

              	 
      	
                160%

              
	 
      	 
      	
                [1__]%

              	 
      	
                140%

              
	 
      	 
      	
                [1__]%

              	 
      	
                120%

              
	
                Target

              	 
      	
                100%

              	 
      	
                100%

              
	 
      	 
      	
                [__]%

              	 
      	
                82%

              
	 
      	 
      	
                [__]%

              	 
      	
                64%

              
	 
      	 
      	
                [__]%

              	 
      	
                46%

              
	 
      	 
      	
                [__]%

              	 
      	
                28%

              
	
                Threshold

              	 
      	
                [__]%

              	 
      	
                10%

              
	 
      	 
      	
                <[__]%

              	 
      	
                0%

              


      

      


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

      


      In
evaluating the achievement of each measure as of the end of each fiscal year in
the performance period, the Committee will adjust the calculation of the
Attainment Level to exclude restructuring or reorganization costs (as defined in
accordance with U.S. GAAP) incurred in any fiscal year in the performance
period to the extent that related savings from the program will occur in a
future fiscal year, and will include these costs in the period in which, and to
the extent that, cost savings are anticipated during the performance
period.

      


      Article
4. Termination Provisions

      


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

       

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

       

      In the
event of a Change of Control (as defined in the Plan), all outstanding Awards
will automatically vest and be paid out in cash at the Target Award level or the
actual performance level as of the Change of Control, whichever is
higher.  Notwithstanding any provision of this Agreement or the Plan
to the contrary, in the event such Change of Control does not constitute a
"change in control event" within the meaning of Section 409A of the Internal
Revenue Code and the regulations thereunder, the cash payment of Awards
described in the preceding sentence shall be made within 74 days following the
close of the Performance Period.


      
        
           


        

        
          Page 3 of
7

          
            

          

        

        
           


        

      


      Article
5. Rights as a Stockholder

      


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

       

      Article
6. Form and Timing of Payment

      


      Except as
set forth in Article 4, payment of Awarded Shares shall be made in the form of
shares of Common Stock within seventy-four (74) calendar days following the
close of the Performance Period.

       

      Article
7. Nontransferability

       

      PSUs may
not be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and
distribution.  The Participant’s rights under this Agreement shall be
exercisable during the Participant’s lifetime only by the Participant or the
Participant’s legal representative.

      


      Article
8. Administration

       

      It is
expressly understood that the Committee is authorized to administer, construe,
and make all determinations necessary or appropriate to the administration of
the Plan, the Program and this Agreement, all of which shall be binding upon the
Participant.

       

      Article
9.  Withholding Taxes

       

      No later
than the date as of which an amount first becomes includable in the gross income
of the Participant for federal income tax purposes with respect to any Awarded
Shares, the Participant shall pay to the Company, or make arrangements
satisfactory to the Company regarding the payment of, any federal, state, local,
or foreign taxes of any kind required by law to be withheld by the Company with
respect to such amount. Unless otherwise determined by the Committee,
withholding obligations (up to the minimum statutory amount required to be
withheld by the Company) may be settled with shares of Common Stock, including
the Awarded Shares that give rise to the withholding requirement or shares of
Common Stock already owned by the Participant. The obligations of the Company
under the Plan shall be conditional on such payment or arrangements, and the
Company and its Subsidiaries and its Affiliates shall, to the extent permitted
by law, have the right to deduct any such taxes from any payment otherwise due
to the Participant. Participant, therefore, hereby unconditionally and
irrevocably elects, notwithstanding anything to the contrary in this Article 9
or elsewhere in this Agreement, to satisfy any and all federal, state, local,
and foreign taxes of any kind that may be withheld by the Company in connection
with Participant’s Awarded Shares (the “Withholding Taxes”) by
electing one of the following options; provided that in all cases,
the Company shall have the right to receive not less than the minimum amount of
the Withholding Taxes that the Company is required by law to withhold (the “Mandatory Withholding
Taxes”); and further
provided that an amount equal to the Mandatory Withholding Taxes in
respect of any cash payment to Participant shall be withheld from any such cash
payment:


      
        
           


        

        
          Page 4 of
7

          
            

          

        

        
           


        

      


      OPTION
1:

       

      
        	
                 
      

              	
                 ̈

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

              


      

       

      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
      the Participant 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, the Participant’s election shall be deemed
to be Option 1, and the Company shall proceed accordingly.  The
Company may refuse to deliver the shares of Common Stock if the Participant
fails to comply with his or her obligations in connection with the Withholding
Taxes as described in this Article 9.

       

      Regardless
of any action the Company takes with respect to any or all Withholding Taxes,
the Participant acknowledges that the ultimate liability for all Withholding
Taxes legally due by the Participant is and remains the Participant’s
responsibility and that the Company (i) make no representations or undertakings
regarding the treatment of any Withholding Taxes in connection with any aspects
of the PSUs, including the grant or vesting of the PSUs, the subsequent sale of
shares of Common Stock received upon vesting of the PSUs, if any, and the
receipt of any dividends or dividend equivalents; and (ii) do not commit to
structure the terms of the Award of any aspect of the Award to reduce or
eliminate the Participant’s liability for Withholding Taxes.

      


      Article
10. Miscellaneous

       

      A.           The
Participant understands and acknowledges that the Participant is one of a
limited number of employees of the Company and its Subsidiaries and Affiliates
who have been selected to receive grants of PSUs and that the Participant’s
Award is considered Company confidential information. The Participant hereby
covenants and agrees not to disclose the Award of PSUs pursuant to this
Agreement to any other person except (i) the Participant’s immediate family and
legal or financial advisors who agree to maintain the confidentiality of this
Agreement, (ii) as required in connection with the administration of this
Agreement and the Plan as it relates to this Award or under applicable law, and
(iii) to the extent the terms of this Award have been publicly
disclosed.


      
        
           


        

        
          Page 5 of
7

          
            

          

        

        
           


        

      


      B.           The
grant of PSUs to the Participant in any year shall give the Participant neither
any right to similar grants in future years nor any right to be retained in the
employ of the Company or its Subsidiaries or Affiliates, such employment being
terminable to the same extent as if the Program and this Agreement were not in
effect. The right and power of the Company and its Subsidiaries and Affiliates
to dismiss or discharge the Participant is specifically and unqualifiedly
unimpaired by this Agreement.

       

      C.           Each
notice relating to this Agreement shall be in writing and delivered in person or
by mail to the Company at its office, 6001 36th Avenue West, Everett, WA
98203-1264, to the attention of the Company’s Secretary or at such other address
as the Company may specify in writing to the Participant by a notice delivered
in accordance with this paragraph. All notices to the Participant shall be
delivered to the Participant at the Participant’s address specified below or at
such other address as the Participant may specify in writing to the Secretary of
the Company by a notice delivered in accordance with this
paragraph.

       

      D.           This
Agreement, including the provisions of the Plan and the Program incorporated by
reference herein, comprises the whole Agreement between the parties hereto with
respect to the subject matter hereof, and shall be governed by and construed in
accordance with the laws of the State of Delaware, without reference to
principles of conflicts of law.  This Agreement shall become effective
when it has been executed or accepted electronically by the Company and the
Participant.  For purposes of litigating any dispute that arises
directly or indirectly from the relationship of the parties evidenced by this
grant of the 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 and the Program, shall inure to the benefit of and shall
be binding upon the Participant’s heirs, legal representatives, and
successors.

       

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

       

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

       

      H.           The
Company may, in its sole discretion, decide to deliver any documents related to
the PSUs granted under, and participation in, the Program or future PSUs that
may be granted under the Program by electronic means or to request the
Participant’s consent to participate in the Program by electronic
means.  The Participant hereby consents to receive such documents by
electronic delivery and, if requested, to agree to participate in the Program
through an on-line or electronic system established and maintained by the
Company or another third party designated by the Company.


      
        
           


        

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

       

      
        	 
      	
                INTERMEC,
      INC.

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Patrick J. Byrne

              
	 
      	 
      	
                Patrick
      J. Byrne

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                PARTICIPANT:

              
	 
      	
                (One
      of the boxes under Article 9 must be checked)

              
	 
      	 
      	 
      
	
                IMPORTANT

              	 
      	 
      
	
                PLEASE
      ACCEPT ELECTRONICALLY OR

              	 
      	 
      
	
                SIGN
      AND RETURN PROMPTLY

              	 
      	 
      
	 
      	 
      
	 
      	
                %%FIRST_NAME%-%

              
	 
      	
                %%MIDDLE_NAME%-%

              
	 
      	
                %%LAST_NAME%-%

              


      

       

       

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