ex10_2.htm


    
      

    

    Exhibit
10.2

     

    
      Intermec,
Inc.

      6001
36th
Avenue West

      Everett,
WA 98203-1264

      


      INTERMEC,
INC.

      2008
OMNIBUS INCENTIVE PLAN

      


      NONQUALIFIED
STOCK OPTION GRANT NOTICE

      (FOR
U.S. OPTIONEES)

      


      Intermec,
Inc. (the “Company”)
hereby grants to you an Option (the “Option”) to purchase shares
of the Company's Common Stock under the Company's 2008 Omnibus Incentive Plan
(the “Plan”).  The Option
is subject to all the terms and conditions set forth in this Stock Option Grant
Notice (this “Grant
Notice”) and in the Stock Option Agreement and the Plan, which are
incorporated into this Grant Notice in their entirety.  Capitalized
terms that are not defined herein shall have the meanings assigned to such terms
in the Plan.

      


      
        	
                [Name]

              	
                Option
      Number:

              	
                [option
      number]

              
	
                [Address]

              	
                Option
      Plan:

              	
                2008

              
	 
      	
                Grant
      Date:

              	
                [date]

              
	 
      	
                Option
      Shares:

              	
                [number]

              
	 
      	
                Exercise
      Price (per Share):

              	
                [price]

              
	 
      	
                Type
      of Option:

              	
                Nonqualified
      Stock Option

              


      

      


      Vesting and Exercisability
Schedule:  The Option shall, subject to the provisions of the
Plan, become vested and exercisable in installments on the dates set forth below
and shall remain cumulatively exercisable until the Option Expiration Date
indicated, subject to earlier expiration in the event of your Termination of
Service as set forth in the Stock Option Agreement:

      


      
        	
                Number
      of Shares

              	 	
                Date
      Option May First Be Exercised

              	 	
                Option Expiration Date

              
	
                [number]

              	 	
                [date]

              	 	
                [date]

              
	
                [number]

              	 	
                [date]

              	 	
                [date]

              
	
                [number]

              	 	
                [date]

              	 	
                [date]

              
	
                [number]

              	 	
                [date]

              	 	
                [date]

              


      

      


      Additional
Terms/Acknowledgement:  You acknowledge receipt of, and
understand and agree to, this Grant Notice and the Stock Option
Agreement.  You further acknowledge that as of the Grant Date, this
Grant Notice, the Stock Option Agreement and the Plan set forth the entire
understanding between you and the Company regarding the Option and supersede all
prior oral and written agreements on the subject. You also acknowledge
that you have received 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.

      


      IN WITNESS WHEREOF, this Grant
Notice has been executed by you and by the Company through its duly authorized
officer, all as of the Grant Date indicated above.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	 
      	 
      	 	
                Intermec,
      Inc.

              
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	
                By:

              	 
      
	 
      	 
      	 	 
      	
                Patrick
      J. Byrne

              
	 
      	 
      	 	 
      	
                Chief
      Executive Officer and President

              
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	
                Participant:

              
	
                Dated:

              	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
                IMPORTANT

              	 	 
      	 
      
	
                PLEASE
      ACCEPT ELECTRONICALLY OR

              	 	 
      	 
      
	
                SIGN
      AND RETURN PROMPTLY

              	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	
                [Name]

              


      


      
        
           


        

        
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      INTERMEC,
INC.

      2008
OMNIBUS INCENTIVE PLAN

      


      NONQUALIFIED
STOCK OPTION AGREEMENT

      (FOR
U.S. OPTIONEES)

      


      Pursuant
to your Stock Option Grant Notice (the “Grant Notice”) and this Stock
Option Agreement (this “Agreement”), the Company has
granted you an Option under its 2008 Omnibus Incentive Plan (the “Plan”) to purchase the number
of shares of the Company's Common Stock indicated in your Grant Notice (the
“Shares”) at the
exercise price indicated in your Grant Notice.

      


      Capitalized
terms that are not defined herein shall have the meanings assigned to such terms
in the Plan.  The Plan shall control in the event there is any express
conflict between the Plan and the Grant Notice or this Agreement and with
respect to such matters as are not expressly covered herein.

      


      The
details of the Option are as follows:

      


      1.    
        Vesting and
Exercisability.  Subject to the limitations contained herein,
the Option will vest and become exercisable as provided in your Grant Notice,
except that, unless otherwise provided in the Grant Notice or this Agreement,
vesting will cease upon your Termination of Service and the unvested portion of
the Option will terminate.

      


      2.    
        Securities Law
Compliance.  Notwithstanding any other provision of this
Agreement, you may not exercise the Option unless the Shares issuable upon
exercise are registered under the Securities Act or, if such Shares are not then
so registered, the Company has determined that such exercise and issuance would
be exempt from the registration requirements of the Securities
Act.  The exercise of the Option must also comply with other
applicable laws and regulations governing the Option, and you may not exercise
the Option if the Company determines that such exercise would not be in material
compliance with such laws and regulations.

      


      3.       
     Independent Tax
Advice.  You should obtain independent tax advice prior to
exercising the Option and prior to the disposition of any Shares.  The
Option is intended to be a Nonqualified Stock Option, as that term is defined in
the Plan.

      


      4.       
     Methods of Exercise. Subject to the
provisions of this Agreement, the vested portion of the Option may be exercised,
in whole or in part, at any time during the term of the Option by giving written
notice of exercise to the Company on the form furnished by the Company for that
purpose or, to the extent applicable, by written notice to a brokerage firm
designated or approved by the Company, specifying the number of Shares subject
to the Option to be purchased.  Each exercise must encompass at least
one installment or 100 Shares, whichever is less.

      


      The
exercise price for Shares to be purchased upon exercise of all or a portion of
the Option shall be paid in any combination of the following:

      


      (a)  in
cash in United States dollars (by certified or bank check or such other
instrument payable to the order of “Intermec, Inc.” as the Company may
accept);


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (b)  if
permitted by the Company, by having the Company withhold Shares 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;

      


      (c)  if
permitted by the Company, by tendering (either actually or by attestation)
shares of Common Stock owned by you that have an aggregate Fair Market Value
equal to the aggregate exercise price of the Shares being purchased under the
Option;

      


      (d)  to
the extent permitted by applicable law, by delivering a properly executed
exercise notice, together with irrevocable instructions to a broker, to deliver
promptly to the Company the aggregate amount of proceeds to pay the Option
exercise price, and, if requested by you or required by law to be withheld by
the Company, the amount of any federal, state, local and foreign withholding
taxes, all in accordance with the regulations of the Federal Reserve Board;
or

      


      (e) by
any other method permitted by the Committee.

      


      5.        
    Treatment upon Termination of
Employment or Service Relationship.

      


      (a)  General Rule. In the event of
your Termination of Service for any reason other than Retirement, Disability,
death or for Cause, you may thereafter exercise the Option, to the extent it was
vested on the date of termination, on or before the earlier of three months from
the date of such Termination of Service or the Option Expiration Date; provided, however, that if
you die within such three-month period, any unexercised Option held by you
shall, notwithstanding the expiration of such three-month period, continue to be
exercisable to the extent to which it was vested at the time of death for a
period of 12 months from the date of such death or until the Option Expiration
Date, whichever period is shorter.

      


      (b)  Retirement.  In the
event of your Termination of Service by reason of Retirement, you (or your
estate or personal representative) may thereafter exercise the Option, to the
extent it was vested on the date of Retirement, until the Option Expiration Date
or, if earlier, 12 months from the date of your death.  “Retirement” means “Normal Retirement” or “Early Retirement” as defined in the
Plan.

      


      (c)  Disability.  In the
event of your Termination of Service by reason of Disability, you may thereafter
exercise the Option, to the extent it was vested on the date of termination, for
a period of three years from the date of such Termination of Service or until
the Option Expiration Date, whichever period is shorter; provided, however, that
if you die within such period, any unexercised portion of the Option shall,
notwithstanding the expiration of such period, continue to be exercisable to the
extent to which it was vested at the time of death for a period of 12 months
from the date of such death or until the Option Expiration Date, whichever
period is shorter.  “Disability” means your
permanent and total disability as more specifically defined in the
Plan.

      


      (d)  Death.  In the
event of your Termination of Service due to death, the vested portion of the
Option may thereafter be exercised for a period of 12 months from the date of
such death or until the Option Expiration Date, whichever period is shorter, in
accordance with the following schedule:


      
        
           


        

        
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                Time
      from Grant

                Date to Death

              	 	
                Percentage
      of Option

                Exercisable by Estate

              
	
                Less
      than 1 year

              	 	
                33%

              
	
                1
      year to 2 years

              	 	
                67%

              
	
                More
      than 2 years

              	 	
                100%

              


      

      


      (e)  Cause.  The Option,
both the vested and unvested portion, will automatically expire at the time the
Company first notifies you of your Termination of Service for Cause, unless the
Committee determines otherwise.  If your employment or service
relationship is suspended pending an investigation of whether you will be
terminated for Cause, all your rights under the Option likewise will be
suspended during the period of investigation.  If any facts that would
constitute termination for Cause are discovered after your Termination of
Service, any Option you then hold may be immediately terminated by the
Committee.

      


      (f)  Other.  Notwithstanding
the foregoing provisions of this Paragraph 5, if exercise of the vested portion
of the Option following your Termination of Service during the applicable time
period above would be prohibited solely because the issuance of Shares upon
exercise of the Option would violate the registration requirements under the
Securities Act or the Company's insider trading policy, then the Option shall
remain exercisable until the later of the expiration of (i) the applicable time
period set forth above and (ii) a three-month period during which exercise of
the Option would not be violation of the Securities Act or the Company's insider
trading policy requirements, but in no event later than the Option Expiration
Date.

      


      It
is your responsibility to be aware of the date on which the Option
terminates.

      


      6.      
      Limited Transferability. You may transfer all or
a portion of the Option by way of gift to any family member, provided that any such
transferee shall agree in writing with you (or any successor optionee) and the
Company, as a condition to such transfer, to be bound by the provisions of all
agreements and other instruments, including without limitation, the Plan, and
shall agree in writing to such other terms as the Company may reasonably require
to assure compliance with applicable federal and state securities and other
laws.  For purposes of the preceding sentence, "family member" shall
include any child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationship, any person sharing your household (other than a tenant or
employee), a trust in which these persons have more than 50% of the beneficial
interest, a foundation in which these persons (or the optionee) control the
management of assets, and any other entity in which these persons (or the
optionee) own more than 50% of the voting interests.  The Option shall
be exercisable, subject to the terms of the Plan, only by you, your guardian or
legal representative, or any person to whom such option is transferred pursuant
to this paragraph, it being understood that the term "holder" and "optionee"
include such guardian, legal representative and other trustee.  If
such transfer is made to a family member, there may be additional tax
consequences at the time of transfer, and the Company will not be responsible
for such tax consequences.

      


      7.     
       Change of
Control.  The effect of a Change of Control on the Option shall
be governed by the terms of a Company change of control policy or agreement as
then in effect and applicable to the Option.   In the event no
policy or agreement addresses the effect of a Change of Control on the Option,
the terms of the Plan shall govern.


      
        
           


        

        
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      8.    
        Withholding Taxes. No later than the date
as of which an amount first becomes includable in your gross income for federal
income tax purposes or otherwise with respect to any portion of the Option, you
shall pay to the Company, or make arrangements satisfactory to the Company
regarding the payment of, any federal, state or local, and 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, the minimum
amount of statutory withholding obligations may be settled with unrestricted
Shares having a Fair Market Value on the date of the exercise of the Option
equal to the amount of taxes required by law to be withheld, including Shares
issuable upon exercise of a Stock Option that gives rise to the withholding
requirement.  Tax withholding in excess of the statutory minimum
amount may not be satisfied in Shares but may, if desired, be paid in
cash.  The obligations of the Company under the Plan shall be
conditional on such payment or arrangements having been made, 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 you.

      


      9.           
 Stockholder
Rights.  No Shares subject to the Option shall be issued until
full payment therefore, including applicable withholding taxes, has been
made.  You shall have all of the rights of a stockholder of the
Company with respect to Shares subject to the Option (including, if applicable,
the right to vote the Shares and the right to receive dividends, if any) when
you have given written notice of exercise and have paid the exercise price and
applicable withholding taxes in full for such Shares.

      


      10.           Adjustments.  If as
a result of any adjustment to the shares or number of shares subject to this
Agreement made pursuant to Section 14 of the Plan, any fractional share would be
issuable under this Agreement, such fractional share shall be canceled without
the payment of any consideration to you.

      


      11.            Voluntary Nature of Plan and Awards
Granted Thereunder/No Employment or Service Contract.  The Plan
is established voluntarily by the Company, it is discretionary in nature and it
may be modified, amended, suspended or terminated by the Company at any time,
unless otherwise provided in the Plan and this Agreement.  Grants of
Options and other Awards under the Plan are made from time to time in the sole
discretion of the Committee.  The grant of the Option or other Award
does not create any contractual or other right to receive future grants of
Options, or benefits in lieu of Options, even if Options have been granted
repeatedly in the past.  You acknowledge that future grants under the
Plan, if any, will be at the sole discretion of the Committee, including the
timing of any grant, the number of shares subject to the Option, the vesting
provisions, and the exercise price. The grant of an Option 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 other service of the Company or a Related
Company, such employment or service relationship 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.

      


      You
acknowledge that your participation in the Plan is voluntary and the value of
the Option is an extraordinary item that does not constitute compensation of any
kind for services of any kind rendered to the Company or its Related Companies,
and which is outside the scope of any employment or other contract you may have,
unless such contract specifically provides otherwise.  As such, you
understand that the Option is not part of normal or expected compensation for
purposes of calculating any severance, resignation, redundancy, end of service
payments, bonuses, long-term service awards, pension or retirement benefits, or
similar payments and in no event should be considered as compensation for, or
relating in any way to, past services for the Company or its Related
Companies.


      
        
           


        

        
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      12.           Data Privacy
Rights.  If employed by a Related Company, you authorize and
direct such Related Company or any agent of the Company or such Related Company
administering the Plan or providing plan recordkeeping services to disclose to
the Company or any of its Related Companies such information and data as it
shall request in order to facilitate the grant of the Option and the
administration of the Plan, and you waive any data privacy rights you may have
with respect to such information.  By accepting this Agreement, you
authorize the Company and the Related Company by which you are employed, if
applicable, to store and transmit such information in electronic
form.

      


      13.           Option
Expiration.  It is the present practice of the Company to
provide participants in the Plan, solely as a courtesy and not as a Company
policy, with written or oral notification of the imminent expiration of any
Option having monetary value.  You acknowledge that the Company and
its subsidiaries and agents shall have no liability or responsibility in the
event you should fail to receive any such "courtesy notice" and the Option
expires unexercised.  You acknowledge that the obligation to monitor
the schedule of exercisability and expiration of the Option evidenced by this
Agreement, and to procure current quotations regarding the market value of the
Shares, is solely your obligation and not that of the Company or any subsidiary
or affiliate by which you are employed or the agents of either of
them.

      


      14.           Notices.  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 may be furnished to you in writing.  All notices
to you or other person or persons then entitled to exercise any right pursuant
to this Agreement shall be delivered to you or such other person as you or such
other person may specify in writing to the Secretary of the Company by a notice
delivered in accordance with this paragraph.

      


      15.           Electronic Notices. The Company may, in its
sole discretion, decide to deliver any documents related to the Option granted
under, and participation in, the Plan or future options (if any) that may be
granted under the Plan by electronic means or to request your consent to
participate in the Plan by electronic means.  You hereby consent to
receive such documents by electronic delivery and, if requested, to agree to
participate in the Plan through an on-line or electronic system established and
maintained by the Company or another third party designated by the
Company.

      


      16.           Entire Agreement/Choice of Law and
Venue.  The terms and conditions of this Agreement and the
Grant Notice and the Plan, both of which are incorporated by reference herein,
comprise the whole terms and conditions between you and the Company with respect
to the subject matter of the Grant Notice and this Agreement, 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.  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.


      
        
           


        

        
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      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 consent.  This Agreement
shall be subject, without further action by the Company or you, to such
amendment, modification or restatement.

      


      The
provisions of the Grant Notice and this Agreement are severable and if any one
or more provisions are determined to be illegal or otherwise unenforceable, in
whole or in part, the remaining provisions shall nevertheless be binding and
enforceable.

      


      17.           Successors and
Assigns.  This Agreement shall inure to the benefit of and be
binding upon each successor of the Company and, to the extent specifically
provided therein and in the Plan, shall inure to the benefit of and shall be
binding upon your heirs, legal representatives, and successors and upon any
person to whom a transfer of the Option permitted by Paragraph 6 of this
Agreement has been made.

      


       

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