ex10_7.htm


    
      

    

    Exhibit
10.7

     

    
      Intermec,
Inc.

      6001
36th
Avenue West

      Everett,
WA 98203-1264

      


      DIRECTOR
COMPENSATION PROGRAM UNDER THE

      INTERMEC,
INC. 2008 OMNIBUS INCENTIVE PLAN

      


      NONQUALIFIED
STOCK OPTION GRANT NOTICE

      (FOR
NONEMPLOYEE DIRECTORS)

      


      Intermec,
Inc. (the “Company”)
hereby grants to you an Option (the “Option”) to purchase shares
of the Company's Common Stock pursuant to the terms of the Director Compensation
Program (the “Program”)
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 the attached Stock Option Agreement, the Program 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 Program and 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
Program, 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 you cease to be a Director
of the Company 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, the Program 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 Program, 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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      DIRECTOR
COMPENSATION PROGRAM UNDER THE

      INTERMEC,
INC. 2008 OMNIBUS INCENTIVE PLAN

      


      NONQUALIFIED
STOCK OPTION AGREEMENT

      (FOR
NONEMPLOYEE DIRECTORS)

      


      As set
forth in the attached Stock Option Grant Notice (the “Grant Notice”) and this Stock
Option Agreement (this “Agreement”), the Company has
granted you an Option pursuant to the Director Compensation Program (the “Program”) under the Intermec,
Inc. 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 Program and the Plan.  The Program and 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 this Agreement, vesting will cease
upon your ceasing to be a Director of the Company 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)  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)  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)  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 Services as a Director.

      


      (a)  General Rule. In the event
you cease to be a Director of the Company for any reason other than your death,
you may exercise the Option, to the extent it was vested on the date you cease
to be a Director, on or before the earlier of three years from the date of such
termination or the Option Expiration Date.

      


      (b)  Death.  In the
event you cease to be a Director of the Company due to your death, the unvested
portion of the Option shall become fully vested and exercisable, and the Option
may thereafter be exercised for a period of three years from the date of death
or until the Option Expiration Date, whichever period is shorter.

      


      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 Program and
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.

       

      
        
          
          

        

        
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      7.       
     Stockholder
Rights.  No Shares subject to the Option shall be issued until
full payment therefor 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 for such Shares.

      


      8.       
     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.

      


      9.             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.

      


      10.           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.

      


      11.           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.

      


      12.           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.

       

      
        
          
          

        

        
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      13.           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.

      


      14.           Entire
Agreement.  The terms and conditions of this Agreement and the
Grant Notice, the Program and the Plan, 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.  The
Committee may amend the terms and conditions of this Agreement at any time,
prospectively or retroactively, to the extent permitted by the
Plan.

      


      The
Company hereby reserves the right to alter, amend, modify, restate, suspend or
terminate the Program, 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, the Program 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 the 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.

      


      15.           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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