**AMENDED
      AND RESTATED**




**CHANGE
      OF CONTROL EMPLOYMENT AGREEMENT**







This **A** **GREEMENT** is made
      in duplication by and between **Intermec,
      Inc.,** a
      Delaware corporation, and _____________ (the “ **Executive** ”)
      as of
      the ___ day of ________, 20__ (the “Effective Date”).




**WHEREAS** ,
      the
      Board of Directors of Intermec, Inc. has determined that it is in the best
      interests of the Company and its shareholders to assure that the Company will
      have the continued dedication of the Executive, notwithstanding the possibility,
      threat or occurrence of a Change of Control (as defined below);




**WHEREAS** ,
      the
      Board of Directors of Intermec, Inc. believes it is imperative to diminish
      the
      inevitable distraction of the Executive by virtue of the personal uncertainties
      and risks created by a pending or threatened Change of Control and to encourage
      the Executive's full attention and dedication to the Company currently and
      in
      the event of any threatened or pending Change of Control, and to provide the
      Executive with compensation and benefits arrangements upon a Change of Control
      which ensure that the compensation and benefits expectations of the Executive
      will be satisfied and which are competitive with those of other
      corporations;




**WHEREAS** ,
      the
      Company and the Executive are parties to a Change of Control Employment
      Agreement dated as of __________, ____ (the “ **Original
      Agreement** ”);




**WHEREAS** ,
      the
      Company and the Executive desire to amend and restate the Original Agreement
      so
      that this Agreement will replace the Original Agreement in its
      entirety;




**NOW,
      THEREFORE, THE PARTIES AGREE AS FOLLOWS:**




1.  Definitions .




1.1
      “Accounting Firm” means (i) the independent certified public accounting firm
      serving the Company immediately prior to the Change of Control Date or (ii)
      an
      independent certified public accounting firm selected by the Executive pursuant
      to Section 7(c) of this Agreement.





1.2
      “Accrued Obligations” has the meaning set forth in Section 6(a)(i) of this
      Agreement.





1.3
      “Affiliate” means a Person that Controls or is Controlled by or is under common
      Control with Intermec, Inc.





1.4
      “Agreement” means this Amended and Restated Change of Control and Employment
      Agreement.





1.5
      “Annual Base Salary” has the meaning set forth in Section 4(b)(i) of this
      Agreement.





1.6
      “Annual Bonus” has the meaning set forth in Section 4(b)(ii) of this
      Agreement.





1.7
      “Benefits” means Fringe Benefits, Retirement Benefits, and/or Welfare Benefits.





1.8
      “Board” means the Board of Directors of Intermec, Inc. and its
      Successors.





1.9
      “Business Combination” means a reorganization, merger, or consolidation or sale
      or other disposition of all or substantially all of the assets of the
      Company.





1.10
      “Cause” has the meaning set forth in Section 5(b) of this Agreement.





1.11
      “Change of Control” has the meaning set forth in Section 2 of this
      Agreement.








1.12
      “Change of Control Date” means (i) the effective date of a Change of Control or
      (ii) if, the Company terminates the Executive’s employment or reduces
      Executive’s Annual Base Salary, Annual Bonus, Opportunities or Benefits without
      Cause prior to the effective date of a Change of Control and if it is reasonably
      demonstrated by the Executive that such termination or reduction (A) was at
      the
      request of a third party who had taken steps reasonably calculated to effect
      a
      Change of Control or (B) otherwise arose in connection with or in anticipation
      of a Change of Control, then “Change of Control Date” means the date immediately
      prior to the date of such termination or reduction.





1.13
      “Company” means Intermec, Inc., its Successors and its Affiliates.





1.14
      “Control” means (i) beneficial ownership (within the meaning of Rule 13d-3 of
      the Exchange Act), directly or indirectly, of 30% or more of a Person’s then
      outstanding voting equity generally entitled to vote in the election of
      directors (or other participants of the managing authority) or (ii) acquisition
      of actual control of the operations of a Person whether by means of contract
      or
      otherwise or (iii) acquisition of control of a Person through a merger or
      consolidation or (iv) acquisition of all or substantially all of a Person’s
      assets.





1.15
      "Date of Termination" means (i) if the Executive's employment is terminated
      by
      the Company for Cause, or by the Executive for Good Reason, the date of receipt
      of the Notice of Termination or any later date specified therein, as the case
      may be, (ii) if the Executive's employment is terminated by the Company other
      than for Cause or Disability, the date on which the Company notifies the
      Executive of such termination, and (iii) if the Executive's employment is
      terminated by reason of death or Disability, the date of death of the Executive
      or the Disability Effective Date, as the case may be; provided, however, that,
      when the event of termination occurs in the fourth calendar quarter of the
      year,
      the Date of Termination is January 1 of the following year.




1.16
      “Disability” means the absence of the Executive from the Executive's duties with
      the Company on a full-time basis for 180 consecutive business days as a result
      of incapacity due to mental or physical illness which is determined to be total
      and permanent by a physician selected by the Company or its insurers and
      acceptable to the Executive or the Executive's legal
      representative.




1.17
      “Disability Effective Date” means the 30th day after the Executive’s receipt of
      the Company’s notice of intent to terminate the Executive’s employment pursuant
      to Section 5(a) of this Agreement.





1.18
      “Dispute” means disagreement, dispute, controversy, suit, action, proceeding or
      claim arising out of or relating to this Agreement or the interpretation of
      this
      Agreement.





1.19
      "Effective Date" has the meaning set forth in the first sentence of this
      Agreement.





1.20
      “Employment Period” means the period beginning on the Change of Control Date and
      ending on the second anniversary of such Change of Control Date.





1.21
      “ERISA Sections 601-608” means Sections 601-608 of the Employee Retirement
      Income Security Act of 1974, as amended.





1.22
      “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the
      rules and regulations promulgated thereunder.





1.23
      “Excess Parachute Payment” means an excess parachute payment within the meaning
      of IRC Section 280G.





1.24
      “Excise Tax” means the excise tax imposed by IRC Section 4999.





1.25
      “Executive” has the meaning set forth in the first sentence of this
      Agreement.





1.26
      “Executive’s Principal Location” means the location where the Executive was
      employed on the business day immediately preceding the Change of Control
      Date.











1.27
      “Fringe Benefit Plan” means any plan, practice, program or policy maintained by
      the Company with respect to fringe benefits, including, without limitation,
      tax
      and financial planning services and payment of related expenses.





1.28
      “Good Reason” has the meaning set forth in Section 5(c) of this
      Agreement.





1.29
      “Incentive Compensation Plans” means incentive (including stock option or
      similar incentive plans), savings and retirement plans, practices, policies
      and
      programs maintained by the Company, including, without limitation, the
      Management Incentive Compensation Plan.





1.30
      “Incumbent Board” has the meaning set forth in Section 2(b) of this
      Agreement.





1.31
      “IRC” means the Internal Revenue Code of 1986 as amended.





1.32
“IRC
      Section 1274(b)(2)(B)” means Section 1274(b)(2)(B) of the IRC.





1.33
“IRC
      Section 1274 (d)” means Section 1274(d) of the IRC.





1.34
“IRC
      Section 409A” means Section 409A of the IRC.





1.35
“IRC
      Section 4980B means Section 4980B of the IRC.





1.36
“IRC
      Section 4999” means Section 4999 of the IRC.





1.37
“IRC
      Interest Rate” means the applicable federal interest rate provided for delayed
      payment in Section 7872(f)(2)(A) of the IRC.





1.38
      “IRS” means the U.S. Internal Revenue Service.





1.39
      “Management Incentive Compensation Plan” means the Intermec,
      Inc. Management Incentive Compensation Plan (effective for the 1999 fiscal
      year
      and thereafter) and any predecessor or successor plans which provide for the
      grant of annual cash bonuses or other short-term cash incentive awards during
      the last three full fiscal years prior to the Change of Control
      Date.





1.40
“Net
      After-Tax Benefit” has the meaning set forth in Section 7(a) of this
      Agreement.





1.41
      “Notice of Termination" means a written notice which (i) indicates the specific
      termination provision in this Agreement relied upon, (ii) to the extent
      applicable, sets forth in reasonable detail the facts and circumstances claimed
      to provide a basis for termination of the Executive's employment under the
      provision so indicated, and (iii) if the Date of Termination (as defined below)
      is other than the date of receipt of such notice, specifies the termination
      date
      (which date will be not more than thirty days after the giving of such notice).





1.42
      “Opportunities” means the opportunity to (i) obtain regular or special incentive
      compensation under the Company’s Incentive Compensation Plans, (ii) obtain
      regular or special retirement benefits under the Company’s Retirement Plans,
      (iii) save through the Company’s Savings Plans and/or (iv) obtain regular or
      special benefits under the Company’s Welfare Benefit Plans.





1.43
      “Other Benefits” has the meaning set forth in Section 6(a)(iv) of this
      Agreement.





1.44
      “Outstanding Company Common Stock” has the meaning set forth in Section 2(a)(i)
      of this Agreement.





1.45
      “Outstanding Company Voting Securities” has the meaning set forth in Section
      2(a)(ii) of this Agreement.








1.46
      “Parachute Payment” means “parachute payment” within the meaning of IRC Section
      280G.





1.47
      “Parachute Value” means the
      present value as of the date of the Change of Control of the portion of the
      Payment that constitutes a "parachute payment" under IRC Section 280G(b)(2),
      as
      determined by the Accounting Firm in accordance with IRC Section
      280G(b)(2).





1.48
      “Payment” has the meaning set forth in Section 7(a) of this Agreement.





1.49
      “Person” has the meaning set forth in Section 2(a) of this
      Agreement.





1.50
      “Plan” means Fringe Benefit Plan, Incentive Compensation Plan, Retirement Plan,
      Savings Plan, Severance Plan, Vacation Plan and/or Welfare Benefit
      Plan.





1.51
      “Reduced Amount” means an amount expressed in present value which maximizes the
      aggregate present value of Payments without causing any Payment to be subject
      to
      Excise Tax.





1.52
      “Repayment Amount” has the meaning set forth in Section 7(c) of this
      Agreement.





1.53
      “Retirement Benefits” means any compensation a retiree is eligible to receive
      under a Retirement Plan.





1.54
      “Retirement Plan” means any qualified or non-qualified defined benefit
      retirement plan maintained by the Company, including but not limited to the
      Intermec, Inc. Pension Plan, the Intermec, Inc. Supplemental Executive
      Retirement Plan and the Intermec, Inc. Restoration Plan.





1.55
      “Safe Harbor Amount” means the maximum dollar amount of Payments in the nature
      of compensation that are contingent on a Section 280G Change of Control and
      may
      be paid or distributed to the Executive without imposition of the Excise
      Tax.





1.56
      “Savings Plan” means any qualified or non-qualified savings program maintained
      by the Company, including but not limited to the Intermec, Inc. Financial
      Security and Savings Program.





1.57
      “Section 280G Change of Control” means a change of control within the meaning of
      IRC Section 280G.





1.58
      “Section 280G Compensation means compensation within the meaning of IRC Section
      280G.





1.59
      “SERP” means any excess or supplemental retirement plan maintained by the
      Company.





1.60
      “Severance Plan” means any plan, practice, policy or program under which the
      Company provides benefits to employees following the Company’s termination of
      their employment.





1.61
      “Successor” means a Person that acquires Control of the Company.





1.62
      “Vacation Plan” means any plan, practice, policy or program maintained by the
      Company with respect to employee vacations.





1.63
      “Welfare Benefit Plan” means any welfare benefit plan, practice, policy or
      program provided by the Company to its employees (including, without limitation,
      medical, prescription, dental, disability, salary continuance, employee life,
      group life, accidental death and travel accident insurance plans and
      programs)





1.64
      “Willful” has the meaning set forth in Section 5(b) of this
      Agreement.








2.  Change
      of Control .
      For the
      purpose of this Agreement, the term " **Change
      of Control** "
      means:




(a)
      An
      acquisition by any individual, entity or group (within the meaning of Section
      13(d)(3) or 14(d)(2) of the Exchange Act) (a " **Person** ")
      of
      beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
      Exchange Act) of 30% or more of either (i) the then outstanding shares of common
      stock of the Company (the " **Outstanding
      Company Common Stock** ")
      or
      (ii) the combined voting power of the then outstanding voting securities of
      the
      Company entitled to vote generally in the election of directors (the
      " **Outstanding
      Company Voting Securities** ");
      excluding, however, the following acquisitions of Outstanding Company Common
      Stock and Outstanding Company Voting Securities: (i) any acquisition directly
      from the Company, other than an acquisition by virtue of the exercise of a
      conversion privilege unless the security being so converted was itself acquired
      directly from the Company, (ii) any acquisition by the Company, (iii) any
      acquisition by any employee benefit plan (or related trust) sponsored or
      maintained by the Company, or (iv) any acquisition by any Person pursuant to
      a
      transaction which complies with clauses (i), (ii) and (iii) of subsection (c)
      of
      this Section 2; or




(b)
      Individuals who, as of the Effective Date, constitute the Board (the
      " **Incumbent
      Board** ")
      cease
      for any reason to constitute at least a majority of the Board; provided,
      however, that any individual who becomes a member of the Board subsequent to
      the
      Effective Date whose election, or nomination for election by the Company's
      shareholders, was approved by a vote of at least a majority of directors then
      comprising the Incumbent Board shall be considered as though such individual
      were a member of the Incumbent Board; but, provided further, that any such
      individual whose initial assumption of office occurs as a result of either
      an
      actual or threatened election contest (as such terms are used in Rule 14a-11
      of
      Regulation 14A promulgated under the Exchange Act) or other actual or threatened
      solicitation of proxies or consents by or on behalf of a Person other than
      the
      Board shall not be so considered as a member of the Incumbent Board;
      or




(c)
      The
      consummation of a reorganization, merger or consolidation or sale or other
      disposition of all or substantially all of the assets of the Company (“Business
      Combination”); excluding, however, such a Business Combination pursuant to which
      (i) all or sub-stantially all of the individuals and entities who are the
      beneficial owners, respectively, of the Outstanding Company Common Stock and
      Outstanding Company Voting Securities immediately prior to such Business
      Combination will beneficially own, directly or indirectly, more than 60 percent
      of, respectively, the outstanding shares of common stock, and the combined
      voting power of the then outstanding voting securities entitled to vote
      generally in the election of directors, as the case may be, of the corporation
      resulting from such Business Combination (including, without limitation, a
      corporation which as a result of such transaction owns the Company or all or
      substantially all of the Company's assets) in substantially the same proportions
      as their ownership, immediately prior to such Business Combination of the
      Outstanding Company Common Stock and Outstanding Company Voting Securities,
      as
      the case may be, (ii) no Person (other than any employee benefit plan (or
      related trust) sponsored or maintained by the Company or any entity controlled
      by the Company or such corporation resulting from such Business Combination)
      will beneficially own, directly or indirectly, 30 percent or more of,
      respectively, the outstanding shares of common stock of the corporation
      resulting from such Business Combination or the combined voting power of the
      outstanding voting securities of such corporation entitled to vote generally
      in
      the election of directors except to the extent that such ownership existed
      with
      respect to the Company prior to the Business Combination, and (iii) at least
      a
      majority of the members of the board of directors of the corporation resulting
      from such Business Combination will have been members of the Incumbent Board
      at
      the time of the execution of the initial agreement, or of the action of the
      Board, providing for such Business Combination; or




(d)
      The
      consummation of a complete liquidation or dissolution of the
      Company.




3.  Employment
      Period .
      Subject
      to the terms and conditions of this Agreement, the Company agrees to continue
      the Executive in its employ, and the Executive agrees to remain in the employ
      of
      the Company for the duration of the Employment Period.




4.  Terms
      of Employment .




(a) Position
      and Duties .












(i)
      During the Employment Period, (A) the Executive's position (including status,
      offices, titles, and reporting requirements), authority, duties, and
      responsibilities will be at least commensurate in all material respects with
      the
      most significant of those held, exercised, and assigned at any time during
      the
      120-day period immediately preceding the Change of Control Date and (B) the
      Executive's services will be performed at the Executive’s Principal Location or
      at any office or location that is 25 miles or less from the Executive’s
      Principal Location.




(ii)
      During the Employment Period, and excluding any periods of vacation and sick
      leave to which the Executive is entitled, the Executive agrees to devote
      reasonable attention and time during normal business hours to the business
      and
      affairs of the Company and, to the extent necessary to discharge the
      responsibilities assigned to the Executive hereunder, to use the Executive's
      reasonable best efforts to perform faithfully and efficiently such
      responsibilities. During the Employment Period it will not be a viola-tion
      of
      this Agreement for the Executive to (A) serve on corporate, civic, or charitable
      boards or committees, (B) deliver lectures, fulfill speaking engagements, or
      teach at educational institutions, and (C) manage personal investments, so
      long
      as such activities do not significantly interfere with the performance of the
      Executive's responsibilities as an employee of the Company in accordance with
      this Agreement. It is expressly understood and agreed that to the extent that
      any such activities have been conducted by the Executive prior to the Change
      of
      Control Date, the continued conduct of such activities (or the conduct of
      activities similar in nature and scope thereto) subsequent to the Change of
      Control Date will not thereafter be deemed to interfere with the performance
      of
      the Executive's responsibilities to the Company.




(b) Compensation .




(i) Base
      Salary .
      During
      the Employment Period, the Executive will receive from the Company an annual
      base salary (" **Annual
      Base Salary** "),
      (which will be paid at a monthly rate) at least equal to twelve times the
      highest monthly base salary paid or payable, including any base salary which
      has
      been earned but deferred, to the Executive by the Company in the 12-month period
      immediately preceding the Change of Control Date. During the Employment Period,
      the Annual Base Salary will be reviewed by the Company no more than 12 months
      after the last salary increase awarded to the Executive prior to the Change
      of
      Control Date and thereafter at least annually. Any increase in the Executive’s
      Annual Base Salary will not limit or reduce any of the Company’s other
      obligations to the Executive under this Agreement. The Annual Base Salary will
      not be reduced after any such increase and, as used in this Agreement, the
      term
“ **Annual
      Base Salary** ”
means
      the Annual Base Salary as so increased.




(ii) Annual
      Bonus .
      In
      addition to Annual Base Salary, the Executive will be awarded, for each fiscal
      year ending during the Employment Period, an annual bonus in cash equal to
      the
      Target Bonus (as that term is defined in the Management Incentive Compensation
      Plan) applicable to the Executive for the fiscal year, or if the Management
      Incentive Compensation Plan is not in effect for such fiscal year, the target
      bonus or award which the Executive would earn for such year under any incentive
      plan or arrangement in which the Executive participates or is eligible to
      participate pursuant to Section 4(b)(iii) assuming the attainment of any
      performance goals or similar criteria to the extent necessary for the Executive
      to qualify to receive the target award thereunder. The amount which described
      in
      the preceding sentence is hereinafter called the " **Annual
      Bonus** ."




(iii) Incentive,
      Savings, and Retirement Plans .
      During
      the Employment Period, the Executive will be entitled to participate in all
      Incentive Compensation Plans applicable generally to other peer executives
      of
      the Company, but in no event will such plans provide the Executive with
      Incentive Compensation Plan Opportunities, Savings Plan Opportunities and
      Retirement Plan Opportunities, in each case, less favorable, in the aggregate,
      than the most favorable of those provided by the Company for the Executive
      under
      such plans as in effect at any time during the 120-day period immediately
      preceding the Change of Control Date or, if more favorable to the Executive,
      those provided generally at any time on or after the Change of Control Date
      to
      other peer executives of the Company.












(iv)  Welfare
      Benefit Plans .
      During
      the Employment Period, the Executive and/or the Executive's family, as the
      case
      may be, will be eligible for participation in and will receive all benefits
      under the Company’s Welfare Benefit Plans to the extent applicable generally to
      other peer executives of the Company, but in no event will such plans,
      practices, policies, and programs provide the Executive with benefits which
      are
      less favorable, in the aggregate, than the most favorable of such plans,
      practices, policies, and programs in effect for the Executive at any time during
      the 120-day period immediately preceding the Change of Control Date or, if
      more
      favorable to the Executive, those provided generally at any time on or after
      the
      Change of Control Date to other peer executives of the Company.




(v) Expenses .
      During
      the Employment Period, the Executive will be entitled to receive prompt
      reimbursement for all reasonable expenses incurred by the Executive in
      accordance with the most favorable policies, practices, and procedures of the
      Company in effect for the Executive at any time during the 120-day period
      immediately preceding the Change of Control Date or, if more favorable to the
      Executive, on or after the Change of Control Date with respect to other peer
      executives of the Company.




(vi)  Fringe
      Benefits .
      During
      the Employment Period, the Executive will be entitled to fringe benefits,
      including, without limitation, if applicable, tax and financial planning
      services in accordance with the most favorable Plans of the Company in effect
      for the Executive at any time during the 120-day period immediately preceding
      the Change of Control Date or, if more favorable to the Executive, as in effect
      generally at any time on or after the Change of Control Date with respect to
      other peer execu-tives of the Company.




(vii) Office
      and Support Staff .
      During
      the Employment Period, the Executive will be entitled to an office or offices
      of
      a size and with furnishings and other appointments, and to exclusive personal
      secretarial and other assistance, at least equal to the most favorable of the
      foregoing provided to the Executive by the Company at any time during the
      120-day period immediately preceding the Change of Control Date or, if more
      favorable to the Execu-tive, as provided generally at any time on or after
      the
      Change of Control Date with respect to other peer executives of the
      Company.




(viii) Vacation .
      During
      the Employment Period, the Executive will be entitled to paid vacation in
      accordance with the most favorable Plan of the Company as in effect for the
      Executive at any time during the 120-day period immediately preceding the Change
      of Control Date or, if more favorable to the Executive, as in effect generally
      at any time on or after the Change of Control Date with respect to other peer
      executives of the Company.




5.  Termination
      of Employment .




(a) Death
      or Disability .
      Subject
      to Section 5(d) of this Agreement, the Executive's employment will terminate
      automatically upon the Executive's death during the Employment Period. If the
      Company determines in good faith that the Disability of the Executive has
      occurred during the Employment Period, it may give to the Executive written
      notice in accordance with Section 12(b) of this Agreement of its intention
      to
      terminate the Executive's employment. In such event, the Executive's employ-ment
      with the Company will terminate effective on the Disability Effective Date,
      unless, prior to such date, the Executive has returned to the full-time
      performance of his or her duties.




(b) Cause .
      The
      Company may terminate the Executive's employment during the Employment Period
      for Cause. For purposes of this Agreement, " **Cause** "
      means:




(i)
      the
      Willful and continued failure of the Executive to perform substantially the
      Executive's duties with the Company (other than any such failure resulting
      from
      incapacity due to physical or mental illness), after a written demand for
      substantial performance is delivered to the Executive by the Board or the Chief
      Executive Officer of the Company which specifically identifies the manner in
      which the Board or Chief Executive Officer believes that the Executive has
      not
      substantially performed the Executive's duties, or




(ii)
      the
      Willful engaging by the Executive in illegal conduct or gross misconduct which
      is materi-ally and demonstrably injurious to the Company.












For
      purposes of this provision, no act or failure to act, on the part of the
      Executive, will be considered " **Willful** "
      unless
      it is done, or omitted to be done, by the Executive in bad faith or without
      reasonable belief that the Execu-tive's action or omission was in the best
      interests of the Company. Any act, or failure to act, based upon authority
      given
      pursuant to a resolution duly adopted by the Board or upon the instructions
      of
      the Chief Executive Officer or a senior officer of the Company or based upon
      the
      advice of counsel for the Company will be conclusively presumed to be done,
      or
      omitted to be done, by the Executive in good faith and in the best interests
      of
      the Company. The cessation of employment of the Executive will not be deemed
      to
      be for Cause unless and until there will have been delivered to the Executive
      a
      copy of a resolution duly adopted by the affirmative vote of not less than
      three-quarters of the entire membership of the Board at a meeting of the Board
      called and held for such purpose (after reasonable notice is provided to the
      Executive and the Executive is given an opportunity, together with counsel,
      to
      be heard before the Board), finding that, in the good faith opinion of the
      Board, the Executive is guilty of the conduct described in subparagraph (i)
      or
      (ii) above, and specifying the particulars thereof in detail.




(c) Good
      Reason .
      During
      the Employment Period, the Executive may terminate his or her employment with
      the Company (by resignation or retirement) for Good Reason. For purposes of
      this
      Agreement, " **Good
      Reason** "
      means:




(i)
      the
      assignment to the Executive of any duties inconsistent in any respect with
      the
      Executive's position (including status, offices, titles, and reporting
      requirements), authority, duties, or responsibilities as contemplated by Section
      4(a) of this Agreement, or any other action by the Company which results in
      a
      diminution in such position, authority, duties, or responsibilities, excluding
      for this purpose an isolated, insubstantial and inadvertent action not taken
      in
      bad faith and which is remedied by the Company promptly after receipt of notice
      thereof given by the Executive;




(ii)
      the
      Company’s failure to comply with any of the provisions of Section 4(b) of this
      Agreement, other than an isolated, insubstantial, and inadvertent failure not
      occurring in bad faith and which is remedied by the Company promptly after
      receipt of notice thereof given by the Executive;




(iii)
      the
      Company’s reduction of the Executive’s Annual Base Salary, Annual Bonus,
      Opportunities, Retirement Benefits or Welfare Benefits without
      Cause;




(iv)
      the
      Company’s failure to continue in effect any Incentive Compensation Plan (other
      than equity-based plans), Retirement Plan or Savings Plan in which Executive
      was
      eligible to participate on the Change of Control Date, unless an equitable
      on-going substitute or alternative plan applicable to the Executive was
      previously adopted by the Company;




(v)
      the
      Company's requiring the Executive to be based at any office or location other
      than as provided in Section 4(a)(i)(B) hereof or the Company's requiring the
      Executive to travel on Company business to a substantially greater extent than
      required immediately prior to the Change of Control Date;




(vi)
      any
      purported termination by the Com-pany of the Executive's employment otherwise
      than as expressly permitted by this Agreement; or




(vii)
      any
      failure by the Company to comply with and satisfy Section 14(c) of this
      Agreement.




For
      purposes of this Section 5(c), any good faith determination of Good Reason
      made
      by the Executive will be conclusive. Notwithstanding any other provision of
      this
      Agreement, the Executive’s resignation or termination for any reason whatsoever
      during the 12-month period following the Change of Control Date will be deemed
      to be a termination for Good Reason for all purposes of this
      Agreement.




The
      Executive’s continued employment during the Employment Period will not
      constitute and will not deemed to be consent to or a waiver of rights with
      respect to any fact or circumstance constituting grounds for the Executive’s
      termination of his or her employment pursuant to this Section 5(c).












(d) Executive’s
      Right To Terminate During Disability .
      The
      Executive’s Disability during the Employment Period will not end or otherwise
      impair his or her right to terminate his or her employment with the Company
      based on any fact or circumstance constituting grounds for such termination
      pursuant to Section 5(c).




(e) Notice
      of Termination .
      Any
      termination by the Company for Cause, or by the Executive for Good Reason,
      will
      be communicated by Notice of Termination to the other party hereto given in
      accordance with Section 12(b) of this Agreement. The failure by the Executive
      or
      the Company to set forth in the Notice of Termination any fact or circumstance
      which contributes to a showing of Good Reason or Cause will not waive any right
      of the Executive or the Company, respectively, hereunder or preclude the
      Executive or the Company, respectively, from asserting such fact or
      circum-stance in enforcing the Executive's or the Company's rights hereunder.




6.  Obligations
      of the Company Upon Termination .




(a) Good
      Reason; Other Than for Cause, Death or Disability .
      If,
      during the Employment Period, the Company termi-nates the Executive's employment
      other than for Cause or Disability or the Executive terminates employment for
      Good Reason:




(i)
      the
      Company will pay to the Executive the sum of the following amounts:




A.
      the
      sum of (1) the Executive's Annual Base Salary through the Date of Termination
      to
      the extent not theretofore paid, (2) the product of (x) the Annual Bonus, and
      (y) a fraction, the numerator of which is the number of days in the current
      fiscal year through the Date of Termination, and the denominator of which is
      365, in each case to the extent not theretofore paid and (3) any compensation
      previously deferred by the Executive (together with any accrued interest or
      earnings thereon), any awards under the Management Incentive Compensation Plan
      or any comparable or successor plan and any accrued vacation pay, in each case
      to the extent not theretofore paid (the sum of the amounts described in clauses
      (1), (2), and (3) shall be hereinafter referred to as the "Accrued
      Obligations"); and




B.
      The
      lump sum cash amount equal to the product of (1) three and (2) the sum of (x)
      the Executive's Annual Base Salary and (y) the Annual Bonus, or if higher,
      any
      bonus paid with respect to any fiscal year during the Employment Period;
      and




C.
      Utilizing actuarial assumptions no less favorable to the Executive than those
      in
      effect immediately prior to the Change of Control Date, a lump sum cash amount
      equal to the excess of (a) the actuarial equivalent of the benefit under the
      Company's Retirement Plan and SERP which the Executive would receive if the
      Executive's employment continued for two years after the Date of Termination
      assuming for this purpose that all accrued benefits are fully vested, and,
      assuming that the Executive's compensation in each of the two years is that
      required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial
      equivalent of the Executive's actual benefit (paid or payable), if any, under
      the Retirement Plan and the SERP as of the Date of Termination;












(ii)
      for
      two years after the Executive's Date of Termination, or such longer period
      as
      may be provided by the terms of the appropriate Welfare Benefit Plan, the
      Company will continue benefits to the Executive and/or the Executive's family
      at
      least equal to those which would have been provided to them in accordance with
      the Welfare Benefit Plans described in Section 4(b)(iv) of this Agreement if
      the
      Executive's employment had not been terminated or, if more favorable to the
      Executive, as in effect generally at any time thereafter with respect to other
      peer executives of the Company and their families, provided, however, that
      if
      the Executive becomes reemployed with another employer and is eligible to
      receive medical or other welfare benefits under another employer’s plan, the
      Welfare Benefits described in this Section 6(c)(ii) will be secondary to those
      provided under such other plan during such applicable period of eligibility.
      For
      purposes of determining eligibility (but not the time of commencement of
      benefits) of the Executive for Retirement Benefits, the Executive will be
      considered to have remained employed by the Company until two years after the
      Date of Termination and to have retired on the last day of such period. At
      the
      termination of the medical and dental benefits described in this Section
      4.2(b)(ii), the Executive and his or her family will be entitled to continuation
      coverage pursuant to IRC Section 4980B, ERISA Sections 601-608 and under any
      other applicable law as if the Termination Date was the date on which such
      medical and dental benefits expired. In the event you are ineligible under
      the
      terms of such benefit plans or programs to continue to be so covered, the
      Company will provide you with substantially equivalent coverage through other
      sources or will provide you with a lump-sum payment in such amount that, after
      all income taxes on that amount, will be equal to the cost of providing yourself
      such benefit coverage. The lump sum will be determined on a present value basis
      using the interest rate provided in IRC Section 1274(b)(2)(B) as of the Date
      of
      Termination.




(iii)
      the
      Company will, at its sole expense and up to the end of the second calendar
      year
      after the calendar year containing the Date of Termination, provide the
      Executive with reasonable outplacement services the scope and provider of which
      will be selected by the Executive in his or her sole discretion;
      and




(iv)
      subject to Section 9(b), the Company will pay or provide to the Executive any
      other amounts or benefits required to be paid or provided or which the Executive
      is eligible to receive under any plan, program, policy, or practice or contract
      or agreement of the Company (such other amounts and benefits will be hereinafter
      referred to as the " **Other
      Benefits** ").




(b) Death .
      If the
      Executive's employment is terminated by reason of the Executive's death during
      the Employment Period, this Agreement will terminate without further obligations
      to the Executive's legal representatives under this Agreement, other than for
      payment of Accrued Obligations and the timely payment or provision of Other
      Benefits. Accrued Obligations will be paid to the Executive's estate or
      beneficiary, as applicable, in a lump sum in cash. With respect to the provision
      of Other Benefits, the term Other Benefits as utilized in this Section 6(b)
      will
      include, without limitation, and the Executive's estate and/or beneficiaries
      will be entitled to receive, benefits at least equal to the most favorable
      benefits provided by the Company to the estates and beneficiaries of peer
      executives of the Company and such affiliated companies under such plans,
      programs, practices, and policies relating to death benefits, if any, as in
      effect with respect to other peer executives and their beneficiaries at any
      time
      during the 120-day period immediately preceding the Change of Control Date
      or,
      if more favorable to the Executive's estate and/or the Executive's
      beneficiaries, as in effect on the date of the Executive's death with respect
      to
      other peer executives of the Company and their beneficiaries.




(c) Disability .
      If the
      Executive's employment is terminated by reason of the Executive's Disability
      during the Employment Period, this Agreement will terminate with-out further
      obligations to the Executive, other than for payment of Accrued Obligations
      and
      the timely payment or provision of Other Benefits. Accrued Obligations will
      be
      paid to the Executive in a lump sum in cash. With respect to the provision
      of
      Other Benefits, the term Other Benefits as utilized in this Section 6(c) will
      include, and the Executive will be entitled after the Disability Effective
      Date
      to receive, disability and other benefits at least equal to the most favorable
      of those generally provided by the Company to disabled executives and/or their
      families in accordance with such plans, programs, practices, and policies
      relating to disability, if any, as in effect generally with respect to other
      peer executives and their families at any time during the 120-day period
      immediately preceding the Change of Control Date or, if more favorable to the
      Executive and/or the Executive's family, as in effect at any time thereafter
      generally with respect to other peer executives of the Company and their
      families.












(d) Cause;
      Other than for Good Reason .
      If the
      Executive's employment is terminated for Cause during the Employment Period
      or
      if the Executive volun-tarily terminates employment during the Employment
      Period, excluding a termination for Good Reason, this Agreement will terminate
      without further obligations to the Executive other than the obligation to pay
      to
      the Executive the sum of (x) his or her Annual Base Salary through the Date
      of
      Termination, (y) the amount of any compensation previously deferred by the
      Executive, and (z) Other Benefits, in each case to the extent theretofore
      unpaid. In such case, all Accrued Obligations will be paid to the Executive
      in a
      lump sum in cash.




7.  Conditional
      Cap On Payments .




(a)
      Subject to Section 7(b), if it is determined that any payment or distribution
      in
      the nature of Section 280G Compensation by the Company to or for the benefit
      of
      the Executive (whether paid or payable or distributed or distributable pursuant
      to the terms of this Agreement or otherwise, but determined without regard
      to
      any additional payments required under this Section 7) (a " **Payment** ")
      would
      constitute an **Excess
      Parachute Payment** and,
      but
      for this Section 7, would be subject to Excise Tax, then such Payments will
      be
      reduced to the Reduced Amount but only if, by reason of such reduction, the
      net
      after-tax benefit to the Executive exceeds the net after-tax benefit which
      would
      be received by the Executive if no such reduction was made. For the purposes
      of
      this Section 7, the term “ **net
      after-tax benefit”** means
      (i)
      the total Payments the Executive receives or is entitled to receive that would
      constitute Parachute Payments less (ii) the amount of all federal, state and
      local income and employment taxes payable by the Executive with respect to
      the
      total Payments calculated at the highest marginal income tax rate for each
      year
      in which the Payments will be paid to the Executive (based on the rate in effect
      for such year as set forth in the IRC as in effect at the time of the first
      Payment), less (iii) the Excise Taxes imposed by IRC Section 4999 with respect
      to the Payments. Unless the Executive elects another reduction method by giving
      written notice thereof to the Company prior to the Change of Control Date,
      the
      Company will reduce the Payments to the Reduced Amount by first reducing
      Payments that are not payable in cash and then by reducing cash Payments. Only
      amounts payable under this Agreement that are Section 280G Compensation and
      are
      contingent on a Section 280G Change of Control will be reduced pursuant to
      this
      Section 7(a).




(b)
      All
      determinations required to be made under this Section 7, including whether
      and
      when Payments will be reduced to the Reduced Amount and the amount of such
      reduction and the assumptions to be utilized in arriving at such determination,
      will be made by the Accounting Firm which will provide detailed supporting
      calculations both to the Company and the Executive within 15 business days
      of
      the receipt of notice from the Company that there will be a Payment, or at
      such
      earlier time as the Company may request. In the event that the Accounting Firm
      is serving as accountant or auditor for the individual, entity, or group
      effecting the Change of Control, the Executive will appoint another independent
      certified accounting firm to make the determinations required hereunder. All
      fees and expenses of the Accounting Firm will be borne solely by the Company.
      Subject to Section 7(c), the Accounting Firm’s determination will be conclusive
      and binding upon the Company and the Executive.




(c)
      If
      the IRS determines that Executive is liable for Excise Tax as a result of
      receipt of a Payment, Executive will be obligated to pay to the Company the
      smallest such amount, if any, as is required to be paid to the Company so that
      the Executive’s net proceeds with respect to any Payments (after taking the
      payment of the Excise Tax on such Payments) is maximized (the “ **Repayment
      Amount** ”);
      provided, however, that the Repayment Amount will be zero if a Repayment Amount
      greater than zero would not eliminate the Excise Tax imposed on such Payment.
      If
      the Repayment Amount is greater than zero, the Executive will pay that amount
      within 30 days of the date that the Executive enters into a binding agreement
      with the IRS as to the amount of the Executive’s Excise Tax liability or within
      30 days of receiving a final determination by the IRS or a court of competent
      jurisdiction requiring the Executive to pay the Excise Tax with respect to
      a
      Payment from which no appeal is available or is timely taken. If the Excise
      Tax
      is not eliminated through the payment of the Repayment Amount, the Executive
      will pay the Excise Tax.












8. Timing
      of Payments Due To Executive; Taxes.




(a)
      Subject to Section 8(b) of this Agreement, payments to be made by the Company
      to
      the Executive or his or her legal representative, estate or beneficiary under
      Section 6(a)(i) of this Agreement will be made not later than 30 days after
      the
      Date of Termination. All other payments to be made by the Company to the
      Executive or his or her legal representative, estate or beneficiary pursuant
      to
      this Agreement will be made at the time and in the manner specified herein
      or in
      the applicable Plan.





(b)
      Notwithstanding anything to the contrary in this Agreement, any cash payments
      (other than Accrued Obligations) due to the Executive under this Agreement
      on or
      within the 6-month period following the Executive’s termination will accrue
      during such 6-month period and will become payable in a lump sum cash payment
      on
      the date 6 months and 1 business day following the Date of Termination,
      provided, however, that such payments will be made earlier (at the times and
      in
      the manner specified in Section 8(a)) if the Executive advises the Company
      in
      writing that, after consulting with his or her legal and tax advisers, the
      Executive has determined that such earlier payment will not result in the
      imposition of the tax described in IRC Section 409A. In addition, this Agreement
      will be deemed amended to the extent necessary to avoid imposition of any tax
      or
      income recognition under IRC Section 409A prior to actual payment.







(c)
      If,
      for any reason, the taxes described in IRC Section 409A are imposed with respect
      to payments due to the Executive or his or her legal representative, estate
      or
      beneficiaries, the Executive and his or her legal representative, estate and
      beneficiary are solely responsible for payment of such taxes and any interest
      or
      penalties related thereto. Subject to Section 7, all federal, state, local
      and
      foreign taxes are the sole responsibility of the Executive and his or her legal
      representative, estate or beneficiaries.




(d)
      The
      Company may withhold from any amounts payable under this Agreement such federal,
      state, local or foreign taxes as are required to be withheld pursuant to
      applicable laws and regulations.




9.  Non-exclusivity
      of Rights; No Double Benefits .




(a)
      Subject to Section 9(b), nothing in this Agreement prevents or limits the
      Executive's continuing or future participation in any Plan maintained by the
      Company and for which the Executive may qualify, nor will anything herein limit
      or otherwise affect such rights as the Executive may have under any contract
      or
      agreement with the Company. Amounts which are vested benefits or which the
      Executive is otherwise entitled to receive under any the Company at or
      subsequent to the Date of Termination will be payable in accordance with the
      applicable Plan unless this Agreement provides otherwise.




(b)
      If,
      in addition to this Agreement, another agreement requires the Company to make
      payments or provide other benefits to the Executive as a result of a Change
      of
      Control or, if a Severance Plan requires the Company to make payments or provide
      other benefits to the Executive on termination of the Executive’s employment for
      reasons other than Cause, the Executive will receive the benefits of this
      Agreement if and only the Executive waives in writing all rights to the benefits
      of such other agreement or Severance Plan. The Company shall also have the
      right
      to offset the benefits of this Agreement in the absence of such a waiver.




10.  No
      Offsets .
      Excepted as provided under Section 9(b), the Company's obligation to make the
      payments provided for in this Agreement and otherwise to perform its obligations
      hereunder will not be affected by any set-off, counterclaim, recoupment,
      defense, or other claim, right, or action which the Company may have against
      the
      Executive or others.




11.  Mitigation
      Not Required .
      In no
      event will the Executive be obligated to seek other employment or take any
      other
      action by way of mitigation of the amounts payable to the Executive under any
      of
      the provisions of this Agreement and such amounts will not be reduced whether
      or
      not the Executive obtains other employment.












12.  Compensation
      During Dispute; Legal Fees .




(a)
      Subject to Section 8(b), in the event of a Dispute, the Company will pay the
      Executive fifty percent (50%) of the amounts payable under Section 6 and will
      provide the Executive with all of the benefits specified in Section 6 if, but
      only if, the Executive agrees in writing that, if the Dispute is resolved in
      the
      Company’s favor, the Executive will promptly reimburse the Company for the
      excess payments and benefits together with interest thereon at the rate
      specified in IRC Section 1274(d). If the Dispute is resolved in the Executive’s
      favor, the Company will promptly pay the Executive the amount that was withheld
      during the Dispute together with interest thereon at the rate specified in
      IRC
      Section 1274(d).




(b)
      The
      Company agrees to pay as incurred, to the full extent permitted by law, all
      legal fees and expenses which the Executive may reasonably incur as a result
      of
      any contest (regardless of the outcome thereof) by the Company, the Executive
      or
      others of the validity or enforceability of, or liability under, any provision
      of this Agreement or any guarantee of performance thereof (including as a result
      of any contest by the Executive about the amount of any payment pursuant to
      this
      Agreement), plus in each case interest on any delayed pay-ment at the applicable
      rate set forth in IRC Section 7872(f)(2)(A).




13. At
      Will Employment; Termination .
      The
      Executive and the Company acknowledge and agree that the employment of the
      Executive by the Company is "at will" and the Executive's employment and/or
      this
      Agreement may be terminated by either the Executive or the Company at any time
      prior to the Change of Control Date, in which case the Execu-tive will have
      no
      further rights under this Agreement.




14.  Successors .




(a)
      This
      Agreement is personal to the Executive and without the prior written consent
      of
      the Company cannot be assigned or otherwise transferred by the Executive except
      by will or the laws of descent and distribution. This Agreement will inure
      to
      the benefit of and be enforceable by the Executive's legal representatives,
      estate and beneficiaries.




(b)
      This
      Agreement will inure to the benefit of and be binding upon the Company, its
      Successors and assigns.




(c)
      The
      Company will require any Successor to expressly assume and agree to perform
      this
      Agreement in the same manner and to the same extent that the Company would
      be
      required to perform it if no Change of Control had occurred.




15. Confidential
      Information .
      The
      Executive will hold in a fiduciary capacity for the benefit of the Company
      all
      secret or confidential information, knowledge, or data relating to the Company,
      and their respective businesses, which will have been obtained by the Executive
      during the Executive's employment by the Company and which will not be or become
      public knowledge (other than by acts by the Executive or representatives of
      the
      Executive in violation of this Agreement). After termination of the Executive's
      employment with the Company, the Executive will not, without the prior written
      consent of the Company or as may otherwise be required by law or legal process,
      communicate or divulge any such information, knowledge, or data to anyone other
      than the Company and those designated by it. In no event will an asserted
      violation of the provisions of this Section 15 constitute a basis for deferring
      or withholding any amounts otherwise payable to the Executive under this
      Agreement.












16.  Miscellaneous .




(a)
      This
      Agreement will be governed by and construed in accordance with the laws of
      the
      State of Delaware, without reference to principles of conflict of
      laws.




(b)
      No
      suit, action, proceeding or claim arising under or by reason of this Agreement
      may be brought by any party or any third party in any place other than the
      state
      or federal courts located in Seattle, Washington. The parties irrevocably
      consent to the jurisdiction and venue of such courts in connection with any
      such
      suit, action, proceeding or claim.




(c)
      The
      captions of this Agreement are not part of the provisions hereof and will have
      no force or effect. This Agreement may not be amended or modified otherwise
      than
      by a written agreement executed by the parties hereto or their respective
      successors and legal representatives.




(d)
      All
      notices and other communications hereunder will be in writing and will be given
      by hand delivery to the other party or by registered or certified mail, return
      receipt requested, postage prepaid, addressed as follows:












If
      to the
      Executive:  ________________


________________


________________


________________




If
      to the
      Company:  Intermec,
      Inc.


Attention:
      SVP and Chief Financial Officer


6001
      36 th Avenue
      West


Everett,
      WA 98203-1264





With
      a
      copy to:  Intermec,
      Inc.


Attention:
      SVP, General Counsel and Secretary


6001
      36 th Avenue
      West


Everett,
      WA 98203-1264




or
      to
      such other address as either party will have furnished to the other in writing
      in accordance herewith. Notice and communications will be effective when
      actually received by the addressee.




(e)
      The
      invalidity or unenforceability of any provision of this Agreement will not
      affect the validity or enforceability of any other provision of this
      Agreement.




(f)
      The
      Executive's or the Company's failure to insist upon strict compliance with
      any
      provision of this Agreement or the failure to assert any right the Executive
      or
      the Company may have hereunder, including, without limitation, the right of
      the
      Executive to terminate employment for Good Reason pursuant to Section
      5(c)(i)-(vii) of this Agreement, will not be deemed to be a waiver of such
      provision or right or any other provision or right of this
      Agreement.




(g)
      This
      Agreement supercedes the Original Agreement in its entirety. Furthermore, this
      Agreement constitutes a single, integrated contract expressing the entire
      agreement of the parties with respect to the subject matter hereof and
      supercedes all prior or contemporaneous oral and written agreements and
      discussions with respect to the subject matter hereof and, except as explicitly
      set forth herein, there are no other agreements, written or oral, express or
      implied between the parties with respect to the subject matter of this
      Agreement.




**IN
      WITNESS WHEREOF** ,
      the
      Executive has hereunto set the Executive's hand and, pursuant to the
      authorization from its Board of Directors, the Company has caused these presents
      to be executed in its name on its behalf, all as of the day and year first
      above
      written.









[Executive]







**Intermec,
      Inc.**





By


Lanny
      H.
      Michael


Senior
      Vice President and