q28kexhibit.htm


    Exhibit
10.1

     

    
      DIRECTOR
COMPENSATION PROGRAM UNDER THE

      INTERMEC,
INC. 2008 OMNIBUS INCENTIVE PLAN

      (Amended
and Restated as of July 16, 2009)

       

      The
following provisions set forth the terms of the compensation program (the "Program") for nonemployee
directors of Intermec, Inc. (the "Company") under the Intermec,
Inc. 2008 Omnibus Incentive Plan (the "Plan").  The
following terms are intended to supplement, not alter or change, the provisions
of the Plan, and in the event of any inconsistency between the terms contained
herein and in the Plan, the Plan shall govern.  All capitalized terms
that are not defined herein shall be as defined in the Plan.

       

      1.           Eligibility

       

      Each
director of the Company elected or appointed to the Board who is not otherwise
an officer or employee of the Company or a Related Company (a "Director") shall be eligible
to receive the Awards set forth in the Program.

       

      2.           Option
Grants

       

      (a)           Timing
and Number of Shares Subject to Option Grants

       

      (i)           Annual Option
Grants.  Immediately after the 2008 Annual Meeting of
Stockholders and at each Annual Meeting of Stockholders thereafter, each
Director shall automatically be granted a Nonqualified Stock Option to purchase
shares of Common Stock with a Black-Scholes value of $80,000, with any
fractional share rounded to the nearest whole share (0.5 to be rounded up)
(each, an "Annual Option
Grant").

       

      (ii)           Initial Option
Grants.  Any person who becomes a Director at any time of the
year other than the date of the Annual Meeting of Stockholders shall
automatically be granted a Nonqualified Stock Option to purchase shares of
Common Stock for a pro rata portion of the value of the most recent preceding
Annual Option Grant, based on the time remaining in the one-year period
following the date of the previous Annual Meeting of Stockholders, such grant to
be effective on the date he or she becomes a Director (an "Initial Option
Grant").

       

      (iii)           Makeup Option
Grants.  Immediately after the 2008 Annual Meeting of
Stockholders, each Director shall automatically be granted a Nonqualified Stock
Option to purchase shares of Common Stock for a pro rata portion of the value of
the Annual Option Grant made on the same date, based on the time between January
1, 2008 and the date of the 2008 Annual Meeting of Stockholders (each, a "Makeup Option
Grant").

       

      (b)           Exercise Price of
Options.

       

      Annual
Option Grants, Initial Option Grants and Makeup Option Grants shall have a per
share exercise price equal to the Fair Market Value of the Common Stock on the
Grant Date of the Option.

       

      (c)           Option
Vesting and Exercisability

       

      Options
granted at the Annual Meeting of Stockholders shall vest and become exercisable
in four equal installments (subject to adjustment for fractional shares) on the
first business day of each fiscal quarter of the Company, beginning on the Grant
Date.  Options granted on a day other than the date of the Annual
Meeting of Stockholders shall vest and become exercisable in equal installments
(subject to adjustment for fractional shares) on the Grant Date and the first
business day of each fiscal quarter of the Company, if any, that occurs up to,
and including, the first quarter of the year in which the next Annual Meeting of
Stockholders occurs.  Notwithstanding the forgoing, Makeup Option
Grants made pursuant to Section 1(a)(iii) shall vest and become exercisable in
three installments (subject to adjustment for fractional shares) on the first
business day of each fiscal quarter of the Company, beginning on the Grant
Date.  The first installment will be equal to one half of the Makeup
Option Grant; the second and third installments will be equal to one quarter of
the Makeup Option Grant.


      
        
           


        

        
           


          
          

        

        
           


        

      

      (d)           Term
of Options

       

      Each
Option shall expire seven years from the Grant Date thereof, but shall be
subject to earlier termination as follows:

       

      (i)           In
the event that a Director ceases to be a Director of the Company for any reason
other than the death of the Director, the unvested portion of any Option granted
to the Director shall terminate immediately, and the vested portion of the
option may be exercised by the Director only within three years after the date
he or she ceases to be a Director of the Company or prior to the date on which
the Option expires by its terms, whichever is earlier.

       

      (ii)           In
the event of the death of a Director, the unvested portion of any Option granted
to the Director shall become fully vested and exercisable, and the option may be
exercised only within three years after the date of death of the Director or
prior to the date on which the Option expires by its terms, whichever is
earlier, by the personal representative of the Director's estate, the person(s)
to whom the Director's rights under the option have passed by will or the
applicable laws of descent and distribution, or any beneficiary designated
pursuant to Section 13 of the Plan.

       

      (e)           Exercise
of Options

       

      Options
shall be exercised by giving the required notice to the Company (or a brokerage
firm designated or approved by the Company), stating the number of shares of
Common Stock with respect to which the Option is being exercised, accompanied by
payment in full for such Common Stock, which payment may be, to the extent
permitted by applicable laws and regulations, in whole or in part, (a) in cash
or check; (b) by having the Company withhold shares of Common Stock 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; (d) by tendering (either actually or by attestation) shares of
Common Stock owned by the Director that have an aggregate Fair Market Value
equal to the aggregate exercise price of the shares being purchased under the
Option; (e) if and so long as the Common Stock is registered under the Exchange
Act, by delivery of a properly executed exercise notice, together with
irrevocable instructions to a broker, to promptly deliver to the Company the
amount of proceeds to pay the exercise price, all in accordance with the
regulations of the Federal Reserve Board.

       

      3.           Restricted
Deferred Stock Unit Grants

       

      (a)           Timing
and Number of Restricted Deferred Stock Units

       

      (i)           Annual Restricted Deferred Stock Unit
Grants.  Immediately after the 2008 Annual Meeting of
Stockholders, and at each Annual Meeting of Stockholders thereafter, each
Director shall automatically be granted restricted deferred stock units with a
value of $80,000, based on the Fair Market Value of the Common Stock on the
Grant Date, with any fractional share rounded to the nearest whole share (0.5 to
be rounded up) (each, an "Annual Restricted Deferred Stock Unit
Grant"); provided, that any person who becomes a Director at any time of
the year other than the date of the Annual Meeting of Stockholders shall receive
a pro rata portion of the value of the most recent preceding Annual Restricted
Deferred Stock Unit Grant, based on the time remaining in the one-year period
following the date of the previous Annual Meeting of Stockholders, such grant to
be effective on the date he or she becomes a Director.


      
        
           


        

        
           


          
          

        

        
           


        

      

       

      (ii)           Makeup Restricted Deferred Stock Unit
Grant.  Immediately after the 2008 Annual Meeting of
Stockholders, each Director shall automatically receive a pro rata portion of
the value of the Annual Restricted Deferred Stock Unit Grant made on the same
date, based on the time between January 1, 2008 and the date of the 2008 Annual
Meeting of Stockholders.

       

      (b)           Mandatory
Deferrals of Restricted Deferred Stock Units

       

      All
restricted deferred stock unit grants that Directors are entitled to receive
under the Program shall automatically be deferred into and shall be subject to
the terms and conditions of the Company's Director Deferred Compensation Plan or
any similar successor plan thereto (the "Deferred Compensation
Plan").

       

      (c)           Vesting
of Restricted Deferred Stock Units

       

      All
restricted deferred stock unit awards granted under the Program shall be fully
vested as of the date of the next Annual Meeting of Stockholders following the
Grant Date, assuming the Director's continued service on the Board during such
period.  In the event of a Director's termination of service prior to
the vesting of restricted deferred stock units, such units shall automatically
be forfeited to the Company.

       

      4.           Terms
and Conditions of Payment of Fees

       

      (a)           Retainer
Fees

       

      There
shall automatically be granted each year to each Director retainer fees of
$40,000.  In addition, a non-executive Director serving as Chairman of
the Board shall be paid an additional retainer of $150,000 for the twelve month
period ending June 30, 2008 and $120,000 for the twelve month period thereafter
ending June 30, 2009.  During each of the foregoing periods, this
additional retainer payable to the Chairman of the Board shall automatically be
deferred into a stock account under the Deferred Compensation
Plan.  After June 30, 2009, a non-executive Director serving as
Chairman of the Board shall be paid an additional annual retainer of
$80,000.  In addition, the Chairs of the Audit and Compliance
Committee, Compensation Committee and Governance and Nominating Committee shall
each be paid an additional annual retainer of $15,000, $10,000 and $10,000,
respectively; provided that, during the period July 1, 2007 through June 30,
2009, the Chairman of the Board, when also acting in the capacity of the Chair
of the Governance and Nominating Committee, shall not receive any additional
retainer..  For the avoidance of doubt, after June 30, 2009, the
Chairman of the Board, when also acting in the capacity of the Chair of the
Governance and Nominating Committee, shall also be eligible to receive the
additional retainer for his or her service as Chair of such
Committee.

       

      (b)           Meeting
Fees

       

      Each
Director shall automatically receive an attendance fee of $2,000 for his or her
attendance at the following meetings:

       

      (i) each
physical or telephonic meeting of a committee of the Board of which that
Director is a member;

       

      (ii) each
physical or telephonic meeting of the Board; and

       

      (iii)
each special meeting, physical or telephonic, of a committee of the Board
of which that Director is not a member, if his or her attendance is required for
the business of such meeting.


      
        
           


        

        
           


          
          

        

        
           


        

      

      (c)           Payment
of Fees

       

      Except as
otherwise set forth above, all retainer fees and meeting fees shall be paid in
cash quarterly, after the end of the quarter in which
earned.  Notwithstanding the foregoing and except as otherwise set
forth above, Directors may elect to receive any retainer fees and meeting fees
in shares of Common Stock in accordance with Section 4(d) below or may defer
retainer fees and meeting fees into cash or stock accounts under the Deferred
Compensation Plan.

       

      (d)           Share
Election and Issuance of Shares

       

      (i)           Share Election.  A
Director may make a share election ("Share Election") to receive in
the form of Common Stock all of his or her retainer fees or meeting fees earned
in each calendar year that are otherwise payable in cash.  The shares
of Common Stock (and cash in lieu of fractional shares) issuable pursuant to a
Share Election shall be issued quarterly in accordance with Section
4(d)(ii).  The Share Election must be in writing and delivered to the
Secretary of the Company on or prior to December 31 of the calendar year
preceding the calendar year in which the applicable retainer fees or meeting
fees are to be earned; provided, however, that any Director who commences
service on the Board on or subsequent to January 1 of a calendar year may make a
Share Election during the 30-day period immediately following the commencement
of his or her directorship.  A Share Election, once made, shall be
irrevocable for the calendar year with respect to which it is made and shall
remain in effect for future calendar years, unless revoked in writing or
modified by a subsequent Share Election with respect to future calendar
years.  Such subsequent Share Election must be made on or prior to
December 31 of the calendar year preceding the calendar year in which such
revocation shall take effect and in accordance with the provisions
hereof.

       

      (ii)           Issuance of
Shares.  Shares of Common Stock issuable to a Director pursuant
to this Section 4 shall be issued to such Director on the first business day
following the end of each calendar quarter.  The total number of
shares of Common Stock to be issued shall be determined by dividing (x) the
dollar amount of the Director's retainer fees and meeting fees for the preceding
calendar quarter to which a Share Election applies by (y) the Fair Market Value
of the Common Stock on the date such retainer fees or meeting fees would
otherwise have been paid in cash.  In no event shall the Company be
required to issue fractional shares.  In the event that a fractional
share of Common Stock would otherwise be required to be issued, an amount in
lieu thereof shall be paid in cash based on the Fair Market Value of such
fractional share on the last business day of the preceding calendar
quarter.

       

      5.           Change
of Control

       

      Upon a
Change of Control, (a) all Options outstanding as of the date of such Change of
Control, and which are not then exercisable and vested, shall immediately become
fully exercisable and vested; (b) the restrictions applicable to any restricted
deferred stock unit grants shall lapse, and such restricted deferred stock unit
grants shall become free of all restrictions and become fully vested and
transferable; and (c) fees earned in respect of the calendar quarter in which
the Change of Control occurs shall be paid in cash as soon as
practicable.

       

      6.           Amendment

       

      The Board
may amend the provisions contained herein in such respects as it deems
advisable.  Any such amendment shall not, without the consent of the
Director, impair or diminish any rights of a Director or any rights of the
Company under an Award.

       

      Provisions
of the Plan (including any amendments) not discussed above, to the extent
applicable to Directors, shall continue to govern the terms and conditions of
Awards granted to Directors.


      
        
           


        

        
           


          
          

        

        
           


        

      

       

      ADDENDA TO THE DIRECTOR
COMPENSATION PROGRAM UNDER THE INTERMEC, INC. 2008 OMNIBUS
INCENTIVE PLAN

       

      AMENDMENT
NO. 1 TO THE

      DIRECTOR
COMPENSATION PROGRAM UNDER THE

      INTERMEC,
INC. 2008 OMNIBUS INCENTIVE PLAN

       

      The
Director Compensation Program under the Intermec, Inc. 2008 Omnibus Incentive
Plan (the "Program")
is hereby amended by adding the following addendum:

       

      Notwithstanding
any other provision in the Program to the contrary, all retainer and meeting
fees payable pursuant to the Program for services performed during the
twelve-month period ending December 31, 2009 shall be reduced by ten
percent.

       

      In all
other respects, the Program is hereby ratified and confirmed.  The
effective date of this amendment is January 1, 2009.

       

      AMENDMENT
NO. 2 TO THE

      DIRECTOR
COMPENSATION PROGRAM UNDER THE

      INTERMEC,
INC. 2008 OMNIBUS INCENTIVE PLAN

       

      The
Director Compensation Program under the Intermec, Inc. 2008 Omnibus Incentive
Plan (the "Program")
is hereby amended by adding the following addendum:

       

      Notwithstanding
any other provision in the Program to the contrary, the value of the Annual
Option Grants made at the May 27, 2009 Annual Meeting of Stockholders in
accordance with Section 2(a)(i) of the Program shall be $60,000, and the value
of the Annual Restricted Deferred Stock Unit Grants made at the May 27, 2009
Annual Meeting of Stockholders in accordance with Section 3(a)(i) of the Program
shall be $60,000.

       

      In all
other respects, the Program is hereby ratified and confirmed.  The
effective date of this amendment is May 26, 2009.