exhibit10_26.htm


    Exhibit 10.26

      INTERMEC,
INC.

       

      STANDARD
CHANGE OF CONTROL POLICY

       

      FOR
2008 OMNIBUS INCENTIVE PLAN

       

      Effective:
January 7, 2009

       

      1.           General. The Compensation
Committee of the Board of Directors adopted the policy set forth herein (the
"Policy") on behalf of the Company. The Policy applies to employees (the
"Participants") other than those covered by the Executive Change of Control
Policy for the 2008 Omnibus Incentive Plan effective January 7, 2009. The
purpose of the Policy is to establish the treatment of equity awards granted
under the Company's 2008 Omnibus Incentive Plan (the "2008 Plan") in the event
of a Change of Control (as defined herein). Pursuant to Section 14.2 of the 2008
Plan, the Policy shall be incorporated into and shall become a term of the
instrument evidencing any Award granted under the 2008 Plan to the Participants,
and shall otherwise supersede the provisions of the first paragraph of Section
14.2(a) and Section 14.2(b) of the 2008 Plan.

       

      2.           Treatment of Awards Other Than
Performance-Vested Awards. If an Award (other than Awards identified in
paragraph 3 below) continues after a Change of Control, the Award, including any
Award that results from the conversion, assumption or replacement of the Award
in connection with the Change of Control, will not become fully and immediately
vested and exercisable, and all applicable restriction limitations or forfeiture
provisions will not lapse, immediately prior to the Change of Control; provided,
however, that such Awards will become fully and immediately vested and
exercisable if, in connection with or within two years after the Change of
Control, the Participant's employment is terminated by the Company or a
successor company without Cause or if the Participant terminates his or her
employment for Good Reason.

      


      3.           Treatment of Performance-Vested
Awards.  The target payout opportunities attainable under all
outstanding Stock Awards and Stock Units with restrictions based on performance
criteria, Performance Shares, and Performance Units will be deemed to have been
fully earned based on targeted performance being attained as of the effective
date of a Change of Control, except that if more than 50% of the applicable
performance period has elapsed as of the effective date of a Change of Control,
the Award will be deemed to have been earned based on the actual performance
attained as of the effective date of the Change of Control, and, in either case,
such Awards shall be paid within 60 days following the effective date of the
Change of Control.

      


      4.           Definitions.  For
purposes of the Policy, the following terms shall have the meanings set forth
below:

      


      (a)           "Cause" shall have the meaning set
forth in the 2008 Plan.

       

      (b)           "Change of
Control" of the
Company shall be deemed to have occurred as of the first day that any one or
more of the following conditions shall have been satisfied:

       

      (i) 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 (A) the then
outstanding shares of common stock of the Company (the "Outstanding Company
Common Stock") or (B) 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: (A) 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,
(B) any acquisition by the Company, (C) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company, or (D) any
acquisition by any Person pursuant to a transaction that complies with clauses
(A), (B) and (C) of Section 4(b)(iii); or

       

      (ii) During any consecutive 24-month
period, the individuals who, at the beginning of such period, 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 such period 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

       

      (iii) 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 (A) all or
sub­stantially 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 shall
beneficially own, directly or indirectly, more than 50% 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 that 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, (B) 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) shall beneficially own, directly or indirectly,
30% 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 (C)
at least a majority of the members of the board of directors of the corporation
resulting from such Business Combination shall 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

       

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

       

      (c)          "Good
Reason" means "good reason" within the meaning of the safe harbor under
Section 1.409A-1(n)(2)(ii) of the Treasury Regulations promulgated under Code
Section 409A, providing that:

       

      (i)
Separation from service must occur within two years following the initial
existence of one or more of the following conditions arising without the consent
of the Participant:

       

      (A) A
material diminution in the Participant's base compensation; provided, however,
that termination of the Participant's employment shall not be for Good Reason if
the diminution in the Participant's base compensation is applied equally to all
similarly situated employees.

       

      (B) A
change in the geographic location at which the Participant must perform the
services.

       

      (F) The
failure of the Company to obtain a satisfactory agreement from any successor to
the Company to assume and agree to perform the Policy.

       

      (ii)
Notwithstanding the foregoing, termination of the Participant's employment shall
not be for Good Reason unless (A) the Participant notifies the Company or any
successor in writing of the occurrence or existence of the event or condition
that the Participant believes constitutes Good Reason within 90 days of the
initial existence of such event or condition (which notice specifically
identifies the event or condition), (B) the Company or any successor fails to
correct the event or condition so identified in all material respects within 30
days after the date on which it receives such notice (the "Remedial Period"),
and (C) the Participant actually terminates employment within 30 days after the
expiration of the Remedial Period and before the Company or any successor
remedies the event or condition (even if after the end of the Remedial Period).
If the Participant terminates employment before the expiration of the Remedial
Period or after the Company or any successor remedies the event or condition
(even if after the end of the Remedial Period), then the Participant's
termination shall not be considered to be for Good Reason.