exhibit10_25.htm


    Exhibit 10.25

      INTERMEC,
INC.

       

      EXECUTIVE
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 those executive
officers and other key management personnel (the "Executives") who have been
designated as participants in the Company's Change of Control Severance Plan
effective as of 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 Executives, 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 Executive's employment is terminated by the Company or a successor
company without Cause or if the Executive 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" 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 of Directors or the Chief Executive
Officer of the Company that 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 that is materi­ally and
demonstrably injurious to the Company.

       

       

      For
purposes of this provision, no act or failure to act, on the part of the
Executive, shall be considered "willful" unless it is done, or omitted to be
done, by the Executive in bad faith or without reasonable belief that the
Executive'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 shall 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 shall not be deemed to be for Cause unless and
until there shall 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 clause (i) or (ii) above, and specifying the
particulars thereof in detail.

       

      (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 Executive:

       

      (A) A
material diminution in the Executive's base compensation.

       

      (B) A
material diminution in the Executive's authority, duties, or
responsibilities.

       

      (C) A
material diminution in the authority, duties or responsibilities of the
supervisor to whom the Executive is required to report, including a requirement
that the Executive report to a corporate officer or employee instead of
reporting directly to the Board.

       

      (D) A
material diminution in the budget over which the Executive retains
authority.

       

      (E) A
material change in the geographic location at which the Executive 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 Executive's employment shall
not be for Good Reason unless (A) the Executive notifies the Company or any
successor in writing of the occurrence or existence of the event or condition
that the Executive 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 Executive 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 Executive 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 Executive's termination
shall not be considered to be for Good
Reason.