exhibit.htm


    INTERMEC,
INC.

     

    CHANGE
OF CONTROL SEVERANCE PLAN

     

    Effective
January 7, 2009

    


     

    Article
1

    Establishment
and Purpose of the Plan

    


     

    1.1          Establishment of the Plan.
Intermec, Inc. (the "Company") hereby establishes its
Change of Control Severance Plan (the "Plan"). The Plan is effective as
of January 7, 2009 (the "Effective
Date").

     

    1.2          Purpose of the Plan. The Plan
is intended to assure that the Company will have the continued dedication of
certain key employees of the Company, notwithstanding the possibility, threat or
occurrence of a Change of Control (as defined below), to diminish the inevitable
distraction of such employees by virtue of the personal uncertainties and risks
created by a pending or threatened Change of Control, to encourage such
employees' full attention and dedication to the Company currently and in the
event of any threatened or pending Change of Control, and to provide such
employees with compensation and benefits arrangements upon a Change of Control
that will satisfy the expectations of the employees and that are competitive
with those of other peer corporations.

     

    Article
2

    Definitions

    


     

    Whenever
used in the Plan, the following terms shall have the meanings set forth
below:

     

    
      	
              (a)  

            	
              "409A Change
      of Control"
      means a Change of Control that also constitutes a change in the ownership
      or effective control of the Company or a sale of a substantial portion of
      the assets of the Company, in accordance with the requirements of Code
      Section 409A(a)(2)(A)(v) and Treasury Regulation Section 1.409A-3(i)(5)
      (or any successor provision).

            


    

     

    
      	
              (b)  

            	
              "Annual Base
      Salary"
      means the salary of record paid to a Participant as annual salary,
      excluding amounts received under incentive or other bonus plans, whether
      or not deferred.

            


    

     

    
      	
              (c)  

            	
              "Annual
      Bonus" has
      the meaning set forth in Section
4.3(b).

            


    

     

    
      	
              (d)  

            	
              "Beneficiary" means the persons or
      entities designated or deemed designated by a Participant pursuant to
      Section 10.2.

            


    

     

    
      	
              (e)  

            	
              "Board" means the Board of
      Directors of the Company.

            


    

     

    
      	
              (f)  

            	
              "Cause"
  means:

            


    

     

    (i) the willful and continued failure
of the Participant to perform substantially the Participant'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 Participant by the Board or the Chief Executive Officer of the
Company that specifically identifies the manner in which the Board or Chief
Executive Officer believes that the Participant has not substantially performed
the Participant's duties, or

     

    (ii) the willful engaging by the
Participant 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
Participant, shall be considered "willful" unless it is done, or omitted to be
done, by the Participant in bad faith or without reasonable belief that the
Participant'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
Participant in good faith and in the best interests of the Company. The
cessation of employment of the Participant shall not be deemed to be for Cause
unless and until there shall have been delivered to the Participant 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 Participant and the
Participant is given an opportunity, together with counsel, to be heard before
the Board), finding that, in the good faith opinion of the Board, the
Participant is guilty of the conduct described in Section 2(f)(i) or (ii), and
specifying the particulars thereof in detail.

     

    
      	
              (g)  

            	
              "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 2(g)(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.

     

    
      	
              (h)  

            	
              "Code" means the United
      States Internal Revenue Code of 1986,
  as amended.

            


    

     

    
      	
              (i)  

            	
              "Committee" means the Compensation
      Committee of the Board, or any other committee appointed by the Board to
      perform the functions of the Compensation
  Committee.

            


    

     

    
      	
              (j)  

            	
              "Company" means Intermec, Inc.
      Company, a Delaware corporation (including any and all subsidiaries), or
      any successor thereto as provided in
  Article 10.

            


    

     

    
      	
              (k)  

            	
              "Disability" means the absence of
      the Participant from the Participant'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 that is determined to be
      total and permanent by a physician selected by the Company or its insurers
      and acceptable to the Participant or the Participant's legal
      representative.

            


    

     

    
      	
              (l)  

            	
              "Dispute" means a disagreement,
      dispute, controversy, suit, action, proceeding or claim arising out of or
      relating to the Plan or the interpretation of the
  Plan.

            


    

     

    
      	
              (m)  

            	
              "Effective
      Date of Termination" means the date on
      which a Qualifying Termination occurs that triggers the payment of
      Severance Benefits under the Plan, as set forth in Section
      4.6.

            


    

     

    
      	
              (n)  

            	
              "Exchange
      Act" means
      the United States Securities Exchange Act of 1934, as
    amended.

            


    

     

    
      	
              (o)  

            	
              "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.

     

     

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

     

     

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

     

     

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

     

     

    (E) A
material 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 Plan, as contemplated in Article
10.

     

     

    (ii)
Notwithstanding any provision in the Plan to the contrary, 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. The Participant may
combine the notice required by this Section 2(o) with the Notice of Termination
required by Section 4.5.

     

    
      	
              (p)  

            	
              "Notice of
      Participation"
      means the Notice of Participation in substantially the form
      attached hereto as Annex
      B, executed by and between the Participant and the Company as a
      condition to the Participant's receipt of the benefits described in
      Section 4.3.

            


    

     

    
      	
              (q)  

            	
              "Notice of
      Termination" has the meaning set
      forth in Section 4.5.

            


    

     

    
      	
              (r)  

            	
              "Other
      Benefits"
      has the meaning set forth in Section
4.3(h).

            


    

     

    
      	
              (s)  

            	
              "Participant" means an employee of
      the Company who fulfills the eligibility and participation requirements
      set forth in Article 3.

            


    

     

    
      	
              (t)  

            	
              "Person" means any individual,
      entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the
      Exchange Act.

            


    

     

    
      	
              (u)  

            	
              "Plan" means this Intermec,
      Inc. Change of Control Severance
Plan.

            


    

     

    
      	
              (v)  

            	
              "Qualifying
      Termination" means any of the
      events described in Section 4.2, the occurrence of which triggers the
      payment of Severance Benefits under
  Section 4.3.

            


    

     

    
      	
              (w)  

            	
              "Release
      Agreement"
      means an agreement, in substantially the form attached hereto in Annex
      A, executed by and between the Participant and the Company as a
      condition to the Participant's receipt of the benefits described in
      Section 4.3.

            


    

     

    
      	
              (x)  

            	
              "Restrictive
      Covenants"
      means the covenants contained in the Invention Agreement, Conflicts of
      Interest Agreement, Non-Disclosure Agreement and Non-Compete Agreement of
      the Company executed by the Participant in connection with the
      Participant's employment.

            


    

     

    
      	
              (y)  

            	
              "Retirement" means early or normal
      retirement under the Company's Retirement Plan for Salaried
      Employees.

            


    

     

    
      	
              (z)  

            	
              "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.

            


    

     

    
      	
              (aa)  

            	
              "SERP" means any excess or
      supplemental retirement plan maintained by the
  Company.

            


    

     

    
      	
              (bb)  

            	
              "Severance
      Benefits"
      means Severance Benefits associated with a Qualifying Termination as
      described in Section 4.3.

            


    

     

    
      	
              (cc)  

            	
              "Severance
      Payment Percentage" means, for each
      Participant, the Severance Payment Percentage set forth in such
      Participant's Notice of
Participation.

            


    

     

    
      	
              (dd)  

            	
              "Welfare
      Benefit Plans" has the meaning set
      forth in Section 4.3(f).

            


    

     

    Article
3

    Participation
and Continuing Eligibility Under the Plan

    


     

    3.1          Eligible Employees.
Individuals eligible to participate in the Plan shall be those persons
who have been identified by the Committee as officers for purposes of Section
16(a) of the Exchange Act and other key management personnel of the Company
selected by the Committee in its sole discretion.

     

    3.2          Participation. The Company
shall notify each eligible employee of his or her selection for participation in
the Plan by a Notice of Participation setting forth the Severance Payment
Percentage for the eligible employee and such other terms, provisions and
conditions not inconsistent with the Plan as shall be determined by the
Committee. Participation shall be effective upon an eligible employee properly
signing and returning a Notice of Participation, unless such notice is waived by
the Committee. Subject to Section 3.3, as well as the remaining terms of the
Plan, Participants shall remain eligible to receive benefits under the Plan
during the term of the Plan.

     

    3.3          Removal From Coverage. In the
event a Participant's job classification is reduced below the minimum level
required for eligibility to continue to be covered by severance protection as
determined at the sole discretion of the Committee, the Committee may remove the
Participant from coverage under the Plan. Removals occurring within six months
prior to a Change of Control, or within two years after a Change of Control,
shall be null and void for purposes of the Plan. A Participant shall also cease
to be a Participant in the Plan upon termination of employment with the Company
other than for a Qualifying Termination.

     

    Article
4

    Severance
Benefits

    


     

    4.1          Right to Severance Benefits.
Participants shall be entitled to receive Severance Benefits from the Company,
as described in Section 4.3, if:

     

    
      	
              (a)  

            	
              The
      Participant's employment with the Company shall end for any reason
      specified in Section 4.2; and

            


    

     

    
      	
              (b)  

            	
              The
      Participant is not (i) reemployed by the Company or any subsidiary or
      affiliate of the Company whether in a salaried, hourly, temporary or
      full-time capacity, (ii) retained as a consultant or contractor by the
      Company or any subsidiary or affiliate of the Company, or (iii) retained
      as a consultant or contractor by an entity acquiring the Company, unless
      the reemployment or retention of such Participant has the prior written
      approval of the Company's Chief Executive Officer or Vice President, Human
      Resources; and

            


    

     

    
      	
              (c)  

            	
              Receipt
      of Severance Benefits shall disqualify the Participant from eligibility to
      receive any other severance benefits from the
  Company.

            


    

     

    4.2          Qualifying Termination. The
occurrence of either of the following events within 24 calendar months following
the effective date of a Change of Control of the Company shall trigger the
payment of Severance Benefits to a Participant under the Plan:

     

    
      	
              (a)  

            	
              An
      involuntary termination of the Participant's employment by the Company,
      authorized by the Company's Committee or Board, Chief Executive Officer or
      Vice President, Human Resources, for reasons other than for Cause
      or

            


    

     

    
      	
              (b)  

            	
              A
      voluntary termination by the Participant for Good
  Reason.

            


    

     

    Anything
in the Plan to the contrary notwithstanding, if a 409A Change of Control occurs
and if the Participant's employment with the Company is terminated within six
months prior to the date on which the 409A Change of Control occurs, and if it
is reasonably demonstrated by the Participant that such termination of
employment (i) was at the request of a third party who has taken steps
reasonably calculated to effect the 409A Change of Control or
(ii) otherwise arose in connection with or anticipation of the 409A Change
of Control, then for all purposes of the Plan, a Qualifying Termination shall be
deemed to have take place on the date immediately prior to the date of such
termination of employment.

     

    Termination
of a Participant's employment on account of death, Disability or Retirement
shall not be treated as a Qualifying Termination.

     

    4.3          Description of Severance
Benefits. In the event that a Participant becomes entitled to receive
Severance Benefits as provided in Sections 4.1 and 4.2, the Company shall
pay to the Participant and provide the Participant with the
following:

     

    
      	
              (a)  

            	
              An
      amount equal to the product obtained by multiplying the Participant's
      Severance Payment Percentage times the highest rate of the Participant's
      Annual Base Salary rate in effect at any time up to and including the
      Effective Date of Termination.

            


    

     

    
      	
              (b)  

            	
              An
      amount equal to the product obtained by multiplying the Participant's
      Severance Payment Percentage times the average of the Participant's annual
      bonus payment under the Company's Management Incentive Compensation Plan
      (or any comparable or successor plan) for the three fiscal years prior to
      the year in which the Qualifying Termination occurred (the "Annual
      Bonus").

            


    

     

    
      	
              (c)  

            	
              As
      an additional severance payment, a separate lump-sum cash amount equal to
      the excess of (i) the actuarial equivalent (utilizing for this purpose
      actuarial assumptions no less favorable to the Participant than those in
      effect immediately prior to the date the Change of Control occurs) of the
      benefit under the Retirement Plan and SERP that the Participant would
      receive if the Participant's employment continued for two years after the
      Effective Date of Termination, assuming for this purpose that all accrued
      benefits are fully vested, and assuming that the Participant's
      compensation in each of the two years is the same as the Participant's
      compensation as in effect immediately prior to the date of the Change of
      Control, over (ii) the actuarial equivalent of the Participant's actual
      benefit (paid or payable), if any, under the Retirement Plan and the SERP
      as of the Effective Date of
Termination.

            


    

     

    
      	
              (d)  

            	
              An
      amount equal to the Participant's unpaid Annual Base Salary and accrued
      vacation pay through the Participant's last day of
  work.

            


    

     

    
      	
              (e)  

            	
              An
      amount equal to the product of (i) the Participant's unpaid targeted
      annual bonus established for the plan year in which the Participant's
      Effective Date of Termination occurs, and (ii) a fraction, the numerator
      of which is the number of days completed in the current fiscal year
      through the Effective Date of Termination, and the denominator of which is
      365, to the extent not theretofore paid. Any payments under the Plan are
      in lieu of any bonuses otherwise payable under the Company's Management
      Incentive Compensation Plan (or any comparable or successor
      plan).

            


    

     

    
      	
              (f)  

            	
              For
      two years after the Participant's Effective Date of Termination, or such
      longer period as may be provided by the terms of any plan, program,
      practice or policy, the Company shall continue group medical, dental,
      disability and life insurance benefits (the "Welfare
      Benefit Plans") to the Participant
      and/or the Participant's family at least equal in the aggregate to 95% of
      those that would have been provided to them in accordance with the Welfare
      Benefit Plans if the Participant's employment had not been terminated, as
      may be modified with respect to other peer executives of the Company and
      their families; provided, however, that if the Participant becomes
      reemployed with another employer and is eligible to receive group medical,
      dental, disability or life insurance benefits under another
      employer-provided plan, the Welfare Benefit Plans shall be secondary to
      those provided under such other plan during such applicable period of
      eligibility. During the period the Participant and/or the Participant's
      family is eligible to receive continued medical or dental continuation
      coverage under the Company’s group medical and dental benefit plans in
      accordance with the Consolidated Omnibus Budget Reconciliation Act of
      1985, as amended ("COBRA"), the Company shall
      pay the portion of the Participant’s premium payments necessary to satisfy
      the requirements of the first sentence of this Section 4.3(f). With
      respect to any period after which the Participant and/or the Participant’s
      family ceases to be eligible for COBRA coverage, and with respect to
      disability and life insurance benefits for the remainder of the two-year
      period after the Participant's Effective Date of Termination, the
      Participant and/or the Participant’s family shall pay to the Company, on
      an after-tax basis, an amount equal to the full premium cost of medical,
      dental, disability and life insurance benefits coverage. Within 30 days of
      such payment, the Company shall pay to the Participant and/or the
      Participant’s family in cash (less required withholding) an amount equal
      to (i) the portion of the Participant’s premium payments necessary to
      satisfy the requirements of the first sentence of this Section 4.3(f),
      less any premium amount that would have been payable by the Participant
      or/or the Participant’s family if the Participant and/or the Participant’s
      family were participants in the Plan, plus (ii) an additional amount equal
      to the federal, state and local income and payroll taxes that the
      Participant incurs on each with respect to such payment. For purposes of
      determining eligibility of the Participant for retiree benefits pursuant
      to such plans, practices, programs and policies, the Participant shall be
      considered to have remained employed until the end of the two-year period
      after the Change of Control and to have retired on the last day of such
      period; provided, however, that the Participant shall be entitled to the
      more favorable of the retiree benefits in effect on the Participant's
      Effective Date of Termination or the retiree benefits in effect on the
      date that would have been the last date of the two-year period following
      the Change of Control if the Participant had remained
      employed.

            


    

     

    
      	
              (g)  

            	
              The
      Company shall pay the Participant, as incurred, the reasonable costs of
      all outplacement services for a period of two years after the
      Participant's Effective Date of
Termination.

            


    

     

    
      	
              (h)  

            	
              To
      the extent due and not theretofore paid or provided through the
      Participant's Effective Date of Termination, the Company shall timely pay
      or provide to the Participant and/or the Participant’s family any other
      amounts or benefits required to be paid or provided or which the
      Participant and/or the Participant’s family is eligible to receive
      pursuant to the Plan and under any plan, program, policy or practice or
      contract or agreement of the Company and its affiliated companies as in
      effect and applicable generally to other peer executives and their
      families during the 90-day period immediately preceding the Participant's
      Effective Date of Termination or, if more favorable to the Participant, as
      in effect generally thereafter with respect to other peer executives of
      the Company and its affiliated companies and their families (such other
      amounts and benefits shall be hereinafter referred to as the "Other
      Benefits").

            


    

     

    
      	
              (i)  

            	
              The
      impact of a Change of Control upon equity awards then held by a
      Participant shall be governed by the terms and conditions of the
      applicable plan(s) pursuant to which such awards were granted, any
      applicable guidelines or policies adopted pursuant to such plans, and the
      terms and conditions of the individual
awards.

            


    

     

    4.4          Termination for Other Than a
Qualifying Termination. Following a Change of Control of the Company, if
the Participant's employment is terminated under circumstances that do not give
rise to a Qualifying Termination, no compensation or benefits shall be payable
under the Plan and the Participant's benefits shall be determined in accordance
with the Company's applicable compensation and benefits plans and programs then
in effect.

     

    4.5          Notice of Termination. Any
termination by the Company for Cause or without Cause or by the Participant for
Good Reason must be communicated by Notice of Termination to the other party
hereto given in accordance with Section 13.1. For purposes of the Plan, a
“Notice of Termination” means a written notice by the Participant that
(a) indicates the specific termination provision in the Plan relied upon,
(b) to the extent applicable, sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Participant’s
employment under the provision so indicated, and (c) if the Participant's
Effective Date of Termination (as defined below) is other than the date of
receipt of such notice, specifies the termination date (which date shall be not
more than 15 days after the giving of such notice).  The failure by
the Participant or the Company to set forth in the Notice of Termination any
fact or circumstance that contributes to a showing of Good Reason or Cause shall
not waive any right of the Participant or the Company hereunder or preclude the
Participant or the Company from asserting such fact or circumstance in enforcing
the Participant’s or the Company’s rights under the Plan. Notwithstanding
anything herein to the contrary, in the event of the Participant’s termination
of employment for Good Reason, the Participant shall provide Notice of
Termination no later than 90 days following the initial existence of the
condition or occurrence of the event purported to constitute Good Reason, and
such Notice of Termination shall specify a Date of Termination that is no later
than 15 days after the date of such Notice of Termination (and in no event later
than two years following the initial existence of such condition or occurrence
of such event).

     

    4.6          Effective Date of Termination.
Effective Date of Termination means, if the Participant’s employment is
terminated by the Company, whether for Cause or without Cause, or by the
Participant for Good Reason, the date of receipt of the Notice of Termination or
any later date specified therein, as the case may be.

     

    4.7          Removal From Representative
Boards. In the event the terminating Participant occupies any board of
directors seats solely as a Company representative, as a condition to receiving
the severance set forth in Section 4.3 the Participant shall immediately resign
such position upon his or her termination of employment with the Company, unless
specifically requested in writing by the Company otherwise.

     

    Article
5

    Form
and Timing of Severance Benefits; Taxes

    


     

    5.1          Form and Timing of Severance
Benefits. Subject to any reduction required in accordance with Section
6.1(b), Severance Benefits to be paid by the Company to the Participant (or the
Participant's Beneficiary or estate) under Sections 4.3(d) and (e) shall be
paid in cash to the Participant (or the Participant's Beneficiary or estate) in
a single lump sum not later than the 30th day following the Participant's
Effective Date of Termination. Severance Benefits to be paid or provided by the
Company to the Participant (or the Participant's Beneficiary or estate) under
Sections 4.3(a)-(c) and (f)-(g) of the Plan shall be made in the form specified
herein; provided, however, that no Severance Benefits shall be payable or
provided unless and until the Release Agreement referred to in Section 7.3 is
properly executed and effective, and then at the time specified in
Section 7.3.

     

    5.2          Payment of Taxes. Subject to
Section 6, all U.S. federal, state, local and foreign taxes are the sole
responsibility of the Participant (or the Participant's Beneficiary or
estate).

     

    5.3          Withholding of Taxes. The
Company may withhold from any amounts payable to the Participant (or the
Participant's beneficiary or estate) under the Plan all taxes (including,
without limitation, any U.S. federal, state, local or foreign taxes) as are
required to be withheld pursuant to applicable laws and
regulations.

     

    Article
6

    Excise
Taxes

    


     

    6.1          Gross-Up
Payment.

     

    
      	
              (a)  

            	
              In
      the event that the Participant becomes entitled to or receives any payment or
      benefit under the Plan, or under any other plan, agreement, or arrangement
      with the Company, or with any Person
      whose actions result in a Change of Control of the Company or any Person
      affiliated with the Company or such Persons (each a "Payment" and, in the aggregate,
      the "Total
      Payments") and any of the Total Payments
      will be subject to any excise tax pursuant to Code Section 4999 or any
      similar or successor provision (the "Excise
      Tax"), the
      Company shall make an additional lump-sum cash payment to the Participant
      (the "Gross-Up
      Payment")
      in an amount such that the net amount retained by the Participant from the
      Total Payments, after deduction of (i) the Excise Tax on the Total
      Payments, and (ii) any federal, state or local income or employment
      tax and Excise Tax imposed on the Gross-Up Payment, but before deduction
      for any federal, state or local income or employment tax withholding on
      the Total Payments, shall be equal to the Total Payments. The Gross-Up
      Payment, if any, shall be made by the Company to the Participant by the
      end of the Participant's taxable year that immediately follows the
      Participant's taxable year in which the related Excise Tax on the Total
      Payments is remitted to the relevant taxing authorities. For purposes of
      determining the amount of the Gross-Up Payment, a Participant shall be
      deemed to pay federal income taxes at the highest marginal rate of federal
      income taxation in the calendar year in which the Gross-Up Payment is to
      be made, and state and local income taxes at the highest marginal rate of
      taxation in the state and locality of the Participant's residence on the
      Effective Date of Termination, net of the maximum reduction in federal
      income taxes that could be obtained from deduction of such state and local
      taxes.

            


    

     

    
      	
              (b)  

            	
              Notwithstanding
      anything to the contrary in the Plan, if any of the Total Payments
      would otherwise be subject to the Excise Tax and the aggregate present
      value of the Participant's Total Payments that are taken into account for
      purposes of determining whether any of the Total Payments will be subject
      to the Excise Tax (as determined in accordance with Code
      Section 280G) would otherwise exceed the Participant's Section 280G
      Threshold Amount (as defined in this Section 6.1(b)) by an amount
      that is less than 10% of the Section 280G Threshold Amount, then the
      Company shall reduce the Participant's Total Payments to the minimum
      amount necessary to prevent any of the Total Payments from being subject
      to the Excise Tax. If the Company is required to reduce the Participant's
      Total Payments pursuant to this Section 6.1(b), no Gross-Up Payment shall
      be made to the Participant and the Total Payments shall be reduced by the
      Company in its reasonable discretion in the following order:
      (i) reduction of any of the Total Payments that are subject to Code
      Section 409A on a pro rata basis or such other manner that complies
      with Code Section 409A, as determined by the Company, and
      (ii) reduction of any of the Total Payments that are exempt from Code
      Section 409A. For purposes of the Plan, the term "Section
      280G Threshold Amount" means an amount equal
      to the Participant's base amount (within the meaning of Code Section
      280G), multiplied by three.

            


    

     

    
      	
              (c)  

            	
              All
      computations and determinations called for by this Article 6 shall be made
      and reported in writing to the Company and the Participant by an
      independent accounting firm or independent tax counsel appointed by the
      Company (the "Tax Advisor"), and all such
      computations and determinations shall be conclusive and binding on the
      Company and the Participant. For purposes of such calculations and
      determinations, the Tax Advisor may rely on reasonable, good faith
      interpretations concerning the application of Code Sections 280G and 4999.
      The Company and the Participant shall furnish to the Tax Advisor such
      information and documents as the Tax Advisor may reasonably request in
      order to make the required calculations and determinations. The Company
      shall bear all fees and expenses charged by the Tax Advisor in connection
      with its services.

            


    

     

    6.2          Notice
and Contest of Claims.

     

    The
Participant shall notify the Company in writing of any claim by the Internal
Revenue Service that, if successful, would require the payment by the Company of
the Gross-Up Payment. Such notification shall be given as soon as practicable
but no later than 10 business days after the later of either (i) the date the
Participant has actual knowledge of such claim, or (ii) the date that the
Internal Revenue Service issues to the Participant either a written report
proposing imposition of the Excise Tax or a statutory notice of deficiency with
respect thereto, and shall apprise the Company of the nature of such claim and
the date on which such claim is requested to be paid. The Participant shall not
pay such claim prior to the expiration of the 30-day period following the
date on which it gives such notice to the Company (or such shorter period ending
on the date that any payment of taxes with respect to such claim is due). If the
Company notifies the Participant in writing prior to the expiration of such
period that it desires to contest such claim, the Participant
shall:

     

    

      	
              (a)  

            	
              Give
      the Company any information reasonably requested by the Company relating
      to such claim;

            


    

     

    
      	
              (b)  

            	
              Take
      such action in connection with contesting such claim as the Company shall
      reasonably request in writing from time to time, including, without
      limitation, accepting legal representation with respect to such claim by
      an attorney reasonably selected by the
Company;

            


    

     

    
      	
              (c)  

            	
              Cooperate
      with the Company in good faith in order to contest such claim effectively;
      and

            


    

     

    
      	
              (d)  

            	
              Permit
      the Company to participate in any proceedings relating to such
      claims.

            


    

     

    Provided,
however, that the Company shall directly bear and pay all costs and expenses
(including additional interest and penalties) incurred in connection with such
tax contest and shall indemnify and hold the Participant harmless, on an
after-tax basis, for any Excise Tax, including interest and penalties with
respect thereto, imposed as a result of such representation and payment of costs
and expenses. Any indemnification payments made by the Company to the
Participant pursuant to the immediately preceding sentence for any Excise Tax
(including interest and penalties with respect thereto) incurred by the
Participant in connection with such tax contest shall be made to the Participant
by the end of the Participant's taxable year that immediately follows the
Participant's taxable year in which the Excise Tax (together with any interest
and penalties) is remitted to the relevant taxing authority. Any indemnification
payments made by the Company to the Participant for any other costs or expenses
(other than Excise Tax, together with penalties and interest with respect
thereto) incurred by the Participant in connection with such tax contest shall
be made to the Participant (i) by the end of the Participant's taxable year that
immediately follows the Participant's taxable year in which the taxes that are
the subject of the tax contest are remitted to the relevant taxing authority, or
(ii) where as a result of such tax contest no taxes are remitted, the end of the
Participant's taxable year immediately following the Participant's taxable year
in which the tax contest is completed or there is a final and nonappealable
settlement or other resolution of the tax contest. Without limitation of the
foregoing provisions of this Section 6.2, the Company shall control all
proceedings taken in connection with such contest and, at its sole option, may
pursue or forego any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim.

     

    Article
7

    The
Company's Payment Obligation

    


     

    7.1          Contractual Rights to
Benefits. Subject to Section 3.2 and Sections 7.2-7.4, the Plan
establishes and vests in the Participant a contractual right to the benefits to
which the Participant may become entitled under the Plan. However, nothing
herein contained shall require or be deemed to require, or prohibit or be deemed
to prohibit, the Company to segregate, earmark or otherwise set aside any funds
or other assets, in trust or otherwise, to provide for any payments to be made
or required under the Plan.

     

    7.2          Separation From Service. No
portion of the payments and benefits provided under Section 4.3 shall be paid or
provided unless the Participant’s termination of employment constitutes a
“separation from service” within the meaning of Treasury Regulation Section
1.409A-1(h).

     

    7.3          Release Agreement. No portion
of the payments and benefits provided under Sections 4.3(a)-(c) and (f)-(g)
shall be paid or provided unless, on or prior to the 60th day following the
Participant's Effective Date of Termination, the Participant timely executes a
general waiver and release of claims agreement (the "Release
Agreement")
substantially in the form attached hereto as Annex C (which Release
Agreement shall be provided by the Company to the Participant on or prior to the
seventh day following termination), and such release shall not have been revoked
by the Participant (and the applicable revocation period shall have expired)
prior to such 60th day. Upon satisfaction of the foregoing conditions, all such
payments and benefits shall be paid or provided on the 61st day following the
Participant's Effective Date of Termination.

     

    7.4          Restrictive Covenants. As of
the first date on which the Participant violates any Restrictive Covenant, any
remaining unpaid portion of the payments and benefits provided under Sections
4.3(a)-(c) and (f)-(g) shall thereupon be forfeited. In the event the terms of
any Restrictive Covenant shall be determined by any court of competent
jurisdiction to be unenforceable by reason of its extending for too great a
period of time or over too great a geographical area or by reason of its being
too extensive in any other respect, it shall be interpreted to extend only over
the maximum period of time for which it may be enforceable, over the maximum
geographical area as to which it may be enforceable, or to the maximum extent in
all other respects as to which it may be enforceable, all as determined by such
court in such action. The Participant recognizes and acknowledges that a breach
of the Restrictive Covenants will cause irreparable damage to the Company and
its goodwill, the exact amount of which will be difficult or impossible to
ascertain, and that the remedies at law for any such breach will be inadequate.
Accordingly, the Participant agrees that in the event of a breach of any of the
Restrictive Covenants, in addition to any other remedy that may be available at
law or in equity, the Company shall be entitled to specific performance and
injunctive relief. In addition, in the event that the Participant violates any
of the Restrictive Covenants, the Participant (a) shall be required to pay to
the Company in a single lump sum an amount equal to the aggregate total of the
amounts the Participant has received pursuant to Sections 4.3(a)-(e) and (g)
within 30 days following the date of such violation, and (b) the Company shall
no longer be required to continue benefits to the Participant and/or the
Participant’s family pursuant to Section 4.3(f).

     

    7.5          Mitigation Not Required. The
Participant shall not be obligated to seek other employment in mitigation of the
amounts payable or arrangements made under any provision of the Plan, and,
except as provided in Section 4.3(f), the obtaining of any such other employment
shall in no event effect any reduction of the Company's obligations to make the
payments and arrangements required to be made under the Plan.

     

    Article
8

    Dispute
Resolution

    


     

    8.1          Claims Procedure. Subject to
Section 8.2, in the event of a Dispute, the Company shall pay the Participant
50% of the amounts payable under Section 4.3 and shall provide the Participant
with all of the benefits specified in Section 4.3 within the time periods
applicable under Sections 4.3 and 5.1 if, but only if, the Participant
agrees in writing that, if the Dispute is resolved in the Company's favor by a
court of competent jurisdiction, the Participant shall promptly reimburse the
Company for the excess payments and benefits together with interest thereon at
the rate specified in Code Section 1274(d). If the Dispute is resolved in the
Participant's favor, the Company shall promptly pay the Participant the amount
that was withheld during the Dispute together with interest thereon at the rate
specified in Code Section 1274(d). In addition, to the extent the compensation
or benefits are subject to the requirements of Code Section 409A, the delay
contemplated by this Section 8.1 shall be further conditioned on final payment
commencing no later than the end of the first taxable year in which the parties
enter into a legally binding settlement of the Dispute or the Company is
required to commence final payment pursuant to a final, nonappealable judgment
by a court of competent jurisdiction and the parties otherwise comply with the
conditions set forth in Treasury Regulation Section 1.409A-3.

     

    8.2          Costs. Subject to the
limitations set forth in Section 9.3, the Company agrees to pay as incurred, to
the full extent permitted by law, all legal fees and expenses that the
Participant may reasonably incur as a result of any contest by the Company, the
Participant or others of the validity or enforceability of, or liability under,
any provision of the Plan or any guarantee of performance thereof (including as
a result of any contest by the Participant about the amount of any payment
pursuant to the Plan), plus in each case interest on any delayed pay­ment at
the applicable rate set forth in Code Section 7872(f)(2)(A); provided, however,
that the Participant shall be required to repay immediately any such amounts to
the Company to the extent that the Participant did not prevail on one material
item.


     

    Article
9

    Section
409A

    


     

    9.1          Intent. The Plan is intended
to be exempt from the requirements of Code Section 409A to the maximum
extent possible, whether pursuant to the short-term deferral exception described
in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay
plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or
otherwise. To the extent Code Section 409A is applicable to the Plan, it is
intended that the Plan comply with the deferral, payout and other limitations
and restrictions imposed under Code Section 409A.

     

    9.2          Interpretation.
Notwithstanding any other provision of the Plan to the contrary, the Plan
shall be interpreted, operated and administered in a manner consistent with the
intentions described in Section 9.1. Without limiting the generality of the
foregoing, and notwithstanding any other provision of the Plan to the contrary,
with respect to any payments and benefits under the Plan to which Code
Section 409A applies, all references in the Plan to the termination of the
Participant's employment or service are intended to mean the Participant's
"separation from service," within the meaning of Code
Section 409A(a)(2)(A)(i). In addition, if the Participant is a "specified
employee," within the meaning of Code Section 409, then to the extent
necessary to avoid subjecting the Participant to the imposition of any
additional tax under Code Section 409A, amounts that would otherwise be
payable under the Plan during the six-month period immediately following the
Participant's "separation from service," within the meaning of
Code Section 409A(a)(2)(A)(i), shall not be paid to the Participant
during such period, but shall instead be accumulated and paid to the Participant
(or, in the event of the Participant's death, the Participant's estate) in a
lump sum on the first business day after the earlier of the date that is six
months following the Participant's separation from service or the Participant's
death, with no interest or earnings due for such period of
accumulation.

     

    9.3          Reimbursements. If the Company
reimburses the Participant for any amount to which the Participant is entitled
to reimbursement pursuant to the Plan, such reimbursement shall be made promptly
in accordance with Company policy, but in any event on or before the last day of
the Participant's taxable year following the taxable year in which the expense
or cost was incurred. In no event shall the amount that the Company pays for any
such reimbursement in any one year affect the amount that it shall pay in any
other year and in no event shall the amounts described in this Section 9.3 be
subject to liquidation or exchange, except, in each case, to the extent that the
right to reimbursement does not provide for a "deferral of compensation" within
the meaning of Code Section 409A.

     

    9.4          Unilateral Amendments.
Notwithstanding any other provision in the Plan, the Committee, to the
extent it deems necessary or advisable in its sole discretion, reserves the
right, but shall not be required, to unilaterally amend or modify the Plan so
that the benefits payable under the Plan qualify for exemption from or comply
with Code Section 409A; provided, however, that the Committee makes no
representations that benefits payable under the Plan shall be exempt from or
comply with Code Section 409A and makes no undertaking to preclude Code Section
409A from applying to benefits payable under the Plan.

     

    9.5          Savings. Notwithstanding any
other provision in the Plan, the Plan shall be deemed to be amended, and shall
be deemed to be modified, to the extent the Company determines necessary to
comply with the requirements of Code Section 409A and to avoid or mitigate the
imposition of additional taxes under Code Section 409A.

     

    Article
10

    Successors
and Assignment

    


     

    10.1        Successors to the Company. The
Company shall require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) of all or substantially all of the business
and/or assets of the Company or of any division or subsidiary thereof to
expressly assume and agree to perform the Company's obligations under the Plan
in the same manner and to the same extent that the Company would be required to
perform them if no such succession had taken place.

     

    10.2        Assignment by the Participant.
The Severance Benefits payable under the Plan are personal to the Participant
and without the prior written consent of the Company cannot be assigned or
otherwise transferred by the Participant except by will or the laws of descent
and distribution. The Plan shall inure to the benefit of and be enforceable by
each Participant's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. Notwithstanding the
foregoing, the Participant may designate one or more persons or entities as the
primary and contingent Beneficiaries of any Severance Benefits owing to the
Participant under the Plan. Such designation must be in the form of a signed
writing acceptable to the Committee and pursuant to such other procedures as the
Committee may decide. If the Participant dies while any amount would still be
payable to the Participant under the Plan had the Participant continued to live,
all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of the Plan to the Participant's Beneficiary. If no
Beneficiary designation made in accordance with the procedures described above
is on file with the Company at the time of the Participant's death, or if no
designated Beneficiaries survive the Participant for more than 14 days, any
Severance Benefits owing to the Participant under the Plan shall be paid to the
Participant's devisee, legatee or other designee, or if there is no such
designee, to the Participant's estate.


     

    Article 11

    Duration,
Amendment and Termination

    


    11.1        Duration. The Plan shall
terminate on December 31, 2013, unless (a) the Plan is extended by the Board,
(b) a Change of Control occurs prior to December 31, 2013, or (c) the Board
terminates the Plan in accordance with Section 11.2. If a Change of Control
occurs prior to termination of the Plan pursuant to the preceding sentence, then
the Plan shall terminate upon the date that all obligations of the Company under
the Plan have been satisfied. A termination of the Plan pursuant to the
preceding sentences shall be effective for all purposes, except that such
termination shall not affect the payment or provision of compensation or
benefits earned by a Participant prior to the termination of the
Plan. 

     

    11.2        Amendment and Termination.
Except as provided in the next sentence, the Board may from time to time
terminate the Plan or amend the Plan in whole or in part. The Plan may not be
terminated or amended in any manner that would adversely affect the rights or
potential rights of a Participant without the Participant's written consent, if
the action to effect such termination or amendment occurs (a) after a Change of
Control or (b) in connection with a Change of Control, unless and to the extent
that the Board determines that such termination or amendment is required by
law.

     

    Article
12

    Interpretation
and Administration

     

    The Plan
shall be administered by the Committee or the Board. Any authority of the
Committee under the Plan shall be non-exclusive and may also be exercised by the
Board. The Committee shall have the authority (a) to exercise all of the powers
granted to it under the Plan, (b) to construe, interpret and implement the Plan,
(c) to prescribe, amend and rescind rules and regulations relating to the Plan,
(d) to make all determinations necessary or advisable in the administration of
the Plan, and (e) to correct any defect, supply any omission and reconcile any
inconsistency in the Plan.

     

    The
determination of the Committee with respect to any question arising out of or in
connection with the administration, interpretation, and application of the Plan
shall be final, binding and conclusive upon all persons and shall be given the
greatest deference permitted by law.

     

    Article
13

    Miscellaneous

    


     

    13.1        Notices. Notwithstanding
anything to the contrary contained in the Plan, all notices of every kind under
this Plan shall be made on forms prepared by the Company or shall be made in
such other manner as permitted or required by the Company, including through
electronic means, over the Internet or otherwise. If not otherwise specified by
the Plan or the Company, any notice required or permitted to be given to the
Company under the Plan shall be delivered to the principal office of the
Company, directed to the attention of the Vice President, Human Resources of the
Company. Such notice shall be deemed given on the date of delivery. Notice to
the Participant shall be deemed given when mailed (or sent by telecopy) to the
Participant's work or home address as shown on the records of the Company or, at
the option of the Company, to the Participant's email address as shown on the
records of the Company. It is the Participant's responsibility to ensure that
the Participant's addresses are kept up to date on the records of the
Company.

     

    13.2        Employment Status. Except as
may be provided under any other agreement between the Participant and the
Company, the employment of the Participant by the Company is "at will," and,
prior to the effective date of a Change of Control, the Participant's employment
may be terminated by either the Participant or the Company at any time, subject
to applicable law, in which case the Participant will have no further rights
under the Plan.

     

    13.3        Severability. In the event any
provision of the Plan shall be held illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining parts of the Plan, and
the Plan shall be construed and enforced as if the illegal or invalid provision
had not been included. Further, the captions of the Plan are not part of the
provisions hereof and shall have no force and effect.

     

    13.4        Effect of Plan. The Plan shall
completely supersede and replace any and all portions of any contracts, plans,
provisions or practices pertaining to severance entitlements owing to the
Participant from the Company and is in lieu of any notice requirement, policy or
practice. For the absence of doubt and without limiting the generality of the
foregoing, the Participant's potential rights to severance pay, benefits and
notice under any prior Change of Control and Employment Agreement between the
Participant and the Company shall be completely replaced and superseded by the
Plan. As such, the Severance Benefits described herein shall serve as the
Participant's sole recourse with respect to termination of employment by the
Company following a Change of Control. If, in addition to the Plan, another
agreement, plan or program requires the Company to make payments or provide
other benefits to the Participant as a result of a change of control or as a
result of a termination of employment other than for cause, the Participant will
receive the benefits of the Plan if and only the Participant 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
the Plan in the absence of such a waiver. In addition, the Severance Benefits
described herein shall not be counted as "compensation," or any equivalent term,
for purposes of determining benefits under other agreements, plans, provisions
or practices owing to the Participant from the Company, except to the extent
expressly provided therein. Except as otherwise specifically provided for in the
Plan, a Participant's rights under all such agreements, plans, provisions and
practices continue to be subject to the respective terms and conditions
thereof.

     

    13.5        Applicable Law. The Plan and
all determinations made and actions taken pursuant to the Plan, to the extent
not otherwise governed by the laws of the United States, shall be governed by
the laws of the State of Washington without giving effect to principles of
conflicts of law. Participants irrevocably consent to the nonexclusive
jurisdiction and venue of the state and federal courts located in the State of
Washington.

    
      
         

      

      
         

        
        

      

      
         

      

    

    


    Annex
A

    INTERMEC,
INC.

    


    FORM
OF RELEASE AGREEMENT

    


    Form
of Release

    


    ______________________ (the "Participant")
represents that the Participant has not filed any complaints, charges or
lawsuits against Intermec, Inc., a Delaware corporation (the "Company"),
with any governmental agency or any court. The Participant expressly waives all
claims against the Company and releases the Company, and any of the Company's
past, present or future parent, affiliated, related, and/or subsidiary entities,
and all of the past and present directors, shareholders, officers, general or
limited partners, employees, agents, and attorneys, and agents and
representatives of such entities, and employee benefit plans in which the
Participant is or has been a participant by virtue of his or her employment with
the Company (collectively, the "Releasees"),
from any claims that the Participant may have against the Company. It is
understood that this release includes, but is not limited to, any claims arising
directly or indirectly out of, relating to, or in any other way involving in any
manner whatsoever, (a) the Participant’s employment with the Company or its
subsidiaries or the termination thereof or (b) the Participant’s status at any
time as a holder of any securities of the Company, including any claims for
wages, employment benefits or damages of any kind whatsoever arising out of any
contracts, express or implied, any covenant of good faith and fair dealing,
express or implied, any legal restriction on the Company’s right to terminate
employment, or any federal, state or other governmental statute or ordinance,
including, without limitation, the Employee Retirement Income
Security Act of 1974, Title
VII of the Civil Rights Act of 1964, the federal Age Discrimination in
Employment Act, the Americans With Disabilities Act, the Family and Medical
Leave Act, the Washington Law Against Discrimination Act, the Washington Family
and Parental Leave Act, or any other legal limitation on the employment
relationship (the "Release");
provided, however, notwithstanding anything to the contrary set forth herein,
that this Release shall not extend to (x) benefit claims under employee pension
benefit plans in which the Participant is a participant by virtue of the
Participant's employment with the Company or its subsidiaries or to benefit
claims under employee welfare benefit plans for occurrences (e.g., medical care,
death, or onset of disability) arising after the execution of this Release by
the Participant, and (y) any executory obligations assumed by the Company under
the Company's Change of Control Severance Plan.

    


    The Participant understands that this
Release includes a release of claims arising under the Age Discrimination in
Employment Act (ADEA). The Participant understands and warrants that he/she has
been given a period of [21 +
7][45 + 7] days to review and consider this Release. The Participant
further warrants that the Participant understands that, with respect to the
release of age discrimination claims only, the Participant has a period of seven
days after execution of this Release to revoke the release of age discrimination
claims by notice in writing to the Company.

    


    The Participant is hereby advised to
consult with an attorney prior to executing this Release. By his or her
signature below, the Participant warrants that he or she has had the opportunity
to do so and to be fully and fairly advised by that legal counsel as to the
terms of this Release.

     

     

    
      
         

      

      
         

        
        

      

      
         

      

    

    


    Annex
B

    INTERMEC,
INC.

     

    CHANGE
OF CONTROL SEVERANCE PLAN

    


    NOTICE
OF PARTICIPATION

    


    To:

    Date: ______, 200_

     

    The Board
has designated you as a Participant in the Intermec, Inc. Change of Control
Severance Plan, a copy of which is attached hereto. The terms and conditions of
your participation in the Plan are as set forth in the Plan and herein. The
terms defined in the Plan shall have the same defined meanings in this Notice of
Participation. As a condition to receiving benefits under the Plan, you must
sign a general waiver and release in the form provided by the Company. The
variables relating to your Plan participation are as follows:

    


    
      	
              Severance
      Payment Percentage:

            	
              [percentage
      from 0% to 300% determined by the
Committee]

            


    

     

    The
Severance Payments are subject to forfeiture or repayment as described in the
Plan if you have violated the Restrictive Covenants with the Company as defined
in the Plan.

     

    If you
agree to participate in the Plan on these terms and conditions, please
acknowledge your acceptance by signing below. By signing below, you acknowledge
and agree that the Plan shall completely supersede and replace any and all
portions of any contracts, plans, provisions or practices pertaining to
severance entitlements owing to you from the Company, and is in lieu of any
notice requirement, policy or practice. [For Participants with current
COC/Employment Agreements and/or outstanding equity awards: You also
acknowledge and agree that all your outstanding equity awards are hereby amended
such that they will be governed by the Company's Executive Change of Control
Policy effective [______], 2009. Without
limiting the generality of the foregoing, your potential rights to severance
pay, benefits and notice under the Change of Control and Employment Agreement
dated [______] between
you and the Company shall be completely replaced and superseded by the
Plan.] As such, the
Severance Benefits described herein shall serve as your sole recourse with
respect to termination of employment by the Company following a Change of
Control. Please return the signed copy of this Notice of Participation within
ten days of the date set forth above to:

     

    [Officer]

    Intermec,
Inc.

    [..........................]

    [..........................]

     

     Your
failure to timely remit this signed Notice of Participation will result in your
immediate removal from the Plan. Please retain a copy of this Notice of
Participation, along with the Plan, for your records.

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Date:

                              	 
      	
                                Signature: