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 th
