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 unle
