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CASH RETENTION AGREEMENT
with Steven J. Winter
This
Cash Retention Agreement (the “Agreement”) is made
as of the 30 th day
of March, 2007 (the “Effective Date”), between
Intermec, Inc., a Delaware corporation
(together with its subsidiaries, the “
Company ”) and Steven J.
Winter (the “ Mr. Winter
”).
WHEREAS, on March 22, 2007, the Company announced that
Larry D. Brady plans to retire from his position as the
Company’s Chief Executive Officer following the Board’s
identification of his successor;
WHEREAS, the Compensation Committee of the Board of
Directors has determined that it is in the best interests of the
Company and its shareholders to assure that the Company will have
the continued dedication of Mr. Winter in the role of Senior Vice
President of Intermec, Inc. and President and Chief Operating
Officer of Intermec Technologies Corporation (his “
Current Position ”) for the period ending on
March 1, 2008, to support the Company’s operations during the
search for Mr. Brady’s successor and to facilitate the
transition of the Company’s leadership to a new Chief
Executive Officer;
WHEREAS, the Committee believes it is imperative to
encourage Mr. Winter to remain in his present positions with the
Company during the period ending March 1, 2008, to diminish the
inevitable distraction of Mr. Winter by virtue of the personal
uncertainties and risks created by the impending transition of the
Company’s leadership and to encourage Mr. Winter’s full
attention and dedication to the Company during that
transition;
WHEREAS, the Committee determined that the appropriate
method is to approve a contingent, one-time, lump-sum cash
retention payment to Mr. Winter; and
WHEREAS, except as expressly set forth herein, the
Committee intends for the benefits of this Agreement to be in
addition to, and not in substitution for, those of the
Company’s 2007 Executive Severance Plan (as it may from time
to time be amended) (the “ Severance Plan
”) or the Amended and Restated Change of Control Employment
Agreement between the Company and Mr. Winter (as it may from time
to time be amended) (the “ COC Agreement
”);
Now, therefore, in consideration of the foregoing, the
mutual covenants set forth in this Agreement, and other good and
valuable consideration, the Company and Mr. Winter hereby agree as
follows.
1.
Certain Definitions. For purposes of this
Agreement, the following terms are defined in the same way as
in the Severance Plan: (a)“Cause,” (b)
“Change of Control,” (c) “Date of
Termination.”
2.
The Retention Payment. Subject to Mr.
Winter’s compliance with the conditions and provisions
of this Agreement, the Company will pay Mr. Winter
Five Hundred Thousand U.S. Dollars (U.S. $500,000) (the
“ Retention Payment ”) within the
time set forth in Section 4.
3. Right to Retention Payment. Mr. Winter
will be entitled to the Retention Payment:
(a) If he is employed by the Company throughout the period
from the Effective Date of this Resolution through February 29,
2008; or
(b) If the Company terminates his employment prior to March 1, 2008
and such termination is not for Cause and is not in connection with
a Change of Control.
4.
Timing of Payment; Taxes.
(a) Subject
to subsection (c), below, the Retention Payment will be issued
on the earliest to occur of the following, provided, however,
that if Mr. Winter’s employment has terminated when the
payment is due, payment shall be subject to Mr. Winter’s
execution of a general waiver and release of claims
satisfactory to the Company, and subject to the expiration of
any legal
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