Exhibit 10.2
Intermec, Inc.
2008 Long-Term Performance Share
Program
Agreement for the Award
Period
January 1, 2009
through December 31, 2011
This Performance Share Unit Agreement (the
“Agreement” ) is made as of %%OPTION_DATE%-%,
between Intermec, Inc., a Delaware corporation (the
“Company” ), and %%FIRST_NAME%-%
%%MIDDLE_NAME%-% %%LAST_NAME%-% (the
“Participant” ).
WHEREAS , the Intermec, Inc. 2008 Omnibus Incentive Plan
(the “Plan” ) was adopted by the Board of
Directors of the Company on March 19, 2008, and was approved by the
stockholders of the Company on May 23, 2008; and
WHEREAS , the Committee has adopted the 2008 Long-Term
Performance Share Program, as amended (the
“Program” ), as a sub-plan of the Plan and
authorized the Award represented by this Agreement;
NOW, THEREFORE , in consideration of the premises, the mutual
covenants hereinafter set forth, and other good and valuable
consideration, the Company and the Participant hereby agree as
follows:
The Participant is hereby awarded, as a matter
of separate inducement and agreement, and not in lieu of salary or
other compensation for services,
%%TOTAL_SHARES_GRANTED,’999,999,999’%-% Performance
Share Units (the “Target Award” ), on the terms
and conditions hereinafter set forth. The number of
Performance Share Units ( “PSUs” ) that the
Participant may earn under this Agreement shall range from 0% to
200% of the Target Award (the “Earned PSUs” ),
as determined by the achievement of the performance measures set
forth in Article 3 of this Agreement. The Earned PSUs
shall be paid in shares of the common stock, par value $.01 per
share, of the Company (the “Common Stock” ) as
set forth in Article 6 of this Agreement. The
Participant shall have no obligation to pay the Company additional
consideration for the Earned PSUs.
The Plan and the Program, copies of which have
been made available to the Participant, are incorporated herein by
reference and made part of this Agreement as if fully set forth
herein. Capitalized terms used in this Agreement that are not
defined herein shall have the meanings assigned to such terms in
the Plan and the Program. This Agreement is subject to, and the
Company and the Participant agree to be bound by, all of the terms
and conditions of the Plan and the Program as the same exist at the
time this Agreement became effective. The Plan and the Program
shall control in the event there is any express conflict between
the terms hereof and the Plan or the Program and with respect to
such matters as are not expressly covered in this Agreement. The
Company hereby reserves the right to alter, amend, modify, restate,
suspend or terminate the Plan, the Program and this Agreement in
accordance with Section 16.1 of the Plan, but no such subsequent
amendment, modification, restatement, or termination of the Plan,
the Program or this Agreement shall adversely affect in any
material way the Participant’s rights under this Agreement
without the Participant’s written consent. This
Agreement shall be subject, without further action by the Company
or the Participant, to such amendment, modification, or
restatement.
Article
2. Measurement Period, Performance Period and Award
Period
For all purposes of this Agreement,
“Measurement Period” means January 1, 2010
through December 31, 2010, “Performance Period”
means January 1, 2009 through December 31, 2010, and
“Award Period” means January 1, 2009 through
December 31, 2011.
Article
3. Achievement of Performance Measures
The number of Earned PSUs to be earned under
this Agreement shall be based upon the achievement of the following
Performance Measures set by the Committee:
[PERFORMANCE MEASURES]
The number of Earned PSUs earned for achievement
above threshold levels but between the levels shown above will be
calculated using interpolation.
In evaluating the achievement of each measure as
of the end of the Measurement Period, the Committee will adjust the
calculation of the Attainment Level to exclude restructuring or
reorganization costs (as defined in accordance with U.S.
GAAP) incurred in any fiscal year in the Measurement Period to
the extent that related savings from the program will occur in a
future fiscal year, and will include these costs in the future
measurement period in which, and to the extent that, cost savings
are anticipated during such Measurement Period.
At the end of the Measurement Period, the number
of Earned PSUs shall be determined but shall be subject to a
forfeiture restriction until December 31, 2011, subject to the
terms of this Agreement. During such time as the Earned
PSUs remain subject to the forfeiture restriction, they are
referred to in this Agreement as Restricted Stock Units (
“RSUs” ).
Article 4.
Termination/Forfeiture Provisions
Except as otherwise provided below in this
Article 4, a Participant shall be eligible for payment of Earned
PSUs, as determined in Article 3, only if the Participant’s
employment with the Company or a Related Company continues through
the end of the Award Period.
In the event of a Participant’s
termination of employment as a result of death or disability prior
to the end of the Award Period, the former employee (or
beneficiary) will be entitled to receive a payout of
Earned PSUs on the same basis as other Participants, provided that
(1) such amount shall be prorated for the number of full
months worked during the Award Period as a percentage of the total
number of full months in the Award Period and (2) .payout shall be
made within 2-1/2 months after the later of the termination or the
certification by the Compensation Committee of payouts for the
Award Period, notwithstanding the requirement applicable generally
that no payout is due unless the Participant remains
employed until the end of the Award Period.
The effect of a Change of Control on PSUs and
RSUs shall be governed by the terms of the Company's change of
control policy applicable to the Participant (either the Executive
Change of Control Policy for the Plan or the Standard Change of
Control Policy for the Plan, effective January 7, 2009).
Article 5.
Rights as a Stockholder
During the Award Period, the Participant shall
have no rights of a stockholder with respect to the PSUs, RSUs or
the Earned PSUs. Notwithstanding the foregoing, the
Participant shall be entitled to receive any dividend equivalents
declared by the Board, as provided in the Program.
Article 6.
Form and Timing of Payment
Except as set forth in Article 4 or in the
Program, payment of Earned PSUs shall be made in the form of shares
of Common Stock within 2½ months following the close of the
Award Period. The Company shall direct its transfer
agent to issue to the Participant, in uncertificated form, the
number of unrestricted shares of Common Stock that are payable to
the Participant under the Agreement.
Article 7.
Nontransferability
PSUs and RSUs may not be sold, transf
