Intermec,
Inc.
6001 36
th Avenue West
Everett, WA
98203-1264
DIRECTOR COMPENSATION PROGRAM
UNDER THE
INTERMEC, INC. 2008 OMNIBUS
INCENTIVE PLAN
NONQUALIFIED STOCK OPTION GRANT
NOTICE
(FOR NONEMPLOYEE
DIRECTORS)
Intermec, Inc. (the “Company”
) hereby grants to you an Option (the “Option”)
to purchase shares of the Company's Common Stock pursuant to the
terms of the Director Compensation Program (the
“Program” ) under the Company's 2008 Omnibus
Incentive Plan (the “Plan”) . The
Option is subject to all the terms and conditions set forth in this
Stock Option Grant Notice (this “Grant Notice” )
and the attached Stock Option Agreement, the Program and the Plan,
which are incorporated into this Grant Notice in their
entirety. Capitalized terms that are not defined herein
shall have the meanings assigned to such terms in the Program and
the Plan.
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[Name]
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Option
Number:
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[option
number]
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[Address]
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Option
Plan:
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2008
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Grant
Date:
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[date]
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Option
Shares:
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[number]
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Exercise
Price (per Share):
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[price]
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Type of
Option:
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Nonqualified
Stock Option
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Vesting and Exercisability
Schedule: The
Option shall, subject to the provisions of the Program, become
vested and exercisable in installments on the dates set forth below
and shall remain cumulatively exercisable until the Option
Expiration Date indicated, subject to earlier expiration in the
event you cease to be a Director of the Company as set forth in the
Stock Option Agreement:
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Number
of Shares
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Date Option May
First Be Exercised
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Option Expiration Date
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[number]
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[date]
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[date]
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[number]
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[date]
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[date]
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[number]
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[date]
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[date]
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[number]
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[date]
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[date]
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Additional
Terms/Acknowledgement: You acknowledge receipt of, and understand and
agree to, this Grant Notice and the Stock Option
Agreement. You further acknowledge that as of the Grant
Date, this Grant Notice, the Stock Option Agreement, the Program
and the Plan set forth the entire understanding between you and the
Company regarding the Option and supersede all prior oral and
written agreements on the subject. You also
acknowledge that you have received the Program, the Plan and the
plan summary for the Plan. You are encouraged to review
the Company’s most recent annual report and proxy statement,
which may be found at www.intermec.com.
IN WITNESS WHEREOF , this Grant Notice has been executed by you and
by the Company through its duly authorized officer, all as of the
Grant Date indicated above.
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By:
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Patrick J.
Byrne
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Chief Executive
Officer and President
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Dated:
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PLEASE
ACCEPT ELECTRONICALLY OR
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[Name]
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DIRECTOR COMPENSATION PROGRAM
UNDER THE
INTERMEC, INC. 2008 OMNIBUS
INCENTIVE PLAN
NONQUALIFIED STOCK OPTION
AGREEMENT
(FOR NONEMPLOYEE
DIRECTORS)
As set forth in the attached Stock Option Grant
Notice (the “Grant Notice” ) and this Stock
Option Agreement (this “Agreement” ), the
Company has granted you an Option pursuant to the Director
Compensation Program (the “Program” ) under the
Intermec, Inc. 2008 Omnibus Incentive Plan (the
“Plan” ) to purchase the number of shares of the
Company's Common Stock indicated in your Grant Notice (the
“Shares” ) at the exercise price indicated in
your Grant Notice.
Capitalized terms that are not defined herein
shall have the meanings assigned to such terms in the Program and
the Plan. The Program and the Plan shall control in the
event there is any express conflict between the Plan and the Grant
Notice or this Agreement and with respect to such matters as are
not expressly covered herein.
The details of the Option are as
follows:
1.
Vesting and
Exercisability . Subject to the limitations
contained herein, the Option will vest and become exercisable as
provided in your Grant Notice, except that, unless otherwise
provided in this Agreement, vesting will cease upon your ceasing to
be a Director of the Company and the unvested portion of the Option
will terminate.
2.
Securities Law Compliance
. Notwithstanding any other provision of this Agreement,
you may not exercise the Option unless the Shares issuable upon
exercise are registered under the Securities Act or, if such Shares
are not then so registered, the Company has determined that such
exercise and issuance would be exempt from the registration
requirements of the Securities Act. The exercise of the
Option must also comply with other applicable laws and regulations
governing the Option, and you may not exercise the Option if the
Company determines that such exercise would not be in material
compliance with such laws and regulations.
3.
Independent Tax
Advice . You should obtain independent tax advice
prior to exercising the Option and prior to the disposition of any
Shares. The Option is intended to be a Nonqualified
Stock Option, as that term is defined in the Plan.
4.
Methods of Exercise .
Subject to the provisions of this Agreement, the
vested portion of the Option may be exercised, in whole or in part,
at any time during the term of the Option by giving written notice
of exercise to the Company on the form furnished by the Company for
that purpose, or, to the extent applicable, by written notice to a
brokerage firm designated or approved by the Company, specifying
the number of Shares subject to the Option to be
purchased. Each exercise must encompass at least one
installment or 100 Shares, whichever is less.
The exercise price for Shares to be purchased
upon exercise of all or a portion of the Option shall be paid in
any combination of the following:
(a) in cash in United States dollars
(by certified or bank check or such other instrument payable to the
order of “Intermec, Inc.” as the Company may
accept);
(b) by having the Company withhold
Shares that would otherwise be issued on exercise of the Option
that have an aggregate Fair Market Value equal to the aggregate
exercise price of the Shares being purchased under the
Option;
(c) by tendering (either actually or
by attestation) shares of Common Stock owned by you that have an
aggregate Fair Market Value equal to the aggregate exercise price
of the Shares being purchased under the Option;
(d) by delivering a properly executed
exercise notice, together with irrevocable instructions to a
broker, to deliver promptly to the Company the aggregate amount of
proceeds to pay the Option exercise p