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DIRECTOR COMPENSATION PROGRAM UNDER THE INTERMEC, INC. 2008 OMNIBUS INCENTIVE PLAN

Executive Compensation Plan Agreement

DIRECTOR COMPENSATION PROGRAM UNDER THE INTERMEC, INC. 2008 OMNIBUS INCENTIVE PLAN | Document Parties: Intermec, Inc You are currently viewing:
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Intermec, Inc

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Title: DIRECTOR COMPENSATION PROGRAM UNDER THE INTERMEC, INC. 2008 OMNIBUS INCENTIVE PLAN
Governing Law: Washington     Date: 8/7/2008
Industry: Misc. Capital Goods     Sector: Capital Goods

DIRECTOR COMPENSATION PROGRAM UNDER THE INTERMEC, INC. 2008 OMNIBUS INCENTIVE PLAN, Parties: intermec  inc
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Exhibit 10.7

 

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.

 

[Name]

Option Number:

[option number]

[Address]

Option Plan:

2008

 

Grant Date:

[date]

 

Option Shares:

[number]

 

Exercise Price (per Share):

[price]

 

Type of Option:

Nonqualified Stock Option

 

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:

 

Number

of Shares

 

Date Option May

First Be Exercised

 

Option Expiration Date

 

 

 

 

 

[number]

 

[date]

 

[date]

[number]

 

[date]

 

[date]

[number]

 

[date]

 

[date]

[number]

 

[date]

 

[date]

 

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.

 

 

 

 

 

Intermec, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

 

Patrick J. Byrne

 

 

 

 

Chief Executive Officer and President

 

 

 

 

 

 

 

 

 

 

 

 

 

Participant:

Dated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IMPORTANT

 

 

 

PLEASE ACCEPT ELECTRONICALLY OR

 

 

 

SIGN AND RETURN PROMPTLY

 

 

 

 

 

 

 

 

 

 

[Name]

 

 

- 2 -


 

 

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


 
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