DIRECTOR COMPENSATION PROGRAM
UNDER THE
INTERMEC, INC. 2008 OMNIBUS
INCENTIVE PLAN
(Amended and Restated as of July
16, 2009)
The following provisions set forth the terms of
the compensation program (the " Program ") for nonemployee
directors of Intermec, Inc. (the " Company ") under the
Intermec, Inc. 2008 Omnibus Incentive Plan (the " Plan
"). The following terms are intended to supplement, not
alter or change, the provisions of the Plan, and in the event of
any inconsistency between the terms contained herein and in the
Plan, the Plan shall govern. All capitalized terms that
are not defined herein shall be as defined in the Plan.
Each director of the Company elected or
appointed to the Board who is not otherwise an officer or employee
of the Company or a Related Company (a " Director ") shall
be eligible to receive the Awards set forth in the
Program.
(a) Timing
and Number of Shares Subject to Option Grants
(i)
Annual Option Grants . Immediately after the 2008
Annual Meeting of Stockholders and at each Annual Meeting of
Stockholders thereafter, each Director shall automatically be
granted a Nonqualified Stock Option to purchase shares of Common
Stock with a Black-Scholes value of $80,000, with any fractional
share rounded to the nearest whole share (0.5 to be rounded up)
(each, an " Annual Option Grant ").
(ii)
Initial Option Grants . Any person who becomes a
Director at any time of the year other than the date of the Annual
Meeting of Stockholders shall automatically be granted a
Nonqualified Stock Option to purchase shares of Common Stock for a
pro rata portion of the value of the most recent preceding Annual
Option Grant, based on the time remaining in the one-year period
following the date of the previous Annual Meeting of Stockholders,
such grant to be effective on the date he or she becomes a Director
(an " Initial Option Grant ").
(iii)
Makeup Option Grants . Immediately after the 2008
Annual Meeting of Stockholders, each Director shall automatically
be granted a Nonqualified Stock Option to purchase shares of Common
Stock for a pro rata portion of the value of the Annual Option
Grant made on the same date, based on the time between January 1,
2008 and the date of the 2008 Annual Meeting of Stockholders (each,
a " Makeup Option Grant ").
(b)
Exercise Price of Options .
Annual Option Grants, Initial Option Grants and
Makeup Option Grants shall have a per share exercise price equal to
the Fair Market Value of the Common Stock on the Grant Date of the
Option.
(c) Option
Vesting and Exercisability
Options granted at the Annual Meeting of
Stockholders shall vest and become exercisable in four equal
installments (subject to adjustment for fractional shares) on the
first business day of each fiscal quarter of the Company, beginning
on the Grant Date. Options granted on a day other than
the date of the Annual Meeting of Stockholders shall vest and
become exercisable in equal installments (subject to adjustment for
fractional shares) on the Grant Date and the first business day of
each fiscal quarter of the Company, if any, that occurs up to, and
including, the first quarter of the year in which the next Annual
Meeting of Stockholders occurs. Notwithstanding the
forgoing, Makeup Option Grants made pursuant to Section 1(a)(iii)
shall vest and become exercisable in three installments (subject to
adjustment for fractional shares) on the first business day of each
fiscal quarter of the Company, beginning on the Grant
Date. The first installment will be equal to one half of
the Makeup Option Grant; the second and third installments will be
equal to one quarter of the Makeup Option Grant.
Each Option shall expire seven years from the
Grant Date thereof, but shall be subject to earlier termination as
follows:
(i) In
the event that a Director ceases to be a Director of the Company
for any reason other than the death of the Director, the unvested
portion of any Option granted to the Director shall terminate
immediately, and the vested portion of the option may be exercised
by the Director only within three years after the date he or she
ceases to be a Director of the Company or prior to the date on
which the Option expires by its terms, whichever is
earlier.
(ii) In
the event of the death of a Director, the unvested portion of any
Option granted to the Director shall become fully vested and
exercisable, and the option may be exercised only within three
years after the date of death of the Director or prior to the date
on which the Option expires by its terms, whichever is earlier, by
the personal representative of the Director's estate, the person(s)
to whom the Director's rights under the option have passed by will
or the applicable laws of descent and distribution, or any
beneficiary designated pursuant to Section 13 of the
Plan.
(e) Exercise
of Options
Options shall be exercised by giving the
required notice to the Company (or a brokerage firm designated or
approved by the Company), stating the number of shares of Common
Stock with respect to which the Option is being exercised,
accompanied by payment in full for such Common Stock, which payment
may be, to the extent permitted by applicable laws and regulations,
in whole or in part, (a) in cash or check; (b) by having the
Company withhold shares of Common Stock 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; (d) by tendering (either actually or by
attestation) shares of Common Stock owned by the Director that have
an aggregate Fair Market Value equal to the aggregate exercise
price of the shares being purchased under the Option; (e) if and so
long as the Common Stock is registered under the Exchange Act, by
delivery of a properly executed exercise notice, together with
irrevocable instructions to a broker, to promptly deliver to the
Company the amount of proceeds to pay the exercise price, all in
accordance with the regulations of the Federal Reserve
Board.
3. Restricted
Deferred Stock Unit Grants
(a) Timing
and Number of Restricted Deferred Stock Units
(i)
Annual Restricted Deferred