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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:
This Executive Compensation Plan Agreement involves

INTERMEC, INC.

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Title: DIRECTOR COMPENSATION PROGRAM UNDER THE INTERMEC, INC. 2008 OMNIBUS INCENTIVE PLAN
Date: 7/30/2009
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 10.1

 

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.

 

1.           Eligibility

 

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.

 

2.           Option Grants

 

(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.

 

 

 

 

(d)           Term of Options

 

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


 
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