INTERMEC, INC.
DIRECTOR DEFERRED COMPENSATION
PLAN
1.
Introduction .
(a) Purpose . The purposes of the
Intermec, Inc. Director Deferred Compensation Plan (the "
Plan "), which is an amendment and restatement of the 2002
Director Stock Option and Fee Plan), are to further long-term
growth of the Company by providing members of the Board of
Directors of Intermec, Inc., a Delaware corporation (the "
Company "), who are neither officers nor employees of the
Company, the ability to defer receipt of their compensation,
keeping their financial interests aligned with the Company, thereby
providing them with a long-term incentive to remain in the service
of the Company and increase their efforts for the success of the
Company. The Plan is also intended to assist the Company in
attracting experienced and qualified candidates to become members
of the Board. The Plan is intended to be a continuation of the
deferral components of the 2002 Director Stock Option and Fee Plan,
as amended effective November 13, 2007 (the " 2002 Plan
").
(b) Effective Date . The Plan
is effective as of the date of the Company's 2008 Annual Meeting of
Stockholders (the " Effective Date "), provided that the
Plan will become effective only if Company's stockholders approve
the 2008 Omnibus Incentive Plan at that meeting. The Plan is
also effective with respect to all amounts under the 2002 Plan
deferred on or after January 1, 2005 that remain unpaid as of
the Effective Date. All amounts earned and vested as of December
31, 2004 shall continue to be governed by the terms of the 2002
Plan in place as of December 31, 2004 or any earlier applicable
date in accordance with then applicable Internal Revenue Service
("IRS") guidance. All amounts earned or vested from January 1, 2005
through the day before the Effective Date shall be governed by this
Plan, as modified by the operations of the Plan during such period
in accordance with Section 409A and then applicable IRS guidance
(including transition relief). No amendment to the Plan on and
after January 1, 2005 is intended to, nor shall it be deemed to,
apply to other than the terms and conditions of the Plan in effect
prior to January 1, 2005 unless expressly provided by such
amendment.
2.
Definitions .
" 2002 Plan " has the meaning set forth
in Section 1(a).
" Account " means a Cash Account or a
Share Account.
" Adverse Tax Consequences under Section
409A " means the accelerated inclusion of taxable income,
20% additional tax rate and associated interest charge that shall
apply to any deferred compensation of a Director under Section
409A(a)(1)(B) of the Code.
" Affiliated Company " means (a) any
corporation that is a member of a controlled group of corporations
(as defined in Section 414(b) of the Code) that includes the
Company, and (b) any trade or business that is under common
control (as defined in Section 414(c) of the Code) with the
Company.
" Beneficiary " means the person, trust
or other entity designated by the Director to receive payment under
the Plan in the event of the Director's death.
" Board " means the Board
of Directors of the Company.
" Cash Account " means the
bookkeeping account established by the Company for the deferral of
Fees by Directors that shall be credited with earnings
pursuant to Section 4(b) hereof.
" Change of Control " means a change (a)
in the ownership of the Company (acquisition by one or more persons
acting as a group, of more than 50% of the total voting power or
fair market value of the Company); (b) in the effective control of
the Company (acquisition or acquisitions during a 12-month period
ending on the date of the last acquisition, by one or more persons
acting as a group, of 30% or more of the voting power of the
Company or replacement of a majority of the members of the Board
during any 12-month period, not endorsed by the majority of the
Board prior to the appointment or election); or (c) in the
ownership of a substantial portion of the assets of the Company, in
each case as provided in Section 409A and the regulations
thereunder and interpretations thereof, as the same may be
applicable from time to time.
" Claimant " has the meaning set forth in
Section 9(a).
" Code " means the Internal
Revenue Code of 1986, as amended.
" Common Stock " means the
common stock, par value $.01 per share, of the Company.
" Company " has the meaning set forth in
Section 1(a).
" Deferral Election " means
an election pursuant to Section 3 hereof to defer receipt of Fees
into a Share Account or Cash Account.
" Deferred Amounts " mean
the amounts credited to a Director's Share Account or Cash Account
pursuant to a Deferral Election or otherwise pursuant to Section
4.
" Director " means a member
of the Board who is neither an officer nor an employee of the
Company. A Director of the Company shall not be deemed to be an
employee of the Company solely by reason of the existence of a
consulting contract between such Director and the Company or any
subsidiary thereof pursuant to which the Director agrees to provide
consulting services as an independent consultant to the Company or
its subsidiaries on a regular or occasional basis for a stated
consideration. The term "Director" as used in the Plan shall
include any person who may hereafter become an advisory director of
the Company, as that term is used in the Company's
By-Laws.
" Disability " and its derivations such
as "Disabled" mean either of the following: (a) the Director
is unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment that
can be expected to result in death or to last for a continuous
period of not less than 12 months; or (b) the Director is, by
reason of any medically determinable physical or mental impairment
that can be expected to result in death or to last for a continuous
period of not less than 12 months, receiving income replacement
benefits for a period of not less than three months under an
accident and health plan covering employees of the
Director's company. Notwithstanding the foregoing, a Director
shall be deemed to have a Disability or to be Disabled if the
Director (i) has been determined to be totally disabled by the
Social Security Administration or (ii) has been determined to
be disabled in accordance with the Director's company's
disability insurance program, but only if the definition of
"disability" under that program complies with the requirements of
Treasury Regulation Section 1.409A-3(i)(4).
" Effective Date " has the
meaning set forth in Section 1(b).
" Fair Market Value " or
" FMV " means, as of any given
date, the closing price reported for the Common Stock during normal
business hours on the New York Stock Exchange for such date, if
traded thereon, or, if not traded thereon, on a national securities
exchange, if traded thereon, or, if not traded thereon, the average
of the high and low or closing bid and asked prices reported on
another reporting system that provides such information on the
applicable date, the preceding trading day, the next succeeding
trading day, or an average of trading days, as determined by the
Board in its discretion. In the event the Common Stock is not
publicly traded at the time a determination of its value is
required to be made hereunder, the determination of its Fair Market
Value shall be made by the Board in such manner as it deems
appropriate.
" Fees " means Retainer
Fees and Meeting Fees.
" Investment Options " means the
investment options made available by the Board under the Plan, as
may be modified from time to time. The Director may change a
selection by submitting a new election to the Board on a form
approved by the Board. Any such selection shall take effect in the
calendar quarter next succeeding the quarter in which the election
form is received by the Board, and shall continue in effect
thereafter until changed in accordance with the foregoing sentence.
The Director's selection of an Investment Option and the
crediting or debiting of amounts to a Director's Cash Account
based on such selection shall not be considered or construed as an
actual investment in any such Investment Option. A Director's
Cash Account balance shall at all times be a bookkeeping entry
only.
" Meeting Fees " means fees
scheduled to be paid to a Director for attendance at Board or
committee meetings.
" Plan " has the meaning set forth in
Section 1(a).
" Plan Administrator " means the Board or
such delegate as the Board prescribes pursuant to
Section 19(a).
" Retainer Fees " means the
annual retainer scheduled to be paid to a Director for the calendar
year and additional annual fees scheduled to be paid to a Director
for serving as Chairman of the Board or as Chair of a Board
committee.
" Section 409A " means
Section 409A of the Code.
" Share Account " means the
bookkeeping account established by the Company for the deferrals of
Fees by Directors, which shall be credited with Share Units
pursuant to Section 4(a).
" Share Unit " means a
share of Common Stock credited as a bookkeeping entry to a
Director's Share Account. Each Share Unit shall represent the right
to receive one share of Common Stock.
" Unforeseeable Emergency " means a
severe financial hardship to the Director resulting from an illness
or accident of the Director, the Director's spouse, the Director's
Beneficiary or the Director's dependent (as defined in Code Section
152(a)), without regard to Sections 152(b)(1), (b)(2) and
(d)(1)(B)); loss of the Director's property due to casualty
(including the need to rebuild a home following damage to a home
not otherwise covered by insurance, for example, not as a result of
a natural disaster); or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond
the control of the Director. For example: (a) the imminent
foreclosure of or eviction from the Director's primary residence
may constitute an Unforeseeable Emergency; (b) the need to pay for
medical expenses, including nonrefundable deductibles, as well as
for the costs of prescription drug medication may constitute an
Unforeseeable Emergency; (c) the need to pay for the funeral
expenses of a spouse, a Beneficiary or a dependent (as defined in
Code Section 152, without regard to Sections 152(b)(1), (b)(2) and
(d)(1)(B)) may constitute an Unforeseeable Emergency. The purchase
of a home and the payment of college tuition are not Unforeseeable
Emergencies. The determination of whether an Unforeseeable
Emergency has occurred shall be based on the facts and
circumstances of the individual Director's situation and shall be
determined by the Plan Administrator.
3.
Terms and Conditions of Deferral Elections
.
(a) In General . Each Director may
irrevocably elect annually to defer receiving all or a portion of
(i) the shares of Common Stock that would otherwise be issued in
connection with the Director's retainer fees or meeting fees in
respect of a calendar year, (ii) the shares of Common Stock that
would otherwise be issued upon a Director's election to receive
cash retainer fees or meeting fees in shares of Common Stock, or
(iii) a Director's cash retainer fees or meeting fees in respect of
a calendar year that are not subject to an election to receive such
fees in shares of Common Stock (a " Deferral Election ").
Each Deferral Election shall state the amount of cash or stock that
the Director is electing to defer. A Director who has made a
Deferral Election with respect to shares of Common Stock shall have
the number of shares of Common Stock that are the subject of the
Deferral Election credited to a Share Account in the form of Share
Units. A Director who has made a Deferral Election with respect to
Meeting Fees that are not subject to a Share Election shall
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