INTERMEC, INC. 2002 DIRECTOR STOCK OPTION AND FEE PLANStock Option Agreement |
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INTERMEC, INC.
2002 DIRECTOR STOCK OPTION AND FEE PLAN
As Amended Effective November 13, 2007
1. Purpose.
The
Intermec, Inc. 2002 Director Stock Option and Fee Plan (the
"Plan”) is
intended to provide an incentive to members of the board of
directors of Intermec, Inc., a Delaware corporation (the
"Company”) , who
are neither officers nor employees of the Company, to remain in the
service of the Company and increase their efforts for the success
of the Company and to encourage such directors to own shares of the
Company's stock, thereby aligning their interests more closely with
the interests of the Company's shareholders. The Plan is also
intended to assist the Company in attracting experienced and
qualified candidates to become members of the Board.
2. Definitions
.
"1997 Plan" means the UNOVA, Inc. Director Stock Option
and Fee Plan, adopted September 24, 1997, and amended
July 27, 1999.
"Adverse Tax Consequences under Section 409A" means the
accelerated inclusion, 20 percent additional tax rate, and
associated interest charge that will apply to any deferred
compensation included in taxable income of a Director under Section
409A(a)(1)(B) of the Code.
"Annual Grant" means the annual grant of Options, if any,
made to Directors under Section 7(a) of the Plan.
"Average Quarterly Price" means the average of the Fair
Market Value of Common Stock on each trading date of a calendar
quarter.
"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 which will be
credited with interest pursuant to Section 6(d)
hereof.
"Code" means the Internal Revenue Code of 1986, as
amended.
"Common Stock" means the common stock, par value $.01 per
share, of the Company.
"Deferral Election" means an election pursuant to
Section 6 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 6(h).
"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 this 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.
"Effective Date" means January 1, 2002, subject to
approval by the Company's shareholders as provided in
Section 12 hereof.
"Exchange Act"
means the Securities Exchange Act of 1934, as
amended.
"Fair Market Value" means, as of any given date, the average
of the highest and lowest reported sales price of the Common Stock
on the New York Stock Exchange Composite Tape or, if not listed on
such exchange, on any other national securities exchange on which
the Common Stock is listed or on NASDAQ. If there is no regular
public trading market for such Common Stock, the Fair Market Value
of the Common Stock shall be determined by the Board in good
faith.
"Fees" means Retainer Fees and Meeting Fees.
"Meeting Fees" means fees scheduled to be paid to a Director
for attendance at Board or committee meetings.
"Options" means the options to purchase Common Stock granted
to a Director under Section 7(a) as an Annual
Grant.
"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.
"Share Account" means the bookkeeping account established by
the Company for the deferrals of Fees by Directors, which will be
credited with Share Units pursuant to Section 6(a)
hereof.
"Share Election" means the election by a Director to receive
shares of Common Stock in lieu of Fees as set forth in
Section 5(b) hereof.
"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.
3. Administration
of the Plan . Subject
to the express provisions of the Plan, the Board will have complete
authority to interpret the Plan; to prescribe, amend, and rescind
rules and regulations relating to the Plan; to determine the terms
and provisions of the respective option agreements (which need not
be identical); and to make all other determinations necessary or
advisable for the administration of the Plan. The Board shall have
the right to delegate its authority to administer the Plan to the
Governance and Nominating Committee or another Board committee
consisting solely of independent Directors. The Board's
or such committee’s determination on the matters referred to
in this Section 3 shall be conclusive.
4. Stock
Reserved for the Plan . The number of shares of
Common Stock authorized for issuance under this Plan is 500,000
plus (i) the number of shares reserved and available for issuance
under the 1997 Plan on the Effective Date of this Plan and
(ii) any shares subject to grants made under the 1997 Plan,
but which subsequently expire or are canceled, forfeited, or
terminated. The number of shares of Common Stock issuable under
this Plan shall be subject to adjustment pursuant to
Section 10 hereof. Shares of Common Stock delivered hereunder
may be either authorized but unissued shares or previously issued
shares reacquired and held by the Company as treasury
shares.
5.
Terms and
Conditions of Payment of Fees.
(a)
Fees.
(i)
Retainer Fees. Unless a Director makes a
Share Election in accordance with Section 5(b) hereof, each
Director shall receive Retainer Fees to be paid in the form of
cash, after the end of the quarter in which earned; provided,
however, that the payment of Retainer Fees to a Director with
respect to his or her service as Chairman of the Board shall be
paid in the form of Common Stock and shall be conditioned upon a
mandatory Deferral Election under Section 6 with respect to such
shares.
(ii)
Meeting Fees. Unless a Director
makes a Share Election in accordance with Section 5(b) hereof, each
Director shall receive Meeting Fees to be paid in the form of cash,
after the end of the quarter in which earned.
(iii)
Fee Amounts. The amount of
Retainer Fees shall be set from time-to-time by the
Board. The amount of Meeting Fees shall be set from
time-to-time by the Board, in any manner reasonably intended
to
reflect and compensate the Directors’ duty to attend meetings
of the Board and its committees. If at a time other than at the
beginning of the year (A) any person becomes a Director, (B) a
Director ceases to be a Director, (C) a Director joins or leaves a
committee of the Board, or (D) a Director is appointed or ceases to
be Chairman of the Board or Chair of a Board committee, an
adjustment shall be made to the calculation of the applicable
Retainer Fee and Meeting Fee, as the case may be, based upon the
time remaining in such year.
(b) Share
Election. Each Director may make an annual election (the
"Share
Election" ) to receive in the form of Common Stock (subject
to a Deferral Election) all of his or her Fees earned in each
calendar year. The shares of Common Stock (and cash in lieu of
fractional shares) issuable pursuant to a Share Election shall be
issued quarterly in accordance with Section 5(c) hereof. The
Share Election must be in writing and delivered to the Secretary of
the Company on or prior to December 31 of the calendar year
preceding the calendar year in which the applicable Fees are to be
earned; provided ,
however ,
that any Director who commences service on the Board on or
subsequent to January 1 of a calendar year may make a Share
Election during the thirty-day period immediately following the
commencement of his or her directorship. A Share Election, once
made, shall be irrevocable for the calendar year with respect to
which it is made and shall remain in effect for future calendar
years unless revoked in writing or modified by a subsequent Share
Election with respect to future calendar years on or prior to
December 31 of the calendar year preceding the calendar year in
which such revocation shall take effect and in accordance with the
provisions hereof.
(c) Issuance
of Shares. Shares of Common Stock issuable to a
Director pursuant to Sections 5(a) and 5(b) shall be issued to such
Director on the first business day following the end of each
calendar quarter. The total number of shares of Common Stock to be
so issued shall be determined by dividing (x) the dollar
amount of any Fees for the preceding calendar quarter to which a
Share Election applies by (y) the Average Quarterly Price for
the preceding quarter. In no event shall the Company be required to
issue fractional shares. In the event that a fractional share of
Common Stock would otherwise be required to be issued, an amount in
lieu thereof shall be paid in cash based upon the Fair Market Value
of such fractional share on the last business day of the preceding
calendar quarter.
(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 upon a Share
Election, or (ii) such Director's Fees in respect of a
calendar year that are not subject to a Share Election (a
"Deferral
Election" ). 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 Fees that
are not subject to a Share Election shall have the amount of
deferred fees credited to a Cash Account.
(b) Timing of
Deferral Election. The Deferral Election shall
be in writing and delivered to the Secretary of the Company on or
prior to December 31 of the calendar year preceding the calendar
year in which the applicable Fees are to be earned; provided ,
however,
that a Director who commences service on the Board on or subsequent
to January 1 of a calendar year may make a prospective
Deferral Election during the thirty-day period immediately
following the commencement of his or her directorship, and,
accordingly, such Deferral Election shall apply only with respect
to compensation paid for services to be performed subsequent to the
Deferral Election. A Deferral Election, once made, shall be
irrevocable for the calendar year with respect to which it is made
and shall remain in effect for future calendar years unless revoked
or modified by a subsequent Deferral Election with respect to
future calendar years on or prior to December 31 of the calendar
year preceding the calendar year in which such revocation shall
take effect and in accordance with the provisions
hereof. No subsequent Deferral Election may be made with
respect to Fees earned during the current calendar year or prior
calendar years.
(c |
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