8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 31, 2009

Intermec, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-13279	95-4647021
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification Number)
6001 36th Avenue West          Everett, Washington                        www.intermec.com		98203-1264
(Address of principal executive offices and internet site)		(Zip Code)
(425) 265-2400
(Registrant's telephone number, including area code)
No Change
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

1.      2009 Management Incentive Compensation Plan

On March 31, 2009, the Compensation Committee of our Board of Directors established the 2009 Management Incentive Compensation Plan (“MICP”) which sets forth performance goals and targets for bonuses for calendar year 2009 for certain officers and other employees, including our Named Executive Officers named in our 2008 proxy statement (“NEOs”).

Payments of bonuses under the MICP are made annually only.

The performance goals and weight factors applicable under the MICP are as follows:

•           Achievement of Operating Profit versus Revenue, 50% weighting

•           Achievement of Operating Profit versus Average Invested Capital, 50% weighting

Each NEO is assigned an individual target opportunity for MICP payments, ranging from 50% to 100% of his or her actual 2009 base salary.  The target percentage opportunity under the MICP for each NEO is the same as it was in 2008, which was reported in our Current Report on Form 8-K dated February 19, 2008 and is incorporated herein by reference.  The target percentage opportunity for our Chief Financial Officer, Robert J. Driessnack, is 60% of his base salary.

For purposes of the MICP, “Average Invested Capital” has the same meaning as “Invested Capital” as described below under the 2009-2011 PSU Program.

2.      2009-2011 Award Period Under the 2008 Long Term Performance Share Program

On March 31, 2009, the Compensation Committee of our Board of Directors established the 2009-2011 performance measures under our 2008 Long-Term Performance Share Program (“PSU Program”), which is a program under our 2008 Omnibus Incentive Plan (the “2008 Omnibus Plan”).

The PSU Program was established in May 2008 after stockholder approval of the 2008 Omnibus Plan, and is comparable to a similar program under our 2004 Omnibus Incentive Compensation Plan, the predecessor plan to the 2008 Omnibus Plan. The Committee establishes target awards of Performance Share Units (“PSUs”) at the beginning of each three-year award period. Participants, who include our NEOs, are assigned individual target opportunities for PSU Program payouts and receive payouts in the form of common stock at the end of the three-year period, in an amount dependent on the degree to which the assigned targets were achieved during an assigned performance period.  Participants can earn from 0% to 200% of their target PSU award depending on whether the Company's performance is below, at or above target.

The performance goals and weight factors applicable to participants under the 2009-2011 PSU Program performance period differ from prior years’ and are as follows:

•           Achievement of Diluted Earnings per Share from continuing operations, 50% weighting

•           Achievement of Return on Invested Capital, 50% weighting.  

“Return on Invested Capital” is defined as business operating profit divided by the average of the 13 month-end amounts of Invested Capital (December of the preceding year and twelve months in the current year).  “Invested Capital” is defined as (Total Equity + Pension Liabilities) – (Cash and Cash Equivalents). The achievement of each goal will be separately determined as a percentage of target based on fiscal year 2010 results.

In prior years, the performance period was three years.  The performance period for the 2009-2011 PSU Program is two years.  The Compensation Committee of our Board of Directors will determine achievement of performance goals after the end of 2010, based on fiscal year 2010 results.  At that time, the number of shares to be issued to each participant will be fixed and will be subject to a forfeiture restriction until December 31, 2011.

The Compensation Committee has amended the PSU Program and the form of Long-Term Performance Share Program Agreement for the 2009-2011 PSU Program (the “PSU Agreement”) to reflect these changes in the program.  The PSU Program, as amended, and the PSU Agreement, as amended, are filed as Exhibit 10.1 and Exhibit 10.2, respectively, with this Current Report.

3.      Restricted Stock Unit Awards

On March 31, 2009, the Compensation Committee of our Board of Directors awarded restricted stock units (“RSUs”) to certain of our officers, including certain of our NEOs, as part of the long-term incentive compensation program for 2009.  The RSUs will vest in three approximately equal increments beginning on the first anniversary of the date of grant, and will be paid out in shares of our common stock.  The NEOs who received awards were Mr. Byrne, for 40,000 RSUs,and Ms. Harwell, for 13,333RSUs.   Mr. Driessnack received 13,333 RSUs.

Item 8.01 Other Events.

Our Compensation Committee approved and adopted amendments to the severance plans applicable to our executive officers, including our NEOs, and consolidated them into a single “Corporate Executive Severance Plan.”  None of the amendments materially modified the prior severance plans.  The Corporate Executive Severance Plan is filed as Exhibit 10.3 with this Current Report.

Item 9.01 Financial Statements and Exhibits.

(d)   Exhibits

Exhibit Number	Description
10.1	2008 Long-Term Performance Share Program, as amended
10.2	Long-Term Performance Share Program Agreement, as amended  (2009-2011 award period)
10.3	Corporate Executive Severance Plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Intermec, Inc.

(Registrant)

Date:  April 3, 2009 By:  /s/ Robert J. Driessnack Robert J. Driessnack Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	2008 Long-Term Performance Share Program, as amended
10.2	Long-Term Performance Share Program Agreement, as amended   (2009-2011 award period)
10.3	Corporate Executive Severance Plan

EX-10.1

Exhibit 10.1

Intermec, Inc.

2008 Long-Term Performance Share Program

(as amended March 31, 2009)

Name of Program	The program will be called the Intermec, Inc. 2008 Long-Term Performance Share Program (the “Program”), and will be considered a “sub-plan” under the 2008 Omnibus Incentive Plan, as amended from time to time (the “Plan”).
Purpose	The primary purposes of the Program are to: ·Reward officers and key employees for the overall success of Intermec, Inc. (the “Company”) as reflected through    the Company’s financial performance, stock price or earnings; and ·Provide a competitive long-term incentive program.
Effective Date	The original effective date of the Program is May 23, 2008.  The Program will remain in effect until the earlier of (i) the Plan’s expiration or termination of the Plan by the Board or the Compensation Committee of the Board (the “Committee”) or (ii) termination of the Program by the Committee.
Award and Performance Periods	Each award period under the Program is three years, with the first award period running from January 1, 2008 to December 31, 2010.  The Committee shall have the discretion to establish performance periods and measurement periods within an award period for purposes of establishing periods over which performance in an award period is to extend or be measured.
Grant Frequency	A new three-year award period will begin annually on each January 1, which will create overlapping award periods.
Size of Awards	Target awards will be established for each participant, denominated in shares (“PSUs”). Target award levels will be approved annually by the Committee.
Program Structure	Participants can earn from 0 percent to 200 percent of their target shares based on Company financial performance (“Earned PSUs”).
Performance Measure(s)	For each performance period, the Committee shall select performance measures from those set forth in Section 15 of the Plan.  The Committee may choose to include or exclude any of the events set forth in Section 15 of the Plan in the evaluation of performance for such period.
Form and Timing of Payout	Upon completion of an award or performance period, as applicable, (i) the number of Earned PSUs shall be determined and such Earned PSUs shall be paid out in shares of the Company’s common stock equal to the number of Earned PSUs or (ii) alternatively, the right to receive shares with respect  to Earned PSUs shall remain subject to additional performance or time conditions that apply during the remainder of the award period (shares subject to such contingent rights are referred to in the Program as "RSUs").  The Committee shall determine at or prior to the grant of PSUs whether the number of Earned PSUs shall be subject to additional performance or time conditions during an award period. Except as otherwise provided in the Program, any shares issuable upon completion of an award period shall be paid to participants no later than 2½ months after an award period has ended.
Dividends	Dividends, if any, declared during an award period will be converted, (i) with respect to PSUs, into additional PSUs, based on a participant’s target award, or (ii) with respect to RSUs, into additional RSUs with respect to the total number of units held by a participant.
Certain Terminations of Employment	In the event of a participant’s termination as a result of death or disability prior to the end of the award period,  the former employee (or beneficiary)  will be entitled to receive a payout of Earned PSUs on the same basis as other participants, provided that (1) such amount shall be  prorated for the number of full months worked during the award period as a percentage of the total number of full months in the award period and (2) payout shall be made within 2-1/2 months after the later of the termination or the certification by the Compensation Committee of payouts for the award period, notwithstanding the requirement applicable generally that no payout is due unless the participant  remains employed until the end of the award period. Any such Earned PSUs will be paid in shares of common stock . For purposes of the foregoing, "disability" has the definition set forth in the Plan. Amounts paid on account of death will be paid to a beneficiary designated by the participant. If no beneficiary has been designated, amounts will be paid to the participant’s estate. Notwithstanding the foregoing and any other provision in the Program, awards shall be paid in shares of common stock to (or with respect to) the participant no later than 2½ months following the end of the year in which such awards are no longer subject to a substantial risk of forfeiture within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.
Other Terminations of Employment	In the event of a termination of employment prior to the end of a an award period not in connection with disability or death, as discussed above, the participant will forfeit any right to any payout for all award periods in progress under the Program.
Tax Withholding	The Company has the right to deduct any taxes or statutory deductions required by law to be withheld from all payments under the Program.
Change in Capitalization	Any change in capitalization which results in a material change in the value of the Company’s common stock (e.g., special dividend, spin-off) will result in an adjustment in the number of shares earned at target and the number of shares subject to RSUs to reflect the recapitalization. While individual recapitalization “events” will be assessed by the Committee on a case-by-case basis, the overriding objective will be to avoid rewarding or penalizing participants specifically as a function of the event.
Change of Control	The effect of a Change of Control on outstanding PSUs and RSUs shall be governed by the terms of the Company’s change of control policy applicable to the participant, which policy is either the Executive Change of Control Policy for the Plan or the  Standard Change of Control Policy for the Plan, both of which were effective January 7, 2009.  For purposes of the foregoing, "Change of Control" has the definition set forth in the change of control policy applicable to the participant.
Accounting Considerations	The employer must recognize an expense for compensation over the award period. An estimated expense is accrued by amortizing the initial value of the awards and any subsequent appreciation over the award period based upon preestablished goals.  The approach to expensingmay change.
Tax Considerations	The Company will receive a tax deduction in the year in which the actual payout is determinable. The employee must report taxable income in the year the award is paid.

EX-10.2

Exhibit 10.2

Intermec, Inc.

2008 Long-Term Performance Share Program

Agreement for the Award Period

January 1,  2009 through December 31, 2011

This Performance Share Unit Agreement (the “Agreement”) is made as of %%OPTION_DATE%-%, between Intermec, Inc., a Delaware corporation (the “Company”), and %%FIRST_NAME%-% %%MIDDLE_NAME%-% %%LAST_NAME%-% (the “Participant”).

WHEREAS, the Intermec, Inc. 2008 Omnibus Incentive Plan (the “Plan”) was adopted by the Board of Directors of the Company on March 19, 2008, and was approved by the stockholders of the Company on May 23, 2008; and

WHEREAS, the Committee has adopted the 2008 Long-Term Performance Share Program, as amended (the “Program”), as a sub-plan of the Plan and authorized the Award represented by this Agreement;

NOW, THEREFORE, in consideration of the premises, the mutual covenants hereinafter set forth, and other good and valuable consideration, the Company and the Participant hereby agree as follows:

Article 1.  Award

The Participant is hereby awarded, as a matter of separate inducement and agreement, and not in lieu of salary or other compensation for services, %%TOTAL_SHARES_GRANTED,’999,999,999’%-% Performance Share Units (the “Target Award”), on the terms and conditions hereinafter set forth.  The number of Performance Share Units (“PSUs”) that the Participant may earn under this Agreement shall range from 0% to 200% of the Target Award (the “Earned PSUs”), as determined by the achievement of the performance measures set forth in Article 3 of this Agreement.  The Earned PSUs shall be paid in shares of the common stock, par value $.01 per share, of the Company (the “Common Stock”) as set forth in Article 6 of this Agreement.  The Participant shall have no obligation to pay the Company additional consideration for the Earned PSUs.

The Plan and the Program, copies of which have been made available to the Participant, are incorporated herein by reference and made part of this Agreement as if fully set forth herein. Capitalized terms used in this Agreement that are not defined herein shall have the meanings assigned to such terms in the Plan and the Program. This Agreement is subject to, and the Company and the Participant agree to be bound by, all of the terms and conditions of the Plan and the Program as the same exist at the time this Agreement became effective. The Plan and the Program shall control in the event there is any express conflict between the terms hereof and the Plan or the Program and with respect to such matters as are not expressly covered in this Agreement. The Company hereby reserves the right to alter, amend, modify, restate, suspend or terminate the Plan, the Program and this Agreement in accordance with Section 16.1 of the Plan, but no such subsequent amendment, modification, restatement, or termination of the Plan, the Program or this Agreement shall adversely affect in any material way the Participant’s rights under this Agreement without the Participant’s written consent.  This Agreement shall be subject, without further action by the Company or the Participant, to such amendment, modification, or restatement.

Article 2.  Measurement Period, Performance Period and Award Period

For all purposes of this Agreement, “Measurement Period” means January 1, 2010 through December 31, 2010, “Performance Period” means January 1, 2009 through December 31, 2010, and “Award Period” means January 1, 2009 through December 31, 2011.

Article 3.  Achievement of Performance Measures

The number of Earned PSUs to be earned under this Agreement shall be based upon the achievement of the following Performance Measures set by the Committee:

[PERFORMANCE MEASURES]

The number of Earned PSUs earned for achievement above threshold levels but between the levels shown above will be calculated using interpolation.

In evaluating the achievement of each measure as of the end of the Measurement Period, the Committee will adjust the calculation of the Attainment Level to exclude restructuring or reorganization costs (as defined in accordance with U.S. GAAP) incurred in any fiscal year in the Measurement Period to the extent that related savings from the program will occur in a future fiscal year, and will include these costs in the future measurement period in which, and to the extent that, cost savings are anticipated during such Measurement Period.

At the end of the Measurement Period, the number of Earned PSUs shall be determined but shall be subject to a forfeiture restriction until December 31, 2011, subject to the terms of this Agreement.  During such time as the Earned PSUs remain subject to the forfeiture restriction, they are referred to in this Agreement as Restricted Stock Units (“RSUs”).

Article 4. Termination/Forfeiture Provisions

Except as otherwise provided below in this Article 4, a Participant shall be eligible for payment of Earned PSUs, as determined in Article 3, only if the Participant’s employment with the Company or a Related Company continues through the end of the Award Period.

In the event of a Participant’s termination of employment as a result of death or disability prior to the end of the Award Period,  the former employee (or beneficiary)  will be entitled to receive a payout of Earned PSUs on the same basis as other Participants, provided that (1) such amount shall be  prorated for the number of full months worked during the Award Period as a percentage of the total number of full months in the Award Period and (2) .payout shall be made within 2-1/2 months after the later of the termination or the certification by the Compensation Committee of payouts for the Award Period, notwithstanding the requirement applicable generally that no payout is due unless the Participant  remains employed until the end of the Award Period.

The effect of a Change of Control on PSUs and RSUs shall be governed by the terms of the Company's change of control policy applicable to the Participant (either the Executive Change of Control Policy for the Plan or the Standard Change of Control Policy for the Plan, effective January 7, 2009).

Article 5. Rights as a Stockholder

During the Award Period, the Participant shall have no rights of a stockholder with respect to the PSUs, RSUs or the Earned PSUs.  Notwithstanding the foregoing, the Participant shall be entitled to receive any dividend equivalents declared by the Board, as provided in the Program.

Article 6. Form and Timing of Payment

Except as set forth in Article 4 or in the Program, payment of Earned PSUs shall be made in the form of shares of Common Stock within 2½ months following the close of the Award Period.  The Company shall direct its transfer agent to issue to the Participant, in uncertificated form, the number of unrestricted shares of Common Stock that are payable to the Participant under the Agreement.

Article 7. Nontransferability

PSUs and RSUs may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.  The Participant’s rights under this Agreement shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s legal representative.

Article 8. Administration

It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan, the Program and this Agreement, all of which shall be binding upon the Participant.

Article 9.  Withholding Taxes

No later than the date as of which an amount first becomes includable in the gross income of the Participant for federal income tax purposes with respect to any Earned PSUs, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local, or foreign taxes of any kind required by law to be withheld by the Company with respect to such amount. Unless otherwise determined by the Committee, withholding obligations (up to the minimum statutory amount required to be withheld by the Company) may be settled with shares of Common Stock, including the Earned PSUs that give rise to the withholding requirement or shares of Common Stock already owned by the Participant. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company and its Related Companies shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Participant. Participant, therefore, hereby unconditionally and irrevocably elects, notwithstanding anything to the contrary in this Article 9 or elsewhere in this Agreement, to satisfy any and all federal, state, local, and foreign taxes of any kind that may be withheld by the Company in connection with Participant’s Earned PSUs (the “Withholding Taxes”) by electing one of the following options; provided that in all cases, the Company shall have the right to receive not less than the minimum amount of the Withholding Taxes that the Company is required by law to withhold (the “Mandatory Withholding Taxes”); and further provided that an amount equal to the Mandatory Withholding Taxes in respect of any cash payment to Participant shall be withheld from any such cash payment:

OPTION 1:

¨ Authorizing and directing the Company to deduct from the total number of shares of Common Stock issuable and deliverable to Participant pursuant to this Agreement the number of shares having a value equal to the Mandatory Withholding Taxes.

OPTION 2:

¨ Paying to the Company in cash an amount up to the Withholding Taxes but not less than the Mandatory Withholding Taxes.

OPTION 3:

¨ Tendering to the Company the number of unrestricted shares of Common Stock owned by the Participant prior to the date on which Withholding Taxes are due and having a value equal to the Mandatory Withholding Taxes.

In the event that none of the payment options set forth above is specified, the Participant’s election shall be deemed to be Option 1, and the Company shall proceed accordingly.  The Company may refuse to deliver the shares of Common Stock if the Participant fails to comply with his or her obligations in connection with the Withholding Taxes as described in this Article 9.

Regardless of any action the Company takes with respect to any or all Withholding Taxes, the Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspects of the PSUs or RSUs, including the grant or vesting of the PSUs or RSUs, the subsequent sale of shares of Common Stock received upon vesting of the PSUs or RSUs, if any, and the receipt of any dividends or dividend equivalents; and (ii) do not commit to structure the terms of the Award of any aspect of the Award to reduce or eliminate the Participant’s liability for Withholding Taxes.

Article 10. Miscellaneous

A.         The Participant understands and acknowledges that the Participant is one of a limited number of employees of the Company and its Related Companies who have been selected to receive grants of PSUs and that the Participant’s Award is considered Company confidential information. The Participant hereby covenants and agrees not to disclose the Award of PSUs pursuant to this Agreement to any other person except (i) the Participant’s immediate family and legal or financial advisors who agree to maintain the confidentiality of this Agreement, (ii) as required in connection with the administration of this Agreement and the Plan as it relates to this Award or under applicable law, and (iii) to the extent the terms of this Award have been publicly disclosed.

B.         The grant of PSUs to the Participant in any year shall give the Participant neither any right to similar grants in future years nor any right to be retained in the employ of the Company or its Related Companies, such employment being terminable to the same extent as if the Program and this Agreement were not in effect. The right and power of the Company and its Related Companies to dismiss or discharge the Participant is specifically and unqualifiedly unimpaired by this Agreement.

C.         Each notice relating to this Agreement shall be in writing and delivered in person or by mail to the Company at its office, 6001 36th Avenue West, Everett, WA 98203-1264, to the attention of the Company’s Secretary or at such other address as the Company may specify in writing to the Participant by a notice delivered in accordance with this paragraph. All notices to the Participant shall be delivered to the Participant at the Participant’s address specified below or at such other address as the Participant may specify in writing to the Secretary of the Company by a notice delivered in accordance with this paragraph.

D.         This Agreement, including the provisions of the Plan and the Program incorporated by reference herein, comprises the whole Agreement between the parties hereto with respect to the subject matter hereof, and shall be governed by and construed in accordance with the laws of the State of Washington, U.S.A., without reference to principles of conflicts of law.  This Agreement shall become effective when it has been executed or accepted electronically by the Company and the Participant.  For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant of the Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of Washington, U.S.A., and agree that such litigation shall be conducted only in the courts of Washington, U.S.A., or the federal courts for the United States for the Western District of Washington, and no other courts where this grant is made and/or to be performed.

E.         This Agreement shall inure to the benefit of and be binding upon each successor of the Company and, to the extent specifically provided herein and in the Plan and the Program, shall inure to the benefit of and shall be binding upon the Participant’s heirs, legal representatives, and successors.

F.         If any provision of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity and enforceability of the remaining provisions of this Agreement.

G.         This Agreement may be executed in separate counterparts, each of which when so executed and delivered will be an original, but all of which together will constitute one and the same instrument. In pleading or proving this Agreement, it will not be necessary to produce or account for more than one such counterpart.

H.         The Company may, in its sole discretion, decide to deliver any documents related to the PSUs granted under, and participation in, the Program or future PSUs that may be granted under the Program by electronic means or to request the Participant’s consent to participate in the Program by electronic means.  The Participant hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Program through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

I.           Payments made pursuant to this Agreement are intended to qualify for an exemption from Section 409A of the Code.  Notwithstanding any other provision in this Agreement and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement, the Program  or the Plan so that the Award granted hereunder to the Participant qualifies for exemption from or complies with Section 409A; provided, however, that the Company makes no representations that the Agreement or the Award shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Award.  The Participant, by executing this Agreement, shall be deemed to have waived any claim against the Company and its affiliates with respect to any such tax, economic and legal consequences.  Also notwithstanding the foregoing, if at the time of a scheduled vesting or payout date under the Agreement, the Participant is a “specified employee” of the Company within the meaning of that term under Section 409A and as determined by the Company, and payment would be treated as a payment made on “separation from service” within the meaning of that term under Section 409A, then, if such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A, the payment shall be delayed until the date which is six months after the date of such separation from service or if earlier the date of the Participant's death.

IN WITNESS WHEREOF, this Agreement is executed by the Participant and by the Company through its duly authorized officer as of the day and year first above written.

INTERMEC, INC.

By:    /s/ Patrick J. Byrne             

  Patrick J. Byrne

PARTICIPANT

(One of the boxes under Article 9 must be checked)

IMPORTANT

PLEASE ACCEPT ELECTRONICALLY OR

SIGN AND RETURN PROMPTLY

%%FIRST_NAME%-%

%%MIDDLE_NAME%-%

%%LAST_NAME%-%

EX-10.3

Exhibit 10.3

Corporate Executive Severance Plan

For

Chief Executive Officer and Elected Officers of Intermec, Inc. and

 Certain Other Designated and Section 16 Officers

1.  Introduction.  This Corporate Executive Severance Plan is effective as of March 23, 2009and applies to the Chief Executive Officer and Elected Vice Presidents of Intermec, Inc., persons who have been identified by the Board of Directors of the Company or the Compensation Committee as officers for purposes of Section 16(a) of the Exchange Act, and other key management personnel of Intermec, Inc. or its subsidiaries or affiliates as selected, in writing by the Chief Executive Officer, in his sole discretion.  Capitalized terms have the meanings set forth in paragraph 10.   This Severance Plan replaces and supersedes any prior Executive Severance Plan applicable to the same individuals, provided that this policy does not affect the Intermec, Inc. Change of Control Severance Plan, effective January 7, 2009.

2.  Obligations of the Company on Termination.

(a) Termination in connection with a Change of Control.   If the Company terminates the Executive’s employment in connection with a Change of Control but not for Cause, death or Disability, the Company will

(i) Pay to the Executive the sum of:

(x) the Executive’s Annual Base Salary through the date of Termination, to the extent not theretofore paid, and

(y) the product of (1) the Applicable Target Bonus, and (2) a fraction, the numerator of which is the number of days in the Company’s current fiscal year through the Date of Termination, and the denominator of which is 365, to the extent not theretofore paid,  and

(z) the product of one (1) [two (2), in the case of the Chief Executive Officer] and the Executive’s Annual Base Salary; and

(ii) Pay to the Executive the product of one (1) [two (2) in the case of the Chief Executive Officer] and the Applicable Target Bonus; and

(iii) Pay to, or on behalf of, the Executive, as incurred, the reasonable costs of outplacement services in accordance with the Company’s practice but not to exceed two years; and

(iv) Pay to the Executive the product of (1) twelve and (2) the amount of the COBRA premium that would be applicable to the level of health coverage maintained by the Executive at the time of termination; and

(v) Satisfy any obligations it may have to the Executive under the terms and conditions of the Plans, including without limitation, the right of executive to continuation of health plan coverage under IRC Section 4980B (COBRA).

Any payments under this Severance Plan are in lieu of any bonuses otherwise payable under the Management Incentive Compensation Plan for the Company’s fiscal year which includes the Date of Termination.

(b) Termination other than for Cause, Death or Disability.  If the Company terminates the Executive's employment other than in connection with a Change of Control and other than for Cause, death or Disability the Company will:

(i) Pay to the Executive the sum of:

(x) the Executive’s Annual Base Salary through the date of Termination, to the extent not theretofore paid, and

(y) the product of (1) the Applicable Target Bonus, and (2) a fraction, the numerator of which is the number of days in the Company’s current fiscal year through the Date of Termination, and the denominator of which is 365, to the extent not theretofore paid,  and

(z) the product of one (1) [two (2), in the case of the Chief Executive Officer] and the Executive’s Annual Base Salary; and

(ii) Pay to, or on behalf of, the Executive, as incurred, the reasonable costs of outplacement services in accordance with the Company’s practice, but not to exceed two years; and

(iii) Pay to the Executive the product of (1) twelve and (2) the amount of the COBRA premium that would be applicable to the level of health coverage maintained by the Executive at the time of termination; and

(iv) Satisfy any obligations it may have to the Executive under the terms and conditions of the Plans, including without limitation the rights of the Executive to continuation of health plan coverage under IRC Section 4980B (COBRA).

Any payments under this Severance Plan are in lieu of any bonuses otherwise payable under the Management Incentive Compensation Plan for the Company’s fiscal year which includes the Date of Termination.

(c)  Termination Due To Death.  If the Executive's employment is terminated by reason of the Executive's death, the Company will have no obligation to the Executive's legal representatives, estate or beneficiaries, other than (i) payment of his or her Annual Base Salary through the Date of Termination, to the extent not theretofore paid and (ii) satisfaction of any obligations the Company may have to the Executive’s legal representatives, estate or beneficiaries under the terms and conditions of the Plans.

(d)  Termination Due To Disability.  If the Executive's employment is terminated by reason of the Executive's Disability, the Company will have no obligation to the Executive or his or her legal representatives, other than (i) payment of his or her Annual Base Salary through the Date of Termination, to the extent not theretofore paid, and (ii) satisfaction of any obligations the Company may have to the Executive or the Executive’s legal representatives under the terms and conditions of the Plans.

(e)  Termination For Cause.  If the Executive's employment will be terminated for Cause, the Company will have no obligation to the Executive, other than (i) payment of his or her Annual Base Salary through the Date of Termination, and (ii) satisfaction of any obligations the Company may have to the Executive under the terms and conditions of the Plans.

3.  Conditional Cap On Payments.

(a)  Subject to paragraph 3(b), if it is determined that any payment or distribution in the nature of Section 280G Compensation by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Severance Plan or otherwise (a "Payment"), would constitute an Excess Parachute Payment and, but for this paragraph 3, would be subject to Excise Tax, then such Payments will be reduced to the Reduced Amount.  Unless the Executive elects another reduction method by giving written notice thereof to the Company prior to the Date of Termination, the Company will reduce the Payments to the Reduced Amount by first reducing Payments that are not payable in cash and then by reducing cash Payments.  Only amounts payable under this Severance Plan that are Section 280G Compensation and are contingent on a Section 280G Change of Control will be reduced pursuant to this paragraph 3(a) but only if, by reason of such reduction, the net after-tax benefit to the Executive exceeds the net after-tax benefit which would be received by the Executive if no such reduction was made.  For the purposes of this paragraph 3, the term “net after-tax benefit” means (i) the total Payments the Executive receives or is entitled to receive that would constitute Parachute Payments less (ii) the amount of all federal, state and local income and employment taxes payable by the Executive with respect to the total Payments calculated at the highest marginal income tax rate for each year in which the Payments will be paid to the Executive (based on the rate in effect for such year as set forth in the IRC as in effect at the time of the first Payment), less (iii) the Excise Taxes imposed by IRC Section 4999 with respect to the Payments.

(b) All determinations required to be made under this paragraph 3 and the assumptions to be utilized in arriving at such determination, will be made by the Accounting Firm which will provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Company that there has been a Payment, or at such earlier time as the Company may request.  All fees and expenses of the Accounting Firm will be borne solely by the Company.  Subject to paragraph 3(c), the Accounting Firm’s determination will be conclusive and binding upon the Company and the Executive.

(c)  If the IRS determines that Executive is liable for Excise Tax as a result of receipt of a Payment, Executive will be obligated to pay to the Company the smallest such amount, if any, as is required to be paid to the Company so that the Executive’s net proceeds with respect to any Payments (after taking the payment of the Excise Tax on such Payments) is maximized (the “Repayment Amount”); provided, however, that the Repayment Amount will be zero if a Repayment Amount greater than zero would not eliminate the Excise Tax imposed on such Payment.  If the Repayment Amount is greater than zero, the Executive will pay that amount within 30 days of the date that the Executive enters into a binding agreement with the IRS as to the amount of the Executive’s Excise Tax liability or within 30 days of receiving a final determination by the IRS or a court of competent jurisdiction requiring the Executive to pay the Excise Tax with respect to a Payment from which no appeal is available or is timely taken.  If the Excise Tax is not eliminated through the payment of the Repayment Amount, the Executive will pay the Excise Tax.

4.  Timing of Payments Due To Executive; Taxes.

(a)  Payments to be made by the Company to the Executive or his or her legal representative, estate or beneficiary pursuant to paragraphs 2(a)(i)-(iv) or 3(a)(i)-(iii) will be made in accordance with Section 6 (Release Required).  All other payments to be made by the Company (if any) to the Executive or his or her legal representative, estate or beneficiary will be made at the time and in the manner specified in the applicable Plan.

(b)  All federal, state, local and foreign taxes are the sole responsibility of the Executive and his or her legal representative, estate or beneficiaries.

(c)  The Company may withhold from any amounts payable under this Severance Plan such federal, state, local or foreign taxes as are required to be withheld pursuant to applicable laws and regulations.

5.  No Double Benefits, Offsets or Mitigation.

(a)  If, in addition to this Executive Severance Plan, another severance plan or an agreement (including without limitation, the Intermec, Inc. Change of Control Severance Plan) requires the Company to make payments to the Executive as a result of the Company’s termination of the Executive’s employment, the Executive will receive the benefits of this Severance Plan if and only if the Executive waives in writing all rights to the benefits of such other severance plans or agreements.  In the absence of such a waiver, the Company shall have the right to offset the benefits of such other severance plans or agreements against the benefits of this Severance Plan and vice versa.

(b)  Except as provided in Section 5(a) and Section 7, the Company's obligation to make the payments or perform the obligations specified in this Severance Plan will not be affected by any set-off, counterclaim, recoupment, defense, or other claim, right, or action which the Company may have against the Executive or others.

(c) In no event will the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of any Plan and such amounts will not be reduced whether or not the Executive obtains other employment.

6.   Release Required.

No portion of the payments and benefits provided under this Severance Plan shall be paid or provided unless, on or prior to the 60th day following the Executive's Date of Termination, the Executive timely executes a general waiver and release of claims agreement in the form presented by the Company to the Executive on or prior to the seventh day following termination, and such release shall not have been revoked by the Executive (and the applicable revocation period shall have expired) prior to such 60th day. Upon satisfaction of the foregoing conditions, all such payments and benefits under this Severance Plan shall be paid or provided on the 61st day following the Executive's Date of Termination.

7.   Restrictive Covenants.

(a)As of the first date on which the Executive violates any of the covenants contained in the Invention Agreement, Conflicts of Interest Agreement, Non-Disclosure Agreement and Non-Compete Agreement of the Company executed by the Executive in connection with the Executive's employment (“Restrictive Covenants”), any remaining unpaid portion of the payments and benefits provided under Section 2 shall thereupon be forfeited.

(b)In the event the terms of any Restrictive Covenant shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.

(c)The Executive recognizes and acknowledges that a breach of the Restrictive Covenants will cause irreparable damage to the Company and its goodwill, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate.

(d)Accordingly, the Executive agrees that in the event of a breach of any of the Restrictive Covenants, in addition to any other remedy that may be available at law or in equity, the Company shall be entitled to specific performance and injunctive relief.

(e)In addition, in the event that the Executive violates any of the Restrictive Covenants, the Executive shall be required to pay to the Company in a single lump sum an amount equal to the aggregate total of the amounts the Executive has received pursuant to Section 2 (except of base salary through the Date of Termination and payment of any obligations of the Company under the Plans) within 30 days following the date of such violation.

8.   Amendment or Termination of Severance Plan.

(a) Subject to paragraph 8 (b), the Company may amend or terminate this Severance Plan at any time prior to the Date of Termination, in which case the Executive will have no further rights under this Severance Plan.

(b)  During the one-year period following a Change of Control, the Company and its Successors may not amend or terminate the Plan with respect to any Executive employed by the Company on the Change of Control Date.

9.   Successors.

(a)  The Company will require any Successor to expressly assume and agree to perform this Severance Plan in the same manner and to the same extent that the Company would be required to perform it if no Change of Control had occurred.

(b)  This Plan will inure to the benefit of and be binding upon the Company, its Successors and assigns and upon the Executive and his or her legal representatives, estate and beneficiaries.

10.    Definitions.

10.1   “Accounting Firm” means the independent certified public accounting firm serving the Company immediately prior to the Date of Termination.

10.2   “Annual Base Salary” means the Executive’s annual base salary as of the Date of Termination.

10.3   “Applicable Target Bonus” means the Target Annual Bonus for the Company’s fiscal year which includes the Date of Termination, provided, however, if there is no such Target Annual Bonus established by the Date of Termination, the Applicable Target Bonus will be the Target Annual Bonus established for the Executive for the fiscal year immediately prior to the year in which the Date of Termination occurs.

10.4   “Cause” means (i) the failure of the Executive to perform substantially the Executive's duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness) or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

10.5   “Change of Control” means Change of Control as defined in the Intermec, Inc. Executive Change of Control Policy for 2008 Omnibus Incentive Plan, Effective January 7, 2009.

10.6   “Change of Control Date” means the effective date of a Change of Control.

10.7   “Company” means Intermec, Inc. and/or Intermec Technologies Corporation.

10.8   “Date of Termination” means (i) if the Executive's employment is terminated by the Company for Cause, the date of receipt of the Notice of Termination or any later date specified therein, (ii) if the Executive's employment is terminated by the Company other than for Cause or Disability, the date on which the Company notifies the Executive of such termination, or any later date specified therein, and (iii) if the Executive's employment is terminated by reason of death or Disability, the date of death of the Executive or the Disability effective date, as the case may be.

10.9   “Disability” means the inability of the Executive to perform the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

10.10 “Excess Parachute Payment” means an excess parachute payment within the meaning of IRC Section 280G.

10.11  “Executive” means the Chief Executive Officer, Senior Vice President, or Elected Vice President of the Company, or other person to whom this Severance Plan applies pursuant to Section 1 hereof.

10.12 “Excise Tax” means the excise tax imposed by IRC Section 4999.

10.13 “Fringe Benefit Plan” means any plan, practice, program or policy maintained by the Company with respect to fringe benefits.

10.14 “Incentive Compensation Plan” means incentive plans, practices, policies and programs (including stock option or similar incentive plans) maintained by the Company, including, without limitation, the Management Incentive Compensation Plan.

10.15 “IRC” means the Internal Revenue Code of 1986 as amended.

10.16 “IRS” means the U.S. Internal Revenue Service.

10.17  “Management Incentive Compensation Plan” means the Intermec, Inc. Management Incentive Compensation Plan (effective for the Company’s 1999 fiscal year and thereafter) and any predecessor or successor plans which provide for the grant of annual cash bonuses or other short-term cash incentive awards.

10.18  “net after-tax benefit” has the meaning set forth in paragraph 3(a) of this Severance Plan.

10.19  “Parachute Payment” means “parachute payment” within the meaning of IRC Section 280G.

10.20  “Payment” has the meaning set forth in paragraph 3(a) of this Severance Plan.

10.21  “Plan” means Fringe Benefit Plan, Incentive Compensation Plan, Retirement Plan, Savings Plan, and/or Welfare Benefit Plan.

10.22  “Repayment Amount” has the meaning set forth in paragraph 3(c) of this Severance Plan.

10.23  “Reduced Amount” means an amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment to be subject to Excise Tax.

10.24 “Retirement Plan” means any qualified or non-qualified defined benefit retirement plan maintained by the Company, including but not limited to, the Intermec, Inc. Pension Plan, the Intermec, Inc. Supplemental Executive Retirement Plan and the Intermec, Inc. Restoration Plan.

10.25  “Savings Plan” means any qualified or non-qualified savings plan, practice, program or policy maintained by the Company, including, but not limited to, the Intermec, Inc. Financial Security and Savings Program, the Intermec 401(k) Retirement Plan, and the Intermec Deferred Compensation Plan.

10.26  “Section 280G Change of Control” means a change of control within the meaning of IRC Section 280G.

10.27 “Section 280G Compensation” means compensation within the meaning of IRC Section 280G.

10.28  “Target Annual Bonus” means the target annual cash bonus applicable to the Executive under the Management Incentive Compensation Plan.

10.29  “Welfare Benefit Plan” means any welfare benefit plan, practice, program or policy provided by the Company to its employees, including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans).