10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 28, 2010
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission file number: 001-13279

Intermec, Inc.

(Exact name of registrant as specified in its charter)

Delaware	95-4647021
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
6001 36th Avenue West, Everett, WA	98203-1264
(Address of principal executive offices)	(Zip Code)

(425) 348-2600

(Registrant’s telephone number, including area code)

[None]

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    

Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer ý	Accelerated filer 
Non-accelerated filer 	Smaller reporting company filer 
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No ý

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at April 23, 2010
Common Stock, $0.01 par value per share	61,776,580 shares

INTERMEC, INC.

TABLE OF CONTENTS

REPORT ON FORM 10-Q

FOR THE QUARTER ENDED MARCH 28, 2010

		Page Number
PART I. FINANCIAL INFORMATION
ITEM 1.	Financial Statements
	Condensed Consolidated Statements of Operations (unaudited) for the Quarters Ended March 28, 2010, and March 29, 2009	1
	Condensed Consolidated Balance Sheets (unaudited) as of March 28, 2010, and December 31, 2009	2
	Condensed Consolidated Statements of Cash Flows (unaudited) for the Quarters Ended March 28, 2010, and March 29, 2009	3
	Notes to Condensed Consolidated Financial Statements (unaudited)	4-11
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12-18
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	18
ITEM 4.	Controls and Procedures	18
PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings	19
ITEM 1A.	Risk Factors	19
ITEM 6.	Exhibits	19
Signature		20

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INTERMEC, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended
		March 28, 2010			March 29, 2009
Revenues:
Product	$	115,743		$	128,664
Service		33,487			33,909
Total revenues		149,230			162,573
Costs and expenses:
Cost of product revenues		72,891			83,366
Cost of service revenues		19,320			20,136
Research and development		14,973			15,913
Selling, general and administrative		44,916			51,009
Restructuring charges		737			8,582
Impairment of facility		2,421			-
Total costs and expenses		155,258			179,006
Operating loss		(6,028	)		(16,433	)
Interest income		150			341
Interest expense		(345	)		(226	)
Loss before income taxes		(6,223	)		(16,318	)
Income tax benefit		(2,578	)		(5,917	)
Net loss	$	(3,645	)	$	(10,401	)
Basic loss per share	$	(0.06	)	$	(0.17	)
Diluted loss per share	$	(0.06	)	$	(0.17	)
Shares used in computing basic loss per share		61,841			61,455
Shares used in computing diluted loss per share		61,841			61,455

See accompanying notes to condensed consolidated financial statements.

1

INTERMEC, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

		March 28, 2010			December 31, 2009
ASSETS
Current assets:
Cash and cash equivalents	$	188,862		$	201,884
Short-term investments		36,601			36,301
Accounts receivable, net		100,317			106,890
Inventories, net		94,715			101,537
Current deferred tax assets, net		51,118			51,140
Assets held for sale		3,783			-
Other current assets		13,839			16,826
Total current assets		489,235			514,578
Property, plant and equipment, net		37,309			37,383
Other acquired intangibles, net		2,321			2,587
Deferred tax assets, net		186,222			182,457
Other assets		28,873			34,404
Total assets	$	743,960		$	771,409
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	80,622		$	102,607
Payroll and related expenses		18,693			20,683
Deferred revenue		42,364			39,038
Total current liabilities		141,679			162,328
Long-term deferred revenue		21,136			22,010
Pension and other postretirement benefits liabilities		80,212			81,897
Other long-term liabilities		14,876			14,891
Commitments
Shareholders' equity:
Common stock (250,000 shares authorized, 62,253 and 62,203 shares issued and 61,702 and 61,653 outstanding)		623			622
Additional paid-in capital		706,048			703,590
Accumulated deficit		(177,890	)		(174,245	)
Accumulated other comprehensive loss		(42,724	)		(39,684	)
Total shareholders' equity		486,057			490,283
Total liabilities and shareholders' equity	$	743,960		$	771,409

See accompanying notes to condensed consolidated financial statements.

2

INTERMEC, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three Months Ended
	March 28, 2010			March 29, 2009
Cash and cash equivalents at beginning of the period	$	201,884		$	221,335
Cash flows from operating activities:
Net loss		(3,645	)		(10,401	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		3,746			3,974
Impairment of facility		2,421			-
Deferred taxes		(3,195	)		(6,183	)
Stock-based compensation		1,905			2,036
Excess tax shortfall from stock-based payment arrangements		-			557
Changes in operating assets and liabilities:
Accounts receivable		6,573			30,613
Inventories		6,683			9,228
Accounts payable and accrued expenses		(22,166	)		(31,192	)
Other long-term liabilities		2,785			975
Other operating activities		(1,007	)		484
Net cash (used in) provided by operating activities		(5,900	)		91
Cash flows from investing activities:
Additions to property, plant and equipment		(2,890	)		(2,385	)
Sales of property, plant and equipment		-			1,866
Other investing activities		(842	)		(1,096	)
Net cash used in investing activities		(3,732	)		(1,615	)
Cash flows from financing activities:
Excess tax shortfall from stock-based payment arrangements		-			(557	)
Stock options exercised and other		554			362
Net cash provided by (used in) financing activities		554			(195	)
Effect of exchange rate changes on cash and cash equivalents		(3,944	)		(3,567	)
Resulting decrease in cash and cash equivalents		(13,022	)		(5,286	)
Cash and cash equivalents at end of the period	$	188,862		$	216,049

See accompanying notes to condensed consolidated financial statements.

3

INTERMEC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

1. Basis of Presentation

Our interim financial periods are based on a thirteen-week internal accounting calendar. In our opinion, the accompanying balance sheets, interim statements of operations and statements of cash flows include all adjustments, consisting mainly of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of Intermec, Inc. and our subsidiaries. Intercompany transactions and balances have been eliminated. Preparing our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and financial data included in the accompanying notes to the financial statements. Actual results and outcomes may differ from our estimates and assumptions.

Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2009, as amended (the "2009 Form 10-K”).

Recent Accounting Pronouncements Not Yet Adopted

In October 2009, the Financial Accounting Standard Board (“FASB”) updated its guidance on software revenue recognition.According to this update, tangible products containing software components and non-software components that function together to deliver the tangible product’s essential functionality are no longer within the scope of the software revenue guidance. This update provides additional guidance on how to determine which software, if any, relating to the tangible product should be excluded from the scope of the software revenue guidance. This update will be effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, but early adoption is permitted. This update must be adopted in the same period using the same transition method as indicated below in the update to revenue arrangements with multiple deliverables. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements.

In October 2009, the FASB updated its guidance on revenue arrangements with multiple deliverables. This guidance alters the criteria for separating consideration in multiple-deliverable arrangements. This update establishes a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither vendor-specific objective evidence nor third-party evidence is available. This update also replaces the term fair value in the revenue allocation guidance with selling price to clarify that the allocation of revenue is based on entity-specific assumptions rather than assumptions of a market participant. It also eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangements to all deliverables using the relative selling price method. This update will be effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, but early adoption is permitted. We are currently assessing the potential impact that adoption of this guidance may have on our consolidated financial statements.

Reclassification

Certain amounts within the 2009 condensed consolidated financial statements have been reclassified to conform to the 2010 presentation.

4

INTERMEC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

2. Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Our financial assets and liabilities subject to these fair value measurement provisions as of March 28, 2010, consisted of the following (in thousands):

								Balance as of
	Level 1		Level 2			Level 3		March 28, 2010
Money market funds	$	108,373	$	-		$	-	$	108,373
Certificates of deposit		24,168		-			-		24,168
Bond fund		30,573		-			-		30,573
Stock		201		-			-		201
Derivative instruments - assets		-		1,033			-		1,033
Total assets at fair value	$	163,315	$	1,033		$	-	$	164,348
								Balance as of
	Level 1		Level 2			Level 3		March 28, 2010
Derivative instruments - liabilities	$	-	$	(991	)	$	-	$	(991	)
Total liabilities at fair value	$	-	$	(991	)	$	-	$	(991	)

Our financial assets and liabilities subject to these fair value measurement provisions as of December 31, 2009, consisted of the following (in thousands):

								Balance as of
	Level 1		Level 2			Level 3		December 31, 2009
Money market funds	$	111,971	$	-		$	-	$	111,971
Certificates of deposit		12,142		-			-		12,142
Bond fund		30,459		-			-		30,459
Stock		166		-			-		166
Derivative instruments - assets		-		1,743			-		1,743
Total assets at fair value	$	154,738	$	1,743		$	-	$	156,481
								Balance as of
	Level 1		Level 2			Level 3		December 31, 2009
Derivative instruments - liabilities	$	-	$	(1,199	)	$	-	$	(1,199	)
Total liabilities at fair value	$	-	$	(1,199	)	$	-	$	(1,199	)

Our level 2 financial instrument values are based on comparable sales, such as quoted market rates for similar contracts. Level 3 values refer to fair values using unobservable inputs that are not corroborated by market data.

5

INTERMEC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

2. Fair Value Measurements(continued)

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

All other nonfinancial assets and liabilities measured at fair values in the financial statements on a nonrecurring basis are subject to fair value measurements and disclosures. Nonfinancial nonrecurring assets and liabilities included on our condensed consolidated balance sheets include long lived assets that are measured at fair value to test for and measure impairment, when necessary. During the quarter ended March 28, 2010, we recorded an approximately $2.4 million impairment loss related to a real estate asset we held using unobservable inputs (level 3). This asset with adjusted carrying value of $3.8 million was reclassified from long-term other assets to assets held for sale as of March 28, 2010.

The estimated fair values of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, and payroll and related expenses at March 28, 2010 and March 29, 2009, approximate their carrying values due to their short-term nature.

3. Derivative Instruments

Due to our global operations, we are exposed to foreign currency exchange rate fluctuations in the normal course of our business. Our treasury policies allow us to offset the risks associated with the effects of certain foreign currency exposures through the purchase of foreign exchange forward contracts. Our policy prohibits speculation in financial instruments for profit on the exchange rate price fluctuation. We enter into foreign exchange forward contracts primarily to hedge the impact of fluctuations of foreign exchange arising from intercompany transactions, including inventory purchases made by our subsidiaries that are denominated in U.S. dollars. Our foreign exchange forward contracts are not designated as hedging instruments for accounting purposes; accordingly, we record these contracts at fair value on the consolidated balance sheets, with changes in fair value recognized in earnings in the period of change. The aggregate notional amounts of the forward contracts we held for foreign currencies were $79.7 million as of March 28, 2010. Principal currencies we hedged include the euro, British pound, Mexico Peso, Danish Krona and Swedish Krona. These contracts do not contain any credit-risk-related contingent features.

We attempt to manage the counterparty risk associated with these foreign exchange forward contracts by limiting transactions to counterparties with which we have an established banking relationship. In addition, these contracts generally settle in approximately 30 days. See Note 2, Fair Value Measurements, for information on the fair value of these contracts.

The net gain resulted from these contracts recorded in selling, general and administrative expense was approximately $0.7 and $0.3 million for the quarters ended March 28, 2010 and March 29, 2009, respectively. We recorded a net liability of $0 and $0.6 million in accounts payable and accrued expense for the quarters ended March 28, 2010 and March 29, 2009, respectively.

4. Accounts Receivable, net

    Accounts receivable, net consisted of the following (in thousands):

	March 28, 2010		December 31, 2009
Accounts receivable, gross	$	105,740	$	117,223
Less:
Allowance for sales returns		4,205		9,006
Allowance for doubtful accounts		1,218		1,327
Accounts receivable, net	$	100,317	$	106,890

Our allowance for sales returns include estimated customer returns and other incentives that were part of the sales for March 28, 2010. For the period ended December 31, 2009 our allowance for sales returns included estimated customer returns, price exceptions of $2.8 million, and other incentives that were part of sales. Beginning in 2010, we began to globally record price exceptions directly to the customers' account instead of an allowance to gross receivables. One customer, ScanSource accounted for 15% and 18% of our accounts receivable as of March 28, 2010, and December 31, 2009, respectively.

6

INTERMEC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

5. Inventories

Inventories consisted of the following (in thousands):

	March 28, 2010		December 31, 2009
Raw materials	$	45,257	$	45,449
Service parts		8,720		7,794
Work in process		1,117		252
Finished goods		39,621		48,042
Inventories, net	$	94,715	$	101,537

In addition to the inventories described above, service parts inventories totaling $4.5 and $4.3 million that were not expected to be sold within the next 12 months are classified as other assets as of March 28, 2010, and December 31, 2009, respectively.

6. Income Tax Benefit

The tax benefit for the quarter ended March 28, 2010 reflects an effective tax rate for continuing operations of 41.4% compared to a U.S. statutory rate of 35.0%. The effective tax rate reflects our estimated annual effective tax rate of approximately 41.0% for fiscal year 2010, which excludes the impact of discrete items. Our projected 2010 effective tax rate is higher than 2009 due primarily to our projected mix of taxable income between jurisdictions and the U.S. research and development tax credit benefits that existed in 2009 which Congress has not renewed for 2010.

The U.S. Congress is currently considering bills that will extend the availability of the research and development tax credit. If the research and development credit is legislatively extended in and applicable to calendar year 2010, there will be a favorable impact on our 2010 effective income tax rate.

The tax benefit for the quarter ended March 29, 2009, reflected an effective tax rate for continuing operations of 36.3% compared to a U.S. statutory rate of 35.0%. The effective tax rate reflected our then estimated annual effective tax rate of approximately 37.0% for fiscal year 2009, which excluded the impact of discrete items.

7. Shares Used in Computing Loss per Share

Basic loss per share is calculated using the weighted average number of common shares outstanding and issuable for the applicable period. Diluted loss per share is computed using basic weighted average shares plus the dilutive effect of unvested restricted stock and outstanding stock options using the “treasury stock” method.

	Three Months Ended
	March 28, 2010		March 29, 2009
Weighted average shares - basic		61,840,652		61,455,061
Dilutive effect of unvested restricted shares and stock options		-		-
Weighted average shares - diluted		61,840,652		61,455,061

Our employees and directors held options to purchase 2,358,719 and 2,709,667 shares of our common stock for the quarters ended March 28, 2010, and March 29, 2009, respectively, that were not included in weighted average shares diluted calculation because they were anti-dilutive to the diluted loss per share computation. These options would become dilutive in future periods if the average market price of our common stock exceeds the exercise price of the outstanding options and we report net earnings.

7

INTERMEC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

8. Stock-Based Compensation

A summary of share-based compensation expense related to employee stock options, Restricted Stock Units (“RSU”) and Performance Stock Units (‘PSU”) for the quarters ended March 28, 2010, and March 29, 2009, is as follows (in thousands):

	Three Months Ended
	March 28, 2010		March 29, 2009
Cost of revenue	$	63	$	63
Selling, general and administrative		1,726		1,818
Total	$	1,789	$	1,881

For the quarter ended March 28, 2010, we granted 100,749 options to employees with an average fair value of $5.63 per option, which will vest annually in substantially equal quantities over four years from the date of grant. The Black-Scholes assumptions used for these calculations were as follows:

	Three Months Ended
	March 28, 2010
Fair value assumptions:
Expected life in years		4.99
Expected volatility		40.52	%
Expected dividend yield		0.00	%
Risk-free interest rate		2.42	%

9. Shareholders’ Equity

Our accumulated other comprehensive loss consisted of the following (in thousands):

	March 28, 2010			December 31, 2009
Foreign currency translation adjustment	$	305		$	3,900
Unamortized benefit plan costs, net of tax of $24,022 and $23,918		(42,869	)		(43,402	)
Unrealized loss on investments, net of tax of $(57) and $(65)		(160	)		(182	)
Accumulated other comprehensive loss	$	(42,724	)	$	(39,684	)

Our comprehensive loss for the quarters ended March 28, 2010, and March 29, 2009, was as follows (in thousands):

	Three Months Ended
	March 28, 2010			March 29, 2009
Net loss	$	(3,645	)	$	(10,401	)
Other comprehensive loss:
Foreign currency translation adjustments		(3,595	)		(3,571	)
Unrealized gain (loss) on investment, net of tax of $12 and $(19)		22			(54	)
Amortization of benefit plan costs, net of tax of $104 and $393		533			708
Total other comprehensive loss		(3,040	)		(2,917	)
Total comprehensive loss	$	(6,685	)	$	(13,318	)

8

INTERMEC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

10. Segment Reporting

Our reportable segments are comprised of products and services. The product segment generates revenue from development, manufacture, sale and resale of wired and wireless automated identification and data collection (“AIDC”) products, mobile computing products, wired and wireless bar code printers, label media and radio frequency identification (“RFID”) products and license fees. The service segment generates revenue from customer support, product maintenance and professional services related to the products and systems integration.

The accounting policies of our two reportable segments are the same as those used to prepare our consolidated financial statements. Performance and resource allocation are primarily measured by sales and standard gross profit. All other earnings, costs and expenses are aggregated and reported on a consolidated basis.

For the quarters ended March 28, 2010, and March 29, 2009, one distributor, ScanSource Inc., accounted for more than 10% of our revenues. Total sales to this distributor were $30.2 and $20.2 million for the quarters ended March 28, 2010, and March 29, 2009, respectively.

The following table sets forth our revenues and gross profit by reportable segment (in thousands):

	Three Months Ended
	March 28, 2010		March 29, 2009
Revenues:
Product	$	115,743	$	128,664
Service		33,487		33,909
Total	$	149,230	$	162,573
Gross profit:
Product	$	42,852	$	45,298
Service		14,167		13,773
Total	$	57,019	$	59,071

The following table sets forth our revenues by product lines (in thousands):

	Three Months Ended
	March 28, 2010		March 29, 2009
Revenues:
Systems and solutions	$	79,151	$	93,138
Printer and media		36,592		35,526
Service		33,487		33,909
Total	$	149,230	$	162,573

11. Product Warranties

The following table indicates the change in our warranty liability included in current liabilities (in thousands):

	March 28, 2010			December 31, 2009
Beginning balance	$	2,913		$	4,220
Payments or parts usage		(682	)		(5,789	)
Additional provision		1,013			4,482
Ending balance	$	3,244		$	2,913

9

INTERMEC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

12. Commitments and Contingencies

We have entered into a variety of agreements with third parties that include indemnification clauses, both in the ordinary course of business and in connection with our divestitures of certain product lines. These clauses require us to compensate these third parties for certain liabilities and damages incurred by them. Fair value of guarantees is required to be recorded as a liability. We do not believe that we have any significant exposure related to such guarantees and therefore have not recorded a liability as of March 28, 2010, and December 31, 2009, respectively. We have not made any significant indemnification payments as a result of these clauses.

We currently, and from time to time, are subject to claims and lawsuits arising in the ordinary course of business. The ultimate resolution of currently pending proceedings is not expected to have a material adverse effect on our business, financial condition, results of operations or liquidity.

13. Pension and Other Postretirement Benefits Liabilities

The components of net pension and postretirement periodic benefit cost (income) for the quarters ended March 28, 2010, and March 29, 2009, are as follows (in thousands):

	U.S. Defined Benefit Plans						Non-U.S. Defined Benefit Plans						Other Postretirement Benefit Plans
	2010			2009			2010			2009			2010		2009
Quarters Ended March 28, 2010 and March 29, 2009:
Service cost	$	255		$	327		$	74		$	-		$	-	$	-
Interest cost		2,949			2,937			462			426			64		64
Expected return on plan assets		(2,686	)		(2,694	)		(559	)		(407	)		-		-
Amortization and deferrals:
Transition asset		-			-			(31	)		(31	)		-		-
Actuarial loss		6			952			9			9			11		-
Prior service cost		106			144			-			-			-		-
Net pension and postretirement periodic benefit cost (income)	$	630		$	1,666		$	(45	)	$	(3	)	$	75	$	64

During the quarter ended March 28, 2010, we contributed approximately $3.0 million to our pension and other postretirement benefit plans, comprising $1.8 million in benefits paid pertaining to funded and unfunded U.S. defined benefit plans, $0.6 million in matching contributions to our 401(k) plan, and $0.6 million in contributions to our foreign pension plans. Benefits paid pertaining to our other postretirement benefit plans were not material during the first quarter of 2010. We expect to contribute an additional $9.3 million to these plans during the remainder of 2010, of which $5.4 million relates to benefit payments on our funded and unfunded U.S. defined benefit plans, $1.8 million in matching contributions to our 401(k) plan, $1.8 million in contributions to our foreign pension plans and $0.3 million in benefit payments pertaining to our other postretirement benefit plans.

10

INTERMEC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

14. Restructuring Charges

The total pre-tax restructuring costs for the restructuring plan announced in January 2009 were approximately $9.5 million, including employee termination costs of approximately $8.4 million, and $1.1 million of other transitional costs. We recorded the entire restructuring charge in 2009, and substantially all of the severance-related and periodic transitional costs were cash expenditures. We expect to achieve an annual labor-related savings of $14.0 to $16.0 million in connection with this restructuring plan.

The total restructuring costs for the restructuring plan announced in April 2009 are in an anticipated pre-tax range of $11.0 to $13.0 million, including employee termination costs of $10.0 to $11.0 million, and $1.0 to $2.0 million of other transitional costs. We recorded $11.1 million of the restructuring charges in 2009, and $0.7 million in the quarter ended March 28, 2010. We expect to record the remaining charge throughout 2010. We anticipate that substantially all of the severance-related and periodic transitional costs will be cash expenditures. We expect to achieve annualized labor-related savings of $17.0 to $19.0 million in connection with this restructuring plan.

We made cash payments totalling $2.2 million in the quarter ended March 28, 2010 in connection with the restructuring plans announced in January and April 2009.

The following table displays the restructuring charges incurred by reportable segment (in millions):

			Restructuring Charges Recorded for the Quarter Ended
Segment	Total Charges Expected to be Incurred		March 28, 2010		March 29, 2009		Total Restructuring Charges Incurred to Date
Product	$	1.7	$	-	$	0.2	$	1.7
Service		1.8		-		1.0		1.8
Unallocated		20.0		0.7		7.4		17.8
Total	$	23.5	$	0.7	$	8.6	$	21.3

The reconciliation of accrued restructuring charges as of March 28, 2010, is summarized in the table below (in millions).

	Accrued Employee Termination Costs per Contract		Accrued One-Time Employee Termination Costs		Accrued Total Employee Termination Costs		Accrued Other Costs		Total Accrued Restructuring Charges
Balance at December 31, 2009	$	2.6	$	0.3	$	2.9	$	-	$	2.9
Restructuring charges recorded in Q1 2010		0.1		0.6		0.7		-		0.7
Utilization of 2009 restructuring plans		(1.3)		(0.9)		(2.2)		-		(2.2)
Balance at March 28, 2010	$	1.4	$	-	$	1.4	$	-	$	1.4

11

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS AND RISK FACTORS; SAFE HARBOR 

Statements made in this filing and any related statements that express Intermec’s or our management’s intentions, hopes, indications, beliefs, expectations, guidance, estimates, forecasts or predictions of the future constitute forward-looking statements, as defined by the Private Securities Litigation Reform Act of 1995, and relate to matters that are not historical facts. They include, without limitation, statements about our view of general economic and market conditions, our cost reduction plans, our revenue, expense, earnings or financial outlook for the current or any future period, our ability to develop, produce, market or sell our products, either directly or through third parties, to reduce or control expenses, to improve efficiency, to realign resources, or to continue operational improvement and year-over-year or sequential growth, and about the applicability of accounting policies used in our financial reporting. When used in this document and in documents it refers to, the words “anticipate,” “believe,” “will,” “intend,” “project” and “expect” and similar expressions as they relate to us or our management are intended to identify such forward-looking statements. These statements represent beliefs and expectations only as of the date they were made. We may elect to update forward-looking statements but we expressly disclaim any obligation to do so, even if our beliefs and expectations change.

Actual results may differ from those expressed or implied in our forward-looking statements. Such forward-looking statements involve and are subject to certain risks and uncertainties, which may cause our actual results to differ materially from those discussed in a forward-looking statement. These include, but are not limited to, risks and uncertainties described more fully in our reports filed or to be filed with the Securities and Exchange Commission including, but not limited to, our 2009 Form 10-K and quarterly reports on Form 10-Q, which are available on our website at www.intermec.com.

You are encouraged to review the Risk Factors portion of Item 1A of Part II of this filing, which discusses the risk factors associated with our business.

Overview

Intermec, Inc. (“Intermec”, “us”, “we”, “our”) designs, develops, integrates, sells, resells and services wired and wireless automated identification and data collection (“AIDC”) products and provides related services. Our products include mobile computing products, bar code scanners, wired and wireless bar code printers and label media products and radio frequency identification (“RFID”) products. These products and services allow customers to identify, track and manage their assets and other resources in ways that improve the efficiency and effectiveness of their business operations. Our products are designed to withstand mobile use and rugged warehouse and field conditions.  

The key element of our strategy is to provide rugged mobile business solutions that help our customers improve their visibility and control of their businesses and, in the process, lower their costs, increase their revenues and improve customer satisfaction and loyalty.  These business solutions are a collaborative effort between Intermec and our channel partners.  In the pursuit of this strategy, we target high growth opportunities in selected application markets; focus on developing and selling differentiated new products and services; emphasize sales through multi-tiered channel arrangements; and continue the evolution of our supply chain and other initiatives to enhance the efficiency of our global operations.

Our reportable segments comprise products and services. The product segment generates revenue from the design, development, manufacture, sale and resale of wired and wireless AIDC products, mobile computing products, wired and wireless bar code printers, label media and RFID products and license fees. We sell products worldwide for field mobility applications, including asset management, direct store delivery, maintenance and repair, in-transit visibility, and routing and navigation, as well as in-premise applications, including asset management, freight yard operations, inventory management, warehouse operations, and work-in-process management. Our service segment generates revenue from customer support, product maintenance and professional services related to the products and to systems integration.

The unfavorable global economy continued to adversely affect our business and revenue during the first quarter of 2010. Although there are mixed signs that a gradual recovery has begun in some sectors of the economy and regions, we believe that capital spending for both commercial and public sector customers continues to be constrained or slow, particularly for large projects, as contrasted to incremental purchases or small deployments. For potential civilian and military customers in the U.S. Federal government, we expect budgets to continue to be affected by the pace and priority of appropriations and military spending.

Our financial reporting currency is the U.S. Dollar, and changes in exchange rates can significantly affect our financial trends and reported results.  Our consolidated revenues and operating expenses are vulnerable to the fluctuations of foreign exchange rates; however, our cost of revenues is primarily denominated in U.S. dollars, and therefore, is less affected by changes in foreign exchange rates. If the U.S. Dollar weakens year-over-year relative to currencies in our international locations, our consolidated revenues, costs of revenues and operating expenses will be higher than if currencies had remained constant. If the U.S. Dollar strengthens year-over-year relative to currencies in our international locations, our consolidated revenues, costs of revenues and operating expenses will be lower than if currencies had remained constant. We believe it is important to evaluate our operating results and growth rates before and after the effect of foreign currency changes.

12

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Results of Operations

The following discussion compares our results of operations for the quarters ended March 28, 2010, and March 29, 2009.

Results of operations and percentage of revenues were as follows (in millions except for per share data):

	Three Months Ended
	March 28, 2010						March 29, 2009
	Amounts			Percent of Revenues			Amounts			Percent of Revenues
Revenues	$	149.2					$	162.6
Costs and expenses:
Cost of revenues		92.2			61.8	%		103.5			63.7	%
Research and development		15.0			10.1	%		15.9			9.8	%
Selling, general and administrative		44.9			30.1	%		51.0			31.3	%
Restructuring charges		0.7			0.5	%		8.6			5.3	%
Impairment of facility		2.4			1.6	%					-
Total costs and expenses		155.2			104.1	%		179.0			110.1	%
Operating loss		(6.0	)		(4.0	%)		(16.4	)		(10.1	%)
Interest, net		(0.2	)		(0.1	%)		0.1			0.1	%
Loss before income taxes		(6.2	)		(4.1	%)		(16.3	)		(10.0	%)
Income tax benefit		(2.6	)		(1.7	%)		(5.9	)		(3.6	%)
Net loss	$	(3.6	)		(2.4	%)	$	(10.4	)		(6.4	%)
Basic loss per share	$	(0.06	)				$	(0.17	)
Diluted loss per share	$	(0.06	)				$	(0.17	)

13

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Revenues

Revenues by category and as a percentage of total revenues from operations for the quarters ended March 28, 2010, and March 29, 2009, were as follows (in millions):

	Three Months Ended
	March 28, 2010		Percent of Revenues			March 29, 2009		Percent of Revenues			Change			Percentage Change
Revenues by category:
Systems and solutions		79.1		53.0	%	$	93.1		57.3	%	$	(14.0	)		(15.0	%)
Printer and media		36.6		24.5	%		35.6		21.9	%		1.0			2.8	%
Service		33.5		22.5	%		33.9		20.8	%		(0.4	)		(1.2	%)
Total revenues	$	149.2		100.0	%	$	162.6		100.0	%	$	(13.4	)		(8.2	%)

Revenues by geographic region and as a percentage of total revenues from operations for the quarters ended March 28, 2010, and March 29, 2009, were as follows (in millions):
 

	Three Months Ended
	March 28, 2010		Percent of Revenues			March 29, 2009		Percent of Revenues			Change			Percentage Change
Revenues by geographic region:
North America		74.5		49.9	%	$	103.6		63.7	%	$	(29.1	)		(28.1	%)
Europe, Middle East and Africa (EMEA)		50.9		34.1	%		39.0		24.0	%		11.9			30.5	%
All others		23.8		16.0	%		20.0		12.3	%		3.8			19.0	%
Total revenues	$	149.2		100.0	%	$	162.6		100.0	%	$	(13.4	)		(8.2	%)

The decrease in quarterly revenue of $13.4 million, or 8.2%, was attributable to a $13.0 million decrease in product revenue, and a $0.4 million decrease in service revenue. The decrease in product revenue was primarily attributable to a $14.0 million decrease in systems and solution products, which was partially offset by a $1.0 million increase in printer and media revenues. The decrease in our systems and solution products revenue was primarily due to on-going economic and capital spending constraints in North American enterprise and public sector projects. Additionally, Q1 2009 product revenues included some government projects that were not repeated in Q1 2010. The increase in printer and media revenues was driven by increase in our enterprise deals and distribution business.

Service revenues for the quarter ended March 28, 2010 were consistent compared to the corresponding prior-year period.

Geographically, revenues in North America decreased by $29.1 million or 28.1%, while revenues in EMEA and the rest of the world increased by $11.9 million or 30.5%, and $3.8 million or 19.0%, respectively, over the corresponding prior-year period. The reduction in North America revenues was primarily due to on-going economic and capital spending constraints in enterprise and public sector projects. The changes in foreign currency conversion rates as compared to the foreign currency exchange rate used in prior-year period favorably impacted EMEA revenue by $3.3 million, or 8 percentage points. The remaining increase in EMEA revenues was mainly attributable to increase in our enterprise deals and distribution business. Across all regions the favorable impact of foreign currency rates as compared to the foreign currency exchange rate used in the prior-year period was $6.0 million, or 4 percentage points.

14

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Gross Profit

Gross profit and gross margin by revenue category for the quarters ended March 28, 2010, and March 29, 2009, were as follows (in millions):

	Three Months Ended
	March 28, 2010					March 29, 2009
	Gross Profit		Gross Margin			Gross Profit		Gross Margin
Product	$	42.8		37.0	%	$	45.3		35.2	%
Service		14.2		42.3	%		13.8		40.6	%
Total gross profit and gross margin	$	57.0		38.2	%	$	59.1		36.3	%

The total gross profit for the quarter ended March 28, 2010, decreased $2.1million, or 3.6%, compared to the corresponding prior-year period. The decrease in total gross profit primarily resulted from a $2.5 million decrease in product gross profit due to reduced volumes of product sales.

Product gross margin for the quarter ended March 28, 2010, increased 1.8 percentage points as compared to the quarter ended March 29, 2009. The increase in product gross margin was primarily due to improved economic conditions, favorable foreign exchange impact and margin management. Service gross margins increased 1.7 percentage points for the quarter ended March 28, 2010, over the corresponding prior-year period, primarily due to favorable foreign exchange impact and margin management.

Operating Expenses and Interest Expense (in millions)

	Three Months Ended
	March 28, 2010			March 29, 2009		Change
Research and development expense	$	15.0		$	15.9	$	(0.9	)
Selling, general and administrative expense		44.9			51.0		(6.1	)
Restructuring charges		0.7			8.6		(7.9	)
Impairment loss		2.4			-		2.4
Interest, net		(0.2	)		0.1		(0.3	)

Research and development expense. The total research and development (“R&D”) expense was $15.0 and $15.9 million for the quarters ended March 28, 2010, and March 29, 2009, respectively. The decrease was due to the timing of projects within our research and development group.

Selling, general and administrative expense. The total selling, general and administrative (“SG&A”) expenses were $44.9 million and $51.0 million for the quarters ended March 28, 2010 and March 29, 2009, respectively. The decrease in SG&A expense for the three months ended March 28, 2010, of $6.1 million, compared to the three month period ended March 29, 2009, was primarily attributable to labor-related savings from our two restructuring activities announced in 2009, reduction in pension-related costs from the freezing of our pension plans in December 2009 and other ongoing cost reduction programs.

Impairment of facility. The impairment loss of $2.4 million reflected our write down of a real estate asset we held at March 28, 2010.

Interest, net. Net interest expense was $0.2 million for the quarter ended March 28, 2010, compared to net interest income of $0.1 million for the corresponding prior-year period. The decrease in interest income was mainly due to lower average interest rates as compared to the prior-year period.

15

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Restructuring charges. The restructuring charges were $0.7 and $8.6 million for the quarters ended March 28, 2010, and March 29, 2009, respectively. We announced two restructuring programs in 2009 to reduce our operating costs and improve efficiency in light of the economic downturn. Details of these two programs are as follows:

The total pre-tax restructuring costs for the restructuring plan announced in January 2009 were approximately $9.5 million, including employee termination costs of approximately $8.4 million, and $1.1 million of other transitional costs. We recorded the entire restructuring charge in 2009, and substantially all of the severance-related and periodic transitional costs were cash expenditures. We expect to achieve an annual labor-related savings of $14.0 to $16.0 million in connection with this restructuring plan.

The total restructuring costs for the restructuring plan announced in April 2009 are in an anticipated pre-tax range of $11.0 to $13.0 million, including employee termination costs of $10.0 to $11.0 million, and $1.0 to $2.0 million of other transitional costs. We recorded $11.1 million of the restructuring charges in 2009, and $0.7 million in the quarter ended March 28, 2010. We expect to record the remaining charge throughout 2010. We anticipate that substantially all of the severance-related and periodic transitional costs will be cash expenditures. We expect to achieve annualized labor-related savings of $17.0 to $19.0 million in connection with this restructuring plan.

Income Tax Benefit (in millions)

	Three Months Ended
	March 28, 2010			March 29, 2009			Change
Income tax benefit	$	(2.6	)	$	(5.9	)	$	3.3

The tax benefit for the quarter ended March 28, 2010 reflects an effective tax rate for continuing operations of 41.4% compared to a U.S. statutory rate of 35.0%. The effective tax rate reflects our estimated annual effective tax rate of approximately 41.0% for fiscal year 2010, which excludes the impact of discrete items. Our projected 2010 effective tax rate is higher than 2009 due primarily to our projected mix of taxable income between jurisdictions and the U.S. research and development tax credit benefits that existed in 2009 which Congress has not renewed for 2010.

The U.S. Congress is currently considering bills that will extend the availability of the research and development tax credit. If the research and development credit is legislatively extended in and applicable to calendar year 2010, there will be a favorable impact on our 2010 effective income tax rate.

The tax benefit for the quarter ended March 29, 2009, reflected an effective tax rate for continuing operations of 36.3% compared to a U.S. statutory rate of 35.0%. The effective tax rate reflected our then estimated annual effective tax rate of approximately 37.0% for fiscal year 2009, which excluded the impact of discrete items.

Liquidity and Capital Resources

Our principal sources of liquidity are our cash, cash equivalents and short-term investments, as well as the cash flow that we generate from our operations. In addition, we have an unsecured Revolving Credit Facility as described in Capital Resources section.

Cash Flow Summary

Our cash flows are summarized in the following table (in thousands):

	Three Months Ended
	March 28, 2010				March 29, 2009
Net cash (used in) provided by operating activities		$	(5,900	)		$	91
Net cash used in investing activities			(3,732	)			(1,615	)
Net cash provided by (used in) financing activities			554				(195	)

At March 28, 2010, cash, cash equivalents and short-term investments totaled $225.5 million, a decrease of $12.7 million compared to the December 31, 2009 balance of $238.2 million. Our short-term investments consist primarily of low risk securities, including short-term bond funds and time deposits. We invest in these short-term securities mainly to facilitate liquidity and for capital preservation. Due to the nature of these instruments, we consider it reasonable to expect that their fair market values will not be significantly impacted by a change in interest rates, and that they can be liquidated for cash upon demand.

16

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Liquidity and Capital Resources (continued)

Cash used in operating activities for the quarter ended March 28, 2010, was $5.9 million and consisted of net loss of $3.6 million, adjustments for non-cash items of $4.9 million and cash used by working capital and other activities of $7.2 million. Cash used in operating activities in the first quarter of 2010 was primarily due to net loss and payment of trade payables from year end inventory and other purchases during the late fourth quarter of 2009.

For the quarter ended March 28, 2010, investing activities used $3.7 million of cash primarily due to capital expenditures of $2.9 million. Cash used in investing activities for the first quarter of 2009 was $1.6 million. This was related to capital expenditures of $2.4 million and capitalized patent legal fees of $1.1 million, offset by proceeds from sale of property of $1.9 million.

Financing activities for the quarter ended March 28, 2010, provided cash of $0.6 million, related primarily to the issuance of stock under our Employee Stock Purchase Plan and exercised stock options. Cash used in financing activities for the first quarter of 2009 was $0.2 million, related primarily to the tax effect on stock-based payment arrangement.

Capital Resources

Our principal capital resources include cash, cash equivalents and short-term investments. In addition, we have an unsecured Revolving Credit Facility (the “Revolving Facility”) with a maximum amount available under the Revolving Facility of $50.0 million. Net of outstanding letters of credit and limitations on availability, we had borrowing capacity at March 28, 2010, of $48.5 million under the Revolving Facility. We had no borrowings under the Revolving Facility as of March 28, 2010. As of March 28, 2010, we were in compliance with the financial covenants of the Revolving Facility. The Revolving Facility matures in October 2012. There have been no changes to key terms of the Revolving Facility as previously disclosed on the 2009 Form 10-K.

We believe that cash, cash equivalents, and short-term investments combined with projected cash flows from operations will provide adequate funding to meet our expected working capital, restructuring cost, capital expenditure and pension contribution requirements for the next twelve months.   

Depending on our assessment of the economic environment from time-to-time, we may decide to hold more cash than may be required to fund our future investment in working capital, capital expenditures and research and development and to implement changes in our cost structure. Projected cash flows from operations are largely based on our revenue estimates, cost estimates, and the related timing of cash receipts and cash disbursements. If actual performance differs from estimated performance, cash flows from operations could be positively or negatively impacted.

17

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Contractual Obligations

Our contractual commitments as of March 28, 2010, have not changed materially from those disclosed in Item 7 of our 2009 Form 10-K.

Critical Accounting Policies and Estimates

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual amounts could differ from those estimates under different assumptions or conditions. Our critical accounting policies and estimates are discussed in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our 2009 Form 10-K. There have been no material changes to the critical accounting policies and estimates previously disclosed in that report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of March 28, 2010, there have been no material changes in the information provided in Item 7A of our 2009 Form 10-K, which contains a complete discussion of our material exposures to foreign currency exchange rate risk.

ITEM 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of management, including the Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(e) as of the end of the period covered by this quarterly report. Based on that evaluation, management, including the CEO and CFO, has concluded that our disclosure controls and procedures as defined in Rule 13a-15(e) were effective as of March 28, 2010. There were no changes in our internal control over financial reporting during the quarter ended March 28, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

18

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We currently, and from time to time, are subject to claims and lawsuits arising in the ordinary course of business. Such claims and lawsuits may take the form of counter claims in lawsuits we bring to enforce our rights. The ultimate resolution of currently pending proceedings is not expected to have a material adverse effect on our business, financial condition, results of operations or liquidity.

ITEM 1A. RISK FACTORS

You are encouraged to review the discussion of Forward Looking Statements and Risk Factors appearing in this report at Part I, “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our 2009 Form 10-K, which could materially affect our business, financial condition or operating results. The risks described in our 2009 Form 10-K and in this report on Form 10-Q are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or operating results.

The risk factor included in the 2009 Form 10-K under the caption “Macroeconomic conditions beyond our control could lead to decreases in demand for our products, reduced profitability or deterioration in the quality of our accounts receivable” is restated in its entirety as follows:

●   Macroeconomic conditions beyond our control could lead to decreases in demand for our products, reduced profitability or deterioration in the quality of our accounts receivable.  Domestic and international economic, political and social conditions are uncertain due to a variety of factors, including

Ÿ	global, regional and national economic downturns;
Ÿ	the availability and cost of credit;

Ÿ	volatility in stock and credit markets;
Ÿ	energy costs;

Ÿ	fluctuations in currency exchange rates;
Ÿ	the risk of global conflict;

Ÿ	the risk of terrorism and war in a given country or region; and
Ÿ	public health issues.

Our business depends on our customers’ demand for our products and services, the general economic health of current and prospective customers, and their desire or ability to make investments in technology.  A deterioration of global, regional or local political, economic or social conditions could affect potential customers in a way that reduces demand for our products and disrupts our manufacturing and sales plans and efforts.  These global, regional or local conditions may also cause governments to change their spending priorities, which may delay, reduce or eliminate funding for the types of hardware, software and services we sell. These conditions also could disrupt commerce in ways that could interrupt our supply chain and our ability to get products to our customers.  These conditions may also affect our ability to conduct business as usual.  Changes in foreign currency exchange rates may negatively impact reported revenue and expenses.  In addition, our sales are typically made on unsecured credit terms that are generally consistent with the prevailing business practices in the country in which the customer is located. A deterioration of political, economic or social conditions in a given country or region could reduce or eliminate our ability to collect accounts receivable in that country or region. In any of these events, our results of operations could be materially and adversely affected.

ITEM 6. EXHIBITS

10.1	Action and Second Amendment to the Intermec Deferred Compensation Plan, dated March 18, 2010
10.2	Intermec, Inc. Change of Control Severance Plan, Amended and Restated as of March 22, 2010
10.3	Intermec, Inc. Senior Officer Severance Plan, Amended and Restated Effective February 16, 2010 (formerly, the Corporate Executive Severance Plan)
10.4	Form of Restricted Stock Unit Agreement for awards under the Intermec, Inc. 2008 Omnibus Incentive Plan
10.5	Form of Performance Share Unit Agreement under the 2008 Long-Term Performance Share Program, as amended, under the Intermec, Inc. 2008 Omnibus Incentive Plan
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated as of April 29, 2010
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated as of April 29, 2010
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated as of April 29, 2010
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated as of April 29, 2010

19

SIGNATURE

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 thereunto duly authorized.

Intermec, Inc.
(Registrant)
	/s/ Robert J. Driessnack
	Robert J. Driessnack
	Senior Vice President and Chief Financial Officer
	April 29, 2010

20

EX-10.1

INTERMEC DEFERRED COMPENSATION PLAN

ACTION AND SECOND AMENDMENT

The undersigned authorized officers of Intermec, Inc. take the following actions and make the following amendments to the Intermec Deferred Compensation Plan, As Amended and Restated as of January 1, 2008 (“Plan”), effective immediately:

1.   Section 2.01(a)(ii) shall be amended to eliminate eligibility for a match for certain employees (consistent with the amendment in paragraph 2, below) and shall hereafter read as follows:

Eligible Employees are selected by the Employer.

2.   Section 5.01(a)(1)(D) shall be amended to eliminate the special match for Participants who were not offered an opportunity to make a deferral election for a year, so that such Section shall hereafter read as follows:

80% of the product of:  (a) eligible Compensation for the Plan Year (to the extent it exceeds the limit under Section 401(a)(17) of the Code for the calendar year when paid), times (b) the percentage (but not exceeding 4%) that the Employee elected for such calendar year.

3.   The first sentence of Section 10.1 of the Plan is amended to read as follows:

The Plan Sponsor reserves the right to amend the Plan (for itself and each Employer) through action of its Board of Directors, or such officers of the Plan Sponsor as have been authorized to amend the Plan.

In all other respects, the terms of the Plan shall remain in full force and effect.

The foregoing actions are hereby taken on this 18th day of March, 2010.

 Intermec, Inc.

By /s/ Jeanne Lyon

      Jeanne Lyon

      Vice President, Human Resources

By /s/ Robert Driessnack

Robert Driessnack

Chief Financial Officer

EX-10.2

INTERMEC, INC.

CHANGE OF CONTROL SEVERANCE PLAN

Effective January 7, 2009

(Amended and Restated As of March 22, 2010)

Article 1

Establishment and Purpose of the Plan

1.1          Establishment of the Plan. Intermec, Inc. (the "Company") hereby establishes its Change of Control Severance Plan (the "Plan"). The Plan is effective as of January 7, 2009 (the "Effective Date").

1.2          Purpose of the Plan. The Plan is intended to assure that the Company will have the continued dedication of certain key employees of the Company, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below), to diminish the inevitable distraction of such employees by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control, to encourage such employees' full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide such employees with compensation and benefits arrangements upon a Change of Control that will satisfy the expectations of the employees and that are competitive with those of other peer corporations.

Article 2

Definitions

Whenever used in the Plan, the following terms shall have the meanings set forth below:

(a)          "409A Change of Control" means a Change of Control that also constitutes a change in the ownership or effective control of the Company or a sale of a substantial portion of the assets of the Company, in accordance with the requirements of Code Section 409A(a)(2)(A)(v) and Treasury Regulation Section 1.409A-3(i)(5) (or any successor provision).

(b)          "Annual Base Salary" means the salary of record paid to a Participant as annual salary, excluding amounts received under incentive or other bonus plans, whether or not deferred.

(c)          "Annual Bonus" has the meaning set forth in Section 4.3(b).

(d)          "Beneficiary" means the persons or entities designated or deemed designated by a Participant pursuant to Section 10.2.

(e)          "Board" means the Board of Directors of the Company.

1

(f)          "Cause" means:

(i) the willful and continued failure of the Participant to perform substantially the Participant's duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Participant by the Board or the Chief Executive Officer of the Company that specifically identifies the manner in which the Board or Chief Executive Officer believes that the Participant has not substantially performed the Participant's duties, or

(ii) the willful engaging by the Participant in illegal conduct or gross misconduct that is materi­ally and demonstrably injurious to the Company.

For purposes of this provision no act or failure to act, on the part of the Participant, shall be considered "willful" unless it is done, or omitted to be done, by the Participant in bad faith or without reasonable belief that the Participant's action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Participant in good faith and in the best interests of the Company. The cessation of employment of the Participant shall not be deemed to be for Cause unless and until there shall have been delivered to the Participant a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Participant and the Participant is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Participant is guilty of the conduct described in Section 2(f)(i) or (ii), and specifying the particulars thereof in detail.

(g)          "Change of Control" of the Company shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied:

(i) An acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (A) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); excluding, however, the following acquisitions of Outstanding Company Common Stock and Outstanding Company Voting Securities: (A) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company, or (D) any acquisition by any Person pursuant to a transaction that complies with clauses (A), (B) and (C) of Section 2(g)(iii); or

(ii) During any consecutive 24-month period, the individuals who, at the beginning of such period, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual who becomes a member of the Board subsequent to such period whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board; but, provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or

(iii) The consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company ("Business Combination"); excluding, however, such a Business Combination pursuant to which (A) all or sub­stantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination shall beneficially own, directly or indirectly, more than 50% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company's assets) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (other than any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company or such corporation resulting from such Business Combination) shall beneficially own, directly or indirectly, 30% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed with respect to the Company prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination shall have been members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

2

(iv) The consummation of a complete liquidation or dissolution of the Company.

(h)          "Code" means the United States Internal Revenue Code of 1986, as amended.

(i)          "Committee" means the Compensation Committee of the Board, or any other committee appointed by the Board to perform the functions of the Compensation Committee.

(j)          "Company" means Intermec, Inc. Company, a Delaware corporation (including any and all subsidiaries), or any successor thereto as provided in Article 10.

(k)          "Disability" means the absence of the Participant from the Participant'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 that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Participant or the Participant's legal representative.

(l)          "Dispute" means a disagreement, dispute, controversy, suit, action, proceeding or claim arising out of or relating to the Plan or the interpretation of the Plan.

(m)          "Effective Date of Termination" means the date on which a Qualifying Termination occurs that triggers the payment of Severance Benefits under the Plan, as set forth in Section 4.6.

(n)          "Exchange Act" means the United States Securities Exchange Act of 1934, as amended.

(o)          "Good Reason" means "good reason" within the meaning of the safe harbor under Section 1.409A-1(n)(2)(ii) of the Treasury Regulations promulgated under Code Section 409A, providing that:

(i) Separation from service must occur within two years following the initial existence of one or more of the following conditions arising without the consent of the Participant:

(A) A material diminution in the Participant's base compensation.

(B) A material diminution in the Participant's authority, duties, or responsibilities.

(C) A material diminution in the authority, duties or responsibilities of the supervisor to whom the Participant is required to report, including a requirement that the Participant report to a corporate officer or employee instead of reporting directly to the Board.

(D) A material diminution in the budget over which the Participant retains authority.

(E) A material change in the geographic location at which the Participant must perform the services.

(F) The failure of the Company to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform the Plan, as contemplated in Article 10.

 (ii) Notwithstanding any provision in the Plan to the contrary, termination of the Participant's employment shall not be for Good Reason unless (A) the Participant notifies the Company or any successor in writing of the occurrence or existence of the event or condition that the Participant believes constitutes Good Reason within 90 days of the initial existence of such event or condition (which notice specifically identifies the event or condition), (B) the Company or any successor fails to correct the event or condition so identified in all material respects within 30 days after the date on which it receives such notice (the "Remedial Period"), and (C) the Participant actually terminates employment within 30 days after the expiration of the Remedial Period and before the Company or any successor remedies the event or condition (even if after the end of the Remedial Period). If the Participant terminates employment before the expiration of the Remedial Period or after the Company or any successor remedies the event or condition (even if after the end of the Remedial Period), then the Participant's termination shall not be considered to be for Good Reason. The Participant may combine the notice required by this Section 2(o) with the Notice of Termination required by Section 4.5.

(p)          "Notice of Participation" means the Notice of Participation in substantially the form attached hereto as Annex B, executed by and between the Participant and the Company as a condition to the Participant's receipt of the benefits described in Section 4.3.

(q)          "Notice of Termination" has the meaning set forth in Section 4.5.

(r)          "Other Benefits" has the meaning set forth in Section 4.3(h).

3

(s)          "Participant" means an employee of the Company who fulfills the eligibility and participation requirements set forth in Article 3.

(t)          "Person" means any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act.

(u)          "Plan" means this Intermec, Inc. Change of Control Severance Plan.

(v)          "Qualifying Termination" means any of the events described in Section 4.2, the occurrence of which triggers the payment of Severance Benefits under Section 4.3.

(w)          "Release Agreement" means an agreement, in substantially the form attached hereto in Annex A, executed by and between the Participant and the Company as a condition to the Participant's receipt of the benefits described in Section 4.3.

(x)          "Restrictive Covenants" means the covenants contained in the Invention Agreement, Conflicts of Interest Agreement, Non-Disclosure Agreement and Non-Compete Agreement of the Company executed by the Participant in connection with the Participant's employment.

(y)          "Retirement" means early or normal retirement under the Company's Retirement Plan for Salaried Employees.

(z)          "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.

(aa)          "SERP" means any excess or supplemental retirement plan maintained by the Company.

(bb)          "Severance Benefits" means Severance Benefits associated with a Qualifying Termination as described in Section 4.3.

(cc)          "Severance Payment Percentage" means, for each Participant, the Severance Payment Percentage set forth in such Participant's Notice of Participation.

(dd)          "Welfare Benefit Plans" has the meaning set forth in Section 4.3(f).

Article 3

Participation and Continuing Eligibility Under the Plan

3.1          Eligible Employees. Individuals eligible to participate in the Plan shall be those persons who have been identified by the Committee as officers for purposes of Section 16(a) of the Exchange Act and other key management personnel of the Company selected by the Committee in its sole discretion.

3.2          Participation. The Company shall notify each eligible employee of his or her selection for participation in the Plan by a Notice of Participation setting forth the Severance Payment Percentage for the eligible employee and such other terms, provisions and conditions not inconsistent with the Plan as shall be determined by the Committee. Participation shall be effective upon an eligible employee properly signing and returning a Notice of Participation, unless such notice is waived by the Committee. Subject to Section 3.3, as well as the remaining terms of the Plan, Participants shall remain eligible to receive benefits under the Plan during the term of the Plan.

3.3          Removal From Coverage. In the event a Participant's job classification is reduced below the minimum level required for eligibility to continue to be covered by severance protection as determined at the sole discretion of the Committee, the Committee may remove the Participant from coverage under the Plan. Removals occurring within six months prior to a Change of Control, or within two years after a Change of Control, shall be null and void for purposes of the Plan. A Participant shall also cease to be a Participant in the Plan upon termination of employment with the Company other than for a Qualifying Termination.

4

Article 4

Severance Benefits

4.1          Right to Severance Benefits. Participants shall be entitled to receive Severance Benefits from the Company, as described in Section 4.3, if:

(a)          The Participant's employment with the Company shall end for any reason specified in Section 4.2; and

(b)          The Participant is not (i) reemployed by the Company or any subsidiary or affiliate of the Company whether in a salaried, hourly, temporary or full-time capacity, (ii) retained as a consultant or contractor by the Company or any subsidiary or affiliate of the Company, or (iii) retained as a consultant or contractor by an entity acquiring the Company, unless the reemployment or retention of such Participant has the prior written approval of the Company's Chief Executive Officer or Vice President, Human Resources; and

(c)          Receipt of Severance Benefits shall disqualify the Participant from eligibility to receive any other severance benefits from the Company.

4.2          Qualifying Termination. The occurrence of either of the following events within 24 calendar months following the effective date of a Change of Control of the Company shall trigger the payment of Severance Benefits to a Participant under the Plan:

(a)          An involuntary termination of the Participant's employment by the Company, authorized by the Company's Committee or Board, Chief Executive Officer or Vice President, Human Resources, for reasons other than forCause or

(b)          A voluntary termination by the Participant for Good Reason.

Anything in the Plan to the contrary notwithstanding, if a 409A Change of Control occurs and if the Participant's employment with the Company is terminated within six months prior to the date on which the 409A Change of Control occurs, and if it is reasonably demonstrated by the Participant that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect the 409A Change of Control or (ii) otherwise arose in connection with or anticipation of the 409A Change of Control, then for all purposes of the Plan, a Qualifying Termination shall be deemed to have take place on the date immediately prior to the date of such termination of employment.

Termination of a Participant's employment on account of death, Disability or Retirement shall not be treated as a Qualifying Termination.

4.3          Description of Severance Benefits. In the event that a Participant becomes entitled to receive Severance Benefits as provided in Sections 4.1 and 4.2, the Company shall pay to the Participant and provide the Participant with the following:

(a)          An amount equal to the product obtained by multiplying the Participant's Severance Payment Percentage times the highest rate of the Participant's Annual Base Salary rate in effect at any time up to and including the Effective Date of Termination.

(b)          An amount equal to the product obtained by multiplying the Participant's Severance Payment Percentage times the average of the Participant's annual bonus payment under the Company's Management Incentive Compensation Plan (or any comparable or successor plan) for the three fiscal years prior to the year in which the Qualifying Termination occurred (the "Annual Bonus").

(c)          As an additional severance payment, a separate lump-sum cash amount equal to the excess of (i) the actuarial equivalent (utilizing for this purpose actuarial assumptions no less favorable to the Participant than those in effect immediately prior to the date the Change of Control occurs) of the benefit under the Retirement Plan and SERP that the Participant would receive if the Participant's employment continued for two years after the Effective Date of Termination, assuming for this purpose that all accrued benefits are fully vested, and assuming that the Participant's compensation in each of the two years is the same as the Participant's compensation as in effect immediately prior to the date of the Change of Control, over (ii) the actuarial equivalent of the Participant's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Effective Date of Termination.

(d)          An amount equal to the Participant's unpaid Annual Base Salary and accrued vacation pay through the Participant's last day of work.

(e)          An amount equal to the product of (i) the Participant's unpaid targeted annual bonus established for the plan year in which the Participant's Effective Date of Termination occurs, and (ii) a fraction, the numerator of which is the number of days completed in the current fiscal year through the Effective Date of Termination, and the denominator of which is 365, to the extent not theretofore paid. Any payments under the Plan are in lieu of any bonuses otherwise payable under the Company's Management Incentive Compensation Plan (or any comparable or successor plan).

5

(f)           For two years after the Participant's Effective Date of Termination, or such longer period as may be provided by the terms of any plan, program, practice or policy, the Company shall continue group medical, dental, disability and life insurance benefits (the "Welfare Benefit Plans") to the Participant and/or the Participant's family at least equal in the aggregate to 95% of those that would have been provided to them in accordance with the Welfare Benefit Plans if the Participant's employment had not been terminated, as may be modified with respect to other peer executives of the Company and their families; provided, however, that if the Participant becomes reemployed with another employer and is eligible to receive group medical, dental, disability or life insurance benefits under another employer-provided plan, the Welfare Benefit Plans shall be secondary to those provided under such other plan during such applicable period of eligibility. During the period the Participant and/or the Participant's family is eligible to receive continued medical or dental continuation coverage under the Company’s group medical and dental benefit plans in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), the Company shall pay the portion of the Participant’s premium payments necessary to satisfy the requirements of the first sentence of this Section 4.3(f). With respect to any period after which the Participant and/or the Participant’s family ceases to be eligible for COBRA coverage, and with respect to disability and life insurance benefits for the remainder of the two-year period after the Participant's Effective Date of Termination, the Participant and/or the Participant’s family shall pay to the Company, on an after-tax basis, an amount equal to the full premium cost of medical, dental, disability and life insurance benefits coverage. Within 30 days of such payment, the Company shall pay to the Participant and/or the Participant’s family in cash (less required withholding) an amount equal to (i) the portion of the Participant’s premium payments necessary to satisfy the requirements of the first sentence of this Section 4.3(f), less any premium amount that would have been payable by the Participant or/or the Participant’s family if the Participant and/or the Participant’s family were participants in the Plan, plus (ii) an additional amount equal to the federal, state and local income and payroll taxes that the Participant incurs on each with respect to such payment. For purposes of determining eligibility of the Participant for retiree benefits pursuant to such plans, practices, programs and policies, the Participant shall be considered to have remained employed until the end of the two-year period after the Change of Control and to have retired on the last day of such period; provided, however, that the Participant shall be entitled to the more favorable of the retiree benefits in effect on the Participant's Effective Date of Termination or the retiree benefits in effect on the date that would have been the last date of the two-year period following the Change of Control if the Participant had remained employed.

(g)          The Company shall pay the Participant, as incurred, the reasonable costs of all outplacement services for a period of two years after the Participant's Effective Date of Termination.

(h)          To the extent due and not theretofore paid or provided through the Participant's Effective Date of Termination, the Company shall timely pay or provide to the Participant and/or the Participant’s family any other amounts or benefits required to be paid or provided or which the Participant and/or the Participant’s family is eligible to receive pursuant to the Plan and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Participant's Effective Date of Termination or, if more favorable to the Participant, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

(i)          The impact of a Change of Control upon equity awards then held by a Participant shall be governed by the terms and conditions of the applicable plan(s) pursuant to which such awards were granted, any applicable guidelines or policies adopted pursuant to such plans, and the terms and conditions of the individual awards.

4.4          Termination for Other Than a Qualifying Termination. Following a Change of Control of the Company, if the Participant's employment is terminated under circumstances that do not give rise to a Qualifying Termination, no compensation or benefits shall be payable under the Plan and the Participant's benefits shall be determined in accordance with the Company's applicable compensation and benefits plans and programs then in effect.

4.5          Notice of Termination. Any termination by the Company for Cause or without Cause or by the Participant for Good Reason must be communicated by Notice of Termination to the other party hereto given in accordance with Section 13.1. For purposes of the Plan, a “Notice of Termination” means a written notice by the Participant that (a) indicates the specific termination provision in the Plan relied upon, (b) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Participant’s employment under the provision so indicated, and (c) if the Participant's Effective Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than 15 days after the giving of such notice).  The failure by the Participant or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Participant or the Company hereunder or preclude the Participant or the Company from asserting such fact or circumstance in enforcing the Participant’s or the Company’s rights under the Plan. Notwithstanding anything herein to the contrary, in the event of the Participant’s termination of employment for Good Reason, the Participant shall provide Notice of Termination no later than 90 days following the initial existence of the condition or occurrence of the event purported to constitute Good Reason, and such Notice of Termination shall specify a Date of Termination that is no later than 15 days after the date of such Notice of Termination (and in no event later than two years following the initial existence of such condition or occurrence of such event).

4.6          Effective Date of Termination. Effective Date of Termination means, if the Participant’s employment is terminated by the Company, whether for Cause or without Cause, or by the Participant for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be.

4.7               Removal From Representative Boards. In the event the terminating Participant occupies any board of directors seats solely as a Company representative, as a condition to receiving the severance set forth in Section 4.3 the Participant shall immediately resign such position upon his or her termination of employment with the Company, unless specifically requested in writing by the Company otherwise.

6

Article 5

Form and Timing of Severance Benefits; Taxes

5.1          Form and Timing of Severance Benefits. Subject to any reduction required in accordance with Section 6.1(b), Severance Benefits to be paid by the Company to the Participant (or the Participant's Beneficiary or estate) under Sections 4.3(d) and (e) shall be paid in cash to the Participant (or the Participant's Beneficiary or estate) in a single lump sum not later than the 30th day following the Participant's Effective Date of Termination. Severance Benefits to be paid or provided by the Company to the Participant (or the Participant's Beneficiary or estate) under Sections 4.3(a)-(c) and (f)-(g) of the Plan shall be made in the form specified herein; provided, however, that no Severance Benefits shall be payable or provided unless and until the Release Agreement referred to in Section 7.3 is properly executed and effective, and then at the time specified in Section 7.3.

5.2          Payment of Taxes. Subject to Section 6, all U.S. federal, state, local and foreign taxes are the sole responsibility of the Participant (or the Participant's Beneficiary or estate).

5.3          Withholding of Taxes. The Company may withhold from any amounts payable to the Participant (or the Participant's beneficiary or estate) under the Plan all taxes (including, without limitation, any U.S. federal, state, local or foreign taxes) as are required to be withheld pursuant to applicable laws and regulations.

Article 6

Excise Taxes

6.1          Gross-Up Payment.

(a)          In the event that the Participant becomes entitled to or receivesany payment or benefit under the Plan, or under any other plan,agreement,or arrangement with the Company,or with any Person whose actions result in a Change of Control of the Company or any Person affiliated with the Company or such Persons (each a "Payment" and, in the aggregate, the "Total Payments")and any of the Total Payments will be subject to any excise tax pursuant to Code Section 4999 or any similar or successor provision (the "Excise Tax"), the Company shall make an additional lump-sum cash payment to the Participant (the "Gross-Up Payment") in an amount such that the net amount retained by the Participant from the Total Payments, after deduction of (i) the Excise Tax on the Total Payments, and (ii) any federal, state or local income or employment tax and Excise Tax imposed on the Gross-Up Payment, but before deduction for any federal, state or local income or employment tax withholding on the Total Payments, shall be equal to the Total Payments. The Gross-Up Payment, if any, shall be made by the Company to the Participant by the end of the Participant's taxable year that immediately follows the Participant's taxable year in which the related Excise Tax on the Total Payments is remitted to the relevant taxing authorities. For purposes of determining the amount of the Gross-Up Payment, a Participant shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Participant's residence on the Effective Date of Termination, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes.

(b)          Notwithstanding anything to the contrary in the Plan, if any of the Total Payments would otherwise be subject to the Excise Tax and the aggregate present value of the Participant's Total Payments that are taken into account for purposes of determining whether any of the Total Payments will be subject to the Excise Tax (as determined in accordance with Code Section 280G) would otherwise exceed the Participant's Section 280G Threshold Amount (as defined in this Section 6.1(b)) by an amount that is less than 10% of the Section 280G Threshold Amount, then the Company shall reduce the Participant's Total Payments to the minimum amount necessary to prevent any of the Total Payments from being subject to the Excise Tax. If the Company is required to reduce the Participant's Total Payments pursuant to this Section 6.1(b), no Gross-Up Payment shall be made to the Participant and the Total Payments shall be reduced by the Company in its reasonable discretion in the following order: (i) reduction of any of the Total Payments that are subject to Code Section 409A on a pro rata basis or such other manner that complies with Code Section 409A, as determined by the Company, and (ii) reduction of any of the Total Payments that are exempt from Code Section 409A. For purposes of the Plan, the term "Section 280G Threshold Amount" means an amount equal to the Participant's base amount (within the meaning of Code Section 280G), multiplied by three.

(c)          All computations and determinations called for by this Article 6 shall be made and reported in writing to the Company and the Participant by an independent accounting firm or independent tax counsel appointed by the Company (the "Tax Advisor"), and all such computations and determinations shall be conclusive and binding on the Company and the Participant. For purposes of such calculations and determinations, the Tax Advisor may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and the Participant shall furnish to the Tax Advisor such information and documents as the Tax Advisor may reasonably request in order to make the required calculations and determinations. The Company shall bear all fees and expenses charged by the Tax Advisor in connection with its services.

6.2          Notice and Contest of Claims.

The Participant shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than 10 business days after the later of either (i) the date the Participant has actual knowledge of such claim, or (ii) the date that the Internal Revenue Service issues to the Participant either a written report proposing imposition of the Excise Tax or a statutory notice of deficiency with respect thereto, and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Participant shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Participant in writing prior to the expiration of such period that it desires to contest such claim, the Participant shall:

7

(a)          Give the Company any information reasonably requested by the Company relating to such claim;

(b)          Take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company;

(c)          Cooperate with the Company in good faith in order to contest such claim effectively; and

(d)          Permit the Company to participate in any proceedings relating to such claims.

Provided, however, that the Company shall directly bear and pay all costs and expenses (including additional interest and penalties) incurred in connection with such tax contest and shall indemnify and hold the Participant harmless, on an after-tax basis, for any Excise Tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Any indemnification payments made by the Company to the Participant pursuant to the immediately preceding sentence for any Excise Tax (including interest and penalties with respect thereto) incurred by the Participant in connection with such tax contest shall be made to the Participant by the end of the Participant's taxable year that immediately follows the Participant's taxable year in which the Excise Tax (together with any interest and penalties) is remitted to the relevant taxing authority. Any indemnification payments made by the Company to the Participant for any other costs or expenses (other than Excise Tax, together with penalties and interest with respect thereto) incurred by the Participant in connection with such tax contest shall be made to the Participant (i) by the end of the Participant's taxable year that immediately follows the Participant's taxable year in which the taxes that are the subject of the tax contest are remitted to the relevant taxing authority, or (ii) where as a result of such tax contest no taxes are remitted, the end of the Participant's taxable year immediately following the Participant's taxable year in which the tax contest is completed or there is a final and nonappealable settlement or other resolution of the tax contest. Without limitation of the foregoing provisions of this Section 6.2, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim.

6.3          Application of Section 6.1 and Section 6.2.  Notwithstanding anything in the Plan to the contrary, the provisions of Section 6.1 and Section 6.2 of this Article 6 shall not apply for Eligible Employees who become Participants on or after April 1, 2010.  For the avoidance of doubt, Section 6.1 and Section 6.2 shall continue to apply for Eligible Employees who became Participants before April 1, 2010.

Article 7

The Company's Payment Obligation

7.1          Contractual Rights to Benefits. Subject to Section 3.2 and Sections 7.2-7.4, the Plan establishes and vests in the Participant a contractual right to the benefits to which the Participant may become entitled under the Plan. However, nothing herein contained shall require or be deemed to require, or prohibit or be deemed to prohibit, the Company to segregate, earmark or otherwise set aside any funds or other assets, in trust or otherwise, to provide for any payments to be made or required under the Plan.

7.2          Separation From Service. No portion of the payments and benefits provided under Section 4.3 shall be paid or provided unless the Participant’s termination of employment constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h).

7.3          Release Agreement. No portion of the payments and benefits provided under Sections 4.3(a)-(c) and (f)-(g) shall be paid or provided unless, on or prior to the 60th day following the Participant's Effective Date of Termination, the Participant timely executes a general waiver and release of claims agreement (the "Release Agreement") substantially in the form attached hereto as Annex C (which Release Agreement shall be provided by the Company to the Participant on or prior to the seventh day following termination), and such release shall not have been revoked by the Participant (and the applicable revocation period shall have expired) prior to such 60th day. Upon satisfaction of the foregoing conditions, all such payments and benefits shall be paid or provided on the 61st day following the Participant's Effective Date of Termination.

8

7.4          Restrictive Covenants. As of the first date on which the Participant violates any Restrictive Covenant, any remaining unpaid portion of the payments and benefits provided under Sections 4.3(a)-(c) and (f)-(g) shall thereupon be forfeited. 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. The Participant 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. Accordingly, the Participant 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. In addition, in the event that the Participant violates any of the Restrictive Covenants, the Participant (a) shall be required to pay to the Company in a single lump sum an amount equal to the aggregate total of the amounts the Participant has received pursuant to Sections 4.3(a)-(e) and (g) within 30 days following the date of such violation, and (b) the Company shall no longer be required to continue benefits to the Participant and/or the Participant’s family pursuant to Section 4.3(f).

7.5          Mitigation Not Required. The Participant shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of the Plan, and, except as provided in Section 4.3(f), the obtaining of any such other employment shall in no event effect any reduction of the Company's obligations to make the payments and arrangements required to be made under the Plan.

Article 8

Dispute Resolution

8.1          Claims Procedure. Subject to Section 8.2, in the event of a Dispute, the Company shall pay the Participant 50% of the amounts payable under Section 4.3 and shall provide the Participant with all of the benefits specified in Section 4.3 within the time periods applicable under Sections 4.3 and 5.1 if, but only if, the Participant agrees in writing that, if the Dispute is resolved in the Company's favor by a court of competent jurisdiction, the Participant shall promptly reimburse the Company for the excess payments and benefits together with interest thereon at the rate specified in Code Section 1274(d). If the Dispute is resolved in the Participant's favor, the Company shall promptly pay the Participant the amount that was withheld during the Dispute together with interest thereon at the rate specified in Code Section 1274(d). In addition, to the extent the compensation or benefits are subject to the requirements of Code Section 409A, the delay contemplated by this Section 8.1 shall be further conditioned on final payment commencing no later than the end of the first taxable year in which the parties enter into a legally binding settlement of the Dispute or the Company is required to commence final payment pursuant to a final, nonappealable judgment by a court of competent jurisdiction and the parties otherwise comply with the conditions set forth in Treasury Regulation Section 1.409A-3.

8.2          Costs. Subject to the limitations set forth in Section 9.3, the Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses that the Participant may reasonably incur as a result of any contest by the Company, the Participant or others of the validity or enforceability of, or liability under, any provision of the Plan or any guarantee of performance thereof (including as a result of any contest by the Participant about the amount of any payment pursuant to the Plan), plus in each case interest on any delayed pay­ment at the applicable rate set forth in Code Section 7872(f)(2)(A); provided, however, that the Participant shall be required to repay immediately any such amounts to the Company to the extent that the Participant did not prevail on one material item.

Article 9

Section 409A

9.1          Intent. The Plan is intended to be exempt from the requirements of Code Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Code Section 409A is applicable to the Plan, it is intended that the Plan comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A.

9.2          Interpretation. Notwithstanding any other provision of the Plan to the contrary, the Plan shall be interpreted, operated and administered in a manner consistent with the intentions described in Section 9.1. Without limiting the generality of the foregoing, and notwithstanding any other provision of the Plan to the contrary, with respect to any payments and benefits under the Plan to which Code Section 409A applies, all references in the Plan to the termination of the Participant's employment or service are intended to mean the Participant's "separation from service," within the meaning of Code Section 409A(a)(2)(A)(i). In addition, if the Participant is a "specified employee," within the meaning of Code Section 409, then to the extent necessary to avoid subjecting the Participant to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under the Plan during the six-month period immediately following the Participant's "separation from service," within the meaning of Code Section 409A(a)(2)(A)(i), shall not be paid to the Participant during such period, but shall instead be accumulated and paid to the Participant (or, in the event of the Participant's death, the Participant's estate) in a lump sum on the first business day after the earlier of the date that is six months following the Participant's separation from service or the Participant's death, with no interest or earnings due for such period of accumulation.

9

9.3          Reimbursements. If the Company reimburses the Participant for any amount to which the Participant is entitled to reimbursement pursuant to the Plan, such reimbursement shall be made promptly in accordance with Company policy, but in any event on or before the last day of the Participant's taxable year following the taxable year in which the expense or cost was incurred. In no event shall the amount that the Company pays for any such reimbursement in any one year affect the amount that it shall pay in any other year and in no event shall the amounts described in this Section 9.3 be subject to liquidation or exchange, except, in each case, to the extent that the right to reimbursement does not provide for a "deferral of compensation" within the meaning of Code Section 409A.

9.4          Unilateral Amendments. Notwithstanding any other provision in the Plan, the Committee, 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 the Plan so that the benefits payable under the Plan qualify for exemption from or comply with Code Section 409A; provided, however, that the Committee makes no representations that benefits payable under the Plan shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to benefits payable under the Plan.

9.5          Savings. Notwithstanding any other provision in the Plan, the Plan shall be deemed to be amended, and shall be deemed to be modified, to the extent the Company determines necessary to comply with the requirements of Code Section 409A and to avoid or mitigate the imposition of additional taxes under Code Section 409A.

Article 10

Successors and Assignment

10.1          Successors to the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) of all or substantially all of the business and/or assets of the Company or of any division or subsidiary thereof to expressly assume and agree to perform the Company's obligations under the Plan in the same manner and to the same extent that the Company would be required to perform them if no such succession had taken place.

10.2          Assignment by the Participant. The Severance Benefits payable under the Plan are personal to the Participant and without the prior written consent of the Company cannot be assigned or otherwise transferred by the Participant except by will or the laws of descent and distribution. The Plan shall inure to the benefit of and be enforceable by each Participant's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. Notwithstanding the foregoing, the Participant may designate one or more persons or entities as the primary and contingent Beneficiaries of any Severance Benefits owing to the Participant under the Plan. Such designation must be in the form of a signed writing acceptable to the Committee and pursuant to such other procedures as the Committee may decide. If the Participant dies while any amount would still be payable to the Participant under the Plan had the Participant continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of the Plan to the Participant's Beneficiary. If no Beneficiary designation made in accordance with the procedures described above is on file with the Company at the time of the Participant's death, or if no designated Beneficiaries survive the Participant for more than 14 days, any Severance Benefits owing to the Participant under the Plan shall be paid to the Participant's devisee, legatee or other designee, or if there is no such designee, to the Participant's estate.

Article 11

Duration, Amendment and Termination

11.1          Duration. The Plan shall terminate on December 31, 2013, unless (a) the Plan is extended by the Board, (b) a Change of Control occurs prior to December 31, 2013, or (c) the Board terminates the Plan in accordance with Section 11.2. If a Change of Control occurs prior to termination of the Plan pursuant to the preceding sentence, then the Plan shall terminate upon the date that all obligations of the Company under the Plan have been satisfied. A termination of the Plan pursuant to the preceding sentences shall be effective for all purposes, except that such termination shall not affect the payment or provision of compensation or benefits earned by a Participant prior to the termination of the Plan. 

11.2          Amendment and Termination. Except as provided in the next sentence, the Committee or the Board may from time to time terminate the Plan or amend the Plan in whole or in part. The Plan may not be terminated or amended in any manner that would adversely affect the rights or potential rights of a Participant without the Participant's written consent, if the action to effect such termination or amendment occurs (a) after a Change of Control or (b) in connection with a Change of Control, unless and to the extent that the Committee or the Board determines that such termination or amendment is required by law.

10

Article 12

Interpretation and Administration

The Plan shall be administered by the Committee or the Board. Any authority of the Committee under the Plan shall be non-exclusive and may also be exercised by the Board. The Committee shall have the authority (a) to exercise all of the powers granted to it under the Plan, (b) to construe, interpret and implement the Plan, (c) to prescribe, amend and rescind rules and regulations relating to the Plan, (d) to make all determinations necessary or advisable in the administration of the Plan, and (e) to correct any defect, supply any omission and reconcile any inconsistency in the Plan.

The determination of the Committee with respect to any question arising out of or in connection with the administration, interpretation, and application of the Plan shall be final, binding and conclusive upon all persons and shall be given the greatest deference permitted by law.

Article 13

Miscellaneous

13.1          Notices. Notwithstanding anything to the contrary contained in the Plan, all notices of every kind under this Plan shall be made on forms prepared by the Company or shall be made in such other manner as permitted or required by the Company, including through electronic means, over the Internet or otherwise. If not otherwise specified by the Plan or the Company, any notice required or permitted to be given to the Company under the Plan shall be delivered to the principal office of the Company, directed to the attention of the Vice President, Human Resources of the Company. Such notice shall be deemed given on the date of delivery. Notice to the Participant shall be deemed given when mailed (or sent by telecopy) to the Participant's work or home address as shown on the records of the Company or, at the option of the Company, to the Participant's email address as shown on the records of the Company. It is the Participant's responsibility to ensure that the Participant's addresses are kept up to date on the records of the Company.

13.2          Employment Status. Except as may be provided under any other agreement between the Participant and the Company, the employment of the Participant by the Company is "at will," and, prior to the effective date of a Change of Control, the Participant's employment may be terminated by either the Participant or the Company at any time, subject to applicable law, in which case the Participant will have no further rights under the Plan.

13.3          Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included. Further, the captions of the Plan are not part of the provisions hereof and shall have no force and effect.

13.4          Effect of Plan. The Plan shall completely supersede and replace any and all portions of any contracts, plans, provisions or practices pertaining to severance entitlements owing to the Participant from the Company and is in lieu of any notice requirement, policy or practice. For the absence of doubt and without limiting the generality of the foregoing, the Participant's potential rights to severance pay, benefits and notice under any prior Change of Control and Employment Agreement between the Participant and the Company shall be completely replaced and superseded by the Plan. As such, the Severance Benefits described herein shall serve as the Participant's sole recourse with respect to termination of employment by the Company following a Change of Control. If, in addition to the Plan, another agreement, plan or program requires the Company to make payments or provide other benefits to the Participant as a result of a change of control or as a result of a termination of employment other than for cause, the Participant will receive the benefits of the Plan if and only the Participant waives in writing all rights to the benefits of such other agreement or severance plan.  The Company shall also have the right to offset the benefits of the Plan in the absence of such a waiver. In addition, the Severance Benefits described herein shall not be counted as "compensation," or any equivalent term, for purposes of determining benefits under other agreements, plans, provisions or practices owing to the Participant from the Company, except to the extent expressly provided therein. Except as otherwise specifically provided for in the Plan, a Participant's rights under all such agreements, plans, provisions and practices continue to be subject to the respective terms and conditions thereof.

13.5          Applicable Law. The Plan and all determinations made and actions taken pursuant to the Plan, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Washington without giving effect to principles of conflicts of law. Participants irrevocably consent to the nonexclusive jurisdiction and venue of the state and federal courts located in the State of Washington.

11

Annex A

INTERMEC, INC.

FORM OF RELEASE AGREEMENT

Form of Release

______________________ (the "Participant") represents that the Participant has not filed any complaints, charges or lawsuits against Intermec, Inc., a Delaware corporation (the "Company"), with any governmental agency or any court. The Participant expressly waives all claims against the Company and releases the Company, and any of the Company's past, present or future parent, affiliated, related, and/or subsidiary entities, and all of the past and present directors, shareholders, officers, general or limited partners, employees, agents, and attorneys, and agents and representatives of such entities, and employee benefit plans in which the Participant is or has been a participant by virtue of his or her employment with the Company (collectively, the "Releasees"), from any claims that the Participant may have against the Company. It is understood that this release includes, but is not limited to, any claims arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever, (a) the Participant’s employment with the Company or its subsidiaries or the termination thereof or (b) the Participant’s status at any time as a holder of any securities of the Company, including any claims for wages, employment benefits or damages of any kind whatsoever arising out of any contracts, express or implied, any covenant of good faith and fair dealing, express or implied, any legal restriction on the Company’s right to terminate employment, or any federal, state or other governmental statute or ordinance, including, without limitation, the Employee Retirement Income Security Act of 1974, Title VII of the Civil Rights Act of 1964, the federal Age Discrimination in Employment Act, the Americans With Disabilities Act, the Family and Medical Leave Act, the Washington Law Against Discrimination Act, the Washington Family and Parental Leave Act, or any other legal limitation on the employment relationship (the "Release"); provided, however, notwithstanding anything to the contrary set forth herein, that this Release shall not extend to (x) benefit claims under employee pension benefit plans in which the Participant is a participant by virtue of the Participant's employment with the Company or its subsidiaries or to benefit claims under employee welfare benefit plans for occurrences (e.g., medical care, death, or onset of disability) arising after the execution of this Release by the Participant, and (y) any executory obligations assumed by the Company under the Company's Change of Control Severance Plan.

The Participant understands that this Release includes a release of claims arising under the Age Discrimination in Employment Act (ADEA). The Participant understands and warrants that he/she has been given a period of [21 + 7][45 + 7] days to review and consider this Release. The Participant further warrants that the Participant understands that, with respect to the release of age discrimination claims only, the Participant has a period of seven days after execution of this Release to revoke the release of age discrimination claims by notice in writing to the Company.

The Participant is hereby advised to consult with an attorney prior to executing this Release. By his or her signature below, the Participant warrants that he or she has had the opportunity to do so and to be fully and fairly advised by that legal counsel as to the terms of this Release.

12

Annex B

INTERMEC, INC.

CHANGE OF CONTROL SEVERANCE PLAN

NOTICE OF PARTICIPATION

To:

Date:______, 200_

The Board has designated you as a Participant in the Intermec, Inc. Change of Control Severance Plan, a copy of which is attached hereto. The terms and conditions of your participation in the Plan are as set forth in the Plan and herein. The terms defined in the Plan shall have the same defined meanings in this Notice of Participation. As a condition to receiving benefits under the Plan, you must sign a general waiver and release in the form provided by the Company. The variables relating to your Plan participation are as follows:

Severance Payment Percentage: [percentage from 0% to 300% determined by the Committee]

The Severance Payments are subject to forfeiture or repayment as described in the Plan if you have violated the Restrictive Covenants with the Company as defined in the Plan.

If you agree to participate in the Plan on these terms and conditions, please acknowledge your acceptance by signing below. By signing below, you acknowledge and agree that the Plan shall completely supersede and replace any and all portions of any contracts, plans, provisions or practices pertaining to severance entitlements owing to you from the Company, and is in lieu of any notice requirement, policy or practice. [For Participants with current COC/Employment Agreements and/or outstanding equity awards: You also acknowledge and agree that all your outstanding equity awards are hereby amended such that they will be governed by the Company's Executive Change of Control Policy effective [______], 2009. Without limiting the generality of the foregoing, your potential rights to severance pay, benefits and notice under the Change of Control and Employment Agreement dated [______] between you and the Company shall be completely replaced and superseded by the Plan.] As such, the Severance Benefits described herein shall serve as your sole recourse with respect to termination of employment by the Company following a Change of Control. Please return the signed copy of this Notice of Participation within ten days of the date set forth above to:

[Officer]

Intermec, Inc.

[……………………..]

[……………………..]

Your failure to timely remit this signed Notice of Participation will result in your immediate removal from the Plan. Please retain a copy of this Notice of Participation, along with the Plan, for your records.

Date: ___________________________  Signature: ___________________________ 

13

EX-10.3

INTERMEC, INC.

SENIOR OFFICER SEVERANCE PLAN

Amended and Restated Effective February 16, 2010

(formerly, the Corporate Executive Severance Plan)

1.  Introduction.  This Severance Plan is amended and restated effective as of February 16, 2010.  Capitalized terms have the meanings set forth in Section 9.  This Severance Plan replaces and supersedes all prior versions of the Corporate Executive Severance Plan but does not affect the Intermec, Inc. Change of Control Severance Plan, effective as of January 7, 2009, and as may be amended from time to time.

2.  Obligations of the Company on Termination.

(a) Involuntary Termination of Employment.  If the Company terminates the Senior Officer'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 Senior Officer the sum of:

(x) the Senior Officer’s Annual Base Salary through the Date of Termination, to the extent not theretofore paid;

(y) the Annual Bonus Amount; and

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

(ii) Pay to, or on behalf of, the Senior Officer, as incurred, the reasonable costs of outplacement services in accordance with the Company’s practices; provided that such costs are not incurred beyond the last day of the second calendar year following the calendar year in which falls the Senior Officer's Date of Termination and that the Company's payment is made before the end of the third calendar year following the calendar year in which occurs the Senior Officer's Date of Termination;

(iii) Pay to the Senior Officer 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 Senior Officer at the time of termination; and

                (iv) Satisfy any obligations it may have to the Senior Officer under the terms and conditions of the Plans, including, without limitation, the rights of the Senior Officer 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 Senior Officer Incentive Program for the Company’s fiscal year which includes the Date of Termination.

(b)  Termination Due to Death.  If the Senior Officer's employment is terminated by reason of the Senior Officer's death, the Company will have no obligation to the Senior Officer'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 Senior Officer’s legal representatives, estate or beneficiaries under the terms and conditions of the Plans.

(c)  Termination Due to Disability.  If the Senior Officer's employment is terminated by reason of the Senior Officer's Disability, the Company will have no obligation to the Senior Officer 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 Senior Officer or the Senior Officer’s legal representatives under the terms and conditions of the Plans.

(d)  Termination for Cause.  If the Senior Officer's employment will be terminated for Cause, the Company will have no obligation to the Senior Officer, 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 Senior Officer under the terms and conditions of the Plans.

(e)  Termination in Connection With a Change of Control.  If the Senior Officer's employment is terminated in connection with a Change of Control, the Company will have no obligation to the Senior Officer under this Severance Plan.  Any obligations of the Company to the Senior Officer that are due to a termination in connection with a Change of Control shall be determined under the Intermec, Inc. Change of Control Severance Plan.

1

3.  Timing of Payments Due to Senior Officer; Taxes.

(a)  Payments to be made by the Company to the Senior Officer or his or her legal representative, estate or beneficiaries pursuant to Sections 2(a)(i)-(iii) will be made in accordance with Section 5 (Release Required).  All other payments to be made by the Company (if any) to the Senior Officer or his or her legal representative, estate or beneficiaries 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 Senior Officer 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.

4.  No Duplication of Benefits, Offsets or Mitigation.

(a)  The Company shall have the right to offset the benefits of any other severance plans or agreements that require the Company to make payments to the Senior Officer as a result of the Company’s termination of the Senior Officer’s employment against the benefits of this Severance Plan, and vice versa, to the extent the Company determines necessary to avoid any duplication of benefits and consistent with the Company's intentions stated in Section 7(b).

(b)  Except as provided in Sections 4(a) and 6, the Company's obligation to make the payments or perform the obligations specified in this Severance Plan will not be affected by any setoff, counterclaim, recoupment, defense or other claim, right or action that the Company may have against the Senior Officer or others.
 

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

5.  Release Required; Payment Timing and Form.

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 Senior Officer's Date of Termination, the Senior Officer executes a general waiver and release of claims agreement in the form presented by the Company to the Senior Officer and such release shall not have been revoked by the Senior Officer (and the applicable revocation period shall have expired) prior to such 60th day.

Upon satisfaction of the foregoing conditions, all payments and benefits under this Severance Plan shall be made in accordance with this paragraph.  Except for those described in Sections 2(a)(i)(y) and 2(a)(ii), payments and benefits shall be made in a lump sum on the 61st day following the Senior Officer's Date of Termination.  The payments and benefits described in Section 2(a)(i)(y) shall be made after the applicable fiscal year and otherwise in accordance with the terms of the Senior Officer Incentive Program but without regard to any active employment requirement in connection with payments thereunder.  Payments under Section 2(a)(ii) shall be made in accordance with the limitations enumerated therein and with the Company's practices.

6.  Restrictive Covenants.

(a)As of the first date on which the Senior Officer violates any of the covenants contained in the Invention Agreement, the Conflicts of Interest Agreement, the Non-Disclosure Agreement and the Non-Compete Agreement of the Company executed by the Senior Officer in connection with the Senior Officer'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 such Restrictive Covenant's 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, such Restrictive Covenant 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 Senior Officer 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 Senior Officer 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 Senior Officer violates any of the Restrictive Covenants, the Senior Officer shall be required to pay to the Company in a single lump sum an amount equal to the aggregate total of the amounts the Senior Officer has received pursuant to Section 2 (except for 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.

2

7.  Amendment or Termination of Severance Plan; Interpretation.Restrictive Covenants.

(a)  The Company may amend or terminate this Severance Plan at any time prior to the Date of Termination.  In no event will the Senior Officer have any vested rights under this Severance Plan.

(b)  The Company intends that this Severance Plan and the compensation provided hereunder shall be exempt from the requirements of IRC Section 409A to the maximum extent possible.  To the extent IRC Section 409A is applicable to this Severance Plan, the Company intends that this Severance Plan shall comply with the deferral, payout and other limitations and restrictions imposed under IRC Section 409A.  Notwithstanding any other provision of this Severance Plan to the contrary, this Severance Plan will be interpreted, operated and administered in a manner consistent with such intentions.

 8.  Successors.

This Severance Plan will inure to the benefit of and be binding upon the Company, its successors and assigns and upon the Senior Officer and his or her legal representatives, estate and beneficiaries.

 9.  Definitions.

9.1  “Annual Base Salary” means the Senior Officer’s annual base salary as of the Date of Termination.

9.2 “Annual Bonus Amount” means the bonus that would have been awarded to the Senior Officer under the terms and applicable requirements of the Senior Officer Incentive Program for the year of termination, except for the requirement of active employment at the time paid, taking into account the Senior Officer’s target bonus percentage, actual base salary paid during the year of termination, and the attainment of the performance goals for the fiscal year as determined by the Compensation Committee of the Board of Directors.  For the avoidance of doubt, actual base salary shall not include any additional payments made under this Plan.

9.3 “Cause” means (i) the failure of the Senior Officer to perform substantially the Senior Officer'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 Senior Officer in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company.

9.4 “Change of Control" means Change of Control as defined in the Intermec, Inc. Change of Control Severance Plan, effective January 7, 2009.

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

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

9.7 “Disability” means the inability of the Senior Officer to perform the Senior Officer'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 that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Senior Officer or the Senior Officer's legal representative.

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

9.9 “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 Senior Officer Incentive Program.

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

9.11 “Officer” means and includes any Vice President and above of Intermec, Inc. or any of its subsidiaries.

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

9.13 “Restrictive Covenants” has the meaning given it in Section 6(a).

        9.14 “Retirement Plan” means any qualified or nonqualified 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.

3

9.15 “Savings Plan” means any qualified or nonqualified 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.

9.16 “Senior Officer” means and includes (i) the Chief Executive Officer (“CEO”) of Intermec, Inc., (ii) any Officer who reports directly to the CEO (other than solely on an interim basis), and (iii) any other Officer or employee who Intermec, Inc. treats as a Section 16 reporting person under the Securities Exchange Act of 1934, as amended.

9.17 "Senior Officer Incentive Program” means the Intermec, Inc. Senior Officer Incentive Program (effective for the Company’s 2010 fiscal year and thereafter) and any predecessor or successor plan that provides for the grant of annual cash bonuses or other short-term cash incentive awards.

9.18 “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.

4

EX-10.4

INTERMEC, INC.

2008 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

This Restricted Stock Unit Agreement (the “Agreement”) is made as of ___________ _____, 20____ between Intermec, Inc., a Delaware corporation (the “Company”), and [Name] (the “Participant” or "you").

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

WHEREAS, [If applicable:  as an inducement to you to remain in the employ of the Company or one of its Related Companies (collectively, the “Company”),] the Company desires to award you restricted Stock Units (as that term is defined in the Plan) in accordance with the terms and conditions of the Plan and this Agreement.

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

1.         Award.              The Company hereby grants you [If applicable:, as a matter of separate inducement and agreement, and not in lieu of salary or other compensation for services,] an Award of [__________] restricted Stock Units (“RSUs”) comprising the right to receive shares of the Common Stock, par value $.01 per share, of the Company (the “Common Stock”) on the terms and conditions hereinafter set forth (the “Awarded Shares”), such number of Awarded Shares to be subject to adjustment as provided in Section 14.1 of the Plan. You shall have no obligation to pay the Company additional consideration for the Awarded Shares.  The Grant Date for the RSUs is __________, 20____.

The Plan, a copy of which has been made available to you, is incorporated herein by reference and is made part of this Agreement as if fully set forth herein. By accepting the Award, you also acknowledge receipt of the Plan and the plan summary for the Plan.  You are encouraged to review the Company's most recent annual report and proxy statement, which may be found at www.intermec.com.  Capitalized terms used in this Agreement which are not defined herein shall have the meanings assigned to such terms in the Plan, it being understood that the terms “restricted Stock Units” and “RSUs” shall mean and refer to the right to receive only the Awarded Shares. This Agreement is subject to, and the Company and you agree to be bound by, all of the terms and conditions of the Plan as the same exist at the time this Agreement became effective. The Plan shall control in the event there is any express conflict between the Plan and the terms hereof 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 and this Agreement in accordance with Section 16.1 of the Plan, but no such subsequent amendment, modification, restatement, or termination of the Plan or this Agreement shall adversely affect in any material way your rights under this Agreement without your written consent.  This Agreement shall be subject, without further action by the Company or you, to such amendment, modification or restatement.

2.         Restriction Period.  Subject to the provisions of Paragraph 3 of this Agreement, there shall be a Period of Restriction (the “Restriction Period”) [MODIFY AS APPROPRIATE:  beginning on the Grant Date and ending on the [___] anniversary of the Grant Date (the “Vesting Date”)].  Except as otherwise provided in Paragraph 3 hereof, all RSUs still subject to restriction on the date of your Termination of Service shall be forfeited by you.

3.         Termination Due to Death or Disability or Change of Control.  Notwithstanding any other provision of this Agreement, all RSUs granted hereunder still subject to restriction shall become fully vested and free of all restrictions to the full extent of the original grant upon the occurrence of either of the following events: (a) your Termination of Service by reason of death or (b) your Termination of Service by reason of Disability.  The effect of a Change of Control on the RSUs shall be governed by the terms of a Company change of control policy or agreement as then in effect and applicable to the RSUs.   In the event no policy or agreement addresses the effect of a Change of Control on the RSUs, the terms of the Plan shall govern.

4.         Nontransferability.  Until the earlier of (a) the end of the Restriction Period with respect to any of the RSUs granted hereunder or (b) the vesting of such RSUs in accordance with the provisions of this Agreement or the Plan, you shall not be permitted to sell, assign, transfer, pledge, or otherwise encumber the RSUs or the Awarded Shares.

5.         Form and Timing of Payment.  If and when the Restriction Period ends with respect to RSUs awarded hereunder without a prior forfeiture of such RSUs, or if and when RSUs vest pursuant to the provisions of Paragraph 3 hereof, and subject to the payment of withholding taxes as provided in Paragraph 7 hereof, the Company will direct its transfer agent to issue to you within thirty (30) days after such event, in uncertificated form, the number of unrestricted shares of Common Stock equal to the number of RSUs as to which the Restriction Period has ended or that have vested pursuant to Paragraph 3.

6.         Rights as a Stockholder.  Except as otherwise provided in this Agreement or the Plan, you shall not have any rights of a stockholder with respect to the RSUs or, prior to vesting, the Awarded Shares.

7.         Withholding Taxes.  No later than the date as of which an amount first becomes includable in your gross income for federal income tax purposes with respect to any Awarded Shares, you 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 Awarded Shares that give rise to the withholding requirement or shares of Common Stock already owned by you.  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 you. You, therefore, hereby unconditionally and irrevocably elect, notwithstanding anything to the contrary in this Paragraph 7 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 your Awarded Shares (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 you shall be withheld from any such cash payment:

1

OPTION 1:

¨ Authorizing and directing the Company to deduct from the total number of shares of Common Stock issued and deliverable to you 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 you 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, your election shall be deemed to be Option 1, and the Company shall proceed accordingly.  The Company may refuse to deliver the Awarded Shares if you fail to comply with your obligations in connection with the Withholding Taxes as described in this Paragraph 7.

Regardless of any action the Company takes with respect to any or all Withholding Taxes, you acknowledge that the ultimate liability for all Withholding Taxes legally due by you is and remains your responsibility and that the Company (a) makes no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the RSUs, including the grant, lapse of the Restriction Period or other vesting of the RSUs, the subsequent sale of shares of Common Stock received upon lapse of the Restriction Period or other vesting of the RSUs, if any, and the receipt of any dividends or dividend equivalents; and (b) does not commit to structure the terms of the Award or any aspect of the Award to reduce or eliminate your liability for Withholding Taxes.

8.         Miscellaneous

(a)         You understand and acknowledge that you are one of a limited number of employees of the Company and its Related Companies who have been selected to receive grants of RSUs and that your Award is considered Company confidential information. You hereby covenant and agree not to disclose the Award of RSUs pursuant to this Agreement to any other person except (i) your 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 RSUs to you in any year shall give you neither any right to similar grants in future years nor any right to be retained in the employ or service of the Company or its Related Companies, such employment being terminable to the same extent as if the Plan and this Agreement were not in effect. The right and power of the Company and its Related Companies to dismiss or discharge you 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 you by a notice delivered in accordance with this paragraph.  All notices to you shall be delivered to you at your address specified below or at such other address as you may specify in writing to the Secretary of the Company by a notice delivered in accordance with this Paragraph 8(c).

(d)         This Agreement, including the provisions of the Plan 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 you.  For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by the grant of this 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, shall inure to the benefit of and shall be binding upon your 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)           Payments made pursuant to this Agreement are intended to qualify for an exception 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 and/or the Plan so that the RSUs granted to you qualify for exemption from or comply with Section 409A; provided, however, that the Company makes no representations that the RSUs shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the RSUs.  Also notwithstanding the foregoing, if at the time of a scheduled Vesting Date, including one provided for under Paragraph 3 of this Agreement, you are 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 your death.

2

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

INTERMEC, INC.

By:  ____________________________                                                              

Patrick J. Byrne

        Chief Executive Officer and President

Dated:  ________________________________                                PARTICIPANT:

(One of the boxes under Paragraph 7 must be checked)

 ___________________________

NAME

3

EX-10.5

 Intermec, Inc.

2008 Long-Term Performance Share Program

Agreement for the Award Period

January 1,  [YEAR] through December 31, [YEAR]

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, [YEAR] through December 31, [YEAR], “Performance Period” means January 1, [YEAR] through December 31, [YEAR] and “Award Period” means January 1, [YEAR] through December 31, [YEAR].

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 Period performance measures set by the Committee, and measured with respect to the Measurement Period as of December 31, [YEAR]:

[PERFORMANCE MEASURES AND DETERMINATION OF ACHIEVEMENT]

 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, [YEAR], 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”).

1

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.

2

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.

3

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%-%

4

EX-31.1

Exhibit 31.1

CERTIFICATION 

I, Patrick J. Byrne, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Intermec, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 29, 2010

/s/  Patrick J. Byrne

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION 

I, Robert J. Driessnack , Chief Financial Officer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Intermec, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 29, 2010

/s/   Robert J. Driessnack

Senior Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(SUBSECTIONS (a) AND (b) OF SECTION 1350,

CHAPTER 63 OF TITLE 18, UNITED STATES CODE)

In connection with the Quarterly Report on Form 10-Q of Intermec, Inc. (the “Company”) for the period ended March 28, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Patrick J. Byrne, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/  Patrick J. Byrne

Chief Executive Officer

April 29, 2010

EX-32.2

Exhibit 32.2

CERTIFICATION

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(SUBSECTIONS (a) AND (b) OF SECTION 1350,

CHAPTER 63 OF TITLE 18, UNITED STATES CODE)

In connection with the Quarterly Report on Form 10-Q of Intermec, Inc. (the “Company”) for the period ended March 28, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert J. Driessnack, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/  Robert J. Driessnack

Senior Vice President and Chief Financial Officer

April 29, 2010