ADOPTION AGREEMENT
| 1.01 |
PREAMBLE
|
By
the
execution of this Adoption Agreement the Plan Sponsor hereby (complete a. or
b.)
|
a.
x
|
adopts
a new plan as of July
1, 2006.
|
|
b.
o
|
amends
and restates its existing plan as of _______
[month,
day, year] which is the Amendment Restatement
Date.
|
|
Original
Effective Date: _______
[month,
day, year]
|
|
Pre-409A
Grandfathering: o
Yes o
No (If yes, complete Appendix B, “Summary of Grandfathered
Provisions”)
|
|
1.02
|
PLAN
|
|
Plan
Name:
|
Intermec
Deferred Compensation Plan
|
|
Plan
Year:
|
January
1 - December 31
|
|
1.03
|
PLAN
SPONSOR
|
|
Name:
|
|
|
Address:
|
0000
00xx
Xxx X, Xxxxxxx, XX 00000
|
|
000-000-0000
|
|
|
EIN:
|
00-0000000
|
|
Fiscal
Yr:
|
1/1/-12/31
|
|
Form
of Entity:
|
Corporation
|
If
Plan
Sponsor is a Corporation is stock publicly traded?
x
Yes o
No
|
1.04
|
EMPLOYER
|
The
following entities have been authorized by the Plan Sponsor to participate
in
and have adopted the Plan:
|
Entity
|
Publicly
Traded Corporation
|
||
|
Yes
|
No
|
||
|
x
|
o
|
||
|
Intermec
Technologies Corporation
|
x
|
o
|
|
|
o
|
o
|
||
|
o
|
o
|
||
|
o
|
o
|
||
|
o
|
o
|
||
-
1
-
|
1.05
|
ADMINISTRATOR
|
The
Employer has designated the following to be responsible for the Administration
of the Plan:
Compensation
Committee of the Board of Directors of Intermec, Inc.
|
Note:
|
The
Administrator is the person or persons designated by the Employer
to be
responsible for the administration of the Plan. This is not Fidelity
Investments Institutional Operations Company, Inc. nor any other
Fidelity
affiliate.
|
|
1.06
|
IDENTIFICATION
DATE
|
The
Employer has designated 12/31 as the Identification Date for purposes of
determining Key Employees.
In
the
absence of a designation, the Identification Date is December 31.
-
2
-
|
2.01
|
PARTICIPATION
|
|
a.
x
|
Employees
|
|
i.
o
|
Eligible
Employees are selected by the
Employer.
|
|
ii.
x
|
Eligible
Employees are those employees of the Employer who satisfy the following
criteria:
|
Eligible
Employees are selected by the Employer. In addition to the Employees selected
by
the Employer, an Employee of a participating Employer who is not eligible to
participate in any other nonqualified plan maintained by the Employer, shall
be
eligible for an Employer Matching Contribution under the Plan in a calendar
year
in which his or her Compensation under Section 3.01 of the Adoption Agreement
exceeds the limit under Section 401(a)(17) of the Code for such calendar year,
if the Employee had not been offered an opportunity to make a deferral election
under the Plan for Compensation paid during such year.
| b. o |
Directors
|
|
i.
o
|
All
Directors are eligible to
participate.
|
|
ii.
o
|
Only
Directors selected by the Employer are eligible to
participate.
|
-
3
-
|
3.01
|
COMPENSATION
|
For
purposes of determining Participant contributions under Article 4 and Employer
contributions under Article 5, Compensation shall be defined in the following
manner (complete a. or b. and select c. and/or d., if applicable):
|
a.
|
o |
Compensation
as defined in Section 2.9 of the Plan but excluding:
|
|
|
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
b.
|
x |
Compensation
as defined in the Intermec 401(k) Retirement Plan without regard
to the
Section 401(a)(17) of the Code limit for such Plan Year but only
as to
amounts in excess of the Section 401(a)(17) of the Code
limit.
|
|
c.
|
o |
Director
Compensation shall have the meaning specified in Section 2.9 except
that:
|
|
|
||
|
|
||
|
|
||
|
d.
|
o |
Compensation
shall, for all Plan purposes, be limited to $ _______ .
|
|
3.02
|
BONUSES
|
Compensation,
as defined in Section 3.01 of the Adoption Agreement, includes the following
type of bonuses:
|
Type
|
Will
be treated as Performance
Based
Compensation
|
||||
|
Yes
|
No
|
||||
|
Bonus
Programs*
|
x
|
o
|
|||
|
Sales
Commissions*
|
x
|
o
|
|||
|
|
o
|
o
|
|||
|
|
o
|
o
|
|||
______________________
*
For purposes of Participant contributions under Section 4.01 of the Adoption
Agreement (but not for purposes of Employer contributions under Section
5.01 of the Adoption Agreement) Compensation does not include any bonus or
commission based on a performance period of less than a year where the
performance period occurs in the same calendar year as the corresponding
deferral election.
-
4
-
|
4.01
|
PARTICIPANT
CONTRIBUTIONS
|
|
a.
|
Amount
of Deferrals
|
A
Participant may elect within the period specified in Section 4.01b of the
Adoption Agreement to defer the following amounts of Compensation (select i.
and
ii. or iii.):
|
i.
|
Compensation
Other than Bonuses (for each type of remuneration listed, complete
“dollar
amount” or“percentage
amount,” but not both))
|
|
Dollar
Amount
|
%
Amount
|
|||||||||
|
Type
of Remuneration
|
Min
|
Max
|
Min
|
Max
|
Increment
|
|||||
|
a. Base
Salary
|
1%
|
75%
|
1%
|
|||||||
|
b.
|
||||||||||
|
c.
|
||||||||||
Note:
The
increment is required to determine the permissible deferral amounts. For
example, a minimum of 0% and maximum of 20% with a 5% increment would allow
an
individual to defer 0%, 5%, 10%, 15% or 20%.
|
ii.
|
Bonuses
(choose one)
|
|
Dollar
Amount
|
%
Amount
|
|||||||||
|
Type
of Bonus
|
Min
|
Min
|
Min
|
Max
|
Increment
|
|||||
|
a. Bonus
Programs*
|
1%
|
100%
|
1%
|
|||||||
|
b. Sales
Commissions*
|
1%
|
100%
|
1%
|
|||||||
|
c.
|
||||||||||
|
iii.
|
Compensation
(do not complete if you completed i. and
ii.)
|
|
Dollar
Amount
|
%
Amount
|
|||||||
|
Min
|
Max
|
Min
|
Max
|
Increment
|
||||
|
iv.
|
Director
Compensation
|
|
Dollar
Amount
|
%
Amount
|
|||||||||
|
Type
of Compensation
|
Min
|
Min
|
Min
|
Max
|
Increment
|
|||||
|
Annual
Retainer
|
||||||||||
|
Meeting
Fees
|
||||||||||
|
Other:
|
||||||||||
|
Other:
|
||||||||||
_________________________
*
Subject
to the exclusion stated in the footnote to Section 3.02 of the Adoption
Agreement
-
5
-
|
b.
|
Election
Period
|
|
i.
|
Performance
Based Compensation
|
A
special
election period
a. x
Does b. o
Does
Not
apply
to
each eligible type of performance based compensation referenced in Section
3.02
of the Adoption Agreement.
The
special election period, if applicable, will be determined by the
Employer.
|
ii.
|
Newly
Eligible Participants
|
An
employee who is classified or designated as an Eligible Employee during a Plan
Year
a. o
May b. x
May
Not
elect
to
defer Compensation otherwise payable during the remainder of the Plan Year
by
completing a deferral agreement within the 30 day period beginning on the date
he is eligible to participate in the Plan.
|
c.
|
Revocation
of Deferral Agreement
|
A
Participant’s deferral agreement
(A) x Will
(B)
o Will
Not
be
cancelled for the remainder of any Plan Year during which he receives a hardship
distribution of elective deferrals from a qualified cash or deferred arrangement
maintained by the Employer.
-
6
-
|
5.01
|
EMPLOYER
CONTRIBUTIONS
|
|
a.
|
Matching
Contributions
|
|
i.
|
Amount
|
For
each
Plan Year, the Employer shall make a Matching Contribution on behalf of each
Participant who defers Compensation for the Plan Year and satisfies the
requirements of Section 5.01(a)(ii) of the Adoption Agreement equal to (complete
one):
|
(A)
o
|
_______
[insert
percentage] of the Compensation the Participant has elected to
defer for
the Plan Year.
|
|
(B)
o
|
An
amount determined by the Employer in its sole
discretion.
|
|
(C)
o
|
Matching
Contributions for each Participant shall be limited to $ _______
and/or _______
[insert percentage] of
Compensation.
|
|
(D)
x
|
Other:
80%
of
the product of: (a) eligible Compensation for the Plan Year (to the
extent
it exceeds the Section 401(a)(17) limit for the calendar year when
paid),
times (b) the percentage (but not exceeding 4%) that the Employee
elected
for such calendar year (or 4% in the case of an Employee who was
not
offered an opportunity to make a deferral election during the advance
election period for such Plan
Year).
|
|
ii.
|
Eligibility
for Matching Contribution
|
A
Participant who defers Compensation for the Plan Year*
shall
receive an allocation of Matching Contributions determined in accordance with
Section 5.01(a)(i) provided he satisfies the following requirements (complete
the ones that are applicable):
|
(A)
x
|
Is
employed on the last day of the Plan
Year
|
|
(B)
o
|
Completes
_______
[insert number] of hours of service during the Plan
Year
|
|
(C)
o
|
Is
selected by the Employer in its sole discretion to receive an allocation
of Matching Contributions
|
|
(D)
o
|
No
requirements
|
|
(E)
o
|
Other
|
_______
_______
_______
________________________
* Or
an Eligible Employee whose Compensation for the Plan Year exceeds the Section
401(a)(17) of the Code limit for that year, but who was not offered an
opportunity to elect to defer to the Plan for such Plan Year.
-
7
-
|
iii.
|
Time
of Allocation
|
Matching
Contributions, if made, shall be treated as allocated (select one):
|
(A) o
|
As
of the last day of the Plan Year
|
|
(B)
x
|
At
such times as the Employer shall determine in it sole
discretion
|
|
(C)
o
|
At
the time the Compensation on account of which the Matching Contribution
is
being made would otherwise have been paid to the
Participant
|
|
(D)
o
|
Other:
|
_______
_______
_______
|
b.
|
Other
Contributions
|
|
i.
|
Amount
|
The
Employer shall make a contribution on behalf of each Participant who satisfies
the requirements of Section 5.01(b)(ii) equal to (check one):
|
(A)
o
|
An
amount equal to
(insert number) % of the Participant’s
Compensation
|
|
(B)
o
|
An
amount determined by the Employer in its sole
discretion
|
|
(C)
o
|
Contributions
for each Participant shall be limited to $_______
|
|
(D)
o
|
Other:
|
_______
_______
_______
-
8
-
|
ii.
|
Eligibility
for Other Contributions
|
A
Participant shall receive an allocation of other Employer contributions
determined in accordance with Section 5.01(b)(i) for the Plan Year if he
satisfies the following requirements (complete the one that is
applicable):
|
(A)
o
|
Describe
requirements:
|
_______
_______
|
(B)
x
|
Is
selected by the Employer in its sole discretion to receive an allocation
of other Employer contributions.
|
|
(C)
o
|
No
requirements
|
|
iii.
|
Time
of Allocation
|
Employer
contributions, if made, shall be treated as allocated (select one):
|
(A)
o
|
As
of the last day of the Plan Year
|
|
(B)
x
|
At
such time or times as the Employer shall determine in its sole
discretion
|
|
(C)
o
|
Other:
|
_______
_______
_______
-
9
-
|
6.01
|
DISTRIBUTIONS
|
The
timing and form of payment of distributions made from the Participant’s vested
Account shall be made in accordance with the elections made in this Section
6.01
of the Adoption Agreement.
|
a.
|
Timing
of Distributions
|
|
(i)
|
All
distributions shall commence in accordance with the following (choose
one):
|
|
(A)
x
|
As
of the distribution event
|
|
(B) o
|
Monthly
on specified day _______
(insert day)
|
|
(C)
o
|
Annually
on specified month and day _______
(insert month and day)
|
|
(D)
o
|
Calendar
quarter on specified day _______
(insert day)
|
|
Note:
|
A
six month delay for certain distributions to Key Employees of publicly
traded companies will apply.
|
|
(ii)
|
The
timing of distributions as determined in Section 6.01a.(i) shall
be
modified by the adoption of:
|
|
(A)
x
|
Event
Delay - distribution events (other than those based on Specified
Date or
Specified Age) will be treated as not having occurred for 30
days
(insert number of days).
|
|
(B)
o
|
Hold
Until Next Year - distribution events (other than those based on
Specified
Date or Specified Age) will be treated as not having occurred for
twelve
months from the date of the event.
|
|
(C)
o
|
Immediate
Processing - If Section 6.01a(i)(A) is not selected above, the Participant
may elect to override the timing method selected by the Employer
under
Section 6.01a(i) for the following distribution events (insert
events).
|
_______
_______
-
10
-
|
b.
|
Distribution
Events (If multiple events are chosen, the earliest to occur will
trigger
payment.)
|
|
Lump
Sum
|
Installments
|
|||
|
(i)
|
o |
Specified
Date
|
_______
|
_______
years
to _______
years
|
|
|
||||
|
(ii)
|
o |
Specified
Age
|
_______
|
_______
years
to _______
years
|
|
(iii)
|
x |
Separation
from Service
|
X
|
_______
years
to _______
years
|
|
(iv)
|
o |
Separation
from Service
plus 6 months
|
_______
|
_______
years
to _______
years
|
|
(v)
|
o |
Separation
from Service plus _____ months
(not to exceed _____ months)
|
_______
|
_______
years
to _______
years
|
|
(vi)
|
o |
Retirement
|
_______
|
_______
years
to _______
years
|
|
(vii)
|
o |
Retirement
plus 6 months
|
_______
|
_______
years
to _______
years
|
|
(viii)
|
o |
Retirement
plus _____
months (not to exceed _____ months)
|
_______
|
_______
years
to _______
years
|
|
(ix)
|
o |
Later
of Separation from Service or Specified Age
|
_______
|
_______
years
to _______
years
|
|
(x)
|
o |
Later
of Separation from Service or Specified Date
|
_______
|
_______
years
to _______
years
|
|
(xi)
|
o |
Later
of Retirement or Specified Age
|
_______
|
_______
years
to _______
years
|
|
(xii)
|
o |
Later
of Retirement or Specified Date
|
_______
|
_______
years
to _______
years
|
|
(xiii)
|
o |
Disability
|
_______
|
_______
years
to _______
years
|
|
(xiv)
|
x |
Death
|
X
|
_______
years
to _______
years
|
|
(xv)
|
o |
Change
in Control
|
_______
|
_______
years
to _______
years
|
The
minimum deferral period for Specified Date or Specified Age event shall
be _____ years.
Installments
may be paid (select each that applies)
| o |
Monthly
|
| o |
Quarterly
|
| o |
Annually
|
|
c.
|
Specified
Date and Specified Age elections may not extend beyond
age _____.
|
-
11
-
|
d.
|
Separation
from Service (if this is elected, do not select “Separation from Service”
under b. above)
|
A
Separation from Service override
| o |
Shall
apply.
|
A
Separation from Service override provides that a Participant, whose Separation
from Service occurs before Retirement, shall receive the vested amount credited
to his Account as a lump sum payment.
|
e.
|
Involuntary
Cashouts (leave blank if not
applicable)
|
| o |
If
the Participant’s vested Account at the time of his Separation from
Service does not exceed $_____
(insert dollar amount) distribution of the vested Account shall
automatically be made in the form of a single lump sum in accordance
with
Section 9.5 of the Plan.
|
|
f.
|
Retirement
|
Retirement
shall be defined as a Separation from Service that occurs on or after the
Participant separates from service on or after age 60 _____ (insert
description of requirements)
|
g.
|
Redeferrals
|
A
Participant
|
(i)
o
|
Shall
|
|
(ii)
x
|
Shall
Not
|
be
permitted to modify a scheduled distribution date in accordance with Section
9.2
of the Plan.
A
Participant shall generally be permitted to elect such
modification _______
number
of times.
Administratively,
allowable distribution events will be modified to reflect all options necessary
to fulfill the redeferrals provision.
-
12
-
|
7.01
|
VESTING
|
|
a.
|
Matching
Contributions
|
The
Participant’s vested interest in the amount credited to his Account attributable
to Matching Contributions shall be based on the following schedule:
|
Years
of Service
|
Vesting
%
|
|
0
|
______
|
|
1
|
______
|
|
2
|
______
|
|
3
|
______
|
|
4
|
______
|
|
5
|
______
|
|
6
|
______
|
|
7
|
______
|
|
8
|
______
|
|
9
|
______
|
|
b.
|
Other
Employer Contributions
|
The
Participant’s vested interest in the amount credited to his Account attributable
to Employer contributions other than Matching Contributions shall be based
on
the following schedule:
|
Years
of Service
|
Vesting
%
|
|
0
|
______
|
|
1
|
______
|
|
2
|
______
|
|
3
|
______
|
|
4
|
______
|
|
5
|
______
|
|
6
|
______
|
|
7
|
______
|
|
8
|
______
|
|
9
|
______
|
|
c.
|
Acceleration
of Vesting
|
A
Participant’s vested interest in his Account will automatically be 100% upon the
occurrence of the following events: (select the ones that are
applicable)
|
(i)
o
|
Death
|
|
(ii)
o
|
Disability
|
|
(iii)
o
|
Change
in Control
|
|
(iv)
o
|
Eligibility
for Retirement
|
|
(v)
o
|
Other:
_______
|
_______
-
13
-
|
d.
|
Years
of Service
|
| ii. |
A
Participant’s Years of Service shall include all service performed for the
Employer and
|
|
(A) o
|
Shall
|
|
(C) o
|
Shall
Not
|
include
service performed for the Related Employer.
| iii. |
Years
of Service shall also include service performed for the following
entities:
|
| iv. |
Years
of Service shall be determined in accordance with: (select
one)
|
|
(A)
o
|
The
elapsed time method in Treas. Reg.
Sec. 1.410(a)(7)
|
|
(B)
o
|
The
general method in DOL Reg. Sec. 2530.200b-1 through
b-4
|
|
(C)
o
|
The
Participant’s Years of Service credited under _______
(insert name of plan) the Intermec 401k Retirement Plan effective
7/1/06
|
|
(D)
o
|
Other:
_______
|
_______
_______
-
14
-
|
8.01
|
UNFORESEEABLE
EMERGENCY
|
|
a.
|
A
withdrawal due to an Unforeseeable Emergency as defined in Section
2.24:
|
|
i.
x
|
Will
|
|
ii.
o
|
Will
Not
|
be
allowed.
|
b.
|
Upon
a withdrawal due to an Unforeseeable Emergency, a Participant’s deferral
election for the remainder of the Plan
Year:
|
|
i.
x
|
Will
|
|
ii.
o
|
Will
Not
|
be
cancelled.
-
15
-
|
9.01
|
INVESTMENT
DECISIONS
|
Investment
decisions regarding the hypothetical amounts credited to a Participant’s Account
shall be made by: (select one)
|
a.
x
|
The
Participant (or his Beneficiary)
|
|
b.
o
|
The
Employer
|
Investment
options are set forth in Appendix A.
-
16
-
|
10.01
|
GRANTOR
TRUST
|
The
Employer: (select one)
|
a.
x
|
Does
|
|
b.
o
|
Does
Not
|
intend
to
establish a grantor trust in connection with the Plan.
-
17
-
|
11.01
|
TERMINATION
UPON CHANGE IN CONTROL
|
The
Employer
|
a.
x
|
Reserves
|
|
b.
o
|
Does
Not Reserve
|
the
right
to terminate the Plan and distribute all vested amounts credited to Participant
Accounts upon a Change in Control as described in Section 9.7.
|
11.02
|
CHANGE
IN CONTROL
|
A
Change
in Control for Plan purposes includes the following (select each definition
that
applies):
| x |
A
change in the ownership of the Employer (as described in Section
9.7(c) of
the Plan)
|
| x |
A
change in the effective control of the Employer (as described in
Section
9.7(d) of the Plan)
|
| x |
A
change in the ownership of a substantial portion of the assets of
the
Employer (as described in Section 9.7(e) of the
Plan)
|
-
18
-
|
12.01
|
GOVERNING
STATE LAW
|
The
laws
of Washington shall apply in the administration of the Plan to the extent not
preempted by ERISA.
-
19
-
|
13.01
|
2005
TRANSITIONAL RULES
|
The
Employer has made the following elections regarding the 2005 Transitional Rules
set forth in Section 4.5. The Employer must specify default payment elections
in
13.01(a) whether or not the new payment elections are permitted.
|
a.
|
New
Payment Elections [Section 4.5(a)]
|
| o |
Will
Be Permitted until _______
(insert date)
|
| o |
Will
Not Be Permitted
|
The
default payment elections will be:
_______
_______
|
b.
|
Elections
to terminate participation or cancel an outstanding election [Section
4.5(b)]
|
| o |
Will
|
| o |
Will
Not
|
be
permitted.
|
c.
|
Prospective
Deferral Elections [Section 4.5(c)]
|
| o |
Will
|
|
o
|
Will
Not
|
be
permitted.
Only
a
plan in existence on or before December 31, 2004 may offer Prospective Deferral
Elections.
|
13.02
|
2006
TRANSITIONAL RULE
|
New
payment elections [Section 4.6]
| o |
Will
Be Permitted until _______
(insert date)
|
| o |
Will
Not Be Permitted
|
-
20
-
The
Plan
Sponsor has caused this Adoption Agreement to be executed this 29th
day of
June,
2006.
|
PLAN
SPONSOR:
|
/s/
Xxxxx X. Xxxxx
|
|
|
By:
|
Xxxxx
X. Xxxxx
|
|
|
Title:
|
President
and Chief Executive Officer
|
-
21
-
APPENDIX
A
INVESTMENT
OPTIONS
|
Fund
Name
|
Fund
Number
|
|
Fidelity
Cash Reserves
|
0055
|
|
Fidelity
Money Market Trust: Retirement Money Market Portfolio
|
0630
|
|
Fidelity
Diversified International Fund
|
0325
|
|
Oakmark
International CL I
|
OFOI
|
|
Fidelity
Dividend Growth Fund
|
0330
|
|
Oakmark
Select CL I
|
OFOA
|
|
Spartan
US Equity Index - Investor Class
|
0650
|
|
Fidelity
Mid-Cap Stock Fund
|
0337
|
|
Clipper
Fund
|
OFCF
|
|
American
Beacon Small Cap Value Fund - PlanAhead Class
|
OSAY
|
|
Longleaf
Partners Fund
|
OMUV
|
|
Columbia
Acorn Fund Class Z
|
OFAR
|
|
American
Growth Fund of America CL A
|
OFXL
|
|
Harbor
Capital Appreciation Institutional Class
|
OFHH
|
|
Fidelity
Freedom 2000 Fund
|
0370
|
|
Fidelity
Freedom 2005 Fund
|
1312
|
|
Fidelity
Freedom 2010 Fund
|
0371
|
|
Fidelity
Freedom 2015 Fund
|
1313
|
|
Fidelity
Freedom 2020 Fund
|
0372
|
|
Fidelity
Freedom 2025 Fund
|
1314
|
|
Fidelity
Freedom 2030 Fund
|
0373
|
|
Fidelity
Freedom 2035 Fund
|
1315
|
|
Fidelity
Freedom 2040 Fund
|
0718
|
|
Fidelity
Freedom Income Fund
|
0369
|
|
Note:
|
The
Plan may not select a common/collective trust fund or a self-directed
brokerage option as an investment option.
|
|
Date
Effective: July 1, 2006
|
-
22
-
