UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported): February 16,
2010
Intermec,
Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-13279
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95-4647021
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(State
or other jurisdiction
of
incorporation)
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(Commission
file number)
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(I.R.S.
Employer
Identification
Number)
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6001
36th
Avenue West
Everett,
Washington
www.intermec.com
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98203-1264
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(Address
of principal executive offices and internet site)
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(Zip
Code)
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(425)
265-2400
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(Registrant's
telephone number, including area code)
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No
Change
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(Former
name or former address, if changed since last
report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
1
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
February 16, 2010, the Compensation Committee of our Board of Directors (the
“Committee”) adopted the Senior Officer Incentive Program (the “SOIP”) which
sets forth administrative terms and conditions for annual cash incentive award
opportunities for eligible senior officers for calendar year 2010 and
thereafter. The SOIP will operate as a “sub-plan” under the 2008
Omnibus Incentive Plan previously approved by our shareholders. As to
our Senior Officers, the SOIP replaces the Management Incentive Compensation
Plan (“MICP”) under which eligible employees, including those now eligible to
participate in the SOIP, have been eligible for annual cash bonuses based on
achievement of performance goals. Senior officers eligible to
participate in the SOIP are our Chief Executive Officer, officers directly
reporting to our Chief Executive Officer and all other officers subject to
reporting under Section 16 of the Securities Exchange Act of 1934, as amended
(“Senior Officers”). Under the SOIP, Senior Officers are each
assigned an individual target incentive opportunity, ranging from 40% to 100% of
their annual salaries. Participants can earn from 0% to 200% of
target amounts, depending on company performance. (Under the MICP,
Senior Officers have had the same range of individual target incentive
opportunity, and could earn from 0% to 150% of target amounts, depending on
company performance.)
In
connection with adoption of the SOIP, the Compensation Committee established
performance goals and targets for incentive bonus amounts for the Senior
Officers for calendar year 2010 (the “2010 Award Period”). The
performance goals for the 2010 Award Period (which are the same as those for
2009 under the MICP) and the relative weighting of the goals are as
follows:
· Achievement
of operating profit versus revenue, 70% weighting
· Achievement
of operating profit versus average invested capital, 30% weighting
Target
percentage opportunities established for the 2010 Award Period for our Chief
Financial Officer and our other Senior Officers, including those who were Named
Executive Officers in the 2009 proxy statement, are as follows:
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Name
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Title
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Target
Award As a Percentage of Annual Salary
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Patrick
J. Byrne
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President
& CEO
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100 | % | ||
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Robert
J. Driessnack
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Senior
VP, CFO
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60 | % | ||
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Dennis
Faerber
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Senior
VP, Global Supply Chain, Intermec Technologies Corporation
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60 | % | ||
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Janis
L. Harwell
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Senior
VP, General Counsel and Corporate Secretary, and
Strategy
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60 | % | ||
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James
McDonnell
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Senior
VP, Global Sales, Intermec Technologies Corporation
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70 | % | ||
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Earl
Thompson
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Senior
VP, Mobile Solutions Business, Intermec Technologies
Corporation
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60 | % | ||
The SOIP
is filed with this Current Report as Exhibit 10.1, and the above description of
the SOIP is qualified in its entirety by reference to the complete text of the
SOIP.
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Item
8.01
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Other
Events.
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On
February 16, 2010, the Committee also approved and adopted amendments to the
Corporate Executive Severance Plan, none of which materially modified the
plan. The principal amendments to the Corporate Executive Severance
Plan were to limit eligibility in the plan to Senior Officers (as defined above
with respect to the SOIP); to rename the plan as the Senior Officer Severance
Plan to reflect the change in eligibility; to require that any incentive
compensation payouts under the plan be based on actual performance and payable
only after actual performance is so determined (in order to comply with recently
applicable IRS guidance under Internal Revenue Code Section 162(m)); and to
remove change of control provisions from the plan since Senior Officers
participate in our separate Change of Control Severance Plan.
A copy of
the Senior Officer Severance Plan will be filed as an exhibit with our Form 10-Q
for the fiscal quarter ending March 28, 2010.
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Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No.
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Description
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| 10.1 |
Senior
Officer Incentive Plan
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2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Intermec,
Inc.
(Registrant)
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Date: February
22, 2010
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By:
/s/ Janis L.
Harwell
Janis L. Harwell
Senior Vice President, General
Counsel
and
Corporate
Secretary
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3
EXHIBIT
INDEX
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Exhibit
No.
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Description
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| 10.1 |
Senior
Officer Incentive Plan
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4