Exhibit 10.5


 


UNOVA, Inc.


6001
36th Avenue West


Everett, WA 98203-1264


 


UNOVA, INC.


1999 STOCK INCENTIVE PLAN


INCENTIVE STOCK OPTION AGREEMENT


(FOR OPTIONEES IN THE U.S.)


 


	
  [Name and address]

  	
  Option Number:

  	
   

  
	
   

  	
  Option Plan:

  	
  1999

  
	
   

  	
  Grant Date:

  	
   

  
	
   

  	
  Option Shares:

  	
   

  
	
   

  	
  Option Price:

  	
   

  



 


1.             THIS AGREEMENT sets forth the terms of Stock Options granted
to you subject to the UNOVA, Inc. 1999 Stock Incentive Plan (the “Plan”).  As of the
Grant Date indicated above, subject to your acceptance of the terms and
conditions hereof, UNOVA, Inc. (the “Company”) has
granted to you Stock Options to purchase [#Shares]
shares of the Common Stock of the Company (the “Stock”)
at the purchase price of $xx.xxx
per share.


 


Capitalized
terms that are not defined herein shall have the meanings assigned to such
terms in the Plan.  The Plan shall
control in the event there is any express conflict between the Plan and this
Agreement and with respect to such matters as are not expressly covered herein.


 


In order for this grant to become
effective, you must accept it electronically or sign and return one copy of
this Agreement to the Company’s Secretary no later than [Date].  In the event you fail to do so, this
Agreement shall be deemed canceled, null, and void.


 


2.             The options granted by this Agreement are
intended to be Incentive Stock Options, as that term is defined in Section 422
of the Internal Revenue Code of 1986, as amended (the “Code”); provided, however,
that to the extent the terms of these options, or any action taken with respect
thereto, fail to satisfy the requirements of Section 422, these options
shall be Non-Qualified Stock Options, as that term is defined in the Plan.


 


3.             The options granted hereunder shall, subject
to the provisions of the Plan, become exercisable in installments on the dates
set forth below and shall remain cumulatively exercisable until the expiration
date indicated:


 


	
  Number

  Of Shares

  	
   

  	
  Date Options May

  First Be Exercised

  	
   

  	
  Expiration Date

  of Options

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [#Shares/5]

  	
   

  	
  [Grant Date + 1 year]

  	
   

  	
  [Grant Date + 10 years]

  	
   

  
	
  [#Shares/5]

  	
   

  	
  [Grant Date + 2 years]

  	
   

  	
  [Grant Date + 10 years]

  	
   

  
	
  [#Shares/5]

  	
   

  	
  [Grant Date + 3 years]

  	
   

  	
  [Grant Date + 10 years]

  	
   

  
	
  [#Shares/5]

  	
   

  	
  [Grant Date + 4 years]

  	
   

  	
  [Grant Date + 10 years]

  	
   

  
	
  [#Shares/5]

  	
   

  	
  [Grant Date + 5 years]

  	
   

  	
  [Grant Date + 10 years]

  	
   

  



 





















 


4.             You hereby acknowledge that the options
granted hereby are subject to the terms and conditions of the Plan, which is
incorporated herein by reference, and you hereby acknowledge that you have
received or have access to a copy of the Plan. 
You are also encouraged to review the Company’s most recent Form 10-K
and proxy statement, which may be found at www.unova.com.


 


5.             (a) 
Subject to the provisions of this Section 5, vested Stock Options may be
exercised, in whole or in part, at any time during the option term by giving
written notice of exercise to the Company on the form furnished by the Company
for that purpose specifying the number of shares of Stock subject to the Stock
Option to be purchased.  Each exercise must encompass at least one installment
or 100 shares of Stock, whichever is less.


 


(b) 
The option price of Stock to be purchased upon exercise of any Stock Option
shall be paid in full in cash in United States dollars (by certified or bank
check or such other instrument payable to the order of “UNOVA, Inc.” as
the Company may accept).  The option
price may also be paid in the form of unrestricted Stock already owned by you
for a period of at least six months and based in any such instance on the average
of the highest and lowest per share sales prices of the Stock during normal
trading hours on the New York Stock Exchange (the “Fair Market Value”) on the
date the Stock Option is exercised.


 


(c) 
In the discretion of the Committee, payment for any shares subject to a Stock
Option may also be made by delivering a properly executed exercise notice to
the Company, together with a copy of irrevocable instructions to a broker to
deliver promptly to the Company the amount of sale or loan proceeds to pay the
purchase price, and, if requested by you or required by law to be withheld by
the Company, the amount of any federal, state, local and foreign withholding
taxes.


 


(d) 
No shares of Stock shall be issued until full payment therefor has been
made.  You shall have all of the rights
of a shareholder of the Company holding the Stock that is subject to such Stock
Option (including, if applicable, the right to vote the shares and the right to
receive dividends, if any) when you have given written notice of exercise and
have paid in full for such shares.


 


(e) 
If as a result of any adjustment to the shares or number of shares subject to this
Agreement made pursuant to Section 3 of the Plan, any fractional share
would be issuable under this Agreement, such fractional share shall be canceled
without the payment of any consideration to you.


 


6.             You
may transfer any or all Non-Qualified Stock Options granted under the Plan by
way of gift to any family member, provided that
any such transferee shall agree in writing with the optionee and the Company,
as a condition to such transfer, to be bound by the provisions of all
agreements and other instruments, including without limitation, the Plan, and
shall agree in writing to such other terms as the Company may reasonably
require to assure compliance with applicable federal and state securities and
other laws.  For purposes of the
preceding sentence, “family member” shall include any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including adoptive relationship, any person
sharing your household (other than a tenant or employee), a trust in which
these persons have more than 50 percent of the beneficial interest, a
foundation in which these persons (or the optionee) control the management of
assets, and any other entity in which these persons (or the optionee) own more
than 50 percent of the voting interests. 
All Stock Options shall be


 


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exercisable, subject to
the terms of the Plan, only by you, your guardian or legal representative, or
any person to whom such option is transferred pursuant to this paragraph, it
being understood that the term “holder” and “optionee” include such guardian,
legal representative and other trustee. 
If such transfer is made to a family member, there may be additional tax
consequences at the time of transfer, and the Company will not be responsible
for such tax consequences.


 


7.             (a) 
In the event of your Termination of Employment due to death, any Stock Option
held by you may thereafter be exercised for a period of one year from the date
of such death or until the expiration of the stated term of such Stock Option,
whichever period is shorter, in accordance with the following schedule:


 




	
  Time from Grant

  Date to Death

  	
   

  	
  Stock Options

  Exercisable by Estate

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Less than 1 year

  	
   

  	
  33

  	
  %

  
	
  1 year to 2 years

  	
   

  	
  67

  	
  %

  
	
  More than 2 years

  	
   

  	
  100

  	
  %

  






 


(b)  In the event of your Termination of
Employment due to death, if any portion of the Incentive Stock Options granted
hereby is exercised after the expiration of the exercise periods that apply for
purposes of Section 422 of the Code, such portion of Stock Options will
thereafter be treated as Non-Qualified Stock Options.


 


8.             Subject
to the provisions of subparagraph 10(b) below, in the event of your
Termination of Employment by reason of Disability, any Stock Option held by you
may thereafter be exercised by you, to the extent it was vested at the time of
termination, for a period of three years from the date of such Termination of
Employment or until the expiration of the stated term of such Stock Option,
whichever period is shorter; provided, however, that if you die within such
period, any unexercised Stock Option held by you shall, notwithstanding the
expiration of such period, continue to be exercisable to the extent to which it
was vested at the time of death for a period of 12 months from the date of such
death or until the expiration of the stated term of such Stock Option,
whichever period is shorter.  “Disability” means your permanent and total disability as
more specifically defined in the Plan. 
In the event of your Termination of Employment by reason of Disability,
if any portion of the Incentive Stock Options granted hereby is exercised after
the expiration of the exercise periods that apply for purposes of Section 422
of the Code, such portion of Stock Options will thereafter be treated as
Non-Qualified Stock Options.


 


9.             Subject
to the provisions of subparagraph 10(b) below, in the event of your
Termination of Employment by reason of Retirement, any Stock Option held by you
may thereafter be exercised by you (or your estate or personal representative),
to the extent it was vested at the time of such Retirement, until the
expiration of the stated term of such Stock Option or, if earlier, 12 months
from the date of your death.  “Retirement” means retirement from active employment with
the Company, a subsidiary or an Affiliate (i) at or after age 65 or (ii) pursuant
to the early retirement provisions of the applicable pension plan of the
Company, a subsidiary or an Affiliate under which you may receive retirement
benefits.  In the event of your
Termination of Employment by reason of Retirement, if any portion of the
Incentive Stock Options granted hereby is exercised after the expiration of the
exercise periods that apply for purposes of Section 422 of the Code, such
portion of Stock Options will thereafter be treated as Non-Qualified Stock
Options.


 


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10.           (a) 
If you incur a Termination of Employment for any reason other than death,
Disability, or Retirement, any Stock Option held by you, to the extent it was vested
at the time of termination, may be exercised for the lesser of three months
from the date of such Termination of Employment or the balance of such Stock
Option’s term; provided, however, that if you
die within such three-month period, any unexercised Stock Option held by you
shall, notwithstanding the expiration of such three-month period, continue to
be exercisable to the extent to which it was vested at the time of death for a
period of 12 months from the date of such death or until the expiration of the
stated term of such Stock Option, whichever period is the shorter.  Notwithstanding the foregoing, after a Change
in Control, Stock Options shall remain exercisable following a Termination of
Employment described in this Section 10 for seven months following such
termination or until expiration of the stated term of such Stock Option,
whichever period is shorter.


 


(b) 
“Termination of Employment” means the
termination of your employment with the Company or any subsidiary or
Affiliate.  You shall also be deemed to
incur a Termination of Employment if the subsidiary or Affiliate ceases to be
such a subsidiary or Affiliate, as the case may be, and if you do not
immediately thereafter become an employee of the Company or another subsidiary
or Affiliate.  Temporary absences from
employment because of illness, vacation, or leave of absence and transfers
among the Company and its subsidiaries and Affiliates shall not be considered
Terminations of Employment.  If so
determined by the Committee, you shall be deemed not to have incurred a
Termination of Employment following Retirement or Disability if you enter into
a contract with the Company or any subsidiary or Affiliate providing for the
rendering by you of consulting services to the Company or such subsidiary or
Affiliate on terms approved by the Committee; however, your Termination of
Employment shall be deemed to occur when such contract ceases to be in effect.  In the event of such Retirement or Disability
and subsequent assumption by you of the status of a consultant, any portion of
the Incentive Stock Options granted hereby which is exercised after the
applicable period for purposes of Section 422 of the Code shall be treated
as Non-Qualified Stock Options.


 


11.           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 Stock Option
granted by this Agreement, you shall pay to the Company, or make arrangements
satisfactory to the Company regarding the payment of, any federal, state or
local, and foreign taxes of any kind required by law to be withheld by the
Company with respect to such amount.  The
minimum amount of statutory withholding obligations may be settled with
unrestricted Stock having a Fair Market Value on the date of the exercise of
the Stock Option equal to the amount of taxes required by law to be withheld,
including Stock issuable upon exercise of a Stock Option that gives rise to the
withholding requirement.  Tax
withholdings in excess of the statutory minimum amount may not be satisfied in
Stock but may, if desired, be paid in cash. 
The obligations of the Company under the Plan shall be conditional on
such payment or arrangements having been made, and the Company and its
Subsidiaries shall, to the extent permitted by law, have the right to deduct
any such taxes from any payment otherwise due you.


 


12.           The
Plan is established voluntarily by the Company, it is discretionary in nature
and it may be modified, amended, suspended or terminated by the Company at any
time, unless otherwise provided in the Plan and this Agreement.  Grants of Stock Options and other Stock
awards under the Plan are made from time to time in the sole discretion of the
Committee.  The grant of a Stock Option
or other award does not create any contractual or other right to receive future
grants of Stock Options, or benefits in lieu of Stock Options, even if Stock
Options have


 


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been granted repeatedly
in the past.  You acknowledge that future
grants under the Plan, if any, will be at the sole discretion of the Committee,
including the timing of any grant, the number of options, the vesting
provisions, and the exercise price. The grant of a Stock Option 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 of the Company or its subsidiaries and
Affiliates, 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 subsidiaries and Affiliates to
dismiss or discharge you is specifically and unqualifiedly unimpaired by this
Agreement.


 


You acknowledge that your
participation in the Plan is voluntary and the value of the Stock Option is an
extraordinary item that does not constitute compensation of any kind for
services of any kind rendered to the Company or its subsidiaries and Affiliates,
and which is outside the scope of any employment contract you may have, unless
such contract specifically provides otherwise. 
As such, you understand that any Stock Option is not part of normal or
expected compensation for purposes of calculating any severance, resignation,
redundancy, end of service payments, bonuses, long-term service awards, pension
or retirement benefits, or similar payments and in no event should be
considered as compensation for, or relating in any way to, past services for
the Company or its subsidiaries and Affiliates.


 


13.           If
employed by a subsidiary or Affiliate of the Company, you authorize and direct
such Subsidiary or Affiliate or any agent of the Company or such Subsidiary or
Affiliate administering the Plan or providing plan recordkeeping services to
disclose to the Company or any of its Subsidiaries or Affiliates such
information and data as it shall request in order to facilitate the grant of
Stock Options and the administration of the Plan, and you waive any data
privacy rights you may have with respect to such information.  By accepting this Agreement, you authorize
the Company and the Subsidiary or Affiliate by which you are employed, if
applicable, to store and transmit such information in electronic form.


 


14.           It
is the present practice of the Company to provide participants in the Plan,
solely as a courtesy and not as a Company policy, with written or oral notification
of the imminent expiration of any Stock Option having monetary value.  You acknowledge that the Company and its
subsidiaries or Affiliates and agents shall have no liability or responsibility
in the event you should fail to receive any such ‘courtesy notice” and your
Stock Option expires unexercised.  You
acknowledge that the obligation to monitor the schedule of exercisability
and expiration of options awarded under this Agreement, and to procure current
quotations regarding the market value of the Stock, is solely your obligation
and not that of the Company or any subsidiary or Affiliate by which you are
employed or the agents of either of them.


 


15.           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 may be
furnished to you in writing.  All notices
to you or other person or persons then entitled to exercise any right pursuant
to this Agreement shall be delivered to you or such other person as you or such
other person may specify in writing to the Secretary of the Company by a notice
delivered in accordance with this paragraph.


 


16.           The Company may, in its
sole discretion, decide to deliver any documents related to the Stock Option
granted under and participation in the Plan or future options (if any) that may
be granted under the Plan by electronic means or to request your consent to
participate in the Plan by electronic means. 
You hereby consent to receive such documents by electronic delivery and,
if requested, to agree to participate in the Plan through an on-line or
electronic


 


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system
established and maintained by the Company or another third party designated by
the Company.


 


17.           The
terms and conditions of this Agreement and of the Plan incorporated by
reference herein comprise the whole terms and conditions between you and the
Company with respect to the subject matter of this Agreement and shall be
governed by and construed in accordance with the laws of the State of Delaware,
United States of America.  The Committee
may amend the terms and conditions of this Agreement at any time, prospectively
or retroactively, to the extent permitted by Section 9 of the Plan.  The provisions of this Agreement are
severable and if any one or more provisions are determined to be illegal or
otherwise unenforceable, in whole or in part, the remaining provisions shall
nevertheless be binding and enforceable.


 


18.           This
Agreement shall inure to the benefit of and be binding upon each successor of
the Company and, to the extent specifically provided therein and in the Plan,
shall inure to the benefit of and shall be binding upon your heirs, legal
representatives, and successors and upon any person to whom a transfer of a
Stock Option permitted by paragraph 6 of this Agreement has been made.


 


IN
WITNESS WHEREOF, this Agreement has been executed by you and
by the Company through its duly authorized officer, all as of the Grant Date
indicated above.


 


 


	
   

  	
  UNOVA, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  IMPORTANT

  	
   

  	
   

  	
   

  
	
  PLEASE
  ACCEPT ELECTRONICALLY OR

  	
   

  	
   

  	
   

  
	
  SIGN
  AND RETURN PROMPTLY

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [Name: First MI. Last]

  	
   

  



 


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