Exhibit 10.1


 


UNOVA, Inc.


6001
36th Avenue West


Everett, WA 98203-1264


 


UNOVA, INC.


2004 OMNIBUS INCENTIVE COMPENSATION PLAN


INCENTIVE STOCK OPTION AGREEMENT


(FOR OPTIONEES IN THE U.S.)


 


	
  [Name and
  address]

  	
  Option Number:

  	
   

  
	
   

  	
  Option Plan:

  	
  2004

  
	
   

  	
  Grant Date:

  	
   

  
	
   

  	
  Option Shares:

  	
   

  
	
   

  	
  Option Price:

  	
   

  



 


1.             THIS AGREEMENT sets forth the terms of Stock Options granted
to you subject to the UNOVA, Inc. 2004 Omnibus Incentive Compensation 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 $xxx.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 “Normal Retirement” or “Early Retirement” as defined in the Plan.  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 shorter. 
Notwithstanding the foregoing, after a Change of 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 been granted repeatedly in the past.  You acknowledge that future grants under the
Plan, if any,


 


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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.


 


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 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 12 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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