**Exhibit 10.6**

 

**UNOVA, INC.**

 

**RESTRICTED STOCK UNIT AGREEMENT**

 

This Restricted Stock Unit Agreement(**“Agreement”**) is made as of the6th day of May, 2004, between UNOVA, Inc., a Delaware corporation (the **“Company”**) and Thomas O. Miller (the **“Grantee”**).

 

**WHEREAS**, the UNOVA, Inc. 2004 Omnibus Incentive CompensationPlan (the **“Plan”**) was adopted bythe Board of Directors of the Company on March 11, 2004, and was approved bythe shareholders of the Company on May 6, 2004; and

 

**WHEREAS**, as an inducement to the Grantee to remainin the employ of the Company, the Company desires to award the GranteeRestricted Stock Units (as that term is defined in the Plan) in accordance withthe terms and conditions of the Plan and this Agreement; and

 

**WHEREAS**, the Compensation, Governance and NominatingCommittee of the Board of Directors of the Company authorized the Awardrepresented by this Agreement on May 6, 2004 (the **“Award Date”**);

 

**NOW,THEREFORE**, inconsideration of the premises, the mutual covenants hereinafter set forth, andother good and valuable consideration, the Company and the Grantee hereby agreeas follows:

 

1.         The Company hereby grants the Grantee, as a matter ofseparate inducement and agreement, and not in lieu of salary or othercompensation for services, an Award of 20,000 Restricted Stock Units (**“RSUs”**) comprising the right to receive a minimum of 10,000and a maximum of 30,000 shares (as determined under Paragraph 3 of thisAgreement) of the common stock, par value $.01 per share, of the Company (the **“Common Stock”**) on the terms and conditions hereinafter setforth (the **“Awarded Shares”**), suchnumber of Awarded Shares to be subject to adjustment as provided in Section 3of the Plan. The Grantee shall have no obligation to pay the Company additionalconsideration for the Awarded Shares.

 

2.         The Plan, a copy of which has been made available to theGrantee, is incorporated herein by reference and is made part of this Agreementas if fully set forth herein. Capitalized terms used in this Agreement whichare not defined herein shall have the meanings assigned to such terms in thePlan, it being understood that the terms **“RestrictedStock Units”** and **“****RSUs”** shallmean and refer to the right to receive only the Awarded Shares. This Agreementis subject to, and the Company and the Grantee agree to be bound by, all of theterms and conditions of the Plan as the same exist at the time this Agreementbecame effective. The Plan shall control in the event there is any expressconflict between the Plan and the terms hereof and with respect to such mattersas are not expressly covered in this Agreement. The Company hereby reserves theright to alter, amend, modify, restate, suspend or terminate the Plan and thisAgreement in accordance with Section 12 of the Plan, but no such subsequentamendment, modification, restatement, or termination of the Plan or thisAgreement shall adversely affect in any material way the Grantee’s rights underthis Agreement without the Grantee’s written consent.  This Agreement shall be subject, without furtheraction by the Company or the Grantee, to such amendment, modification, orrestatement.

 

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3.         (a)       There shallbe a Period of Restriction (the **“Restriction Period”**)with respect to all RSUs beginning on the Award Date and ending on the thirdanniversary of the Award Date (the **“Vesting Date”**).  Except as otherwise provided in Paragraph 5hereof, all RSUs still subject to restriction upon Grantee’s Termination ofEmployment for any reason, including Retirement, shall be forfeited by theGrantee.

 

(b)       ***Time-Based Payment****.*  Fifty percent of theRSUs shall be payable in the form of 10,000 unrestricted shares of Common Stockas soon as reasonably practicable following the Vesting Date.

 

(c)       ***Performance-Based Payment***.  The remaining 50 percent of the RSUs shall bepayable as soon as reasonably practicable following the Vesting Date in thatnumber of unrestricted shares of Common Stock determined in accordance with thefollowing performance matrix, which uses the two scales of IntermecTechnologies Corporation’s Revenue and Operating Margin for fiscal year 2006 (adjustedto exclude the impact of acquisitions):

 

*[Confidential informationomitted here and filed separately with the Commission.]*

 

*provided, however*, that the number of Awarded Shares paid for achievement between the levelsshown on the matrix above will be calculated using interpolation.

 

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

 

5.         Notwithstanding any other provision of this Agreement,

 

(a)       RSUs granted hereunder still subject to restriction shallbecome fully vested upon the Termination of Employment of the Grantee by reasonof the Grantee’s death and the Company shall issue to the Grantee’s estate assoon as reasonably practicable one unrestricted share of Common Stock for eachRSU awarded hereunder;

 

(b)       RSUs granted hereunder still subject to restriction shallbecome fully vested upon the Termination of Employment of Grantee by reason ofthe Grantee’s Disability and payment shall be made following the Vesting Date inaccordance with Paragraph 3 of this Agreement; and

 

(c)       upon the occurrence of a Change of Control, as defined inSection 13(b) of the Plan, payment shall be made in accordance with Section13(a) of the Plan.

 

6.         If and when RSUs vest pursuant to this Agreement, andsubject to the payment of withholding taxes as provided in Paragraph 8 hereof, theCompany will direct its transfer agent to issue to the Grantee inuncertificated form the number of unrestricted shares of Common Stock issuablebased on the Awarded Shares in accordance with Paragraph 3 hereof.

 

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7.         Except as otherwise provided in this Agreement or the Plan,the Grantee shall not have any rights of a shareholder with respect to the RSUs,or, prior to vesting, the Awarded Shares.

 

8.         No later than the date as of which an amount first becomesincludable in the gross income of the Grantee for federal income tax purposeswith respect to any Awarded Shares, the Grantee shall pay to the Company, ormake arrangements satisfactory to the Company regarding the payment of, anyfederal, state, local, or foreign taxes of any kind required by law to bewithheld by the Company with respect to such amount. Unless otherwisedetermined by the Committee, withholding obligations (up to the minimum statutoryamount required to be withheld by the Company) may be settled with shares ofCommon Stock, including the Awarded Shares that give rise to the withholdingrequirement or shares of Common Stock already owned by the Grantee for a periodof at least six months. The obligations of the Company under the Plan shall beconditional on such payment or arrangements, and the Company, and its Subsidiariesand its Affiliates shall, to the extent permitted by law, have the right todeduct any such taxes from any payment otherwise due to the Grantee. Grantee,therefore, hereby unconditionally and irrevocably elects, notwithstandinganything to the contrary in this Paragraph 8 or elsewhere in this Agreement, tosatisfy any and all federal, state, local, and foreign taxes of any kind thatmay be withheld by the Company in connection with Grantee’s Awarded Shares (the**“Withholding Taxes”**) by electingone of the following options; *provided* thatin all cases, the Company shall have the right to receive not less than theminimum amount of the Withholding Taxes that the Company is required by law towithhold (the **“Mandatory Withholding Taxes”**);and *further provided* that an amount equal tothe Mandatory Withholding Taxes in respect of any cash payment to Grantee shallbe withheld from any such cash payment:

 

**OPTION 1**:

 

o                        Authorizing and directing the Company todeduct from the total number of shares of Common Stock issued and deliverableto Grantee pursuant to this Agreement the number of shares having a value equalto the Mandatory Withholding Taxes.

 

**OPTION 2**:

 

o                        Tendering to the Company the number ofunrestricted shares of Common Stock owned by the Grantee for a period of atleast six months prior to the date on which Withholding Taxes are due andhaving a value equal to the Mandatory Withholding Taxes.

 

**OPTION 3**:

 

o                        Paying to the Company in cash an amount up tothe Withholding Taxes but not less than the Mandatory Withholding Taxes.

 

**In the event that none of the payment options set forth aboveis specified, the Grantee’s election shall be deemed to be Option 1, and theCompany shall proceed accordingly.**

 

9.         Grantee understands and acknowledgesthat Grantee is one of a limited number of employees of the Company and itsSubsidiaries and Affiliates who have been selected to receive grants of RSUsand that Grantee’s Award is considered Company confidential

 

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information. Grantee herebycovenants and agrees not to disclose the Award of RSUs pursuant to thisAgreement to any other person except (a) Grantee’s immediate family and legalor financial advisors who agree to maintain the confidentiality of thisAgreement, (b) as required in connection with the administration of thisAgreement and the Plan as it relates to this Award or under applicable law, and(c) to the extent that the terms of this Award have been publicly disclosed.

 

10.       The grant of RSUs to the Grantee in any year shall give theGrantee neither any right to similar grants in future years nor any right to beretained in the employ of the Company or its Subsidiaries or Affiliates, suchemployment being terminable to the same extent as if the Plan and thisAgreement were not in effect. The right and power of the Company and itsSubsidiaries and Affiliates to dismiss or discharge the Grantee is specificallyand unqualifiedly unimpaired by this Agreement.

 

11.       Each notice relating to this Agreement shall be in writing anddelivered in person or by mail to the Company at its office, 6001 36th AvenueWest, Everett, WA 98203-1264, to the attention of the Company’s Secretary or atsuch other address as the Company may specify in writing to the Grantee by anotice delivered in accordance with this Paragraph. All notices to the Granteeshall be delivered to the Grantee at the Grantee’s address specified below orat such other address as the Grantee may specify in writing to the Secretary ofthe Company by a notice delivered in accordance with this Paragraph.

 

12.       This Agreement, including the provisions of the Planincorporated by reference herein, comprises the whole Agreement between theparties hereto with respect to the subject matter hereof, and shall be governedby and construed in accordance with the laws of the State of Delaware, withoutreference to principles of conflicts of law. This Agreement shall become effective when it has been executed oraccepted electronically by the Company and the Grantee.

 

13.       This Agreement shall inure to the benefit of and be bindingupon each successor of the Company and, to the extent specifically providedherein and in the Plan, shall inure to the benefit of and shall be binding uponthe Grantee’s heirs, legal representatives, and successors.

 

14.       If any provision of this Agreement shall be invalid orunenforceable, such invalidity or unenforceability shall not affect thevalidity and enforceability of the remaining provisions of this Agreement.

 

15.       This Agreement may be executed in separate counterparts, eachof which when so executed and delivered will be an original, but all of whichtogether will constitute one and the same instrument. In pleading or provingthis Agreement, it will not be necessary to produce or account for more thanone such counterpart.

 

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

 
|   | **UNOVA, INC.**                                          |
|--------|----------------------------------------------------------|
|   | ** **                                               |
|   |                                                     |   |   |
|   | By:                                                      | /s/  Cathy D. Younger |
|   |                                                     | Cathy  D. Younger |
|   |                                                     | Vice  President and Corporate Secretary |
|   |                                                     |   |
|   | **GRANTEE:**                                             |   |
|   | *(One of  the boxes under Paragraph 8 must  be checked)* |
|   |                                                     |   |
|   |                                                     |   |
|   | /s/  Thomas O. Miller                                    |
|   | Signature                                                |
|        |                                                          |  |  |  |

 

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