**UNOVA, INC.**




**MANAGEMENT
      INCENTIVE COMPENSATION PLAN**




**(As
      amended March 30, 2007)**









**I**


**PURPOSE**





This
      UNOVA, Inc. Management Incentive Compensation Plan (the "Plan") is intended
      to provide a significant but variable economic opportunity to selected officers
      and key employees of UNOVA, Inc. and its subsidiaries; to align management
      incentives with the achievement of stipulated goals; and to encourage long-term
      planning and performance. Payments pursuant to Section IX of the Plan are
      intended to qualify under Section 162(m)(4)(c) of the Internal Revenue Code
      of 1986, as amended, as excluded from the term "applicable employee
      remuneration" as used in such Section (such payments are hereinafter referred
      to
      as "Excluded Income")  .









**II**




**DEFINITIONS**




**"Approved
      Leave of Absence"** shall
      have the meaning set forth in rules to be adopted by the Committee and shall
      include in any event a leave of absence for purposes of service in the Armed
      Forces of the United States.




**"Board"** shall
      mean the Board of Directors of UNOVA, Inc.




**"Bonus"** shall
      mean a cash amount allocated to a Participant pursuant to the terms of the
      Plan,
      including an Incentive Award, and shall comprise both the amount of the award
      payable currently in cash and the amount allocated to a Participant's
      bookkeeping account in the Bonus Bank.




**"Bonus
      Bank"** shall
      mean a system of maintaining bookkeeping entries whereby positive or negative
      amounts may be entered for the account of any Participant as contemplated by
      Article V, and indicating the balance of each Participant's account, which
      shall initially be zero, computed by combining any previously-entered amounts,
      whether positive or negative, but without crediting any amount of interest.
      The
      Bonus Bank shall not be funded; no Participant shall have any vested right
      with
      respect to specific assets thereof; and all positive balances shown in the
      accounts of Participants shall be considered a portion of the general assets
      of
      the Company and be available to satisfy claims of the Company's creditors.




**"Change
      in Control"** shall
      have the meaning assigned to the term “Change of Control” in Section 13(b)
      of the Company's 2004 Omnibus Incentive Compensation Plan.




**"Code"** shall
      mean the Internal Revenue Code of 1986, as amended.




**"Committee"** shall
      mean the Compensation, Governance, and Nominating Committee of the Board or
      such
      other committee as the Board may designate from time to time.




**"Company"** shall
      mean UNOVA, Inc., a Delaware Corporation, and its subsidiaries.




**"Covered
      Employees"**shall
      mean Participants designated by the Committee prior to the grant of a bonus
      award opportunity hereunder who are or are expected to be "covered employees"
      within the meaning of Section 162(m)(3) of the Code for the Measurement
      Period in which a Bonus hereunder is payable and for whom the Committee intends
      that amounts payable hereunder shall constitute Excluded Income.




**"Disability"** shall
      mean permanent and total disability as determined for purposes of the Company's
      Long-Term Disability Plan for the staff of the Company's corporate headquarters
      as in effect from time to time.




**"Disinterested
      Person"** shall
      mean a member of the Board who qualifies as an "outside director" for purposes
      of Section 162(m) of the Code.




**"Incentive
      Award"** shall
      have the meaning set forth in Article IX hereof.




**"Measurement
      Period"** shall
      have the meaning set forth in Article IX hereof.




**"Participant"** shall
      have the meaning set forth in Article IV hereof.




**"Performance
      Goals"** shall
      have the meaning set forth in Article IX hereof.




**"Restricted
      Stock"** shall
      have the meaning set forth in the Company's 2001 Stock Incentive Plan or any
      successor plan.




**"Retirement"** shall
      mean either (i) retirement from active employment with the Company or a
      subsidiary at or after age 65 or (ii) early retirement from active
      employment with the Company or a subsidiary pursuant to the early retirement
      provisions of the applicable pension plan of such employer.




**"Stock"** shall
      mean the Common Stock, par value $.01 per share, of the Company.




**"Stock
      Options"** shall
      mean options to purchase shares of Stock.




**"Target
      Bonus"** shall
      mean the amount determined by multiplying the amount of a Participant's base
      salary actually paid during the applicable Measurement Period by a percentage
      designated by the Committee in its sole discretion prior to the commencement
      of
      such Measurement Period, or within the first 90 days thereof, which
      percentage need not be the same for each Participant.






**III**




**ADMINISTRATION**









The
      Plan
      shall be administered by the Committee or such other committee of the Board
      designated by the Board which is composed of not less than two Disinterested
      Persons, each of whom shall be appointed by and serve at the pleasure of the
      Board.









In
      administering the Plan the Committee may at its option employ compensation
      consultants, accountants, and counsel (who may be the compensation consultants,
      independent auditors, or outside counsel of the Company) and other persons
      to
      assist or render advice to the Committee, all at the expense of the Company.









Except
      as
      limited by law or by the Company's Certificate of Incorporation or By-laws,
      and
      subject to the provisions hereof, the Committee shall have authority to select
      Participants in the Plan upon the recommendation of the Chief Executive Officer;
      determine the size and types of awards; determine the terms and conditions
      of
      earning awards; determine
      the time or times and method of payment thereof; interpret the Plan; establish,
      amend, or waive rules and regulations for the Plan's administration; and,
      subject to Article VI, amend the terms and conditions of the Plan. Further,
      the Committee shall make all other determinations which may be necessary or
      advisable for the administration of the Plan. Subject to the provisions hereof,
      the Committee may adopt written guidelines for the implementation and
      administration of the Plan. All determinations and decisions of the Committee
      arising under the Plan shall be final, binding, and conclusive upon all parties.







**IV**




**ELIGIBILITY**









The
      Committee shall, in its sole discretion, determine for each Measurement Period
      those officers and other key employees of the Company who shall be eligible
      to
      participate in the Plan (the "Participants") for such Measurement Period.
      Nothing contained in the Plan shall be construed as or be evidence of any
      contract of employment with any Participant for a term of any length, nor shall
      participation in the Plan in any Measurement Period by any Participant give
      any
      person the right to participate in the Plan in any subsequent Measurement
      Period.






**V**




**DETERMINATION
      OF BONUS; BONUS BANK**









Subject
      to Article IX hereof, the form, amount, and manner of and time of payment
      of each Bonus to a Participant shall be determined by and at the discretion
      of
      the Committee. The Committee may (but must, in the case of Participants who
      are
      Covered Employees) condition the earning of a Bonus upon the attainment of
      specified Performance Goals measured over a period not greater than one year
      relating to the Participant or the Company, or a subsidiary or division of
      the
      Company for or within which the Participant is primarily employed, or upon
      such
      other factors or criteria as the Committee shall determine, which Performance
      Goals (or other factors or criteria) may be different for each Participant.
      Bonuses under the Plan will consist of a cash amount, based upon the
      relationship of the Target Bonus to the degree of achievement of such
      Performance Goals during the Measurement Period. Bonuses under this Plan for
      Covered Employees shall be subject to preestablished Performance Goals in
      accordance with Article IX hereof. The Committee shall determine the
      extent, if any, to which such cash amount shall be paid currently to the
      Participant, by stipulating either a fixed amount or a percentage of the cash
      amount determined under the Plan, with the remainder of such cash amount (unless
      the Committee otherwise determines) to be credited to the account of the
      Participant in the Bonus Bank.









In
      each
      year in which this Plan is in operation, so long as CVA shall be one of the
      designated Performance Goals for a majority of the Participants during such
      fiscal year, each Participant shall receive one-third of any positive balance
      of
      such Participant's Bonus Bank account as at the date on which Annual Bonus
      amounts of Participants are determined (after adjusting the Bonus Bank for
      the
      effect, if any, of the current year's prorated positive or negative amounts).
      If
      for any year CVA shall not be one of the designated Performance Goals for a
      majority of the Participants, the Committee may prescribe a different schedule
      for payment of any balances of Participants' bookkeeping accounts in the Bonus
      Bank.








If
      the
      minimum Performance Goals are not attained, the cash amount so determined from
      the relationship of the Target Bonus to the degree of achievement of the
      Performance Goals may be a negative amount and may, if so determined by the
      Committee, be recorded in whole or in part as a charge to the Participant's
      account in the Bonus Bank.









The
      Committee may, in its sole discretion, increase or decrease the amount of any
      Bonus payable to a Participant (but may not increase the amount of any Bonus
      payable to Covered Employees) and may award Bonuses to Participants (other
      than
      Covered Employees except as provided in Article VI) even though the
      Performance Goals applicable to the award of the Bonuses are not achieved.






**VI**




**TERMINATION
      OF EMPLOYMENT**









In
      the
      event a Participant's employment is terminated by reason of death, Disability,
      or Retirement, or the Participant shall have commenced an Approved Leave of
      Absence, the Bonus determined in accordance with Article V hereof shall be
      calculated to reflect participation prior to employment termination only. The
      reduced award shall be determined by multiplying such Bonus by a fraction,
      the
      numerator of which is the number of full months of employment in the Measurement
      Period through the date of employment termination, and the denominator of which
      is 12. In the case of a Participant's Disability, the employment termination
      shall be deemed to have occurred on the date all of the conditions of Disability
      have been satisfied, as determined by the Committee. Except as otherwise
      provided in any agreement or plan of the Company to which the Participant is
      party or in which







he
      or she
      participates providing for payments following a Change in Control, in the event
      that a Participant's employment is terminated prior to completion of a
      Measurement Period for any reason other than death, Disability, or Retirement,
      and the Participant shall not have been on an Approved Leave of Absence at
      the
      time the Participant's Bonus would have been determined, all of the
      Participant's rights to a Bonus for such Measurement Period shall be forfeited.
      However, the Committee may, in its sole discretion, pay an award prorated in
      the
      manner described above for the portion of the Measurement Period that the
      Participant was employed by the Company.









Furthermore,
      in the event a Participant's employment is terminated by reason of death,
      Disability, or Retirement, or if the Participant's employment is terminated
      under circumstances which the Committee in its sole discretion deems to have
      been a termination without cause, the Participant shall within 30 days'
      following the next date on which annual Bonus amounts of Participants are
      determined be paid in cash any positive balance in the Participant's bookkeeping
      account in the Bonus Bank after adjusting the Bonus Bank for the effect, if
      any,
      of the current year's negative or positive amounts. Notwithstanding the
      foregoing, any involuntary termination of a Participant's employment (other
      than
      by reason of death, Disability, or Retirement) which occurs within a period
      of
      one year following a Change in Control shall be conclusively deemed to have
      been
      a termination without cause. If the balance of the Participant's account as
      of
      the date of such determination of Bonus amounts following termination of
      employment is negative, such negative amount shall be disregarded for all
      purposes and may not be offset in whole or in part against any other amount
      then
      payable to the Participant.






**VII**




**AMENDMENT
      AND TERMINATION**









The
      Board
      shall have the right to modify the Plan from time to time but no such
      modification shall, without prior approval of the Company's shareholders, change
      Section (c) of Article IX of this Plan to alter the criteria on which
      the Performance Goals are based, to increase the amount of the limitation on
      certain awards set forth in Section (e) of Article IX, or increase the
      benefits accruing to Participants hereunder who are Covered Employees, or,
      without the consent of the Participant affected, impair any Bonus awarded prior
      to the effective date of the modification.






**VIII**




**MISCELLANEOUS**









Bonus
      payments shall be made from the general funds of the Company and no special
      or
      separate fund shall be established or other segregation of assets made to assure
      payment. No Participant or other person shall have under any circumstances
      any
      interest in any particular property or assets of the Company. The Plan shall
      be
      governed by and construed in accordance with the laws of the State of Delaware,
      without regard to its principles of conflicts of law.






**IX**




**PROCEDURES
      FOR CERTAIN DESIGNATED PARTICIPANTS**









Bonuses
      under the Plan awarded to Participants who are Covered Employees shall be
      subject to preestablished Performance Goals as set forth herein. Notwithstanding
      Article V hereof, the Committee shall not have discretion to modify the
      terms of awards to such Participants except as specifically set forth in this
      Article IX.









(a) *Target
      Bonus.* Prior
      to the commencement of a Measurement Period, or within the first 90 days
      thereof, the Committee shall grant bonus award opportunities to such of the
      Participants who may be Covered Employees, payment of which shall be conditioned
      upon satisfaction of specific Performance Goals measured over a period not
      greater than one year established by the Committee in writing at the time of
      grant of the award opportunities. An award to a Covered Employee (an "Incentive
      Award") shall consist of a cash amount to be based upon the relationship between
      the Participant's Target Bonus and the degree to which the applicable
      Performance Goals are achieved, which amount may, in the event the minimum
      Performance Goals are not achieved, be a negative amount. The Committee may,
      in
      its sole discretion, reduce the amount which would otherwise be payable with
      respect to a Measurement Period (under which circumstances the Participant
      will
      have no right to receive the amount of such reduction even if the Performance
      Goals are met).









(b) *Measurement
      Period.* The
      Measurement Period will be a period of one fiscal year, unless a shorter period
      is otherwise selected and established in writing by the Committee at the time
      the Performance Goals are established with respect to a particular Incentive
      Award (the period so specified being herein referred to as the "Measurement
      Period").









(c)*Performance
      Goals.*The
      performance goals ("Performance Goals") established by the Committee at the
      time
      an award opportunity is granted shall comprise specified levels of one or more
      of the following factors: basic earnings per share ("BEPS"), business operating
      profit ("BOP"), cash value added ("CVA"), diluted earnings per share ("DEPS"),
      earnings before taxes ("EBT"), net debt to sales ("NDS"), net working asset
      performance to sales ("NWA"), return on capital utilized ("ROCU"), return on
      tangible equity ("ROTE"), return on equity ("ROE"), return on assets ("ROA"),
      return on capital ("ROC"), cash flow ("CF"), revenue growth ("RG"), revenue
      ("RV"), or return on revenue ("ROR") of the Company or of its applicable
      business unit, as appropriate. For purposes of this Plan, BEPS, BOP, CVA, DEPS,
      EBT, NDS, NWA, ROCU, ROTE, ROE, ROA, ROC, CF, RG, RV, or ROR shall have the
      meanings set forth in Exhibit A hereto.









(d) *Payment
      of an Incentive Award.* At
      the time the opportunity to receive an Incentive Award is granted, the Committee
      shall prescribe a formula to determine the percentage of the Target Bonus award
      which will constitute the Bonus amount based upon the degree of attainment
      of
      the Performance Goals during the Measurement Period. If the minimum Performance
      Goals established by the Committee are not met, no award will be made to a
      Participant who is a Covered Employee (however, a negative account may in such
      case be recorded in the Participant's account in the Bonus Bank). To the extent
      that the minimum Performance Goals are satisfied or surpassed, and upon written
      certification by the Committee that the Performance Goals have been satisfied
      to
      a particular extent and any other material terms and conditions of the Incentive
      Awards have been satisfied, an Incentive Award shall be made in accordance
      with
      the prescribed formula based upon a percentage of the Participant's Target
      Bonus
      unless the Committee determines, in its sole discretion, to reduce the payment
      to be made. The Committee shall also determine, by prescribing a dollar amount
      or a formula, what portion of the Incentive Award shall be paid on a current
      basis to the Participant and what portion shall be credited to the Participant's
      account in the Bonus Bank.









(e) *Maximum
      Payable.* The
      maximum amount of an Incentive Award made to a Covered Employee, comprising
      both
      the portion thereof paid currently in cash and the portion thereof credited
      to
      the Participant's bookkeeping account in the Bonus Bank, for any fiscal year
      of
      the Company shall be $5,000,000. The maximum amount which may be paid to a
      Covered Employee pursuant to the Plan during any fiscal year shall be such
      Covered Employee's Incentive Award for the preceding fiscal year plus any
      portion of his or her prior Incentive Awards credited to such person's Bonus
      Bank account but not previously paid.






**X**




**DEFERRAL
      ELECTIONS**









The
      Committee may at its option establish procedures pursuant to which Participants
      are permitted to defer the receipt of Bonuses otherwise payable currently in
      cash hereunder. The Committee may also determine that all or a portion of a
      Bonus awarded hereunder will, or may at the option of the Participant, be paid
      in Stock, Stock Options, or Restricted Stock having such terms and conditions
      as
      the Committee may in its sole discretion determine.









**XI**




**EFFECTIVE
      DATE**









This
      Plan
      shall become effective on the date of its adoption by the Board and shall
      supersede in its entirety the Management Incentive Compensation Plan which
      was
      in effect for 1998. The Plan shall be submitted to the shareholders of the
      Company for approval at the 1999 Annual Meeting of Shareholders.














**XII**




**OTHER
      AWARDS**









Nothing
      in this Plan shall limit the power of the Company to award any annual or
      longer-term incentive compensation, whether payable in cash, Stock, Stock
      Options, or Restricted Stock of the Company, or otherwise, to any employee
      of
      the Company or any subsidiary thereof under any other arrangement, contract,
      or
      understanding, whether written or not, regardless of whether or not such
      employee is a Participant in this Plan.






**XIII**




**BENEFICIARY
      DESIGNATION**









Each
      Participant under the Plan may name, from time to time, any beneficiary or
      beneficiaries (who may be named contingently or successively) to whom any
      benefit, including without limitation the payment of any positive balance of
      a
      Participant's account with the Bonus Bank, under the Plan is to be paid in
      case
      of the Participant's death before he or she receives any or all of such benefit.
      Each designation will revoke all prior designations by the same Participant,
      shall be in a form prescribed by the Committee, and shall be effective only
      when
      filed by the Participant in writing with the Company during the Participant's
      lifetime. In the absence of any such designation, or if the designated
      beneficiary is no longer living, benefits shall be paid to the surviving
      member(s) of the following classes of beneficiaries, with preference for classes
      in the order listed below:









(a)
            Participant's
                spouse (unless the parties were divorced or legally separated by
                court
                decree);




(b)
            Participant's
                children (including children by adoption);




(c)
            Participant's
                parents (including parents by adoption); or




(d)
            Participant's
                executor or administrator.




Payment
      of benefits under the Plan following a Participant's death shall be made
      exclusively to the member(s) of the first class, in the order listed above,
      which has surviving member(s). If that class has more than one member, benefit
      payments shall be made in equal shares among members of that class.




**EXHIBIT
      A**









**DEFINITIONS**









***Basic
      Earnings Per Share (BEPS)***




Income
      available to common stockholders of the Company excluding the cumulative effect
      on prior years of an accounting change net of income taxes and the after tax
      charges that may result from the acquisition of research and development
      associated with acquiring a business entity, a line of business, or a
      technology, divided by the weighted-average number of common shares of the
      Company outstanding during the applicable period. Shares issued during the
      applicable period and shares reacquired during the applicable period shall
      be
      weighted for the portion of the period that they were outstanding.




***Business
      Operating Profit (BOP)***




Total
      Sales less Total Cost of Sales less Marketing expense less General and
      Administrative Expenses plus Other Income or minus Other Expense.




***Capital***




The
      sum of all interest-bearing debt, including debt with imputed interest, and
      total equity.




***Capital
      Charge Percentage***




Represents
      the risk adjusted cost of capital charge expressed as a percentage established
      for the Company and each business unit as determined by the Holt
      Associates, Inc. model.




***Capital
      Utilized***




Total
      equity, plus Notes Payable, plus Current Portion of Long-Term Debt plus
      Long-Term Debt, plus Advances from Corporate (less if net Advances are to
      Corporate), less Investments in Consolidated Subsidiaries.




***Cash
      Flow (CF)***




The
      sum of Net Income plus depreciation and amortization.




***Cash
      Value Added (CVA)***




Gross
      Cash Flow minus the product of Gross Investment times Capital Charge Percentage,
      plus any amounts borrowed from CVA Bank, less any amounts repaid to the CVA
      Bank.




***CVA
      Bank***




CVA
      Bank means, with respect to each approved project or approved acquisition,
      a
      bookkeeping record of an account used to defer negative CVA generation to later
      fiscal periods.
      All deferred negative CVA amounts will incur an annual capital charge of the
      respective business unit. For purposes of this definition, an "approved
      acquisition" shall be any acquisition of the stock or assets of another entity
      which has been approved by the Company's Board of Directors, and an "approved
      project" shall be one which has been designated as eligible for CVA Bank
      treatment by the Committee during the first 90 days of the fiscal year in
      which such deferral account is established.




***Consolidated
      Pre-Tax Income***




Net
      Income of the Company and its Consolidated Subsidiaries before taxes and before
      giving effect to extraordinary items.




***Diluted
      Earnings Per Share (DEPS)***




DEPS
      is computed in the same manner as BEPS; however, the weighted-average number
      of
      common shares of the Company outstanding during the applicable period is
      increased to include the number of additional common shares that would have
      been
      outstanding if the dilutive potential common shares resulting from stock options
      or other common stock equivalents had been issued.




***Earnings
      Before Taxes (EBT)***




Net
      income plus provision for income tax.




***Gross
      Cash Flow***




Annual
      BOP plus depreciation, amortization, rental expense, and research and
      development expense, less taxes paid, plus increases in or less decrease in
      non-operating accrued other expenses, plus net decrease in pension asset, less
      net increase in pension asset.




***Gross
      Investment***




Average
      Capital Utilized plus accumulated depreciation, capitalization of research
      and
      development expense for the most recent five fiscal years and rental expense,
      less deferred tax assets, less pension assets, plus fixed asset inflation
      adjustment, plus non-operating accrued other expenses.




***Net
      Debt to Sales (NDS)***




Average
      net debt (computed on a monthly basis) divided by sales. Net Debt is the total
      debt (comprising notes payable and long-term obligations) less cash and
      marketable securities.




***Net
      Income***




Net
      Income (Loss) shall include income (loss) from continuing operations before
      provision for income taxes; provision for income taxes; income from discontinued
      operations net of applicable income taxes; and effect on income from
      extraordinary items net of applicable income taxes. Net Income shall not include
      the cumulative effect on prior years of an accounting change net of income
      taxes
      and the after tax charges that may result
      from the acquisition of research and development associated with acquiring
      a
      business entity, a line of business, or a technology.




***Net
      Revenue (NR)***




Total
      net sales and service revenue after adjustments for all discounts, returns,
      and
      allowances.




***Net
      Working Asset Performance to Sales (NWA)***




Average
      net working assets (computed on a monthly basis) divided by sales. Net working
      assets are net accounts receivable plus net inventory minus accounts payable.




***Return
      on Assets (ROA)***




BOP
      divided by average assets (computed on a monthly basis).




***Return
      on Capital (ROC)***




Income
      before interest and taxes divided by average annual capital (computed on a
      monthly basis).




***Return
      on Capital Utilized (ROCU)***




BOP
      divided by average Capital Utilized (computed on a monthly basis).




***Return
      on Equity (ROE)***




Net
      Income divided by beginning equity.




***Return
      on Revenue (ROR)***




BOP
      divided by total Net Revenue expressed as a percent.




***Return
      on Tangible Equity (ROTE)***




Net
      Income divided by beginning tangible equity.




***Revenue
      (RV)***





Revenue
      as reported on the Company's annual financial statements.




***Revenue
      Growth (RG)***




The
      increase in revenue for the current fiscal year, expressed as a percent, above
      a
      specified base line period.