**Exhibit 10.6**

**UNOVA,INC.**

**RESTRICTEDSTOCK UNIT AGREEMENT**

ThisRestricted Stock Unit Agreement (**“Agreement”**)is made as of the 6th day of May, 2004, between UNOVA, Inc., a Delawarecorporation (the **“Company”**) andThomas O. Miller (the **“Grantee”**).

**WHEREAS**, the UNOVA, Inc. 2004 Omnibus Incentive Compensation Plan (the **“Plan”**) was adopted by the Board ofDirectors of the Company on March 11, 2004, and was approved by theshareholders of the Company on May 6, 2004; and

**WHEREAS**, as an inducement to the Grantee to remain in the employ of theCompany, the Company desires to award the Grantee Restricted Stock Units (asthat term is defined in the Plan) in accordance with the terms and conditionsof the Plan and this Agreement; and

**WHEREAS**, the Compensation, Governance and Nominating Committee of the Board ofDirectors of the Company authorized the Award represented by this Agreement onMay 6, 2004 (the **“Award Date”**);

**NOW, THEREFORE**, in consideration of the premises, the mutual covenants hereinafterset forth, and other good and valuable consideration, the Company and theGrantee hereby agree as follows:

1.         TheCompany hereby grants the Grantee, as a matter of separate inducement andagreement, and not in lieu of salary or other compensation for services, anAward of 20,000 Restricted Stock Units (**“RSUs”**)comprising the right to receive a minimum of 10,000 and a maximum of 30,000shares (as determined under Paragraph 3 of this Agreement) of the common stock,par value $.01 per share, of the Company (the **“CommonStock”**) on the terms and conditions hereinafter set forth (the **“Awarded Shares”**), such number of AwardedShares to be subject to adjustment as provided in Section 3 of the Plan. TheGrantee shall have no obligation to pay the Company additional considerationfor the Awarded Shares.

2.         ThePlan, a copy of which has been made available to the Grantee, is incorporatedherein by reference and is made part of this Agreement as if fully set forthherein. Capitalized terms used in this Agreement which are not defined hereinshall have the meanings assigned to such terms in the Plan, it being understoodthat the terms **“Restricted Stock Units”**and **“RSUs”** shall mean and refer tothe right to receive only the Awarded Shares. This Agreement is subject to, andthe Company and the Grantee agree to be bound by, all of the terms andconditions of the Plan as the same exist at the time this Agreement becameeffective. The Plan shall control in the event there is any express conflictbetween the Plan and the terms hereof and with respect to such matters as arenot expressly covered in this Agreement. The Company hereby reserves the rightto alter, amend, modify, restate, suspend or terminate the Plan and thisAgreement in accordance with Section 12 of the Plan, but no such subsequent amendment,modification, restatement, or termination of the Plan or this Agreement shalladversely affect in any material way the Grantee’s rights under this Agreementwithout the Grantee’s written consent. This Agreement shall be subject, without further action by the Companyor the Grantee, to such amendment, modification, or restatement.

3.         (a)       There shall be a Period of Restriction(the **“Restriction Period”**) withrespect to all RSUs beginning on the Award Date and ending on the thirdanniversary of the Award Date (the **“VestingDate”**).  Except as otherwiseprovided in Paragraph 5 hereof, all RSUs still subject to restriction uponGrantee’s Termination of Employment for any reason, including Retirement, shallbe forfeited by the Grantee.

(b)       ***Time-BasedPayment****.*  Fifty percent of the RSUs shall be payable inthe form of 10,000 unrestricted shares of Common Stock as soon as reasonablypracticable following the Vesting Date.

(c)       ***Performance-BasedPayment***.  The remaining 50percent of the RSUs shall be payable as soon as reasonably practicablefollowing the Vesting Date in that number of unrestricted shares of CommonStock determined in accordance with the following performance matrix, whichuses the two scales of Intermec Technologies Corporation’s Revenue and OperatingMargin for fiscal year 2006 (adjusted to exclude the impact of acquisitions):

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**IntermecOperating Margin:**

 
| Intermec Revenue: | ** ** | ***%** | ** ** | ***%** | ** ** | ***% or Above** | ** ** |
|------------------------|------------|--------|------------|--------|------------|---------------------------|------------|
| $* or Above            |       | 10,000 |       | 15,000 |       | 20,000                    |       |
| $*                     |       | 5,000  |       | 10,000 |       | 15,000                    |       |
| $*                     |       | 0      |       | 5,000  |       | 10,000                    |       |

*** ***

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****              Representsinformation separately filed with, and pursuant to which a confidentialtreatment request has been made with, the Securities and Exchange Commission.***

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

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

5.         Notwithstandingany other provision of this Agreement,

(a)       RSUsgranted hereunder still subject to restriction shall become fully vested uponthe Termination of Employment of the Grantee by reason of the Grantee’s deathand the Company shall issue to the Grantee’s estate as soon as reasonablypracticable one unrestricted share of Common Stock for each RSU awardedhereunder;

(b)       RSUsgranted hereunder still subject to restriction shall become fully vested uponthe Termination of Employment of Grantee by reason of the Grantee’s Disabilityand payment shall be made following the Vesting Date in accordance withParagraph 3 of this Agreement; and

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

6.         Ifand when RSUs vest pursuant to this Agreement, and subject to the payment ofwithholding taxes as provided in Paragraph 8 hereof, the Company will directits transfer agent to issue to the Grantee in uncertificated form the number ofunrestricted shares of Common Stock issuable based on the Awarded Shares inaccordance with Paragraph 3 hereof.

7.         Exceptas otherwise provided in this Agreement or the Plan, the Grantee shall not haveany rights of a shareholder with respect to the RSUs, or, prior to vesting, theAwarded Shares.

8.         Nolater than the date as of which an amount first becomes includable in the grossincome of the Grantee for federal income tax purposes with respect to anyAwarded Shares, the Grantee shall pay to the Company, or make arrangementssatisfactory to the Company regarding the payment of, any federal, state,local, or foreign taxes of any kind required by law to be withheld by theCompany with respect to such amount. Unless otherwise determined by theCommittee, withholding obligations (up to the minimum statutory amount requiredto be withheld by the Company) may be settled with shares of Common Stock,including the Awarded Shares that give rise to the withholding requirement orshares of Common Stock already owned by the Grantee for a period of at leastsix months. The obligations of the Company under the Plan shall be conditionalon such payment or arrangements, and the Company, and its Subsidiaries and itsAffiliates shall, to the extent permitted by law, have the right to deduct anysuch taxes from any payment otherwise due to the Grantee. Grantee, therefore,hereby unconditionally and irrevocably elects, notwithstanding anything to thecontrary in this Paragraph 8 or elsewhere in this Agreement, to satisfy any andall federal, state, local, and foreign taxes of any kind that may be withheldby the Company in connection with Grantee’s Awarded Shares (the **“Withholding Taxes”**) by electing one of thefollowing 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 anamount equal to the Mandatory Withholding Taxes in respect of any cash paymentto Grantee shall be withheld from any such cash payment:

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**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 andacknowledges that Grantee is one of a limited number of employees of theCompany and its Subsidiaries and Affiliates who have been selected to receivegrants of RSUs and that Grantee’s Award is considered Company confidentialinformation. Grantee hereby covenants and agrees not to disclose the Award ofRSUs pursuant to this Agreement to any other person except (a) Grantee’simmediate family and legal or financial advisors who agree to maintain theconfidentiality of this Agreement, (b) as required in connection with theadministration of this Agreement and the Plan as it relates to this Award orunder applicable law, and (c) to the extent that the terms of this Award havebeen publicly disclosed.

10.       Thegrant of RSUs to the Grantee in any year shall give the Grantee neither anyright to similar grants in future years nor any right to be retained in theemploy of the Company or its Subsidiaries or Affiliates, such employment beingterminable to the same extent as if the Plan and this Agreement were not ineffect. The right and power of the Company and its Subsidiaries and Affiliatesto dismiss or discharge the Grantee is specifically and unqualifiedlyunimpaired by this Agreement.

11.       Eachnotice relating to this Agreement shall be in writing and delivered in personor by mail to the Company at its office, 6001 36th Avenue West, Everett, WA98203-1264, to the attention of the Company’s Secretary or at such otheraddress as the Company may specify in writing to the Grantee by a noticedelivered in accordance with this Paragraph. All notices to the Grantee shallbe delivered to the Grantee at the Grantee’s address specified below or at suchother address as the Grantee may specify in writing to the Secretary of theCompany by a notice delivered in accordance with this Paragraph.

12.       ThisAgreement, including the provisions of the Plan incorporated by referenceherein, comprises the whole Agreement between the parties hereto with respectto the subject matter hereof, and shall be governed by and construed inaccordance with the laws of the State of Delaware, without reference toprinciples of conflicts of law.  ThisAgreement shall become effective when it has been executed or acceptedelectronically by the Company and the Grantee.

13.       ThisAgreement shall inure to the benefit of and be binding upon each successor ofthe Company and, to the extent specifically provided herein and in the Plan,shall inure to the benefit of and shall be binding upon the Grantee’s heirs,legal representatives, and successors.

14.       Ifany provision of this Agreement shall be invalid or unenforceable, suchinvalidity or unenforceability shall not affect the validity and enforceabilityof the remaining provisions of this Agreement.

15.       ThisAgreement may be executed in separate counterparts, each of which when soexecuted and delivered will be an original, but all of which together willconstitute one and the same instrument. In pleading or proving this Agreement,it will not be necessary to produce or account for more than one suchcounterpart.

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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:                                                     |   |   |
|       | Cathy D. Younger                                        |
|       | Vice President and Corporate Secretary                  |
|       |                                                    |
| ** ** | **GRANTEE:**                                            |
| * *   | *(One of  the boxes under Paragraph 8 must be checked)* |
| * *   | * *                                                |
| * *   | * *                                                | * * |
| * *   | * *                                                | Thomas O. Miller | * * |
| * *   | * *                                                | * * | * * |
| * *   | * *                                                | * * |
| * *   | * *                                                | * * | * * |
| * *   | * *                                                | * * |
| * *   | * *                                                | Address | * * |
| * *   | * *                                                | * * |
| * *   | * *                                                | Social Security Number | * * |

 

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