# **Exhibit 10.30**

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# **UNOVA, Inc.**

# **2004 Long-Term PerformanceShare Program**

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# **Agreement for thePerformance Period**

# **January 1, 2005 throughDecember 31, 2007**

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This Performance Share Unit Agreement (the **“Agreement”**) is made as of the 17th day of May,2005, between UNOVA, Inc., a Delaware corporation (the **“Company”**) and **[Name: FirstMI. Last]** (the **“Participant”**).

 

**WHEREAS**, theUNOVA, 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**, theCommittee has adopted the 2004 Long-Term Performance Share Program (the **“****Program”**) as a sub-plan of the Plan andauthorized the Award represented by this Agreement;

 

**NOW, THEREFORE**,in consideration of the premises, the mutual covenants hereinafter set forth,and other good and valuable consideration, the Company and the Participanthereby agree as follows:

 

**Article 1.  Award**

 

The Participant is herebyawarded, as a matter of separate inducement and agreement, and not in lieu ofsalary or other compensation for services, [#Shares}Performance Share Units(the **“Target Award”**), on the terms andconditions hereinafter set forth.  Thenumber of Performance Share Units (**“PSUs”**) that theParticipant may earn under this Agreement shall range from 0% to 200% of theTarget Award (the **“Awarded Shares”**),as determined by the achievement of the performance measures set forth in Article 3of this Agreement.  The Awarded Sharesmay be paid in either shares of the common stock, par value $.01 per share, ofthe Company (the **“Common Stock”**) or cash, asdetermined by the Committee, as set forth in Article 6 of thisAgreement.  The Participant shall have noobligation to pay the Company additional consideration for the Awarded Shares.

 

The Plan and the Program,copies of which have been made available to the Participant, are incorporatedherein by reference and made part of this Agreement as if fully set forthherein. Capitalized terms used in this Agreement that are not defined hereinshall have the meanings assigned to such terms in the Plan and the Program.This Agreement is subject to, and the Company and the Participant agree to bebound by, all of the terms and conditions of the Plan and the Program as thesame exist at the time this Agreement became effective. The Plan and theProgram shall control in the event there is any express conflict between theterms hereof and the Plan or the Program and with respect to such matters asare not expressly covered in this Agreement. The Company hereby reserves theright to alter, amend, modify, restate, suspend or terminate the Plan, theProgram and this Agreement in accordance with Section 12 of the Plan, butno such subsequent amendment, modification, restatement, or termination of thePlan, the Program or this Agreement shall adversely affect in any material waythe Participant’s rights under this Agreement without the Participant’s writtenconsent.  This 

 

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Agreement shall besubject, without further action by the Company or the Participant, to suchamendment, modification, or restatement.

 

**Article 2.  Performance Period**

 

For all purposes of this Agreement, **“****PerformancePeriod****”** means January 1, 2005through December 31, 2007.

 

## **Article 3.  Achievement of Performance Measures**

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Thenumber of Awarded Shares to be earned under this Agreement shall be based uponthe achievement of the following Performance Measures set by theCommittee: (a) Return on Net Capital Utilized (“RONCU”) and (b) EarningsPer Share from Continuing Operations (“EPS_CO”), in accordance with the following matrix:

 

**EPS-CO**

 
| **RONCU**    | ** ** | **$2.00** | ** ** | **$2.56** | ** ** | **$3.12 or Above** | ** ** |
|--------------|------------|-----------|------------|-----------|------------|------------------------------|------------|
| 30% or Above |       | 100       | %          | 150       | %          | 200                          | %          |
| 25%          |       | 50        | %          | 100       | %          | 150                          | %          |
| 20%          |       | 0         | %          | 50        | %          | 100                          | %          |

 

## **The number of Awarded Sharesearned for achievement above 50% but between the levels shown in the matrixwill be calculated using interpolation.**

 

## **Article 4. TerminationProvisions**

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Except as provided below, a Participant shall beeligible for payment of Awarded Shares, as determined in Section 3, onlyif the Participant’s employment with the Company continues through the end ofthe Performance Period.

 

In the event of a Participant’s Disability or Retirementat age 65 or later during the Performance Period, a pro rata payment will bemade for the number of full months worked during the Performance Period, basedon achievement of the Performance Measures over the entire Performance Period.  In the case of death, payment shall becalculated and paid as provided in the Program.

 

In the event of a Change of Control (as defined in thePlan), all outstanding Awards will automatically vest and be paid out in cashat the Target Award level or the actual performance level as of the Change ofControl, whichever is higher.

 

## **Article 5.Rights as a Shareholder**

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During the Performance Period, the Participant shall have no rights of a shareholderwith respect to the PSUs or theAwarded Shares.  Notwithstanding theforegoing, the Participant shall be entitled to receive any dividendequivalents declared by the Board, as provided in the Program.

 

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## **Article 6. Form andTiming of Payment**

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Payment of Awarded Shares shall be made within ninety (90)calendar days following the close of the Performance Period, subject to thefollowing provisions.

 

For Participants who are corporate officers and have mettheir minimum ownership levels under the Guidelines for Corporate Officers Trading in UNOVA, Inc.Securities (the **“****Guidelines”**), and for Participants who are not subject to theGuidelines, the Awarded Shares shall be paid in cash based on theaverage of the high and low daily sale prices of the Common Stock for the last30 trading days of the Performance Period.

 

For Participants who are corporate officers and have notmet their minimum ownership levels under the Guidelines, the Awarded Sharesshall be paid in Common Stock, in cash, or any combination of Common Stock andcash, as determined by the Committee in its sole discretion.

 

## **Article 7.Nontransferability**

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PSUsmay not be sold, transferred, pledged, assigned, or otherwise alienated orhypothecated, other than by will or by the laws of descent and distribution.  The Participant’s rights under this Agreementshall be exercisable during the Participant’s lifetime only by the Participantor the Participant’s legal representative.

 

## **Article 8.Administration**

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It isexpressly understood that the Committee is authorized to administer, construe,and make all determinations necessary or appropriate to the administration ofthe Plan, the Program and this Agreement, all of which shall be binding uponthe Participant.

 

**Article 9.  Withholding Taxes**

 

No later than the date as ofwhich an amount first becomes includable in the gross income of the Participantfor federal income tax purposes with respect to any Awarded Shares, the Participantshall pay to the Company, or make arrangements satisfactory to the Companyregarding the payment of, any federal, state, local, or foreign taxes of anykind required by law to be withheld by the Company with respect to such amount.Unless otherwise determined by the Committee, withholding obligations (up tothe minimum statutory amount required to be withheld by the Company) may besettled with shares of Common Stock, including the Awarded Shares that giverise to the withholding requirement or shares of Common Stock already owned bythe Participant for a period of at least six months. The obligations of theCompany under the Plan shall be conditional on such payment or arrangements,and the Company, and its Subsidiaries and its Affiliates shall, to the extentpermitted by law, have the right to deduct any such taxes from any paymentotherwise due to the Participant. Participant, therefore, herebyunconditionally and irrevocably elects, notwithstanding anything to the contraryin this Article 9 or elsewhere in this Agreement, to satisfy any and allfederal, state, local, and foreign taxes of any kind that may be withheld bythe Company in connection with Participant’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**

 

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**WithholdingTaxes”**); and *further provided*that an amount equal to the Mandatory Withholding Taxes in respect of any cashpayment to Participant shall be withheld from any such cash payment.

 

**OPTION 1**:

 

o        Authorizing and directing the Company to deduct from the total numberof shares of Common Stock to be issued to Participant pursuant to thisAgreement (or serving as the basis for a cash payment under Article 6hereof) the number of shares having a value equal to the Mandatory WithholdingTaxes.

 

**OPTION 2**:

 

o        Tendering to the Company the number of unrestricted shares of CommonStock owned by the Participant for a period of at least six months prior to thedate on which Withholding Taxes are due and having a value equal to theMandatory Withholding Taxes.

 

**OPTION 3**:

 

o        Paying to the Company in cash an amount up to the Withholding Taxes butnot less than the Mandatory Withholding Taxes.

 

**OPTION 4****:**

 

o        Authorizing and directing the Company to withhold an additional amountfrom the paycheck Participant is scheduled to receive immediately after thedate on which Withholding Taxes become due equal to the lesser of (x) theamount of the Mandatory Withholding Taxes and (y)         %of the amount of such paycheck, and if such percentage is less than the amountof the Mandatory Withholding Taxes, paying the remainder of the MandatoryWithholding Taxes to the Company in cash.

 

**Please send an email to UNOVA Shareholder Services at sharesrvs@unova.comstating your choice of these Options.****In the event that none ofthe payment options set forth above is specified, the Participant’s electionshall be deemed to be Option 1, and the Company shall proceed accordingly.**

 

## **Article 10.Miscellaneous**

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A.            Participant understands and acknowledges thatParticipant is one of a limited number of employees of the Company and itsSubsidiaries and Affiliates who have been selected to receive grants of PSUsand that Participant’s Award is considered Company confidential information. Participanthereby covenants and agrees not to disclose the Award of PSUs pursuant to thisAgreement to any other person except (i) Participant’s immediate familyand legal or financial advisors who agree to maintain the confidentiality ofthis Agreement, (ii) as required in connection with the administration ofthis Agreement and the Plan as it relates to this Award or under applicable law,and (iii) to the extent the terms of this Award have been publiclydisclosed.

 

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B.            The grant of PSUsto the Participant in any year shall give the Participant neither any right tosimilar grants in future years nor any right to be retained in the employ ofthe Company or its Subsidiaries or Affiliates, such employment being terminableto the same extent as if the Program and this Agreement were not in effect. Theright and power of the Company and its Subsidiaries and Affiliates to dismissor discharge the Participant is specifically and unqualifiedly unimpaired bythis Agreement.

 

C.            Each noticerelating to this Agreement shall be in writing and delivered in person or bymail 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 theCompany may specify in writing to the Participant by a notice delivered inaccordance with this paragraph. All notices to the Participant shall bedelivered to the Participant at the Participant’s address specified below or atsuch other address as the Participant may specify in writing to the Secretaryof the Company by a notice delivered in accordance with this paragraph.

 

D.            This Agreement,including the provisions of the Plan and the Program 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 Participant.

 

E.             This Agreementshall inure to the benefit of and be binding upon each successor of the Companyand, to the extent specifically provided herein and in the Plan and the Program,shall inure to the benefit of and shall be binding upon the Participant’sheirs, legal representatives, and successors.

 

F.             If anyprovision of this Agreement shall be invalid or unenforceable, such invalidityor unenforceability shall not affect the validity and enforceability of theremaining provisions of this Agreement.

 

G.            This Agreementmay be executed in separate counterparts, each of which when so executed anddelivered will be an original, but all of which together will constitute oneand the same instrument. In pleading or proving this Agreement, it will not benecessary to produce or account for more than one such counterpart.

 

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**INWITNESS WHEREOF**, this Agreement is executed by the Participant andby the Company through its duly authorized officer as of the day and year firstabove written.

 
|   | **UNOVA, INC.**         |
|--------|-------------------------|
|   |                    |
|   | By:                     |   |   |
|   |                    |
|   |                    |
|   |                    |
|   | **PARTICIPANT:**        |
|   | ** **              |
|   |                    |   |   |
|   | [Name:  First MI. Last] |

 

*Please send an email to UNOVAShareholder Services at sharesrvs@unova.com stating your choice of the Optionsin Article 9.*

 

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