**Exhibit 10.20**

 

**AMENDMENT TO THE**

**UNOVA, INC. SUPPLEMENTALEXECUTIVE RETIREMENT PLAN**

 

This amendment to the UNOVA, Inc. Supplemental ExecutiveRetirement Plan (the “Plan”) is made in accordance with Section 11.1 ofthe Plan, and is effective as of the dates provided herein.

 

1.             Section 2.3of the Plan is amended by adding the following sentence at the end thereof:

 

(f)            Notwithstanding theforegoing, and pursuant to a Board resolution granting stock options toofficers of UNOVA, Inc. in lieu of cash compensation, (1) any amountsof base salary that a Participant elects to forego during the 2002 fiscal yearin order to receive stock options shall be regarded as part of the Participant’s“gross base salary” for 2002, and (2) any amounts of a bonus award withrespect to the 2001 fiscal year but payable during 2002 that a Participantelects to forego in order to receive stock options shall be regarded as part ofthe Participant’s “Bonus” and shall be deemed to have been paid to theParticipant in equal monthly installments during the 2001 fiscal year.

 

2.             ThePlan is amended by adding the following Supplement A at the end thereof:

 

Supplement A - Open Windows and Other SpecialBenefits 

 

A.1.         CorporateOffice Open Windows.  Effective foryears beginning on or after January 1, 2000, and notwithstanding anythingto the contrary in the Plan, the Board may, by resolution, extend to certainParticipants a package of benefits, including certain enhancements of existingbenefits under the Plan, as well as under other pension and retirement plansand arrangements sponsored by the Company, as an inducement to make a decisionto retire from the Company.  Eligibilitycriteria for such benefits shall be set forth in such resolution.  If specified in such resolution, suchenhancements shall include (a) deeming an eligible Participant to haveattained the age of 60 for purposes of the vesting requirement under Section 4.3,and (b) calculating and distributing to such Participant the annualRetirement Benefit as described under Section 4.2 without the reductionotherwise described in Section 4.1(b) and (c).  As a result, the annual Retirement Benefit insuch case would commence as soon as is practicable after the Participant’stermination of employment with the Company.

 

A.2.         Special BenefitRelating to Daniel S. Bishop

 

Effective July 30, 2004, Daniel S. Bishop shall be deemed to haveattained the age of 60 for purposes of the vesting requirement under Section 4.3,and the annual Retirement Benefit payable to Mr. Bishop shall be calculatedand distributed to him as described under Section 4.2 without thereduction otherwise described in Section 4.1(b) and (c).  As a result, the annual Retirement Benefitpayable to Mr. Bishop shall commence as soon as is practicable after suchdate.

 

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IN WITNESSWHEREOF, UNOVA, Inc., by its duly authorized representatives, has causedthis Amendment to be executed in its name and on its behalf on this     day of August, 2004.

 
|    | UNOVA, INC.      |
|---------|------------------|
|    |             |
|    | By               | /s/ MICHAEL E. KEANE |   |
|    | Michael E. Keane |
|    |             |
| WITNESS |             |   |   |
|    |             |
|    | By               | /s/ KENNETH L. COHEN |   |
|    | Kenneth L. Cohen |
|    |             |
| WITNESS |             |   |   |
|         |                  |  |  |  |  |

 

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